UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20552
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 2002.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 0-24948
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PVF Capital Corp.
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( Exact name of registrant as specified in its charter)
Ohio 34-1659805
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30000 Aurora Road, Solon, Ohio 44139
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(Address of principal executive offices) (Zip Code)
(440) 248-7171
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.01 Par Value 5,797,527
- ----------------------------- ---------------------------------
(Class) (Outstanding at November 4, 2002)
PVF CAPITAL CORP.
INDEX
Page
Part I Financial Information
Item 1 Financial Statements
Consolidated Statements of Financial
Condition, September 30, 2002 (unaudited)
and June 30, 2002. 1
Consolidated Statements of Operations for
the three months ended September 30,
2002 and 2001 (unaudited). 2
Consolidated Statements of Cash Flows for
the three months ended September 30, 2002
and 2001 (unaudited). 3
Notes to Consolidated Financial
Statements (unaudited). 4
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 6
Item 3 Quantitative and Qualitative Disclosures
about Market Risk 10
Item 4 Controls and Procedures 11
Part II Other Information 11
Part I FINANCIAL INFORMATION
ITEM 1
PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
SEPTEMBER 30, JUNE 30,
ASSETS 2002 2002
------ UNAUDITED
------------- -------------
Cash and cash equivalents:
Cash and amounts due from depository institutions $ 4,224,053 $ 4,526,976
Interest bearing deposits 4,854,522 1,736,712
Federal funds sold 50,000 8,050,000
------------- -------------
Total cash and cash equivalents 9,128,575 14,313,688
Securities held to maturity 50,097,719 55,121,211
Mortgage-backed securities held to maturity 5,875,719 7,297,206
Loans receivable, net 581,356,399 563,550,556
Loans receivable held for sale, net 21,889,275 11,679,735
Office properties and equipment, net 10,459,354 9,817,348
Real estate owned, net 541,537 564,316
Real estate held for investment 1,650,000 1,650,000
Stock in the Federal Home Loan Bank of Cincinnati 10,079,039 9,947,624
Prepaid expenses and other assets 6,695,047 5,678,431
------------- -------------
Total Assets $ 697,772,664 $ 679,620,115
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities
Deposits $ 484,534,115 $ 479,672,218
Advances from the Federal Home Loan Bank of Cincinnati 130,725,347 120,739,695
Notes payable 7,770,050 8,288,020
Advances from borrowers for taxes and insurance 4,468,143 7,320,613
Accrued expenses and other liabilities 16,676,217 11,300,991
------------- -------------
Total Liabilities 644,173,872 627,321,537
Stockholders' Equity
Serial preferred stock, none issued -- --
Common stock, $0.01 par value, 15,000,000 shares authorized;
6,065,087 and 6,045,352 shares issued, respectively 60,651 60,454
Additional paid-in-capital 37,239,976 37,342,458
Retained earnings-substantially restricted 19,122,436 17,697,883
Treasury Stock, at cost 262,451 and 260,251 shares, respectively (2,824,271) (2,802,217)
------------- -------------
Total Stockholders' Equity 53,598,792 52,298,578
------------- -------------
Total Liabilities and Stockholders' Equity $ 697,772,664 $ 679,620,115
============= =============
See accompanying notes to consolidated financial statements
PAGE 1
PART I FINANCIAL INFORMATION
ITEM 1
PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
-------------------------
2002 2001
----------- -----------
Interest Income
Loans $10,434,466 $11,610,131
Mortgage-backed securities 100,332 241,824
Cash and securities 869,688 1,037,483
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Total interest income 11,404,486 12,889,438
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Interest expense
Deposits 4,430,307 6,238,715
Borrowings 1,395,004 1,646,090
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Total interest expense 5,825,311 7,884,805
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Net interest income 5,579,175 5,004,633
Provision for loan losses 0 125,000
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Net interest income after provision for loan losses 5,579,175 4,879,633
----------- -----------
Noninterest income
Service and other fees 129,424 135,947
Mortgage banking activities, net 596,314 610,534
Other, net 24,090 34,805
----------- -----------
Total noninterest income 749,828 781,286
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Noninterest expense
Compensation and benefits 2,103,560 1,805,723
Office properties and equipment 747,170 621,452
Other 950,712 731,510
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Total noninterest expense 3,801,442 3,158,685
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Income before federal income tax provision 2,527,561 2,502,234
Federal income tax provision 840,475 831,530
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Net income $ 1,687,086 $ 1,670,704
=========== ===========
Basic earnings per share $ 0.29 $ 0.29
=========== ===========
Diluted earnings per share $ 0.29 $ 0.28
=========== ===========
See accompanying notes to consolidated financial statements
PAGE 2
PART I FINANCIAL INFORMATION
ITEM 1
PVF CAPITAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2002 2001
------------ ------------
OPERATING ACTIVITIES
Net Income $ 1,687,086 $ 1,670,704
Adjustments to reconcile net income to net cash provided by (used in)
operating activities
Depreciation and amortization 316,820 234,480
Provision for loan losses 0 125,000
Accretion of unearned discount and deferred loan origination fees, net (291,047) (250,213)
Gain on sale of loans, net (647,999) (537,778)
Federal Home Loan Bank stock dividends (131,415) (166,073)
Change in accrued interest on investments, loans, and borrowings, net 24,778 (2,059,282)
Origination of loans receivable held for sale, net (74,105,651) (65,677,343)
Sale of loans receivable held for sale, net 64,544,110 66,831,738
Net change in other assets and other liabilities, net 1,500,868 (3,199,121)
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Net cash provided by (used in) operating activities (7,102,450) (3,027,888)
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INVESTING ACTIVITIES
Loan and mortgage-backed securities repayments and originations, net (16,112,815) 7,587,947
Disposals of real estate owned 22,779 0
Securities maturities 5,023,492 22,073
Additions to office properties and equipment, net (958,826) (195,462)
Change in real estate held for investment 0 (350,000)
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Net cash provided by (used in) investing activities (12,025,370) 7,064,558
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FINANCING ACTIVITIES
Net increase in demand deposits, NOW, and passbook savings 5,453,684 4,504,562
Net decrease in time deposits (591,787) (19,564,465)
Net increase (decrease) in Federal Home Loan Bank advances 9,985,652 (45,016,799)
Net increase (decrease) in notes payable (517,970) 250,000
Purchase of treasury stock (22,054) (51,950)
Proceeds from exercise of stock options 31,211 6,989
Cash dividend paid (396,029) (347,024)
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Net cash provided by (used in) financing activities 13,942,707 (60,218,687)
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Net increase (decrease) in cash and cash equivalents (5,185,113) (56,182,017)
Cash and cash equivalents at beginning of period 14,313,688 65,395,118
------------- ------------
Cash and cash equivalents at end of period $ 9,128,575 $ 9,213,101
============= ============
Supplemental disclosures of cash flow information:
Cash payments of interest expense $ 5,842,819 $ 9,387,404
Cash payments of income taxes $ 230,000 $ 0
See accompanying notes to consolidated financial statements
PAGE 3
Part I Financial Information
Item 1
PVF CAPITAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)
1. The accompanying consolidated interim financial statements were prepared in
accordance with regulations of the Securities and Exchange Commission for Form
10-Q. All information in the consolidated interim financial statements is
unaudited except for the June 30, 2002 consolidated statement of financial
condition which was derived from the Corporation's audited financial statements.
Certain information required for a complete presentation in accordance with
generally accepted accounting principles has been condensed or omitted. However,
in the opinion of management, these interim financial statements contain all
adjustments, consisting only of normal recurring accruals, necessary to fairly
present the interim financial information. The results of operations for the
three months ended September 30, 2002 are not necessarily indicative of the
results to be expected for the entire year ending June 30, 2003. PVF Capital
Corp.'s common stock is traded on the NASDAQ SMALL-CAP ISSUES under the symbol
PVFC.
2. Recently Issued Accounting Standards
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"
was issued in August 2001 and amends SFAS No. 121 by addressing business
segments accounted for as a discontinued operation under Accounting Principles
Board Opinion No. 30. This statement is effective for fiscal years beginning
after December 15, 2001. PVF adopted statement 144 on July 1, 2002. Management
determined that the adoption of Statement 144 would not have a material impact
on the Bank's consolidated financial statements.
SFAS No. 146 "Obligations Associated with Disposal Activities" was issued in
July 2002. This standard covers accounting for costs associated with exit or
disposal activities, such as lease termination costs or employee severance
costs. The Statement replaces EITF 94-3, and is to be applied prospectively to
exit or disposal activities initiated after December 31, 2002. It requires these
costs to be recognized when they are incurred rather than at date of commitment
to an exit or disposal plan. Management has not yet determined the impact of
adopting this standard.
Page 4
Part I Financial Information
Item 1
3. The following table discloses earnings per share for the three months ended
September 30, 2002 and September 30, 2001.
Three months ended September 30,
2002 2001
-------------------------------------- --------------------------------------
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ---------- ----------- ------------- ----------
BASIC EPS
Income available to
common stockholders $1,687,086 5,791,937 $ 0.29 $1,670,704 5,733,827 $ 0.29
EFFECT OF STOCK OPTIONS 61,061 0.00 230,707 0.01
DILUTED EPS
Income available to
common stockholders $1,687,086 5,852,998 $ 0.29 $1,670,704 5,964,534 $ 0.28
Page 5
Part I Financial Information
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following analysis discusses changes in financial condition and results of
operations at and for the three-month period ended September 30, 2002 for PVF
Capital Corp. ("PVF" or the "Company"), Park View Federal Savings Bank (the
"Bank"), its principal and wholly-owned subsidiary, PVF Service Corporation, a
wholly-owned real estate subsidiary, Mid Pines Land Co., a wholly-owned real
estate subsidiary, and three other wholly-owned subsidiaries which are currently
inactive.
FORWARD-LOOKING STATEMENTS
When used in this Form 10-Q, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project," or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Company's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Company's market area and competition that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date made. The
Company wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from any opinions or statements expressed
with respect to future periods in any current statements.
The Company does not undertake, and specifically disclaims any obligation, to
publicly release the results of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
FINANCIAL CONDITION
- -------------------
Consolidated assets of PVF were $697.8 million as of September 30, 2002, an
increase of approximately $18.2 million or 2.7% as compared to June 30, 2002.
The Bank remained in regulatory capital compliance for tangible, core, and
risk-based capital on a fully phased-in basis with capital levels of 7.75%,
7.75% and 11.37% respectively at September 30, 2002.
During the three months ended September 30, 2002, the Company's cash and cash
equivalents, which consist of cash, interest-bearing deposits and federal funds
sold, decreased $5.2 million or 36.2% as compared to June 30, 2002. The change
in the Company's cash and cash equivalents consisted of an increase in cash and
interest-
Page 6
Part I Financial Information
Item 2
FINANCIAL CONDITION CONTINUED
- -----------------------------
bearing deposits of $2.8 million and a decrease in federal funds sold of $8.0
million. Securities held to maturity decreased by $5.0 million as the result of
securities maturing during the period.
The net $26.6 million, or 4.6%, increase in loans receivable and mortgage-backed
securities during the three months ended September 30, 2002, resulted from an
increase in loans receivable (including loans held for sale) of $28.0 million
and a decrease in mortgage-backed securities of $1.4 million. The increase of
$28.0 million in loans receivable included increases of $18.2 million in
single-family loans, $10.2 million in commercial real estate loans, $2.2 million
in construction loans and $0.1 million in consumer loans, offset by decreases of
$2.4 million in multi-family loans and $0.3 million in land loans. The decrease
in mortgage-backed securities resulted from payments received of $1.4 million.
The increase of the loan portfolio was attributable to economic conditions and
resulted in the Bank originating primarily fixed-rate loans available for sale.
The loan activity for the quarter ended September 30, 2002 resulted in no
material change to the composition of the portfolio.
Deposits increased by $4.9 million, or 1.0%, as a result of special promotional
rates offered with the opening of two new branch offices. Advances from the
Federal Home Loan Bank of Cincinnati increased by $10.0 million, or 8.3%, as a
result of management's decision to take advantage of historically low short-term
borrowing rates.
The increase in accrued expenses and other liabilities of $5.4 million, or
47.6%, is primarily the result of timing differences between the collection and
remittance of payments received on loans serviced for investors. The decrease in
advances from borrowers for taxes and insurance of $2.9 million, or 39.0%, is
due to timing differences between the collection and payment of escrow funds.
The decrease in notes payable of $0.5 million is the result of payments made on
notes payable.
The decrease in cash and cash equivalents of $5.2 million, proceeds from
maturing securities of $5.0 million, increases in deposits of $4.9 million and
advances of $10.0 million, the repayment of $1.4 million in mortgage-backed
securities, funds of $5.4 million collected on serviced loans, and earnings of
$1.7 million were used to fund the increase of $28.0 million in loans
receivable, fund the increase of $0.6 million in office properties and
equipment, pay a cash dividend of $0.4 million and offset the reduction in
advances from borrowers for taxes and insurance of $2.8 million.
Page 7
Part I Financial Information
Item 2
RESULTS OF OPERATIONS Three months ended September 30, 2002
- --------------------- Compared to the three months ended
September 30, 2001.
PVF's net income is dependent primarily on its net interest income, which is the
difference between interest earned on its loans and investments and interest
paid on interest-bearing liabilities. Net interest income also includes
amortization of loan origination fees, net of origination costs. Net interest
income is determined by (i) the difference between yields earned on
interest-earning assets and rates paid on interest-bearing liabilities
("interest-rate spread") and (ii) the relative amounts of interest-earning
assets and interest-bearing liabilities. The Company's interest-rate spread is
affected by regulatory, economic and competitive factors that influence interest
rates, loan demand and deposit flows.
PVF's net income is also affected by the generation of non-interest income,
which primarily consists of loan servicing income, service fees on deposit
accounts, and gains on the sale of loans held for sale and mortgage-backed
securities available for sale. In addition, net income is affected by the level
of operating expenses, loan loss provisions and market valuation write-down of
mortgage loan servicing rights.
The Company's net income for the three months ended September 30, 2002 was
$1,687,000. This represents a $16,400, or 1.0%, increase when compared with the
prior year comparable period.
Net interest income for the three months ended September 30, 2002 increased by
$574,500, or 11.5%, as compared to the prior year comparable period, due to a
decrease of $1,485,000, or 11.5%, in total interest income and a decrease in
total interest expense of $2,059,500, or 26.1%, from the prior year comparable
period. The decrease in total interest income of $1,485,000 in the current
period resulted from a decrease of $1.9 million in the average balance of
interest-earning assets, along with a decline in the return on interest-earning
assets of 89 basis points from the prior year comparable period. The decrease in
total interest expense of $2,059,500 in the current period resulted from a
decrease in the average balances on deposits and borrowings of $6.4 million
along with a decrease of 131 basis points in the average cost of funds on
interest-bearing liabilities from the prior year comparable period. The
Company's net interest income increased primarily because of an increase of 42
basis points in the Company's interest-rate spread during the current period as
compared to the prior year comparable period.
For the three months ended September 30, 2002 no provision for loan losses was
recorded, while a provision for loan losses of $125,000 was recorded in the
prior year comparable period. The Company uses a systematic approach to
determine the adequacy of its loan loss allowance and the necessary provision
for loan losses. The loan
Page 8
Part I Financial Information
Item 2
RESULTS OF OPERATIONS CONTINUED
- -------------------------------
portfolio is reviewed and delinquent loan accounts are analyzed individually on
a monthly basis, with respect to payment history, ability to repay, probability
of repayment, and loan-to-value percentage. Consideration is given to the types
of loans in the portfolio and the overall risk inherent in the portfolio. After
reviewing current economic conditions, changes to the size and composition of
the loan portfolio, changes in delinquency status, levels of non-accruing loans,
non-performing assets, impaired loans, and actual loan losses incurred by the
Company, management establishes an appropriate reserve percentage applicable to
each category of loans, and a provision for loan losses is recorded when
necessary to bring the allowance to a level consistent with this analysis. In
August 2002, management conducted a review of the reserve percentages applicable
to each category of loan and made adjustments to certain loan categories that
reflect current market risk conditions. Management believes it uses the best
information available to make a determination as to the adequacy of the
allowance for loan losses.
During the three months ended September 30, 2002, the Company experienced an
increase in the loan portfolio of $28.0 million and an increase in the level of
classified assets of $2.5 million. In addition, the level of impaired loans
decreased by $0.2 million. Management determined it was not necessary to record
a provision for loan losses in the current period due to the application of
revised reserve percentages to certain loan categories and a decrease in
impaired loans. During the three months ended September 30, 2001, the Company
experienced increases in the level of impaired loans and classified assets of
$0.2 million and $0.2 million, respectively. Despite a decrease in the loan
portfolio of $3.4 million, management determined it was necessary to record a
provision for loan losses of $125,000 in the period due to increases in the
levels of impaired loans and classified assets as well as changes to the overall
composition of the loan portfolio in the prior period. At September 30, 2002,
the allowance for loan losses was $3.9 million, which represented 51.4% of
nonperforming loans and 0.65% of net loans. At June 30, 2002, the allowance for
loan losses was $3.9 million, which represented 50.0% of nonperforming loans and
0.68% of net loans.
For the three months ended September 30, 2002, noninterest income decreased by
$31,400, or 4.0%, from the prior year comparable period. The decrease was
primarily the result of a decrease of $14,200, or 2.3%, in income from
mortgage-banking activities resulting from an increase of $110,200 in profit on
loan sales in the current period offset by a decrease of $124,400 in loan
servicing income. The decrease in loan servicing income is attributable to the
write-down of the future value of mortgage loan servicing rights that resulted
from declining market interest rates and an increased prepayment speed on loans
serviced for others. During these periods, PVF pursued a strategy of originating
long-term, fixed-rate loans pursuant to Federal Home Loan Mortgage
Page 9
Part I Financial Information
Item 2
RESULTS OF OPERATIONS CONTINUED
- -------------------------------
Corporation ("FHLMC") and Federal National Mortgage Association ("FNMA")
guidelines and selling such loans to the FHLMC or the FNMA, while retaining the
servicing.
In addition, other noninterest income, net decreased by $10,700, or 30.8%, in
the current period primarily due to a decrease in income generated from internal
appraisals. Service and other fees decreased by $6,500, or 4.8%, from the prior
year comparable period, primarily due to decreases in loan service fee income in
the current period.
Noninterest expense for the three months ended September 30, 2002 increased by
$642,800, or 20.3%, from the prior year comparable period. This was primarily
the result of a $297,800, or 16.5%, increase in compensation and benefits
attributable to increased staffing, employee 401(k) benefits, incentive bonuses
paid, and salary and wage adjustments. In addition, office properties and
equipment increased by $125,700, or 20.2%, primarily due to the opening of two
new branch offices along with increases in office rental expense. Other
noninterest expense increased by $219,200, or 30.0%, due primarily to increases
in legal fees, advertising expense, costs for outside services attributable to
opening two new branch offices and the relocation of an existing branch office,
stationery printing and supplies, postage and special mail, and real estate
owned expense.
The federal income tax provision for the three-month period's ended September
30, 2002 and September 30, 2001 was at an effective rate of 33.2%.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's liquidity measures its ability to fund loans and meet withdrawals
of deposits and other cash outflows in a cost-effective manner. Management
believes the Company maintains sufficient liquidity to meet its operational
needs.
Part I Financial Information
Item 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- ----------------------------------------------------------
There have been no significant changes to the Company's interest rate risk
position or any changes to how the Company manages its Asset/Liability position
since June 30, 2002. This is attributable to the Company's Asset/Liability
Management policy of monitoring and matching the maturity and re-pricing
characteristics of its interest-earning assets and interest-bearing liabilities,
while remaining short-term with the weighted average maturity and re-pricing
periods.
Page 10
Part I Financial Information
Item 4
CONTROLS AND PROCEDURES
- -----------------------
Within 90 days prior to the date of this report, we carried out an evaluation,
under the supervision and with the participation of our principal executive
officer and principal financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC reports. It
should be noted that the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.
In addition, there have been no significant changes in our internal controls or
in other factors that could significantly affect those controls subsequent to
the date of their last evaluation.
Part II OTHER INFORMATION
- -------------------------
Item 1. Legal Proceedings. N/A
Item 2. Changes in Securities and Use of Proceeds. N/A
Item 3. Defaults Upon Senior Securities. N/A
Item 4. Submission of Matters to a Vote of Security Holders. N/A
Item 5. Other Information. N/A
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibit is filed herewith:
Exhibit
Number Title
------- -----
99 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(b) Reports on Form 8-K
None
Page 11
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant had duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PVF Capital Corp.
-----------------
(Registrant)
Date: November 14, 2002 /s/ C. Keith Swaney
------------------- -----------------------------------
C. Keith Swaney
President, Chief Operating Officer
and Treasurer
(Only authorized officer and
Principal Financial Officer)
CERTIFICATION
I, John R. Male, Chairman of the Board and Chief Executive Officer of PVF
Capital Corp., certify that:
1. I have reviewed this quarterly report on Form 10-Q of PVF Capital Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board or directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ John R. Male
--------------------------------------
John R. Male
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION
I, C. Keith Swaney, President and Chief Operating Officer of PVF Capital Corp.,
certify that:
1. I have reviewed this quarterly report on Form 10-Q of PVF Capital Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board or directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data
and have identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ C. Keith Swaney
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C. Keith Swaney
President, Chief Operating
Officer and Treasurer