##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2010.
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File Number 0-24948
 PVF Capital Corp.
 
  Ohio
    
    34-1659805(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 30000 Aurora Road, Solon, Ohio
    
    44139(Address of principal executive offices)
    
    (Zip Code)
 
 
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
  o þ
  Common Stock, $0.01 Par Value
    
    25,402,218(Class)
    
    (Outstanding at April 30, 2010)




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##### 



PVF CAPITAL CORP.
  PagePart I Financial InformationItem 1 Financial StatementsConsolidated Statements of Financial
Condition, March 31, 2010 and
June 30, 2009 (unaudited)
    
    
    1Consolidated Statements of Operations
for the three and nine months ended
March 31, 2010 and 2009 (unaudited)
    
    
    2Consolidated Statements of Cash Flows
for the nine months ended March 31,
2010 and 2009 (unaudited)
    
    
    3Notes to Consolidated Financial
Statements (unaudited)
    
    
    4Item 2 Managements Discussion and Analysis of
Financial Condition and Results of
Operations
    
    
    21Item 3 Quantitative and Qualitative Disclosures
About Market Risk
    
    
    33Item 4 Controls and Procedures
    
    
    33Part II Other Information
    
    
    34Item 1 Legal Proceedings
    
    
    34Item 1A Risk Factors
    
    
    34Item 2 Unregistered Sales of Equity Securities
and Use of Proceeds
    
    
    35Item 3 Defaults Upon Senior Securities
    
    
    35Item 4 Removed and Reserved
    
    
    35Item 5 Other Information
    
    
    35Item 6 Exhibits
    
    
    37SIGNATURESEX-4.2EX-4.3EX-31.1EX-31.2EX-32




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##### Table of Contents



PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
 March 31,
    
    
    June 30,2010
    
    
    2009ASSETSCash and cash equivalents:Cash and amounts due from depository institutions
    
    $
    50,966,373
    
    
    $
    8,464,544Interest bearing deposits
    
    
    46,402,343
    
    
    
    1,939,514Federal funds sold
    
    
    40,000,000
    
    
    
    10,809,000Total cash and cash equivalents
    
    
    137,368,716
    
    
    
    21,213,058Securities available for sale
    
    
    9,978,180
    
    
    
    102,800Securities held to maturity (fair values of $5,066,870 and
$49,999,939, respectively)
    
    
    5,000,000
    
    
    
    49,999,939Mortgage-backed securities available for sale
    
    
    52,216,779
    
    
    
    64,177,633Loans receivable held for sale, net
    
    
    9,016,682
    
    
    
    27,078,472Loans receivable, net of allowance of
$30,271,555 and $31,483,205, respectively
    
    
    605,769,880
    
    
    
    668,460,029Office properties and equipment, net
    
    
    8,044,261
    
    
    
    8,624,496Real estate owned, net
    
    
    10,991,429
    
    
    
    11,607,758Federal Home Loan Bank stock
    
    
    12,811,100
    
    
    
    12,811,100Bank owned life insurance
    
    
    23,067,567
    
    
    
    22,894,013Prepaid expenses and other assets
    
    
    14,919,828
    
    
    
    25,239,535Total Assets
    
    $
    889,184,422
    
    
    $
    912,208,833LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesDeposits
    
    $
    689,562,107
    
    
    $
    724,931,569Note Payable
    
    
    1,286,111
    
    
    
    1,366,111Long-term advances from the Federal Home Loan Bank
    
    
    35,000,000
    
    
    
    35,000,000Repurchase agreement
    
    
    50,000,000
    
    
    
    50,000,000Subordinated debentures
    
    
    0
    
    
    
    20,000,000Advances from borrowers for taxes and insurance
    
    
    7,129,778
    
    
    
    9,555,137Accrued expenses and other liabilities
    
    
    20,901,974
    
    
    
    21,850,819Total Liabilities
    
    
    803,879,970
    
    
    
    862,703,636Stockholders EquitySerial preferred stock, none issued
    
    
    
    
    
    
    Common stock, $0.01 par value, 65,000,000 and 15,000,000 shares authorized;
25,874,943 and 8,246,548 shares issued, respectively
    
    
    258,749
    
    
    
    82,465Additional paid-in-capital
    
    
    100,247,186
    
    
    
    69,377,852Retained earnings (accumulated deficit)
    
    
    (12,350,554
    )
    
    
    (16,538,515
    )Accumulated other comprehensive income
    
    
    986,218
    
    
    
    420,542Treasury stock, at cost 472,725 shares
    
    
    (3,837,147
    )
    
    
    (3,837,147
    )Total Stockholders Equity
    
    
    85,304,452
    
    
    
    49,505,197Total Liabilities and Stockholders Equity
    
    $
    889,184,422
    
    
    $
    912,208,833
  1




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##### Table of Contents



PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Interest and dividends incomeLoans
    
    $
    8,571,176
    
    
    $
    9,972,143
    
    
    $
    26,867,466
    
    
    $
    32,312,977Mortgage-backed securities
    
    
    606,234
    
    
    
    797,215
    
    
    
    1,962,861
    
    
    
    2,184,748Federal Home Loan Bank stock dividends
    
    
    145,310
    
    
    
    144,912
    
    
    
    450,319
    
    
    
    474,340Securities
    
    
    52,396
    
    
    
    19,444
    
    
    
    93,707
    
    
    
    303,414Federal funds sold and interest bearing deposits
    
    
    4,349
    
    
    
    3,153
    
    
    
    14,748
    
    
    
    115,737Total interest and dividends income
    
    
    9,379,465
    
    
    
    10,936,867
    
    
    
    29,389,102
    
    
    
    35,391,217Interest expenseDeposits
    
    
    3,226,333
    
    
    
    5,370,919
    
    
    
    11,348,323
    
    
    
    17,563,291Short-term borrowings
    
    
    
    
    
    
    631,533
    
    
    
    50
    
    
    
    641,332Long-term borrowings
    
    
    891,767
    
    
    
    268,781
    
    
    
    2,715,699
    
    
    
    2,092,372Subordinated debt
    
    
    129,760
    
    
    
    309,196
    
    
    
    574,499
    
    
    
    980,750Total interest expense
    
    
    4,247,860
    
    
    
    6,580,429
    
    
    
    14,638,571
    
    
    
    21,277,745Net interest income
    
    
    5,131,605
    
    
    
    4,356,438
    
    
    
    14,750,530
    
    
    
    14,113,472Provision for loan losses
    
    
    7,000,000
    
    
    
    15,690,600
    
    
    
    11,010,000
    
    
    
    20,022,600Net interest income after provision for loan losses
    
    
    (1,868,395
    )
    
    
    (11,334,162
    )
    
    
    3,740,530
    
    
    
    (5,909,128
    )Noninterest income, netService and other fees
    
    
    160,652
    
    
    
    166,356
    
    
    
    507,735
    
    
    
    522,156Mortgage banking activities, net
    
    
    769,798
    
    
    
    3,657,201
    
    
    
    3,276,002
    
    
    
    4,535,378Increase (decrease) in cash surrender value of bank owned life
insurance
    
    
    75,312
    
    
    
    (55,652
    )
    
    
    173,554
    
    
    
    (58,941
    )Securities activity:Impairment of securities
    
    
    
    
    
    
    (1,200
    )
    
    
    
    
    
    
    (1,842,400
    )Gain on sale of equity securities
    
    
    23,871
    
    
    
    
    
    
    
    23,871
    
    
    
    Gain on sale of mortgage-backed securities available for sale
    
    
    
    
    
    
    558,409
    
    
    
    
    
    
    
    1,224,338Real estate owned activity:Gain (loss) on real estate owned
    
    
    6,028
    
    
    
    (874,831
    )
    
    
    (153,505
    )
    
    
    (1,197,316
    )Provision for real estate owned losses
    
    
    (244,647
    )
    
    
    
    
    
    
    (746,420
    )
    
    
    Gain on the cancelation of subordinated debt
    
    
    9,065,908
    
    
    
    
    
    
    
    17,627,438
    
    
    
    Other, net
    
    
    98,188
    
    
    
    336,875
    
    
    
    439,150
    
    
    
    742,136Total noninterest income, net
    
    
    9,955,110
    
    
    
    3,787,158
    
    
    
    21,147,825
    
    
    
    3,925,350Noninterest expenseCompensation and benefits
    
    
    2,316,795
    
    
    
    2,386,474
    
    
    
    6,930,606
    
    
    
    7,960,033Office occupancy and equipment
    
    
    645,445
    
    
    
    691,158
    
    
    
    1,970,600
    
    
    
    2,096,836Outside services
    
    
    535,085
    
    
    
    576,113
    
    
    
    1,880,354
    
    
    
    1,432,845Federal deposit insurance premium
    
    
    584,440
    
    
    
    233,530
    
    
    
    1,887,985
    
    
    
    565,629Real estate owned expense
    
    
    948,914
    
    
    
    539,063
    
    
    
    2,396,599
    
    
    
    1,266,374Other
    
    
    1,093,522
    
    
    
    1,003,549
    
    
    
    3,321,001
    
    
    
    3,058,801Total noninterest expense
    
    
    6,124,201
    
    
    
    5,429,887
    
    
    
    18,387,145
    
    
    
    16,380,519Income (loss) before federal income tax provision
    
    
    1,962,514
    
    
    
    (12,976,891
    )
    
    
    6,501,210
    
    
    
    (18,364,297
    )Federal income tax provision (benefit)
    
    
    693,449
    
    
    
    (4,396,052
    )
    
    
    2,313,249
    
    
    
    (6,160,664
    )Net income (loss)
    
    $
    1,269,065
    
    
    
    ($8,580,839
    )
    
    
    4,187,961
    
    
    
    ($12,203,633
    )Basic earnings (loss) per share
    
    $
    0.14
    
    
    
    ($1.10
    )
    
    $
    0.50
    
    
    
    ($1.57
    )Diluted earnings (loss) per share
    
    $
    0.13
    
    
    
    ($1.10
    )
    
    $
    0.50
    
    
    
    ($1.57
    )Dividends declared per common share
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.000
    
    
    $
    0.010
  2




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##### Table of Contents



PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months EndedMarch 31,2010
    
    
    2009Operating ActivitiesNet income (loss)
    
    $
    4,187,961
    
    
    
    ($12,203,633
    )Adjustments to reconcile net income to net cash from operating activitiesAmortization of premium on mortgage-backed securities
    
    
    252,764
    
    
    
    584,236Depreciation and amortization
    
    
    678,930
    
    
    
    875,323Provision for loan losses
    
    
    11,010,000
    
    
    
    20,022,600Provision for real estate owned losses
    
    
    746,420
    
    
    
    0Impairment
of securities
    
    
    0
    
    
    
    1,842,400Accretion of deferred loan origination fees, net
    
    
    (600,675
    )
    
    
    (482,590
    )Gain on cancellation of subordinated debt
    
    
    (17,627,438
    )
    
    
    0(Gain) loss on sale of loans receivable held for sale, net
    
    
    (3,691,269
    )
    
    
    (2,542,396
    )(Gain) loss on sale of mortgage-backed securities held for sale, net
    
    
    0
    
    
    
    (1,224,338
    )Loss on disposal of real estate owned, net
    
    
    153,505
    
    
    
    1,197,316Gain on sale of equity securities
    
    
    (23,871
    )
    
    
    0Market adjustment for loans held for sale
    
    
    15,945
    
    
    
    (475,600
    )Change in fair value of mortgage banking derivatives
    
    
    806,434
    
    
    
    (1,437,094
    )Stock compensation
    
    
    97,549
    
    
    
    203,745Federal Home Loan Bank stock dividends
    
    
    0
    
    
    
    (170,500
    )Change in accrued interest on securities, loans, and borrowings, net
    
    
    1,134,951
    
    
    
    1,324,178Origination of loans receivable held for sale, net
    
    
    (146,265,231
    )
    
    
    (196,039,153
    )Sale of loans receivable held for sale, net
    
    
    165,629,696
    
    
    
    189,037,731(Increase) decrease in cash surrender value of bank owned life insurance
    
    
    (173,554
    )
    
    
    58,941Net change in other assets and other liabilities
    
    
    11,022,159
    
    
    
    1,545,796Net cash from operating activities
    
    
    27,354,276
    
    
    
    2,116,962Investing ActivitiesLoan repayments and originations, net
    
    
    47,673,824
    
    
    
    (18,611,504
    )Principal repayments on mortgage-backed securities available for sale
    
    
    14,143,910
    
    
    
    5,909,275Purchase of mortgage-backed securities available for sale
    
    
    (1,501,775
    )
    
    
    (113,276,827
    )Sale of mortgage-backed securities
    
    
    0
    
    
    
    97,304,678Purchase of securities held to maturity
    
    
    (112,000,000
    )
    
    
    (10,000,000
    )Purchase of securities available for sale
    
    
    (10,000,000
    )
    
    
    0Maturities of securities held to maturity
    
    
    157,000,000
    
    
    
    17,580,000Sale of securities available for sale
    
    
    71,471
    
    
    
    0Proceeds from sale of real estate owned
    
    
    4,323,404
    
    
    
    6,606,345Additions to office properties and equipment, net
    
    
    (98,695
    )
    
    
    (485,597
    )Net cash from investing activities
    
    
    99,612,139
    
    
    
    (14,973,630
    )Financing activitiesNet increase (decrease) in demand deposits, NOW, and passbook savings
    
    
    (185,315
    )
    
    
    6,895,334Net increase (decrease) in time deposits
    
    
    (35,184,147
    )
    
    
    40,714,914Net increase in advances from borrowers for taxes and insurance
    
    
    (2,425,359
    )
    
    
    (2,368,869
    )Net increase (decrease) in short-term Federal Home Loan Bank advances
    
    
    0
    
    
    
    (9,000,000
    )Repayment of note payable
    
    
    (80,000
    )
    
    
    0Proceeds from loan
    
    
    0
    
    
    
    1,375,000Repayment of line of credit
    
    
    0
    
    
    
    (950,000
    )Payment in exchange for cancellation of subordinated debt
    
    
    900,000
    
    
    
    0Proceeds from Stock Offering, net of issuance costs
    
    
    27,964,065
    
    
    
    0Cash dividend paid
    
    
    0
    
    
    
    (97,173
    )Net cash from financing activities
    
    
    (10,810,757
    )
    
    
    36,569,206Net increase in cash and cash equivalents
    
    
    116,155,658
    
    
    
    23,712,538Cash and cash equivalents at beginning of period
    
    
    21,213,058
    
    
    
    17,804,394Cash and cash equivalents at end of period
    
    $
    137,368,716
    
    
    $
    41,516,932Supplemental disclosures of cash flow information:Cash payments of interest expense
    
    $
    15,628,892
    
    
    $
    20,495,309Cash payments of income taxes
    
    $
    0
    
    
    $
    0Supplemental noncash operating activity:Reversal of accrued interest on subordinated debt
    
    $
    1,511,442
    
    
    $
    0Supplemental noncash investing activity:Transfer of loans to real estate owned
    
    $
    4,607,000
    
    
    $
    16,065,526Supplemental noncash financing activity:Common stock and warrants exchanged for cancellation of debt
    
    $
    2,984,004
    
    
    $
    0
  3




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##### Table of Contents



PVF CAPITAL CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the Nine Months Ended
March 31, 2010 and 2009
(Unaudited)
   Gross
    
    
    GrossAmortized
    
    
    Unrecognized
    
    
    Unrecognized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueFHLMC debenture
    
    $
    5,000,000
    
    
    $
    4,090
    
    
    $
    
    
    
    $
    5,004,090FNMA debenture
    
    
    5,000,000
    
    
    
    
    
    
    
    (25,910
    )
    
    
    4,974,090Total
    
    $
    10,000,000
    
    
    $
    4,090
    
    
    $
    (25,910
    )
    
    $
    9,978,180
  4




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##### Table of Contents



Gross
    
    
    GrossAmortized
    
    
    Unrecognized
    
    
    Unrecognized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueEquity securities
    
    $
    47,600
    
    
    $
    55,200
    
    
    $
    
    
    
    $
    102,800
     Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueFNMA mortgage-backed securities
    
    $
    28,761,664
    
    
    $
    717,453
    
    
    $
    (11,056
    )
    
    $
    29,468,061FHLMC mortgage-backed securities
    
    
    18,683,534
    
    
    
    688,608
    
    
    
    
    
    
    
    19,372,142GNMA mortgage-backed securities
    
    
    3,255,490
    
    
    
    121,086
    
    
    
    
    
    
    
    3,376,576Total
    
    $
    50,700,688
    
    
    $
    1,527,147
    
    
    $
    (11,056
    )
    
    $
    52,216,779
 5




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##### Table of Contents



Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueFNMA mortgage-backed securities
    
    $
    32,999,418
    
    
    $
    262,310
    
    
    $
    (17,721
    )
    
    $
    33,244,007FHLMC mortgage-backed securities
    
    
    26,029,802
    
    
    
    256,223
    
    
    
    
    
    
    
    26,286,025GNMA mortgage-backed securities
    
    
    4,566,428
    
    
    
    81,173
    
    
    
    
    
    
    
    4,647,601Total
    
    $
    63,595,648
    
    
    $
    599,706
    
    
    $
    (17,721
    )
    
    $
    64,177,633None of the Companys mortgage-backed securities available for sale mature at a single
maturity date.Securities held to maturity: As of March 31, 2010, the amortized cost, the related gross
unrecognized gains and losses, and fair value of securities held to maturity were as follows:Gross
    
    
    GrossAmortized
    
    
    Unrecognized
    
    
    Unrecognized
    
    
    FairCost
    
    
    Gains
    
    
    Losses
    
    
    ValueFNMA debenture
    
    $
    5,000,000
    
    
    $
    66,870
    
    
    $
    
    
    
    $
    5,066,870The FNMA debenture is callable quarterly
beginning June 28, 2010 and matures in 2014.Securities held to maturity at June 30,
2009 were as follows:Gross
    
    
    Gross
    
    
    EstimatedAmortized
    
    
    Unrecognized
    
    
    Unrecognized
    
    
    FairCost
    
    
    Gain
    
    
    Loss
    
    
    ValueU.S. government treasury securities
    
    $
    49,999,939
    
    
    $
    
    
    
    $
    
    
    
    $
    49,999,939Securities held to maturity were represented by two securities, each with a maturity date of
July 2, 2009.
 6




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##### Table of Contents



March 31, 2010
    
    
    June 30, 2009Real estate mortgages:One-to-four family residential
    
    $
    161,113,425
    
    
    $
    158,260,119Home equity line of credit
    
    
    84,951,744
    
    
    
    88,538,739Multi-family residential
    
    
    49,427,872
    
    
    
    58,291,094Commercial
    
    
    210,027,627
    
    
    
    191,099,881Commercial equity line of credit
    
    
    26,928,420
    
    
    
    46,276,418Land
    
    
    54,176,809
    
    
    
    60,818,227Construction  residential
    
    
    18,358,106
    
    
    
    39,070,316Construction  multi-family
    
    
    3,530,145
    
    
    
    5,200,155Construction  commercial
    
    
    6,077,367
    
    
    
    20,233,229Total real estate mortgages
    
    
    614,591,515
    
    
    
    667,788,178Non-real estate loans
    
    
    21,449,920
    
    
    
    32,155,056Total loans receivable
    
    
    636,041,435
    
    
    
    699,943,234Allowance for loan losses
    
    
    (30,271,555
    )
    
    
    (31,483,205
    )Loans receivable, net
    
    $
    605,769,880
    
    
    $
    668,460,029
  Three months
    
    
    Three months
    
    
    Nine months
    
    
    Nine monthsended
    
    
    ended
    
    
    ended
    
    
    endedMarch 31,2010
    
    
    March 31, 2009
    
    
    March 31, 2010
    
    
    March 31, 2009Beginning
balance
    
    $
    29,912,830
    
    
    $
    11,000,008
    
    
    $
    31,483,205
    
    
    $
    9,653,972Provision for
loan losses
    
    
    7,000,000
    
    
    
    15,690,600
    
    
    
    11,010,000
    
    
    
    20,022,600Charge-offs
    
    
    (6,641,275
    )
    
    
    (887,732
    )
    
    
    (12,221,650
    )
    
    
    (3,873,696
    )Recoveries
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ending
balance
    
    $
    30,271,555
    
    
    $
    25,802,876
    
    
    $
    30,271,555
    
    
    $
    25,802,876
 7




---



##### Table of Contents



March 31,
    
    
    June 30,2010
    
    
    2009(Dollars in thousands)Loans on non-accruing status (1):Real estate mortgages:One-to-four family residential
    
    $
    20,396
    
    
    $
    15,551Commercial
    
    
    16,257
    
    
    
    13,140Multi-family residential (2)
    
    
    369
    
    
    
    371Construction and land (2)
    
    
    32,422
    
    
    
    39,757Non real estate
    
    
    108
    
    
    
    943Total loans on non-accrual status:
    
    
    69,552
    
    
    
    69,762Loans past due 90 days, still on accrual status:Real estate mortgages:Commercial
    
    
    
    
    
    
    Construction and land
    
    
    432
    
    
    
    729Total non-performing loans
    
    $
    69,984
    
    
    $
    70,491
 
 (1)
    
    Non-accrual status denotes loans on which, in the opinion of management, the collection of
additional interest is unlikely, or loans that meet the non-accrual criteria established by
regulatory authorities. Payments received on a non-accrual loan are either applied to the
outstanding principal balance or recorded as interest income, depending on an assessment of
the collectibility of the principal balance of the loan.(2)
    
    Two loans totaling $3,308,500 were reclassified from multi-family residential to construction
and land for the period ended June 30, 2009.   Three Months EndedMarch 31,2010
    
    
    2009Servicing rights:Beginning of period
    
    $
    6,940,695
    
    
    $
    3,930,826Additions
    
    
    503,710
    
    
    
    1,443,372Amortized to expense
    
    
    (491,039
    )
    
    
    (734,785
    )End of period
    
    $
    6,953,366
    
    
    $
    4,639,413
 8




---



##### Table of Contents



Nine Months EndedMarch 31,2010
    
    
    2009Servicing rights:Beginning of period
    
    $
    6,097,861
    
    
    $
    4,398,783Additions
    
    
    2,372,649
    
    
    
    1,687,894Amortized to expense
    
    
    (1,517,144
    )
    
    
    (1,447,264
    )End of period
    
    $
    6,953,366
    
    
    $
    4,639,413
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Mortgage loan servicing fees
    
    $
    648,468
    
    
    $
    507,089
    
    
    $
    1,924,256
    
    
    $
    1,527,552Amortization and impairment of
mortgage loan servicing rights
    
    
    (491,039
    )
    
    
    (734,785
    )
    
    
    (1,517,144
    )
    
    
    (1,447,264
    )Loan origination and sales
activity
    
    
    612,369
    
    
    
    3,884,897
    
    
    
    2,868,890
    
    
    
    4,455,090Mortgage banking activities,
net
    
    $
    769,798
    
    
    $
    3,657,201
    
    
    $
    3,276,002
    
    
    $
    4,535,378
   9




---



##### Table of Contents



Nine months endedMarch 31, 2010Total options outstandingWeightedAverageExerciseShares
    
    
    PriceOptions outstanding, beginning of period
    
    
    582,792
    
    
    $
    8.54Forfeited
    
    
    (150,221
    )
    
    
    8.98Expired
    
    
    (68,620
    )
    
    
    7.67Exercised
    
    
    
    
    
    
    Granted
    
    
    116,500
    
    
    
    1.91Options outstanding, end of period
    
    
    480,451
    
    
    $
    6.92Options exercisable, end of period
    
    
    363,841
    
    
    $
    7.21
    10




---



##### Table of Contents



2010Expected average risk-free interest rate
    
    
    3.40
    %Expected average life (in years)
    
    
    10.00Expected volatility
    
    
    34.00
    %Expected dividend yield
    
    
    0
    %
   Three months ended March 31,2010
    
    2009Income
    
    
    
    
    
    
    
    
    
    Income(loss)
    
    Shares
    
    Per Share
    
    (loss)
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    Amount
    
    (Numerator)
    
    (Denominator)
    
    AmountBasic EPSNet Income
(loss)
    
    $
    1,269,065
    
    
    
    9,171,798
    
    
    $
    0.14
    
    
    
    ($8,580,839
    )
    
    
    7,773,823
    
    
    
    ($1.10
    )Effect of dilutive
securities  stock
options and
warrants
    
    
    
    
    
    
    267,458
    
    
    
    0.01
    
    
    
    
    
    
    
    
    
    
    
    0.00Diluted EPSNet Income(loss)
    
    $
    1,269,065
    
    
    
    9,439,256
    
    
    $
    0.13
    
    
    
    ($8,580,839
    )
    
    
    7,773,823
    
    
    
    ($1.10
    )
 Nine months ended March 31,2010
    
    2009Income
    
    
    
    
    
    
    
    
    
    Income(loss)
    
    Shares
    
    Per Share
    
    (loss)
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    Amount
    
    (Numerator)
    
    (Denominator)
    
    AmountBasic EPSNet Income
(loss)
    
    $
    4,187,961
    
    
    
    8,322,923
    
    
    $
    0.50
    
    
    
    ($12,203,633
    )
    
    
    7,773,823
    
    
    
    ($1.57
    )Effect of dilutive
securities  stock
options and
warrants
    
    
    
    
    
    
    90,584
    
    
    
    0.00
    
    
    
    
    
    
    
    0
    
    
    
    0.00Diluted EPSNet Income
(loss)
    
    $
    4,187,961
    
    
    
    8,413,507
    
    
    $
    0.50
    
    
    
    ($12,203,633
    )
    
    
    7,773,823
    
    
    
    ($1.57
    )
 11




---



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Securities and Mortgage-backed Securities (MBS)
 Loans held for sale
 12




---



##### Table of Contents



Mortgage banking pipeline derivatives
  Quoted Prices inActive Markets for
    
    Significant Other
    
    SignificantIdentical Assets
    
    Observable Inputs
    
    Unobservable InputsMarch 31, 2010
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Assets:Securities available
for sale FNMA and FHLMC debentures
    
    $
    9,978,180
    
    
    $
    
    
    
    $
    9,978,180
    
    
    
    Loans held for sale
    
    
    9,016,682
    
    
    
    
    
    
    
    9,016,682Mortgage-backed securities available
for sale:FNMA MBS
    
    
    29,468,061
    
    
    
    
    
    
    
    29,468,061
    
    
    
    FHLMC MBS
    
    
    19,372,142
    
    
    
    
    
    
    
    19,372,142
    
    
    
    GNMA MBS
    
    
    3,376,576
    
    
    
    
    
    
    
    3,376,576
    
    
    
    Interest rate lock
Commitments
    
    
    397,771
    
    
    
    
    
    
    
    397,771Mandatory forward sales
Contracts
    
    
    570
    
    
    
    
    
    
    
    570
    
    
    
    
  Quoted Prices inActive Markets for
    
    Significant Other
    
    SignificantIdentical Assets
    
    Observable Inputs
    
    Unobservable InputsMarch 31, 2010
    
    (Level 1)
    
    (Level 2)
    
    (Level 3)Assets:Impaired loans
    
    $
    22,169,436
    
    
    
    
    
    
    
    
    
    
    $
    22,169,436Real estate owned
    
    
    1,016,907
    
    
    
    
    
    
    
    
    
    
    
    1,016,907
  13




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##### Table of Contents



March 31, 2010
    
    June 30, 2009Carrying Amount
    
    Estimated Fair Value
    
    Carrying Amount
    
    Estimated Fair Value(in thousands)Assets:Cash and amounts due from
depository institutions
    
    $
    50,966
    
    
    $
    50,966
    
    
    $
    8,465
    
    
    $
    8,465Interest-bearing deposits
    
    
    46,402
    
    
    
    46,402
    
    
    
    1,940
    
    
    
    1,940Federal funds sold
    
    
    40,000
    
    
    
    40,000
    
    
    
    10,809
    
    
    
    10,809Securities held to maturity
    
    
    5,000
    
    
    
    5,067
    
    
    
    50,000
    
    
    
    50,000Securities available for sale
    
    
    9,978
    
    
    
    9,978
    
    
    
    
    
    
    
    Equity securities
    
    
    
    
    
    
    
    
    
    
    103
    
    
    
    103Mortgage-backed securities
available for sale
    
    
    52,217
    
    
    
    52,217
    
    
    
    64,178
    
    
    
    64,178Loans receivable, net
    
    
    605,770
    
    
    
    618,581
    
    
    
    668,460
    
    
    
    667,697Loans receivable held for
sale, net
    
    
    9,017
    
    
    
    9,017
    
    
    
    27,078
    
    
    
    27,078Federal Home Loan Bank stock
    
    
    12,811
    
    
    NA
    
    
    
    12,811
    
    
    NAAccrued interest receivable
    
    
    2,861
    
    
    
    2,861
    
    
    
    3,475
    
    
    
    3,475Mandatory forward sales
contracts
    
    
    1
    
    
    
    1
    
    
    
    699
    
    
    
    699Commitments to make loans
intended to be sold
    
    
    398
    
    
    
    398
    
    
    
    506
    
    
    
    506Liabilities:Demand deposits and
passbook savings
    
    
    (188,012
    )
    
    
    (188,012
    )
    
    
    (188,198
    )
    
    
    (188,198
    )Time deposits
    
    
    (501,550
    )
    
    
    (510,037
    )
    
    
    (536,734
    )
    
    
    (547,620
    )Note payable
    
    
    (1,286
    )
    
    
    (1,286
    )
    
    
    (1,366
    )
    
    
    (1,366
    )Advances from the Federal Home
Loan Bank of Cincinnati
    
    
    (35,000
    )
    
    
    (36,989
    )
    
    
    (35,000
    )
    
    
    (36,517
    )Repurchase agreement
    
    
    (50,000
    )
    
    
    (52,087
    )
    
    
    (50,000
    )
    
    
    (53,900
    )Subordinated debentures
    
    
    
    
    
    
    
    
    
    
    (20,000
    )
    
    
    (3,800
    )Accrued interest payable
    
    
    (385
    )
    
    
    (385
    )
    
    
    (1,379
    )
    
    
    (1,379
    )
  14




---



##### Table of Contents



Cash and amounts due from depository institutions, interest bearing deposits, and federal funds
sold.
 Loans receivable
 Federal Home Loan Bank stock.
 Demand deposits and time deposits.
 Note payable.
 Advances from the Federal Home Loan Bank of Cincinnati
 Notes payable and subordinated debentures
 Accrued interest receivable and accrued interest payable
  15




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16




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17




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18




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##### Table of Contents



Three months ended
    
    
    Nine months endedMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Unrealized holding gains (losses) on
Available for sale securities
    
    $
    30,223
    
    
    $
    1,289,664
    
    
    $
    902,777
    
    
    $
    790,365Reclassification adjustment
for losses (gains) realized in income
    
    
    (23,871
    )
    
    
    (557,209
    )
    
    
    (23,871
    )
    
    
    618,082Net unrealized gains (losses)
    
    
    6,352
    
    
    
    732,455
    
    
    
    878,906
    
    
    
    1,408,447Tax effect
    
    
    2,159
    
    
    
    249,035
    
    
    
    313,230
    
    
    
    478,872Other comprehensive income (loss)
    
    $
    4,193
    
    
    $
    483,420
    
    
    $
    565,676
    
    
    $
    929,575
  Business
Combinations
 Consolidation,
 Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities (
 19




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##### Table of Contents



, Accounting for
Transfers of Financial Assets, an Amendment of FASB Statement No. 140 (
 Amendments
to FASB Interpretation No. 46(R)
 20




---



##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING STATEMENTS
   FINANCIAL CONDITION
   21




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22




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23




---



##### Table of Contents



RESULTS OF OPERATIONS
    Net interest income
    24




---



##### Table of Contents



RESULTS OF OPERATIONS continued
  March 31, 2010
    
    
    March 31, 2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assetsLoans(1)
    
    $
    656,028
    
    
    $
    8,571
    
    
    
    5.23
    %
    
    $
    766,093
    
    
    $
    9,972
    
    
    
    5.21
    %Mortgage-backed securities
    
    
    55,770
    
    
    
    606
    
    
    
    4.35
    %
    
    
    64,414
    
    
    
    797
    
    
    
    4.95
    %Investments and other
    
    
    95,686
    
    
    
    202
    
    
    
    0.84
    %
    
    
    22,210
    
    
    
    168
    
    
    
    3.03
    %Total interest-earning assets
    
    
    807,484
    
    
    
    9,379
    
    
    
    4.64
    %
    
    
    852,717
    
    
    
    10,937
    
    
    
    5.13
    %Non-interest-earning assets
    
    
    72,317
    
    
    
    
    
    
    
    
    
    
    
    39,187Total Assets
    
    $
    879,801
    
    
    
    
    
    
    
    
    
    
    $
    891,904Interest-bearing liabilitiesDeposits
    
    $
    685,244
    
    
    $
    3,226
    
    
    
    1.88
    %
    
    $
    693,831
    
    
    $
    5,371
    
    
    
    3.10
    %Borrowings
    
    
    86,273
    
    
    
    892
    
    
    
    4.14
    %
    
    
    98,718
    
    
    
    901
    
    
    
    3.65
    %Subordinated debt
    
    
    7,394
    
    
    
    130
    
    
    
    7.03
    %
    
    
    20,000
    
    
    
    309
    
    
    
    6.18
    %Total interest-bearing liabilities
    
    
    778,911
    
    
    
    4,248
    
    
    
    2.18
    %
    
    
    812,549
    
    
    
    6,581
    
    
    
    3.24
    %Non-interest-bearing liabilities
    
    
    31,045
    
    
    
    
    
    
    
    
    
    
    
    17,425Total liabilities
    
    
    809,956
    
    
    
    
    
    
    
    
    
    
    
    829,974Stockholders Equity
    
    
    69,845
    
    
    
    
    
    
    
    
    
    
    
    61,930Total liabilities and
Stockholders equity
    
    $
    879,801
    
    
    
    
    
    
    
    
    
    
    $
    891,904Net interest income
    
    
    
    
    
    $
    5,131
    
    
    
    
    
    
    
    
    
    
    $
    4,356Interest-rate spread
    
    
    
    
    
    
    
    
    
    
    2.46
    %
    
    
    
    
    
    
    
    
    
    
    1.89
    %Yield on interest-earning assets
    
    
    
    
    
    
    
    
    
    
    2.54
    %
    
    
    
    
    
    
    
    
    
    
    2.04
    %Interest-earning assets to
interest-bearing liabilities
    
    
    103.67
    %
    
    
    
    
    
    
    
    
    
    
    104.94
    %
 
 (1)
    
    Non-accruing loans are included in the average loan balances for the periods presented. 25




---



##### Table of Contents



RESULTS OF OPERATIONS continued
 Provision for loan losses and asset quality
   March 31, 2010
    
    
    June 30, 2009General valuation allowance
    
    $
    16,167,848
    
    
    $
    15,071,653Specific valuation allowance
    
    
    14,103,707
    
    
    
    16,411,552Total valuation allowance
    
    $
    30,271,555
    
    
    $
    31,483,205
     26




---



##### Table of Contents



RESULTS OF OPERATIONS continued
   March 31, 2010
    
    
    June 30, 2009Total non-performing loans
    
    $
    69,984
    
    
    $
    70,491Other non-performing assets (1)
    
    
    10,991
    
    
    
    11,608Total non-performing assets
    
    $
    80,975
    
    
    $
    82,099Ratio of non-performing loans to total loans
    
    
    11.00
    %
    
    
    10.07
    %Total non-performing assets to total assets
    
    
    9.11
    %
    
    
    9.00
    %
 
 (1)
    
    Other non-performing assets represent property acquired by the Bank through foreclosure or
repossession.   27




---



##### Table of Contents



RESULTS OF OPERATIONS continued
   Non-interest income
   Non-interest expense
  28




---



##### Table of Contents



RESULTS OF OPERATIONS continued
  Income tax expense
  RESULTS OF OPERATIONS
    
    Nine months ended March 31, 2010,compared to nine months endedMarch 31, 2009.
    29




---



##### Table of Contents



RESULTS OF OPERATIONS continued
 March 31, 2010
    
    
    March 31, 2009Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Interest
    
    
    Yield/Cost
    
    
    Balance
    
    
    Interest
    
    
    Yield/CostInterest-earning assetsLoans (1)
    
    $
    682,475
    
    
    $
    26,867
    
    
    
    5.25
    %
    
    $
    744,501
    
    
    $
    32,313
    
    
    
    5.79
    %Mortgage-backed securities
    
    
    59,442
    
    
    
    1,963
    
    
    
    4.40
    %
    
    
    58,866
    
    
    
    2,185
    
    
    
    4.95
    %Investments and other
    
    
    81,488
    
    
    
    559
    
    
    
    0.91
    %
    
    
    37,548
    
    
    
    893
    
    
    
    3.17
    %Total interest-earning
assets
    
    
    823,405
    
    
    
    29,389
    
    
    
    4.76
    %
    
    
    840,915
    
    
    
    35,391
    
    
    
    5.61
    %Non-interest-earning assets
    
    
    66,318
    
    
    
    
    
    
    
    
    
    
    
    50,985Total Assets
    
    $
    889,723
    
    
    
    
    
    
    
    
    
    
    $
    891,900Interest-bearing liabilitiesDeposits
    
    $
    697,082
    
    
    $
    11,348
    
    
    
    2.17
    %
    
    $
    689,037
    
    
    $
    17,563
    
    
    
    3.40
    %Borrowings
    
    
    86,320
    
    
    
    2,716
    
    
    
    4.20
    %
    
    
    90,042
    
    
    
    2,734
    
    
    
    4.05
    %Subordinated debt
    
    
    11,450
    
    
    
    574
    
    
    
    6.68
    %
    
    
    20,000
    
    
    
    981
    
    
    
    6.54
    %Total interest-bearing liabilities
    
    
    794,852
    
    
    
    14,638
    
    
    
    2.46
    %
    
    
    799,079
    
    
    
    21,278
    
    
    
    3.55
    %Non-interest-bearing
liabilities
    
    
    33,849
    
    
    
    
    
    
    
    
    
    
    
    27,576Total liabilities
    
    
    828,701
    
    
    
    
    
    
    
    
    
    
    
    826,655Stockholders Equity
    
    
    61,022
    
    
    
    
    
    
    
    
    
    
    
    65,245Total liabilities and
stockholders equity
    
    $
    889,723
    
    
    
    
    
    
    
    
    
    
    $
    891,900Net interest income
    
    
    
    
    
    $
    14,751
    
    
    
    
    
    
    
    
    
    
    $
    14,113Interest-rate spread
    
    
    
    
    
    
    
    
    
    
    2.30
    %
    
    
    
    
    
    
    
    
    
    
    2.06
    %Yield on interest-earning assets
    
    
    
    
    
    
    
    
    
    
    2.39
    %
    
    
    
    
    
    
    
    
    
    
    2.24
    %Interest-earning assets to
interest-bearing liabilities
    
    
    103.59
    %
    
    
    
    
    
    
    
    
    
    
    105.24
    %
 
 (1)
    
    Non-accruing loans are included in the average loan balances for the periods
presented.  30




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RESULTS OF OPERATIONS continued
        31




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##### Table of Contents



RESULTS OF OPERATIONS continued
 Liquidity
      32




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##### Table of Contents



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Asset/Liability Management
   
  CONTROLS AND PROCEDURES
  33




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##### Table of Contents



CONTROLS AND PROCEDURES continued
  
 Part II Other Information
 
  
   We are subject to restrictions and conditions of Cease and Desist Orders issued by the Office of
Thrift Supervision. We have incurred and expect to continue to incur significant additional
regulatory compliance expense in connection with the Cease and Desist Orders. Failure to comply
with the Cease and Desist Orders could result in additional enforcement action against us.
  34




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##### Table of Contents



Our classified asset levels currently are not sufficient to achieve compliance with the classified
asset levels we must meet by December 31, 2010.
  
  (a)
    
    N/A(b)
    
    N/A(c)
    
    The Company did not repurchase its equity securities during the
period ended March 31, 2010:
 
  
  
  Annual Meeting Voting Results
   35




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##### Table of Contents



Votes in FavorNominee
    
    of election
    
    
    Votes Withheld
    
    
    Non VotesMarty E. Adams
    
    
    3,806,813
    
    
    
    118,992
    
    
    
    3,376,304Steven A. Calabrese
    
    
    3,797,038
    
    
    
    128,767
    
    
    
    3,376,304Umberto P. Fedeli
    
    
    3,601,095
    
    
    
    324,710
    
    
    
    3,376,304Robert J. King, Jr.
    
    
    3,799,454
    
    
    
    126,351
    
    
    
    3,376,304
  Votes For
    
    Votes against
    
    
    Abstain
    
    
    Non Votes3,831,972
    
    
    82,622
    
    
    
    11,211
    
    
    
    3,376,304
  Votes For
    
    Votes against
    
    
    Abstain
    
    
    Non Votes7,109,862
    
    
    189,228
    
    
    
    3,019
    
    
    
    0
  Votes For
    
    Votes against
    
    
    Abstain
    
    
    Non Votes7,271,517
    
    
    9,277
    
    
    
    21,316
    
    
    
    0
 2010 Annual Meeting of Stockholders
  36




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Exhibits
 3.11
    
    First Amended and Restated Articles of Incorporation, as amended3.22
    
    Code of Regulations, as amended and restated3.33
    
    Bylaws, as amended and restated4.14
    
    Specimen Common Stock Certificate4.2
    
    Form of Common Stock A Warrant issued to each of Marty E. Adams, Umberto P. Fedeli, Robert J.
King, Jr., James B. Pastore, John S. Loeber, Lee Burdman, Jonathan A. Levy, Richard R.
Hollington Jr. and Richard R. Hollington, III4.3
    
    Form of Common Stock B Warrant issued to each of Marty E. Adams, Umberto P. Fedeli, Robert J.
King, Jr., James B. Pastore, John S. Loeber, Lee Burdman, Jonathan A. Levy, Richard R.
Hollington Jr. and Richard R. Hollington, III10.15
    
    Agency Agreement between PVF Capital Corp. and Stifel Nicolaus & Company,
Incorporated, dated February 17, 201010.25
    
    Standby Purchase Agreement by and among PVF Capital Corp. and Short Vincent
Partners II, L.P., dated February 17, 201031.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32
    
    Section 1350 Certifications
 
 (1)
    
    Incorporated by reference to the Registrants Registration Statement on Form S-1/A filed on
February 10, 2010 (Commission File No. 333-163037).(2)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on February 6,
2008 (Commission File No. 0-24948).(3)
    
    Incorporated by reference to the Registrants Registration Statement on
Form S-1/A filed on December 9, 2009 (Commission File No. 333-163037).(4)
    
    Incorporated by reference to the Registrants Annual Report on Form 10-K for the year ended
June 30, 1996 (Commission File No. 0-24948).(5)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K filed on February
23, 2010 (Commission File No. 0-24948). 37




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Signatures
  PVF Capital Corp.
(Registrant)Date: May 12, 2010
    /s/ Robert J. King, Jr.Robert J. King, Jr.President and Chief Executive Officer
(Duly authorized officer)/s/ James H. NicholsonJames H. NicholsonChief Financial Officer
(Principal financial officer)/s/ Edward B. DebevecEdward B. DebevecTreasurer and Principal Accounting Officer
(Principal accounting officer)