PVF Capital Corp. Announces Earnings for Fiscal 2013 Third Quarter

• Net income of $1.8 million, aided by mortgage banking and SBA lending results
• Announced merger with F.N.B. Corporation proceeding
• Non-interest expense includes $0.3 million of merger-related expenses
• Continued improved asset quality and net charge-off ratio of 0.15%
• Capital ratios remain strong

SOLON, Ohio, April 23, 2013 (GLOBE NEWSWIRE) -- PVF Capital Corp. (Nasdaq:PVFC), the parent company of Park View Federal Savings Bank, announced net income of $1.8 million, or $0.07 basic and diluted earnings per share, for the fiscal 2013 third quarter ended March 31, 2013. These results compare with net income of $0.2 million, or $0.01 basic and diluted earnings per share, for the prior-year quarter and net income of $2.7 million, or $0.10 basic and diluted earnings per share, for the fiscal 2013 second quarter ended December 31, 2012. Fiscal 2013 third quarter results included $0.3 million of merger-related expenses.

Robert J. King, Jr., President and Chief Executive Officer, commented, "I am pleased we have continued our progress in improving asset quality and sustaining consistent profitability as we continue to work toward the upcoming merger with F.N.B. Corporation."

Net Interest Income

Net interest income totaled $5.6 million for the quarter ended March 31, 2013, which was an increase of $0.1 million, or 2.4% over the quarter ended March 31, 2012, and a decrease of $0.2 million, or 2.7% from the fiscal 2013 second quarter ended December 31, 2012. Despite a smaller balance sheet for the period ended March 31, 2013, the Company has maintained a relatively stable level of net interest income which is attributable to the on-going strategic improvement in the mix of average earning assets which resulted in a relatively stable earning asset yield, while the Company has been able to continue to lower its funding costs in this low interest rate environment. This has resulted in a smaller but more efficient balance sheet which improved the Company's net interest margin to 3.21% for the quarter ended March 31, 2013, compared with 3.16% and 2.99% for the quarters ended December 31, 2012 and March 31, 2012, respectively.

Lower Non-interest Income from Declining Mortgage Banking Revenues

Non-interest income totaled $2.9 million for the quarter ended March 31, 2013, a decrease of $1.3 million, or 30.8%, from the quarter ended December 31, 2012, and a decrease of $0.4 million, or 11.1%, from the quarter ended March 31, 2012. This decrease is primarily the result of a decline in net revenue from mortgage banking activities which totaled $2.5 million and is a decrease of $1.3 million from the fiscal 2013 second quarter and $0.9 million from the same quarter of the prior year. Although the continued lower interest rate environment allowed the Company to capitalize upon its significant residential mortgage origination capabilities, there has been a slowdown in the level of refinance activities, resulting in a decrease in the gain on sale of mortgages income. Also, included in the mortgage banking results is a $0.2 million recovery to the impairment valuation allowance recognized against the carrying value of the Company's capitalized mortgage servicing rights. Although the majority of mortgage lending activities in the current environment involves refinance, which is highly correlated to interest rate movements and levels and impacts the fair value of mortgage servicing rights, there has been a slowdown in the level of refinance activities and an increase in new purchase loans. As such, the expected level of prepayments from refinance loans has declined and accordingly resulted in an increase in the fair value of mortgage servicing rights.

Partially offsetting the decline in mortgage banking, the Company sold $4.4 million of government guaranteed loans as part of its SBA business strategy, recognizing a gain of $0.6 million in the current quarter. The Company did not recognize any SBA gains in the quarters ended December 31, 2012 and March 31, 2012. Contributing to the decline in non-interest income is the credit-related cost associated with other real estate owned which totaled $0.6 million, an increase of $0.3 million from the fiscal 2013 second quarter. The credit-related costs resulted from updated valuations on other real estate owned and losses on property dispositions whose values have shown signs of stabilizing versus a year ago. Service charges and other fees were unchanged from the same quarter of the prior year, but decreased $0.2 million from the December 2012 quarter due to lower electronic banking related fees.

Asset Quality Steadily Improves

During the quarter, nonperforming loans declined $1.3 million, or 7.2%, to $17.0 million, compared with the second quarter of fiscal 2013, while other real estate owned decreased $0.5 million to $7.3 million, resulting in total nonperforming assets of $24.3 million. This was a decrease of $1.8 million, or 6.9%, compared with total nonperforming assets of $26.1 million at December 31, 2012, and a decline of $8.8 million, or 26.6%, over the prior year.

The classified assets to core capital plus general valuation allowance ratio improved to 40.6% at March 31, 2013, compared with 55.9% at the end of the prior-year quarter and 42.4% at December 31, 2012. The Company also reduced its level of classified assets plus special mention assets to core capital plus general valuation allowance ratio to 44.9% at March 31, 2013, versus 66.0% a year ago and 47.3% at December 31, 2012.

The allowance for loan losses at March 31, 2013 was $14.9 million, or 2.7% of total loans. This compares with an allowance of $15.1 million, or 2.7% of total loans, at December 31, 2012, and $16.9 million, or 3.0% of total loans, at March 31, 2012. The allowance's coverage of nonperforming loans improved to 87.5% at March 31, 2013, compared with 82.5% at December 31, 2012, and 71.9% at March 31, 2012. Net charge-offs for the quarter ended March 31, 2013 were $0.2 million, reflecting the improving quality of the loan portfolio along with increasing recoveries of previously charged-off loans. This compares with $2.0 million for the fiscal 2013 second quarter and $2.6 million for the same quarter of the prior year. Accordingly, there was no provision for loan losses for the current quarter, reflecting the limited net charge-offs during the quarter, continued progress in improving risk profile and strengthening performance of the loan portfolio. The provision for loan losses totaled $1.0 million for the quarter ended December 31, 2012 and $2.0 million for the quarter ended March 31, 2012.

Non-interest Expense Includes Merger-related Expenses

Non-interest expense totaled $6.7 million for the current quarter, compared with $6.3 million for the fiscal 2013 second quarter, and $6.5 million for the quarter ended March 31, 2012. The increase in non-interest expense during the quarter was substantially attributed to merger-related expenses of $0.3 million. Excluding the merger-related expenses, non-interest expense has remained stable.

Pre-tax, Pre-credit Provision Income

One metric that management believes is useful in analyzing performance is pre-tax, pre-credit provision income, which adjusts earnings to exclude provision expense, credit-related charges involving the valuation and disposition of other real estate owned, and securities gains or losses. In addition, earnings are adjusted for items identified by management to be outside of ordinary banking activities and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their outsized impact is believed by management at the time to be infrequent or short-term in nature, which management believes may distort the Company's underlying performance trends. The pre-tax, pre-credit provision income for the quarter ended March 31, 2013 was $2.8 million, compared with income of $4.0 million for the quarter ended December 31, 2012, and income of $2.8 million for the prior-year quarter.

A reconciliation of net earnings reported under generally accepted accounting principles ("GAAP") to pre-tax, pre-credit provision income (a non-GAAP metric) for the current and trailing four quarters ended March 31, 2013, is as follows (dollars in millions):

Pre-tax, pre-credit provision income declined by approximately $1.2 million compared with the December 31, 2012 period, primarily as a result of lower non-interest income of $1.3 million and lower net interest income of $0.2 million. The decline in non-interest income was caused by lower mortgage banking revenue and service charge income, partially offset by higher gains on the sale of SBA loans.

Bank Capital Ratios Remain Strong

The Bank's capital ratios have continued to build and remain above regulatory requirements. As of March 31, 2013, the ratio of tier one (core) capital to adjusted total assets stood at 9.93% and total risk-based capital to risk-weighted assets was 13.77%.

Year-to-Date Results

For the nine months ended March 31, 2013, the Company's net income totaled $5.8 million, or $0.22 basic and diluted earnings per share, compared with a loss of $2.5 million, or $0.10 basic and diluted loss per share, for the nine-month period ended March 31, 2012. The $8.3 million improvement in the Company's results was attributable to a $1.2 million improvement in net interest income, a reduction in the provision for loan losses of $3.4 million from improving asset quality, a $4.3 million increase in non-interest income from higher overall mortgage banking revenue, SBA income, service and other income and lower REO related credit costs, a $0.4 million increase in non-interest expense primarily due to merger-related expenses of $0.3 million, and higher federal income tax provision of $0.2 million.

Announced Merger

On February 19, 2013, PVF Capital Corp. announced that it had entered into a definitive merger agreement with F.N.B. Corporation (NYSE:FNB) pursuant to which F.N.B. Corporation will acquire PVF Capital Corp. in an all-stock transaction.

Under the terms of the merger agreement, which has been approved by the board of directors of PVF Capital Corp., shareholders of PVF Capital Corp. will be entitled to receive 0.3405 shares of F.N.B. Corporation common stock for each common share of PVF Capital Corp. they own. Based on F.N.B. Corporation's closing stock price on April 22, 2013, the merger transaction would be valued at approximately $3.84 per share, or $100.0 million in the aggregate. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of PVF Capital Corp.

F.N.B. Corporation and PVF Capital Corp. expect to complete the transaction in October 2013, after satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of PVF Capital Corp.  F.N.B. Corporation expects to file a preliminary registration statement on Form S-4 with the Securities and Exchange Commission ("SEC") during the Company's fiscal 2013 fourth quarter. The preliminary registration statement will include a proxy statement/prospectus and other documents relevant to the merger.

SHAREHOLDERS OF PVF CAPITAL CORP. ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. Corporation and PVF Capital Corp. have filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. Corporation has filed with the SEC by contacting James Orie, Chief Legal Officer, F.N.B. Corporation, One F.N.B. Boulevard, Hermitage, PA 16148, telephone: (724) 983-3317, and free copies of the documents PVF Capital Corp. has filed with the SEC by contacting Jeffrey N. Male, Secretary, PVF Capital Corp., 30000 Aurora Road, Solon, OH 44139, telephone: (440) 248-7171.

F.N.B. Corporation and PVF Capital Corp. and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from PVF Capital Corp. shareholders in connection with the proposed merger. Information concerning such participants' ownership of PVF Capital Corp. common shares will be set forth in the proxy statement/prospectus relating to the merger when it becomes available. This communication does not constitute an offer of any securities for sale.

About PVF Capital Corp.

Park View Federal is a wholly-owned subsidiary of PVF Capital Corp. and operates 16 full-service offices located throughout the Greater Cleveland area. For additional information, visit our web site at parkviewfederal.com. PVF Capital Corp.'s common shares trade on the NASDAQ Capital Market under the symbol PVFC.

Use of Non-GAAP Financial Measures

This release included certain financial information determined by methods other than in accordance with GAAP. One non-GAAP performance metric that management believes is useful in analyzing underlying performance trends is pre-tax, pre-credit provision income. This is the level of earnings adjusted to exclude the impact of:

• provision expense and credit related charges involving the valuation and disposition of other real estate owned, which are excluded because its absolute level is elevated and volatile in times of economic stress;
   
• available-for-sale and other securities gains/losses, which are excluded because in times of economic stress securities market valuations may also become particularly volatile; and
   
• certain items identified by management to be outside of ordinary banking activities, such as merger-related expenses, and/or by items that, while they may be associated with ordinary banking activities, are so unusually large that their outsized impact is believed by management at the time to be infrequent or short-term in nature, which management believes may distort the Company's underlying performance trends.

Non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. The Company's non-GAAP financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP financial measures, and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP. While the Company believes that non-GAAP financial measures provide useful supplemental information to investors, there are very significant limitations associated with their use. Non-GAAP financial measures are not prepared in accordance with GAAP, may not be reported by all of the Company's competitors and may not be directly comparable to similarly titled measures of the Company's competitors due to potential differences in the exact methods of calculation. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.

Cautionary Note on Forward-Looking Statements

This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectation regarding important risk factors including, but not limited to, interest rate changes, real estate values, continued softening in the economy, which could materially impact credit quality trends and the ability to generate loans, changes in the mix of the Company's business, competitive pressures, changes in accounting, tax or regulatory practices or requirements and those risk factors detailed in the Company's periodic reports and registration statements filed with the Securities and Exchange Commission. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved. This press release contains time-sensitive information that reflects management's best analysis only as of the date of this document. The Company does not undertake an obligation to publicly update or revise any forward-looking statements to reflect new events, information or circumstances, or otherwise. Further information concerning issues that could materially affect financial performance related to forward-looking statements can be found in the Company's periodic filings with the Securities and Exchange Commission.