##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the quarterly period ended June 30, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

COMMISSION FILE # 0-23969



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POCAHONTAS BANCORP, INC.



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|                                           |  |                            
|------------------------------------------ |  | ---------------------------
|State of Incorporation                     |  | IRS Employer Identification
|DELAWARE                                   |  | No. 71-0806097             
|                                           | 
|Address                                    |  | Telephone Number           
|1700 E. Highland Jonesboro, Arkansas 72401 |  | (870) 802-1700             



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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 twelve 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 by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of
large accelerated filer and accelerated filer in Rule 12b-2 of the Securities Exchange Act of 1934.

Large Accelerated
Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES ̈NO  x.

There were 4,641,717 shares of Common Stock ($0.01 par value) issued and outstanding as of August 10, 2006.



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##### Table of Contents

POCAHONTAS BANCORP, INC.

TABLE OF CONTENTS



|                                                                                                                                     |  |     
|------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                                                     |  | Page
|PART I. FINANCIAL INFORMATION                                                                                                        |  |     
|                                                                                                                                     | 
|Item 1.
Unaudited Financial Statements:                                                                                              |  |     
|                                                                                                                                     | 
|Condensed Consolidated Statements of Financial Condition at June 30, 2006 and September 30, 2005                                     |  | 1   
|                                                                                                                                     | 
|Condensed Consolidated Statements of Income for the Three and Nine Months Ended June 30, 2006 and 2005                               |  | 2   
|                                                                                                                                     | 
|Condensed Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income for the Nine Months Ended June 30, 2006 |  | 3   
|                                                                                                                                     | 
|Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2006 and 2005                                     |  | 4   
|                                                                                                                                     | 
|Notes to Condensed Consolidated Financial Statements                                                                                 |  | 5   
|                                                                                                                                     | 
|Report of Independent Registered Public Accounting Firm                                                                              |  | 9   
|                                                                                                                                     | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 10  
|                                                                                                                                     | 
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                                   |  | 24  
|                                                                                                                                     | 
|Item 4.
Controls and Procedures                                                                                                      |  | 25  
|                                                                                                                                     | 
|PART II.
OTHER INFORMATION                                                                                                           |  | 25  
|                                                                                                                                     | 
|Signatures                                                                                                                           |  | 26  
|                                                                                                                                     | 
|Exhibits                                                                                                                             |  |     



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##### Table of Contents

Item 1

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION



|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                                             |  | June 30, 2006 |             |   | September 30,2005 |  
|                                                                                                                                                             |  | (Unaudited)   |             |   |                   |  
|ASSETS                                                                                                                                                       |  |               |             |   |                   |   |             |  
|Cash and due from banks                                                                                                                                      |  | $             | 16,172,216  |   |                   | $ | 23,411,451  |  
|Cash surrender value of life insurance                                                                                                                       |  |               | 8,342,739   |   |                   |   | 8,019,097   |  
|Securities held-to-maturity, at cost                                                                                                                         |  |               | 136,423,194 |   |                   |   | 129,952,373 |  
|Securities available-for-sale, at fair value                                                                                                                 |  |               | 96,841,074  |   |                   |   | 99,460,045  |  
|Trading securities, at fair value                                                                                                                            |  |               |            |   |                   |   | 3,126,044   |  
|Loans receivable, net                                                                                                                                        |  |               | 425,681,760 |   |                   |   | 426,538,047 |  
|Loans receivable, held for sale                                                                                                                              |  |               | 3,536,780   |   |                   |   | 3,057,985   |  
|Accrued interest receivable                                                                                                                                  |  |               | 4,701,138   |   |                   |   | 4,487,837   |  
|Premises and equipment, net                                                                                                                                  |  |               | 16,137,635  |   |                   |   | 16,716,912  |  
|Federal Home Loan Bank stock, at cost                                                                                                                        |  |               | 7,154,200   |   |                   |   | 7,962,000   |  
|Goodwill                                                                                                                                                     |  |               | 8,847,572   |   |                   |   | 8,847,572   |  
|Core deposit premiums, net                                                                                                                                   |  |               | 4,593,416   |   |                   |   | 5,323,319   |  
|Other assets                                                                                                                                                 |  |               | 4,511,923   |   |                   |   | 4,360,885   |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|TOTAL ASSETS                                                                                                                                                 |  | $             | 732,943,647 |   |                   | $ | 741,263,567 |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                         |  |               |             |   |                   |   |             |  
|LIABILITIES:                                                                                                                                                 |  |               |             |   |                   |   |             |  
|Deposits                                                                                                                                                     |  | $             | 534,754,881 |   |                   | $ | 514,043,734 |  
|Federal Home Loan Bank advances                                                                                                                              |  |               | 125,076,586 |   |                   |   | 148,645,397 |  
|Deferred compensation                                                                                                                                        |  |               | 1,817,911   |   |                   |   | 2,176,859   |  
|Accrued expenses and other liabilities                                                                                                                       |  |               | 2,849,582   |   |                   |   | 7,066,640   |  
|Trust preferred securities                                                                                                                                   |  |               | 16,978,258  |   |                   |   | 16,962,683  |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|Total liabilities                                                                                                                                            |  |               | 681,477,218 |   |                   |   | 688,895,313 |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|STOCKHOLDERS EQUITY:                                                                                                                                        |  |               |             |   |                   |   |             |  
|Common stock, $0.01 par value, 8,000,000 shares authorized; 7,602,492 shares issued and 4,641,717 shares outstanding at June 30, 2006 and
September 30, 2005 |  |               | 76,024      |   |                   |   | 76,024      |  
|Additional paid-in capital                                                                                                                                   |  |               | 57,275,390  |   |                   |   | 57,275,390  |  
|Unearned ESOP shares                                                                                                                                         |  |               | (2,152,968  | ) |                   |   | (2,076,856  | )
|Accumulated other comprehensive loss, net                                                                                                                    |  |               | (4,354,961  | ) |                   |   | (2,517,282  | )
|Retained earnings                                                                                                                                            |  |               | 25,025,488  |   |                   |   | 24,013,522  |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|                                                                                                                                                             |  |               | 75,868,973  |   |                   |   | 76,770,798  |  
|                                                                                                                                                             |  |              
|Treasury stock at cost, 2,960,775 shares, at June 30, 2006 and September 30, 2005                                                                            |  |               | (24,402,544 | ) |                   |   | (24,402,544 | )
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|Total stockholders equity                                                                                                                                   |  |               | 51,466,429  |   |                   |   | 52,368,254  |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                   |  | $             | 732,943,647 |   |                   | $ | 741,263,567 |  
|                                                                                                                                                             |  |               |             |   |                   |   |             |  

See notes to unaudited condensed consolidated financial statements.



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##### Table of Contents

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)



|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|--------------------------------------------------- |  | -------------------------- | --------- | - | -------------------------- | - | --------- | ---- |  | ---- | ---------- |  | - | ----------
|                                                    |  | Three Months EndedJune 30, |           |   | Nine Months Ended June 30,
|                                                    |  | 2006                       |           |   | 2005                       |   |           | 2006 |  | 2005
|INTEREST INCOME:                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Loans receivable                                    |  | $                          | 7,208,684 |   |                            | $ | 5,876,659 |      |  | $    | 21,093,650 |  | $ | 17,191,584
|Investment securities                               |  |                            | 2,607,873 |   |                            |   | 3,181,993 |      |  |      | 7,944,276  |  |   | 9,369,404 
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Total interest income                               |  |                            | 9,816,557 |   |                            |   | 9,058,652 |      |  |      | 29,037,926 |  |   | 26,560,988
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|INTEREST EXPENSE:                                   |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Deposits                                            |  |                            | 4,442,662 |   |                            |   | 3,122,294 |      |  |      | 12,277,310 |  |   | 8,852,830 
|Borrowed funds                                      |  |                            | 1,353,128 |   |                            |   | 1,376,226 |      |  |      | 4,119,373  |  |   | 3,930,244 
|Trust preferred securities                          |  |                            | 408,297   |   |                            |   | 363,597   |      |  |      | 1,185,020  |  |   | 1,056,870 
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Total interest expense                              |  |                            | 6,204,087 |   |                            |   | 4,862,117 |      |  |      | 17,581,703 |  |   | 13,839,944
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|NET INTEREST INCOME                                 |  |                            | 3,612,470 |   |                            |   | 4,196,535 |      |  |      | 11,456,223 |  |   | 12,721,044
|PROVISION FOR LOAN LOSSES                           |  |                            |          |   |                            |   |          |      |  |      | 310,000    |  |   | 125,000   
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                            | 3,612,470 |   |                            |   | 4,196,535 |      |  |      | 11,146,223 |  |   | 12,596,044
|NON-INTEREST INCOME:                                |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Dividends                                           |  |                            | 93,442    |   |                            |   | 89,986    |      |  |      | 290,580    |  |   | 217,447   
|Fees and service charges                            |  |                            | 794,107   |   |                            |   | 808,673   |      |  |      | 2,374,334  |  |   | 2,372,253 
|Gain on sale of loans                               |  |                            | 213,927   |   |                            |   | 258,390   |      |  |      | 583,804    |  |   | 733,428   
|Gain/(loss) on sale of loan servicing               |  |                            | (34,908   | ) |                            |   |          |      |  |      | 159,148    |  |   |          
|Gain on sale of securities, net                     |  |                            | 3,982     |   |                            |   | 564,290   |      |  |      | 269,941    |  |   | 564,290   
|Trading gain/(loss), net                            |  |                            |          |   |                            |   | (16,227   | )    |  |      | 337        |  |   | 7,492     
|Other                                               |  |                            | 79,319    |   |                            |   | 29,001    |      |  |      | 278,702    |  |   | 208,692   
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Total non-interest income                           |  |                            | 1,149,869 |   |                            |   | 1,734,113 |      |  |      | 3,956,846  |  |   | 4,103,602 
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|NON-INTEREST EXPENSE                                |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Compensation and benefits                           |  |                            | 2,329,291 |   |                            |   | 2,508,409 |      |  |      | 7,151,644  |  |   | 7,269,121 
|Occupancy and equipment                             |  |                            | 724,239   |   |                            |   | 645,067   |      |  |      | 2,223,130  |  |   | 2,079,739 
|Insurance premiums                                  |  |                            | 102,965   |   |                            |   | 95,559    |      |  |      | 301,361    |  |   | 271,899   
|Professional fees                                   |  |                            | 286,281   |   |                            |   | 251,862   |      |  |      | 870,658    |  |   | 789,116   
|Data processing                                     |  |                            | 194,856   |   |                            |   | 167,173   |      |  |      | 561,980    |  |   | 478,796   
|Advertising and donations                           |  |                            | 139,147   |   |                            |   | 312,342   |      |  |      | 429,435    |  |   | 732,870   
|Office supplies                                     |  |                            | 73,042    |   |                            |   | 140,996   |      |  |      | 228,612    |  |   | 258,925   
|REO and other repossessed assets                    |  |                            | 4,307     |   |                            |   | 132,981   |      |  |      | 85,410     |  |   | 172,494   
|Other                                               |  |                            | 307,067   |   |                            |   | 398,483   |      |  |      | 1,005,814  |  |   | 1,025,174 
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Total non-interest expense                          |  |                            | 4,161,195 |   |                            |   | 4,652,872 |      |  |      | 12,858,044 |  |   | 13,078,134
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|INCOME BEFORE INCOME TAXES                          |  |                            | 601,144   |   |                            |   | 1,277,776 |      |  |      | 2,245,025  |  |   | 3,621,512 
|INCOME TAXES (BENEFIT)                              |  |                            | (37,569   | ) |                            |   | 439,700   |      |  |      | 119,048    |  |   | 1,236,200 
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|NET INCOME                                          |  | $                          | 638,713   |   |                            | $ | 838,076   |      |  | $    | 2,125,977  |  | $ | 2,385,312 
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|EARNINGS PER SHARE:                                 |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Basic earnings per share                            |  | $                          | 0.14      |   |                            | $ | 0.19      |      |  | $    | 0.47       |  | $ | 0.53      
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|Diluted earnings per share                          |  | $                          | 0.14      |   |                            | $ | 0.18      |      |  | $    | 0.47       |  | $ | 0.52      
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           
|DIVIDENDS PAID                                      |  | $                          | 0.08      |   |                            | $ | 0.08      |      |  | $    | 0.24       |  | $ | 0.24      
|                                                    |  |                            |           |   |                            |   |           |      |  |      |            |  |   |           

See notes to unaudited condensed consolidated financial statements.



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##### Table of Contents

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(UNAUDITED)



|                                                                           |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   |            |  
|-------------------------------------------------------------------------- |  | ------------ |  | -------------------------- | ------ | -------------------- | - | ---------- | -------------------------------------------- | ------ | ---------- | ----------------- |  | - | -------------- | - |  | -------------------------- | ---------- | - |  | --------- |  | - | ----------- | - |  | - | ---------- | -
|                                                                           |  | Common Stock |  | Additional Paid-In Capital |        | Unearned ESOP Shares |   |            | Accumulated Other Comprehensive Income(loss) |        |            | Retained Earnings |  |   | Treasury Stock |   |  | Total Stockholders Equity |           
|                                                                           |  | Shares       |  | Amount                     |        |                      |   |            |                                              | Shares |            | Amount            |  |  
|BALANCE, OCTOBER 1, 2005                                                   |  | 7,602,492    |  | $                          | 76,024 |                      | $ | 57,275,390 |                                              | $      | (2,076,856 | )                 |  | $ | (2,517,282     | ) |  | $                          | 24,013,522 |   |  | 2,960,775 |  | $ | (24,402,544 | ) |  | $ | 52,368,254 |  
|                                                                           |  |              |  |                            |        |                      |   |            |                                             
|Comprehensive income (loss)                                                |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   |            |  
|Net change in unrealized loss on available-for-sale securities, net of tax |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   | (1,780,300     | ) |  |                            |            |   |  |           |  |   |             |   |  |   | (1,780,300 | )
|Amortization of loss for securities transferred to HTM                     |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   | 120,782        |   |  |                            |            |   |  |          |  |   |            |   |  |   | 120,782    |  
|Less reclassification adjustment for (Gains) Losses included in net income |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   | (178,161       | ) |  |                            |            |   |  |           |  |   |             |   |  |   | (178,161   | )
|Net income                                                                 |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            | 2,125,977  |   |  |           |  |   |             |   |  |   | 2,125,977  |  
|                                                                           |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   |            |  
|Total comprehensive income (loss)                                          |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   | 288,298    |  
|Purchase of stock with ESOP loan                                           |  |              |  |                            |        |                      |   |            |                                              |        | (76,112    | )                 |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   | (76,112    | )
|Dividends declared                                                         |  |             |  |                            |       |                      |   |           |                                              |        |           |                   |  |   |               |   |  |                            | (1,114,011 | ) |  |          |  |   |            |   |  |   | (1,114,011 | )
|                                                                           |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   |            |  
|BALANCE, JUNE 30, 2006                                                     |  | 7,602,492    |  | $                          | 76,024 |                      | $ | 57,275,390 |                                              | $      | (2,152,968 | )                 |  | $ | (4,354,961     | ) |  | $                          | 25,025,488 |   |  | 2,960,775 |  | $ | (24,402,544 | ) |  | $ | 51,466,429 |  
|                                                                           |  |              |  |                            |        |                      |   |            |                                              |        |            |                   |  |   |                |   |  |                            |            |   |  |           |  |   |             |   |  |   |            |  

See notes to unaudited condensed consolidated financial statements.



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##### Table of Contents

POCAHONTAS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



|                                                                                                               |  |                            |                |   |      |   |              |  
|-------------------------------------------------------------------------------------------------------------- |  | -------------------------- | -------------- | - | ---- | - | ------------ | -
|                                                                                                               |  | Nine Months Ended June 30, |               
|                                                                                                               |  | 2006                       |                |   | 2005 |  
|OPERATING ACTIVITIES:                                                                                          |  |                            |                |   |      |   |              |  
|Net income                                                                                                     |  | $                          | 2,125,977      |   |      | $ | 2,385,312    |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities:                    |  |                            |                |   |      |   |              |  
|Provision for loan losses                                                                                      |  |                            | 310,000        |   |      |   | 125,000      |  
|Depreciation of premises and equipment                                                                         |  |                            | 985,303        |   |      |   | 987,512      |  
|Amortization of deferred loan fees                                                                             |  |                            | (46,816        | ) |      |   | (52,966      | )
|Amortization of premiums and discounts, net                                                                    |  |                            | 125,247        |   |      |   | 121,984      |  
|Amortization of core deposit premium                                                                           |  |                            | 729,903        |   |      |   | 729,903      |  
|(Increase) decrease in loans held for sale                                                                     |  |                            | 105,009        |   |      |   | (531,226     | )
|Net gain on sale of loans                                                                                      |  |                            | (583,804       | ) |      |   | (733,428     | )
|Net gain on sale of securities                                                                                 |  |                            | (269,941       | ) |      |   | (564,290     | )
|Net gain on sale of mortgage servicing rights                                                                  |  |                            | (159,148       | ) |      |   |             |  
|Increase in cash surrender value of life insurance policies                                                    |  |                            | (323,642       | ) |      |   | (287,318     | )
|Stock dividends on FHLB stock                                                                                  |  |                            | (258,400       | ) |      |   | (177,300     | )
|Changes in operating assets and liabilities:                                                                   |  |                            |                |   |      |   |              |  
|Trading securities                                                                                             |  |                            | (442,256       | ) |      |   | (907,141     | )
|Accrued interest receivable                                                                                    |  |                            | (213,301       | ) |      |   | 12,142       |  
|Other assets                                                                                                   |  |                            | 28,292         |   |      |   | (1,937,301   | )
|Deferred compensation                                                                                          |  |                            | (358,947       | ) |      |   | (205,906     | )
|Accrued expenses and other liabilities                                                                         |  |                            | (1,415,720     | ) |      |   | 899,002      |  
|                                                                                                               |  |                            |                |   |      |   |              |  
|Net cash (used in) provided by operating activities                                                            |  |                            | 337,756        |   |      |   | (136,021     | )
|                                                                                                               |  |                            |                |   |      |   |              |  
|INVESTING ACTIVITIES:                                                                                          |  |                            |                |   |      |   |              |  
|Purchases of available-for-sale and held to maturity securities                                                |  |                            | (36,868,631    | ) |      |   | (78,029,357  | )
|Proceeds from sale of securities available-for-sale                                                            |  |                            | 2,900,647      |   |      |   | 49,179,199   |  
|Proceeds from maturities, calls and principal prepayment of available-for-sale and held to maturity securities |  |                            | 28,568,120     |   |      |   | 34,707,097   |  
|Net (increase) decrease in loans                                                                               |  |                            | 593,103        |   |      |   | (5,450,925   | )
|Net (increase) decrease in FHLB bank                                                                           |  |                            | 1,066,200      |   |      |   | (852,500     | )
|Proceeds from sale of real estate owned                                                                        |  |                            | 988,721        |   |      |   | 1,048,814    |  
|Proceeds from sale of assets                                                                                   |  |                            | 3,235          |   |      |   | 681          |  
|Purchases of premises and equipment                                                                            |  |                            | (409,261       | ) |      |   | (3,302,935   | )
|                                                                                                               |  |                            |                |   |      |   |              |  
|Net cash used in investing activities                                                                          |  |                            | (3,157,866     | ) |      |   | (2,699,926   | )
|                                                                                                               |  |                            |                |   |      |   |              |  
|FINANCING ACTIVITIES:                                                                                          |  |                            |                |   |      |   |              |  
|Net increase in deposits                                                                                       |  |                            | 20,711,148     |   |      |   | 5,744,362    |  
|Federal Home Loan Bank advances                                                                                |  |                            | 997,030,000    |   |      |   | 656,145,000  |  
|Repayment of Federal Home Loan Bank advances                                                                   |  |                            | (1,020,598,811 | ) |      |   | (661,332,176 | )
|Purchase of stock for ESOP                                                                                     |  |                            | (76,112        | ) |      |   | (451,590     | )
|Dividends paid                                                                                                 |  |                            | (1,485,350     | ) |      |   | (1,114,011   | )
|                                                                                                               |  |                            |                |   |      |   |              |  
|Net cash used in financing activities                                                                          |  |                            | (4,419,125     | ) |      |   | (1,008,415   | )
|                                                                                                               |  |                            |                |   |      |   |              |  
|NET DECREASE IN CASH                                                                                           |  |                            | (7,239,235     | ) |      |   | (3,844,362   | )
|CASH AT BEGINNING OF PERIOD                                                                                    |  |                            | 23,411,451     |   |      |   | 35,218,491   |  
|                                                                                                               |  |                            |                |   |      |   |              |  
|CASH AT END OF PERIOD                                                                                          |  | $                          | 16,172,216     |   |      | $ | 31,374,129   |  
|                                                                                                               |  |                            |                |   |      |   |              |  

See notes to unaudited condensed consolidated financial statements.



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##### Table of Contents

POCAHONTAS BANCORP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



|1. | BASIS OF PRESENTATION
|-- | ---------------------

The condensed consolidated
statement of financial condition information at September 30, 2005 was derived from the audited consolidated statement of financial condition of Pocahontas Bancorp, Inc. (the Company), at September 30, 2005. The condensed
consolidated financial statements at and for the three and nine months ended June 30, 2006 and 2005 are unaudited. The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation 10 of Regulation S-X. Certain information required for a complete presentation in accordance with
generally accepted accounting principles has been omitted. All adjustments that are, in the opinion of management, necessary for a fair presentation of the interim financial statements have been included; these adjustments consist only of normal
recurring adjustments. The results of operations for the three and nine months ended June 30, 2006, are not necessarily indicative of the results that may be expected for the entire fiscal year or any interim period.

The interim financial information should be read in conjunction with the consolidated financial statements and notes of the Company, including a summary
of significant accounting policies followed by the Company, included in the Annual Report for the fiscal year ended September 30, 2005. The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly
owned subsidiary, First Community Bank (the Bank), as well as the Banks subsidiaries, Southern Mortgage Corporation, P.F. Service, Inc. and Sun Realty, Inc., which provide real estate services (collectively referred to as the
Company). All significant intercompany transactions have been eliminated in consolidation.

Use of
EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.

Stock Compensation Statement Number 123 (revised 2004) (FAS 123 (R)), Share-Based
Payments,requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees. As of October 1, 2005, the Company adopted FAS 123(R) using the
modified prospective method. Under this method, the Company is required to record compensation expense (as previous awards continue to vest) for the unvested portion of previously granted awards that remained outstanding at the date of adoption. As
of October 1, 2005, the Companys options were fully vested, requiring no expense to be recorded for the nine-month period ended June 30, 2006.

Recently Adopted or Issued Accounting Standards In November 2005, FSP FAS 115-1 and FAS 124-1 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments was issued. The FSP addressed the determination as to when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. It also included accounting considerations
subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance of the FSP amended FASB Statements
No. 115, Accounting for Certain Investments in Debt and Equity Securities, No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations, and APB Opinion No 18, The Equity Method of Accounting for
Investments in Common Stock. The FSP nullified certain requirements of Emerging Issues Task Force



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##### Table of Contents

(EITF) Issue 03-1 and supersedes EITF Topic No. D-44, Recognition of
Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value. The FSP gives guidance regarding how to determine whether an investment is impaired, if impaired how to evaluate whether the impairment is
other-than-temporary, and proper accounting and disclosures for the investments. The Guidance is effective for reporting periods beginning after December 15, 2005; earlier application is permitted. The adoption of EITF 03-1 did not have an
effect on the Companys consolidated financial statements.

Reclassifications Certain amounts for the nine-month
period ended June 30, 2005 have been reclassified to conform to the presentation for the nine-month period ended June 30, 2006.



|2. | EARNINGS PER SHARE
|-- | ------------------

The earnings per share amounts
were computed using the weighted average number of shares outstanding during the periods presented. In accordance with Statement of Position No. 93-6, Employers Accounting for Employee Stock Ownership Plans, issued by the American
Institute of Certified Public Accountants, shares owned by the Companys Employee Stock Ownership Plan that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share.

The weighted average numbers of shares used in the basic and diluted earnings per share calculation are set out in the table below:



|                                                                                      |  |                            |  |                           |  |           |  |          
|------------------------------------------------------------------------------------- |  | -------------------------- |  | ------------------------- |  | --------- |  | ---------
|                                                                                      |  | Three Months EndedJune 30, |  | Nine Months EndedJune 30,
|                                                                                      |  | 2006                       |  | 2005                      |  | 2006      |  | 2005     
|Total weighted average basic shares outstanding                                       |  | 4,507,109                  |  | 4,490,126                 |  | 4,508,965 |  | 4,495,939
|Add dilutive effect of unexercised options                                            |  | 63,297                     |  | 78,613                    |  | 60,162    |  | 82,428   
|                                                                                      |  |                            |  |                           |  |           |  |          
|Total weighted average shares outstanding for dilutive earnings-per-share calculation |  | 4,570,406                  |  | 4,568,739                 |  | 4,569,127 |  | 4,578,367
|                                                                                      |  |                            |  |                           |  |           |  |          



|3. | DECLARATION OF DIVIDENDS
|-- | ------------------------

On May 17, 2006, the
Board of Directors declared an $0.08 per share quarterly cash dividend for holders of record on June 15, 2006.



|4. | BENEFIT PLANS
|-- | -------------

Stock Option Plan -
The Companys stockholders approved the 1998 Stock Option Plan (SOP) on October 23, 1998. The SOP provides for a committee of the Companys Board of Directors to award incentive non-qualified or compensatory stock options
to purchase up to 357,075 shares of Company common stock. The options vest in equal amounts over five years with the first vesting date on October 23, 1999. Options granted vest immediately in the event of retirement, disability, or death, or
following a change in control of the Company. Outstanding stock options can be exercised over a ten-year period. Under the SOP, options have been granted to directors and key employees of the Company. The exercise price in each case equaled the fair
market value of the Companys stock at the date of grant. The Company granted 350,000 options on October 23, 1998, which have an exercise price of $9.00 per share. As of June 30, 2006, 174,000 options were outstanding and exercisable.

NARK Stock Option PlanDuring the fiscal year ended September 30, 2002, the Company completed its
acquisition of North Arkansas Bancshares, Inc. The Company assumed 30,970 in stock options granted to employees and directors of North Arkansas Bancshares, Inc. related to such acquisition. All options granted to non-employee directors shall expire
one year after the non-employee director ceases to maintain continuous service. On June 30, 2006, 16,831 options were outstanding.



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##### Table of Contents

|5. | GOODWILL AND INTANGIBLE ASSETS
|-- | ------------------------------

The Company
performed its annual goodwill impairment test as of April 1, 2006 and concluded there was no impairment to the recorded value of the Companys goodwill. Absent any impairment indicators, the Company will perform its next impairment test as
of April 1, 2007, during the quarter ended June 30, 2007.

As of June 30, 2006 the Company had total core deposit premiums of
$4,593,416, net of accumulated amortization of $4,996,791. Core deposit premiums are estimated to have a useful life of 10 years.

The
amortization of core deposit premiums is reported in the interest expense on deposits line item of the Companys Condensed Consolidated Statements of Income. Total amortization expense for core deposit premiums was $729,903 for the
nine-month period ended June 30, 2006. Amortization expense for the net carrying amount of core deposit premiums at June 30, 2006, was estimated to be as follows (in thousands):



|                                       |  |   |      
|-------------------------------------- |  | - | -----
|Three months ending September 30, 2006 |  | $ | 243  
|Year ending September 30, 2007         |  |   | 973  
|Year ending September 30, 2008         |  |   | 839  
|Year ending September 30, 2009         |  |   | 794  
|Year ending September 30, 2010         |  |   | 794  
|After September 30, 2010               |  |   | 950  
|                                       |  |   |      
|Total                                  |  | $ | 4,593
|                                       |  |   |      



|6. | CONTINGENCIES
|-- | -------------

The Company is a defendant in
certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the
condensed consolidated financial statements of the Company and its subsidiaries.



|7. | ALLOWANCE FOR LOAN LOSSES
|-- | -------------------------

A summary of the
activity in the allowance for loan losses is as follows (in thousands):



|                                   |  |                            |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|---------------------------------- |  | -------------------------- | ----- | - | ------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                   |  | Three Months EndedJune 30, |       |   | Nine Months EndedJune 30, |  
|                                   |  | 2006                       |       |   | 2005                      |   |       | 2006 |  |   | 2005   |  
|Balance at beginning of the period |  | $                          | 2,592 |   |                           | $ | 3,437 |      |  | $ | 3,209  |   |  | $ | 3,765  |  
|Provision for losses               |  |                            |      |   |                           |   |      |      |  |   | 310    |   |  |   | 125    |  
|Charge-offs                        |  |                            | (156  | ) |                           |   | (647  | )    |  |   | (1,272 | ) |  |   | (1,411 | )
|Recoveries                         |  |                            | 97    |   |                           |   | 449   |      |  |   | 286    |   |  |   | 760    |  
|                                   |  |                            |       |   |                           |   |       |      |  |   |        |   |  |   |        |  
|Balance at end of the period       |  | $                          | 2,533 |   |                           | $ | 3,239 |      |  | $ | 2,533  |   |  | $ | 3,239  |  
|                                   |  |                            |       |   |                           |   |       |      |  |   |        |   |  |   |        |  



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##### Table of Contents

|8. | EMPLOYEE STOCK OWNERSHIP PLAN
|-- | -----------------------------

The Company
established an Employee Stock Ownership Plan (ESOP) on March 31, 1998. During the fiscal year ended September 30, 2005, the ESOP established a new $3.09 million line of credit with the Company. The loan proceeds were used to
pay off the $0.29 million balance of the loan established during fiscal 2003 and the $1.80 million balance of the loan established during fiscal 2004. The remaining $1.00 million was to be used to purchase additional shares of Company stock on or
before December 31, 2005. The loan is collateralized by shares that were purchased with the proceeds of the loan. As of June 30, 2006, the ESOP owed $2.13 million on the line of credit. As the loan is repaid, ESOP shares will be allocated
to participants of the ESOP and are available for release to the participants subject to the vesting provisions of the ESOP.



|9. | SUBSEQUENT EVENT
|-- | ----------------

On July 26, 2006, the
Company entered into a definitive agreement with IBERIABANK Corporation (IBERIABANK) pursuant to which IBERIABANK will acquire the Company. According to the agreement, shareholders of Pocahontas will receive 0.2781 share of IBERIABANK
common stock per outstanding share of Pocahontas common stock. The merger consideration is not subject to caps or collars. The transaction is expected to be consummated prior to calendar year-end 2006, subject to regulatory and Pocahontas
shareholder approvals. Subsequent to completion of the merger, First Community Bank will operate as a separately chartered banking subsidiary of IBERIABANK.

Reference is made to the Companys Current Report on Form 8-K, which was filed with the SEC on August 1, 2006 and contains additional details regarding the transaction.



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors
and Stockholders

Pocahontas Bancorp, Inc.

Jonesboro, Arkansas

We have reviewed the
accompanying condensed consolidated statement of financial condition of POCAHONTAS BANCORP, INC. as of June 30, 2006, and the related condensed consolidated statements of income for the three-month and nine-month period ended
June 30, 2006 and stockholders equity and cash flows for the nine-month period ended June 30, 2006. These interim financial statements are the responsibility of the Companys management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information
consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of
the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United States of America.

Another independent registered public accounting firm
previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition as of September 30, 2005 and the related consolidated statement of income,
stockholders equity and cash flows for the year then ended (not presented herein); and in their report dated December 22, 2005 (May 19, 2006 as to the effects of the restatement described in Note 26), they expressed an unqualified opinion
on those consolidated financial statements. In our opinion, based on the report of the other independent registered public accounting firm, the information set forth in the accompanying condensed consolidated statement of financial condition as of
September 30, 2005, is fairly stated, in all material respects, in relation to the consolidated statement of financial condition from which it has been derived.

/s/ BKD, LLP

Little Rock,
Arkansas

August 2, 2006



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##### Table of Contents

|ITEM 2 | 
|------ | 

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words believes, anticipates, plans, expects and similar expressions
are intended to identify forward-looking statements. There are a number of important factors that could cause the Companys actual results to differ materially from those contemplated by such forward-looking statements. These important factors
include, without limitation, the Banks continued ability to originate quality loans, fluctuation of interest rates, real estate market conditions in the Banks lending areas, general and local economic conditions, the Banks
continued ability to attract and retain deposits, the Companys ability to control costs, new accounting pronouncements and changing regulatory requirements.

Overview - The Company is a savings and loan holding company headquartered in Jonesboro, Arkansas. The Company has no substantial operations other than serving as the holding company of its wholly owned subsidiary, First
Community Bank. As discussed in Footnote 9, the Company entered into a definitive agreement with IBERIABANK on July 26, 2006, pursuant to which IBERIABANK will acquire the Company.

The Bank is a community-oriented federally chartered savings and loan association regulated by the Office of Thrift Supervision (OTS). The Bank has a total of 21 locations: 20 locations are concentrated in the
Northeast Arkansas counties of Craighead, Clay, Greene, Jackson, Lawrence, Poinsett, Randolph and Sharp, and the 21stlocation is in Tulsa County, Oklahoma. Southern Mortgage Corporation, a mortgage company located in Tulsa, Oklahoma, is a wholly owned subsidiary of the Bank.

Our primary business consists of acting as a financial intermediary by attracting deposits from the general public and using such funds, together with borrowings and other funds, to originate loans and invest in
securities. Mortgage loans consist primarily of single family residential and commercial real estate located in the Companys primary market areas. In addition to mortgage loans, the Company uses funds to originate construction, consumer and
commercial business loans and to purchase investment securities.

Third Quarter Highlights - Net income was $0.64 million for the quarter
ended June 30, 2006, compared to net income of $0.84 million for the quarter ended June 30, 2005, a decrease of $0.20 million. Basic and diluted earnings per share were $0.14 for the quarter ended June 30, 2006, compared to basic
earnings per share of $0.19 and diluted earnings per share of $0.18 for the same period last year.

The decrease in net income for the quarter ended
June 30, 2006 was primarily due to the decrease in net interest income and non-interest income, which were partially offset by the decrease in non-interest expense and income tax expense for the quarter ended June 30, 2006 compared to the
quarter ended June 30, 2005. The decrease in non-interest income for the quarter ended June 30, 2006 was primarily due to the $0.56 million decrease in gain on sale of securities for the quarter compared to the same period last year. The
decrease in non-interest expense for the quarter ended June 30, 2006 was primarily due to decreases in compensation and benefits, advertising and donations and REO and other repossessed asset expenses compared to expenses for the quarter ended
June 30, 2005. Net interest income before provision for loan loss for the quarter ended June 30, 2006 decreased 13.9% to $3.61 million from $4.20 million for the quarter ended June 30, 2005. The Companys net interest rate spread
was 2.20% for the quarter ended June 30, 2006 compared to 2.59% for the quarter ended June 30, 2005. Net interest margin was 2.15% for the quarter ended June 30, 2006 compared to 2.53% for the quarter ended June 30, 2005. The
yield on average interest-earning assets increased 38 basis points and the cost on average interest-bearing liabilities increased 78 basis points for the quarter ended June 30, 2006 when compared to the rates for the same period last year,
resulting in the decreased interest rate spread and net interest income for the quarter.

Net income was $2.13 million for the nine months ended
June 30, 2006, compared to net income of $2.39 million for the nine months ended June 30, 2005, a decrease of $0.26 million. Basic and diluted earnings per share were $0.47 for the nine months ended June 30, 2006, compared to basic
earnings per share of $0.53 and diluted earnings per share of $0.52 for the same period last year.



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The decrease in net income for the nine months ended June 30, 2006 was primarily due to the decrease in net interest
income, partially offset by a decrease in income tax expense for the nine months ended June 30, 2006 compared to the nine months ended June 30, 2005. Net interest income before provision for loan loss for the nine months ended
June 30, 2006 decreased 9.9% to $11.46 million from $12.72 million for the nine months ended June 30, 2005. The Companys net interest rate spread was 2.31% for the nine months ended June 30, 2006 compared to 2.69% for the nine
months ended June 30, 2005. Net interest margin was 2.26% for the nine months ended June 30, 2006 compared to 2.59% for the nine months ended June 30, 2005. The yield on average interest-earning assets increased 33 basis points and
the cost on average interest-bearing liabilities increased 71 basis points for the nine months ended June 30, 2006 when compared to the rates for the same period last year, resulting in the decreased interest rate spread and net interest income
for the nine months.

The Companys effective tax rate for the nine months ended June 30, 2006 was 5.3% compared to 25.3% for the year ended
September 30, 2005. The decrease in the effective tax rate was due to the increased investment in non-taxable securities, most of which occurred during the last quarter of the year ended September 30, 2005 and the first quarter of fiscal
2006. Due to the increase in non taxable income associated with these securities, the Company recorded an income tax benefit of $37,600 during the quarter ended June 30, 2006.

Critical Accounting Policies - In preparing financial information, management is required to make significant estimates and assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses for the periods shown. The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States and general banking practices. Estimates
and assumptions most significant to the Company are related primarily to the allowance for loan losses and goodwill and are summarized in the following discussion and the notes to the consolidated financial statements.

The Company has established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish a sufficient allowance for loan
losses. The allowance for loan losses is based on managements current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for loan losses is established through a provision for loan losses
based on managements evaluation of the risk inherent in the loan portfolio, and considers all known internal and external factors that affect loan collectability as of the reporting date. Such evaluation, which includes a review of loans on
which full collectability may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, net present value of expected future cash flows, economic conditions,
historical loan loss experience, managements knowledge of inherent risks in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Although we
believe that we have established and maintained the allowance for loan losses at adequate levels, different assumptions used in evaluating the adequacy of the allowance could result in material changes in the Companys consolidated financial
condition and results of operations. The Companys policies and methodology for determining the allowance involve a high degree of complexity and require subjective judgments about uncertain matters.

The Companys goodwill (the amount paid in excess of fair value of acquired net assets) is reviewed at least annually to ensure that there have been no events or
circumstances resulting in an impairment of the recorded amount of excess purchase price. Adverse changes in the economic environment, operations of acquired business units, or other factors could result in a decline in projected fair values. If the
estimated fair value is less than the carrying amount, a loss would be recognized to reduce the carrying amount to implied fair value.

Management has
discussed the development and selection of these critical accounting policies with the Audit Committee of the Board of Directors.



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##### Table of Contents

Statement of Financial Condition Analysis as of June 30, 2006 and September 30, 2005 and Analysis and
Comparison of Results of Operations for the Three and Nine Months Ended June 30, 2006 and 2005

The following table shows the variance in
dollars and percent change between the Condensed Consolidated Statements of Financial Condition at June 30, 2006 and at September 30, 2005 (unaudited):



|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|-------------------------------------------- |  | ---------------------- | ------- | - | ----------------- | - | ------- | -------- |  | - | -------- | - |  | ------ | --
|                                             |  | June 30,2006           |         |   | September 30,2005 |   |         | Variance |  |   | % Change |  
|                                             |  | (dollars in thousands) |         |   |                   |  
|ASSETS                                       |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|Cash and due from banks                      |  | $                      | 16,172  |   |                   | $ | 23,411  |          |  | $ | (7,239   | ) |  | (30.9  | )%
|Cash surrender value of life insurance       |  |                        | 8,343   |   |                   |   | 8,019   |          |  |   | 324      |   |  | 4.0    | % 
|Securities held-to-maturity, at cost         |  |                        | 136,423 |   |                   |   | 129,952 |          |  |   | 6,471    |   |  | 5.0    | % 
|Securities available-for-sale, at fair value |  |                        | 96,841  |   |                   |   | 99,460  |          |  |   | (2,619   | ) |  | (2.6   | )%
|Trading securities, at fair value            |  |                        |        |   |                   |   | 3,126   |          |  |   | (3,126   | ) |  | (100.0 | )%
|Loans receivable, net                        |  |                        | 425,682 |   |                   |   | 426,538 |          |  |   | (856     | ) |  | (0.2   | )%
|Loans receivable, held for sale              |  |                        | 3,537   |   |                   |   | 3,058   |          |  |   | 479      |   |  | 15.7   | % 
|Accrued interest receivable                  |  |                        | 4,701   |   |                   |   | 4,488   |          |  |   | 213      |   |  | 4.7    | % 
|Premises and equipment, net                  |  |                        | 16,138  |   |                   |   | 16,717  |          |  |   | (579     | ) |  | (3.5   | )%
|Federal Home Loan Bank Stock, at cost        |  |                        | 7,154   |   |                   |   | 7,962   |          |  |   | (808     | ) |  | (10.1  | )%
|Goodwill                                     |  |                        | 8,848   |   |                   |   | 8,848   |          |  |   |         |   |  | 0.0    | % 
|Core deposit premiums, net                   |  |                        | 4,593   |   |                   |   | 5,323   |          |  |   | (730     | ) |  | (13.7  | )%
|Other assets                                 |  |                        | 4,512   |   |                   |   | 4,362   |          |  |   | 150      |   |  | 3.4    | % 
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|TOTAL ASSETS                                 |  | $                      | 732,944 |   |                   | $ | 741,264 |          |  | $ | (8,320   | ) |  | (1.1   | )%
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|LIABILITIES AND STOCKHOLDERS EQUITY         |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|LIABILITIES:                                 |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|Deposits                                     |  | $                      | 534,755 |   |                   | $ | 514,044 |          |  | $ | 20,711   |   |  | 4.0    | % 
|Federal Home Loan Bank advances              |  |                        | 125,077 |   |                   |   | 148,645 |          |  |   | (23,568  | ) |  | (15.9  | )%
|Deferred compensation                        |  |                        | 1,818   |   |                   |   | 2,177   |          |  |   | (359     | ) |  | (16.5  | )%
|Accrued expenses and other liabilities       |  |                        | 2,850   |   |                   |   | 7,067   |          |  |   | (4,217   | ) |  | (59.7  | )%
|Trust preferred securities                   |  |                        | 16,978  |   |                   |   | 16,963  |          |  |   | 15       |   |  | 0.1    | % 
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|Total liabilities                            |  |                        | 681,478 |   |                   |   | 688,896 |          |  |   | (7,418   | ) |  | (1.1   | )%
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|STOCKHOLDERS EQUITY:                        |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|Common stock                                 |  |                        | 76      |   |                   |   | 76      |          |  |   |         |   |  | 0.0    | % 
|Additional paid-in capital                   |  |                        | 57,275  |   |                   |   | 57,275  |          |  |   |         |   |  | 0.0    | % 
|Unearned ESOP Shares                         |  |                        | (2,153  | ) |                   |   | (2,077  | )        |  |   | (76      | ) |  | 3.7    | % 
|Accumulated other comprehensive loss, net    |  |                        | (4,355  | ) |                   |   | (2,517  | )        |  |   | (1,838   | ) |  | 73.0   | % 
|Retained earnings                            |  |                        | 25,026  |   |                   |   | 24,014  |          |  |   | 1,012    |   |  | 4.2    | % 
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|                                             |  |                        | 75,869  |   |                   |   | 76,771  |          |  |   | (902     | ) |  | (1.2   | )%
|Treasury stock, at cost                      |  |                        | (24,403 | ) |                   |   | (24,403 | )        |  |   |         |   |  | 0.0    | % 
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|Total stockholders equity                   |  |                        | 51,466  |   |                   |   | 52,368  |          |  |   | (902     | ) |  | (1.7   | )%
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY   |  | $                      | 732,944 |   |                   | $ | 741,264 |          |  | $ | (8,320   | ) |  | (1.1   | )%
|                                             |  |                        |         |   |                   |   |         |          |  |   |          |   |  |        |   



12



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The following table shows the variance in dollars and percent change between the Condensed Consolidated Statements of
Income for the three months ended June 30, 2006 and 2005 (unaudited):



|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|--------------------------------------------------- |  | -------------------------- | ----- | - | -------- | - | ----- | -------- |  | - | ----- | - |  | ------ | --
|                                                    |  | Three Months EndedJune 30, |       |   | Variance |   |       | % Change | 
|                                                    |  | 2006                       |       |   | 2005     |   |       |         
|                                                    |  | (dollars in thousands)     |       |   |          |  
|INTEREST INCOME:                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Loans receivable                                    |  | $                          | 7,208 |   |          | $ | 5,877 |          |  | $ | 1,331 |   |  | 22.6   | % 
|Investment securities                               |  |                            | 2,608 |   |          |   | 3,182 |          |  |   | (574  | ) |  | (18.0  | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Total interest income                               |  |                            | 9,816 |   |          |   | 9,059 |          |  |   | 757   |   |  | 8.4    | % 
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|INTEREST EXPENSE:                                   |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Deposits                                            |  |                            | 4,443 |   |          |   | 3,122 |          |  |   | 1,321 |   |  | 42.3   | % 
|Borrowed funds                                      |  |                            | 1,353 |   |          |   | 1,376 |          |  |   | (23   | ) |  | (1.7   | )%
|Trust preferred securities                          |  |                            | 408   |   |          |   | 364   |          |  |   | 44    |   |  | 12.1   | % 
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Total interest expense                              |  |                            | 6,204 |   |          |   | 4,862 |          |  |   | 1,342 |   |  | 27.6   | % 
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|NET INTEREST INCOME                                 |  |                            | 3,612 |   |          |   | 4,197 |          |  |   | (585  | ) |  | (13.9  | )%
|PROVISION FOR LOAN LOSSES                           |  |                            |      |   |          |   |      |          |  |   |      |   |  | 0.0    | % 
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                            | 3,612 |   |          |   | 4,197 |          |  |   | (585  | ) |  | (13.9  | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|NON-INTEREST INCOME:                                |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Dividends                                           |  |                            | 93    |   |          |   | 90    |          |  |   | 3     |   |  | 3.3    | % 
|Fees and service charges                            |  |                            | 794   |   |          |   | 809   |          |  |   | (15   | ) |  | (1.9   | )%
|Gain on sale of loans                               |  |                            | 214   |   |          |   | 258   |          |  |   | (44   | ) |  | (17.1  | )%
|Loss on sale of loan servicing                      |  |                            | (35   | ) |          |   |      |          |  |   | (35   | ) |  | (100.0 | )%
|Gain on sale of securities, net                     |  |                            | 4     |   |          |   | 564   |          |  |   | (560  | ) |  | (99.3  | )%
|Trading loss, net                                   |  |                            |      |   |          |   | (16   | )        |  |   | 16    |   |  | (100.0 | )%
|Other                                               |  |                            | 80    |   |          |   | 29    |          |  |   | 51    |   |  | 175.9  | % 
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Total non-interest income                           |  |                            | 1,150 |   |          |   | 1,734 |          |  |   | (584  | ) |  | (33.7  | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|NON-INTEREST EXPENSE:                               |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Compensation and benefits                           |  |                            | 2,329 |   |          |   | 2,508 |          |  |   | (179  | ) |  | (7.1   | )%
|Occupancy and equipment                             |  |                            | 724   |   |          |   | 645   |          |  |   | 79    |   |  | 12.2   | % 
|Insurance premiums                                  |  |                            | 103   |   |          |   | 96    |          |  |   | 7     |   |  | 7.3    | % 
|Professional fees                                   |  |                            | 286   |   |          |   | 252   |          |  |   | 34    |   |  | 13.5   | % 
|Data processing                                     |  |                            | 195   |   |          |   | 167   |          |  |   | 28    |   |  | 16.8   | % 
|Advertising and donations                           |  |                            | 139   |   |          |   | 312   |          |  |   | (173  | ) |  | (55.4  | )%
|Office supplies                                     |  |                            | 73    |   |          |   | 141   |          |  |   | (68   | ) |  | (48.2  | )%
|REO and other repossessed assets                    |  |                            | 5     |   |          |   | 133   |          |  |   | (128  | ) |  | (96.2  | )%
|Other                                               |  |                            | 307   |   |          |   | 399   |          |  |   | (92   | ) |  | (23.1  | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|Total non-interest expense                          |  |                            | 4,161 |   |          |   | 4,653 |          |  |   | (492  | ) |  | (10.6  | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|INCOME BEFORE INCOME TAXES                          |  |                            | 601   |   |          |   | 1,278 |          |  |   | (677  | ) |  | (53.0  | )%
|INCOME TAXES (BENEFIT)                              |  |                            | (38   | ) |          |   | 440   |          |  |   | (478  | ) |  | (108.6 | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   
|NET INCOME                                          |  | $                          | 639   |   |          | $ | 838   |          |  | $ | (199  | ) |  | (23.7  | )%
|                                                    |  |                            |       |   |          |   |       |          |  |   |       |   |  |        |   



13



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##### Table of Contents

The following table shows the variance in dollars and percent change between the Condensed Consolidated Statements of
Income for the nine months ended June 30, 2006 and 2005 (unaudited):



|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|--------------------------------------------------- |  | ------------------------- | ------ | -------- | - | ------ | -------- | - | ------ | - |  | ------ | --
|                                                    |  | Nine Months EndedJune 30, |        | Variance |   |        | % Change |  
|                                                    |  | 2006                      |        | 2005     |   |       
|                                                    |  | (dollars in thousands)    |        |          |   |       
|INTEREST INCOME:                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Loans receivable                                    |  | $                         | 21,094 |          | $ | 17,192 |          | $ | 3,902  |   |  | 22.7   | % 
|Investment securities                               |  |                           | 7,944  |          |   | 9,369  |          |   | (1,425 | ) |  | (15.2  | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Total interest income                               |  |                           | 29,038 |          |   | 26,561 |          |   | 2,477  |   |  | 9.3    | % 
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|INTEREST EXPENSE:                                   |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Deposits                                            |  |                           | 12,278 |          |   | 8,853  |          |   | 3,425  |   |  | 38.7   | % 
|Borrowed funds                                      |  |                           | 4,119  |          |   | 3,930  |          |   | 189    |   |  | 4.8    | % 
|Trust preferred securities                          |  |                           | 1,185  |          |   | 1,057  |          |   | 128    |   |  | 12.1   | % 
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Total interest expense                              |  |                           | 17,582 |          |   | 13,840 |          |   | 3,742  |   |  | 27.0   | % 
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|NET INTEREST INCOME                                 |  |                           | 11,456 |          |   | 12,721 |          |   | (1,265 | ) |  | (9.9   | )%
|PROVISION FOR LOAN LOSSES                           |  |                           | 310    |          |   | 125    |          |   | 185    |   |  | 148.0  | % 
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                           | 11,146 |          |   | 12,596 |          |   | (1,450 | ) |  | (11.5  | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|NON-INTEREST INCOME:                                |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Dividends                                           |  |                           | 291    |          |   | 218    |          |   | 73     |   |  | 33.5   | % 
|Fees and service charges                            |  |                           | 2,374  |          |   | 2,372  |          |   | 2      |   |  | 0.1    | % 
|Gain on sale of loans                               |  |                           | 584    |          |   | 733    |          |   | (149   | ) |  | (20.3  | )%
|Gain on sale of loan servicing                      |  |                           | 159    |          |   |       |          |   | 159    |   |  | 100.0  | % 
|Gain on sale of securities, net                     |  |                           | 270    |          |   | 564    |          |   | (294   | ) |  | (52.1  | )%
|Trading gain, net                                   |  |                           |       |          |   | 7      |          |   | (7     | ) |  | (100.0 | )%
|Other                                               |  |                           | 279    |          |   | 209    |          |   | 70     |   |  | 33.5   | % 
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Total non-interest income                           |  |                           | 3,957  |          |   | 4,103  |          |   | (146   | ) |  | (3.6   | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|NON-INTEREST EXPENSE:                               |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Compensation and benefits                           |  |                           | 7,152  |          |   | 7,269  |          |   | (117   | ) |  | (1.6   | )%
|Occupancy and equipment                             |  |                           | 2,223  |          |   | 2,080  |          |   | 143    |   |  | 6.9    | % 
|Insurance premiums                                  |  |                           | 301    |          |   | 272    |          |   | 29     |   |  | 10.7   | % 
|Professional fees                                   |  |                           | 871    |          |   | 789    |          |   | 82     |   |  | 10.4   | % 
|Data processing                                     |  |                           | 562    |          |   | 479    |          |   | 83     |   |  | 17.3   | % 
|Advertising and donations                           |  |                           | 429    |          |   | 733    |          |   | (304   | ) |  | (41.5  | )%
|Office supplies                                     |  |                           | 229    |          |   | 259    |          |   | (30    | ) |  | (11.6  | )%
|REO and other repossessed assets                    |  |                           | 85     |          |   | 172    |          |   | (87    | ) |  | (50.6  | )%
|Other                                               |  |                           | 1,006  |          |   | 1,025  |          |   | (19    | ) |  | (1.9   | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|Total non-interest expense                          |  |                           | 12,858 |          |   | 13,078 |          |   | (220   | ) |  | (1.7   | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|INCOME BEFORE INCOME TAXES                          |  |                           | 2,245  |          |   | 3,621  |          |   | (1,376 | ) |  | (38.0  | )%
|INCOME TAXES                                        |  |                           | 119    |          |   | 1,236  |          |   | (1,117 | ) |  | (90.4  | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   
|NET INCOME                                          |  | $                         | 2,126  |          | $ | 2,385  |          | $ | (259   | ) |  | (10.9  | )%
|                                                    |  |                           |        |          |   |        |          |   |        |   |  |        |   



14



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##### Table of Contents

Investment Activities - The Companys investment portfolio, FHLB stock and trading securities, consist
of mortgage-backed securities, obligations of the United States Government and agencies thereof, municipal bonds, corporate bonds, interest-earning deposits in other institutions and equity investments. A majority of the Companys investment
portfolio, over 65%, is held in mortgage-backed securities; these securities are backed by pools of mortgages which can be composed of either fixed-rate mortgages or ARM loans. The Bank invests in mortgage-backed securities to supplement local
single-family loan originations as well as to reduce interest rate risk exposure because mortgage-backed securities are more liquid than mortgage loans. In the current, ongoing, low interest rate environment, mortgages with higher interest rates are
continuing to prepay resulting in large monthly principal payments on the Companys mortgage-backed securities. The Company has experienced a decrease in the prepayments on these mortgage-backed securities during recent months as rates began to
rise. At June 30, 2006, amortized cost and estimated fair value of the Companys investment securities were as follows:



|                           |  |                |             |                      |   |            
|-------------------------- |  | -------------- | ----------- | -------------------- | - | -----------
|                           |  | Amortized Cost |             | Estimated Fair Value
|Held-to-Maturity           |  |                |             |                      |   |            
|US Government Agencies     |  | $              | 4,000,000   |                      | $ | 3,754,364  
|US Treasury Notes          |  |                | 19,901,253  |                      |   | 19,593,750 
|Mortgage-Backed Securities |  |                | 64,511,822  |                      |   | 60,260,762 
|Municipal bonds            |  |                | 48,010,119  |                      |   | 46,764,565 
|                           |  |                |             |                      |   |            
|Total                      |  | $              | 136,423,194 |                      | $ | 130,373,441
|                           |  |                |             |                      |   |            
|Available-for-sale         |  |                |             |                      |   |            
|Mortgage-Backed Securities |  |                | 100,754,705 |                      |   | 94,988,584 
|Preferred Security         |  |                | 111,350     |                      |   | 103,750    
|Equity Securities          |  |                | 826,244     |                      |   | 808,703    
|Mutual fund                |  |                | 1,000,000   |                      |   | 940,037    
|                           |  |                |             |                      |   |            
|Total                      |  | $              | 102,692,299 |                      | $ | 96,841,074 
|                           |  |                |             |                      |   |            

Changes in the composition of investment securities for the nine-month period ended June 30, 2006, from
September 30, 2005 were as follows:



|                           |               |                |                    |        |   |             |  |   |             |  
|-------------------------- | ------------- | -------------- | ------------------ | ------ | - | ----------- |  | - | ----------- | -
|                           |               | Carrying Value |                    | Change |  
|                           | June 30, 2006 |                | September 30, 2005 |       
|Held-to-Maturity           |               |                |                    |        |   |             |  |   |             |  
|US Government Agencies     |               | $              | 4,000,000          |        | $ | 4,000,000   |  | $ |            |  
|US Treasury Notes          |               |                | 19,901,253         |        |   | 19,844,509  |  |   | 56,744      |  
|Mortgage-Backed Securities |               |                | 64,511,822         |        |   | 76,704,653  |  |   | (12,192,831 | )
|Municipal bonds            |               |                | 48,010,119         |        |   | 29,403,211  |  |   | 18,606,908  |  
|                           |               |                |                    |        |   |             |  |   |             |  
|Total                      |               | $              | 136,423,194        |        | $ | 129,952,373 |  | $ | 6,470,821   |  
|                           |               |                |                    |        |   |             |  |   |             |  
|Available-for-sale         |               |                |                    |        |   |             |  |   |             |  
|Mortgage-Backed Securities |               |                | 94,988,584         |        |   | 98,484,030  |  |   | (3,495,446  | )
|Preferred Security         |               |                | 103,750            |        |   |            |  |   | 103,750     |  
|Equity Securities          |               |                | 808,703            |        |   |            |  |   | 808,703     |  
|Mutual fund                |               |                | 940,037            |        |   | 976,015     |  |   | (35,978     | )
|                           |               |                |                    |        |   |             |  |   |             |  
|Total                      |               | $              | 96,841,074         |        | $ | 99,460,045  |  | $ | (2,618,971  | )
|                           |               |                |                    |        |   |             |  |   |             |  

Investment balances have increased for the nine-month period ended June 30, 2006, from September 30,
2005. This increase was primarily due to investment purchases of $34.44 million, which was partially offset by $28.57 million in principal payments, calls, and maturities and $2.90 million in investment sales. During the nine months ended
June 30, 2006, the accumulated other comprehensive loss increased to $4.35 million from $2.52 million at September 30, 2005. Accumulated other comprehensive loss, which was due primarily to changes in market interest rates, is reported in
the equity section of the financial statements and is considered a temporary impairment; the Company has the intent and ability to hold investments until the fair market value of the portfolio recovers.



15



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##### Table of Contents

Loans receivable, net - The Companys net loan portfolio including loans held for sale, consists
primarily of first mortgage loans collateralized by single-family residential real estate, multifamily residential real estate, commercial real estate and agricultural real estate located in the Companys primary market area or in counties
contiguous with the Companys market area. To reduce interest rate risk exposure, the Company offers adjustable rate mortgages; to satisfy consumer demand for fixed-rate mortgage loans the Company has been focusing more on originating
fixed-rate loans to sell individually into the secondary market.

As interest rates begin to increase, the Bank has seen a reduction in the demand for
fixed-rate mortgages during the nine-month period ended June 30, 2006, compared to the nine-month period ended June 30, 2005 which resulted in both lower service fee income and lower gains from sale of loans. During the nine-month period
ended June 30, 2006, the Company recognized a $0.58 million gain on the sale of $38.32 million of loans held for sale, compared to a $0.73 million gain on the sale of $37.82 million of loans held for sale during the nine-month period ended
June 30, 2005.

The Companys net loan portfolio also includes commercial business loans (i.e., crop production, equipment and inventory
loans), and other consumer loans, including loans secured by automobiles and deposit accounts. The composition of the Companys loan portfolio began to change in 2001, due to acquisitions of other banking institutions, to include a larger
percentage of commercial loans; the Company intends to continue to increase the commercial loan portfolio through originations.

During the nine-month
period ended June 30, 2006, the Companys net loan portfolio decreased less than 1.0%. The change in the net loan portfolio during the nine-month period ended June 30, 2006, was due to normal activity.

Nonperforming Loans and Loan Loss Provisions - The allowance for loan losses is established through a provision for loan losses based on managements
quarterly asset classification review and evaluation of the risk inherent in the Companys loan portfolio and changes in the nature and volume of its loan activity. Such evaluation, which includes a review of loans on which full collection may
not be reasonably assured, considers among other matters, the estimated value of collateral, cash flow analysis, historical loan loss experience, and other factors that warrant recognition in providing allowances.

A provision of $0.31 million was made during the nine months ended June 30, 2006. The Companys allowance for loan losses totaled $2.53 million, or 0.6% of
total loans at June 30, 2006 compared to $3.21 million, or 0.7% of total loans, at September 30, 2005, a decrease of $0.68 million or 21.2%. Charge-offs, net of recoveries totaled $0.99 million, or 0.2% of total loans, for the nine months
ended June 30, 2006. Total nonperforming loans decreased $1.77 million to $2.17 million at June 30, 2006 from $3.94 million at September 30, 2005. Based on presently available information, management believes that the current
allowance for loan losses is appropriate. Changing economic and other conditions may require future adjustments to the allowance for loan losses.

During
the 2001, 2002 and 2003 fiscal years, the Company completed separate acquisitions of four banks. The loans acquired as part of these acquisitions have contributed to the increase in the balance of nonperforming loans in the Companys portfolio;
of the $2.17 million in nonperforming loans as of June 30, 2006, $0.48 million, or 22.1% were loans acquired as part of the bank acquisitions. Nonperforming commercial loans have increased $0.32 million due to the acquisitions. Approximately
$2.03 million of loan loss allowance on the commercial loans was transferred with these bank acquisitions. Additionally, $5.89 million in charge-offs have been recorded in connection with the loans acquired in these acquisitions since June 2001.

Loans are placed on non-accrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to
warrant further accrual. When a loan is placed on non-accrual status, previously accrued but unpaid interest is deducted from interest income. The Bank generally does not accrue interest on loans past due 90 days or more. Loans may be reinstated to
accrual status when payments are made to bring the loan under 90 days past due and, in the opinion of management, collection of the remaining balance can be reasonably expected. Delinquent loans 90 days or more past due decreased $1.77 million or
44.9% to $2.17 million at June 30, 2006 from $3.94 million at September 30, 2005. The interest income not recognized by the Company on the non-accrual loans was $0.18 million at June 30, 2006 compared to $0.42 million at
September 30, 2005. There was no interest income recognized on non-accrual loans during the periods.



16



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##### Table of Contents

The following table sets forth information regarding loans delinquent for 90 days or more (nonperforming loans) and real
estate owned by the Company on the dates indicated.



|                                                   |  |                        |        |   |                    |   |       |  
|-------------------------------------------------- |  | ---------------------- | ------ | - | ------------------ | - | ----- | -
|                                                   |  | June 30, 2006          |        |   | September 30, 2005 |  
|                                                   |  | (dollars in thousands) |       
|Nonperforming loans:                               |  |                        |        |   |                    |   |       |  
|Single family                                      |  | $                      | 1,040  |   |                    | $ | 2,644 |  
|Commercial real estate                             |  |                        | 597    |   |                    |   | 386   |  
|Agriculture real estate                            |  |                        | 122    |   |                    |   | 581   |  
|Commercial non real estate                         |  |                        | 249    |   |                    |   | 178   |  
|Other loans                                        |  |                        | 159    |   |                    |   | 147   |  
|                                                   |  |                        |        |   |                    |   |       |  
|Total nonperforming loans:                         |  |                        | 2,167  |   |                    |   | 3,936 |  
|Total real estate owned and repossessed assets (1) |  |                        | 239    |   |                    |   | 349   |  
|                                                   |  |                        |        |   |                    |   |       |  
|Total nonperforming assets                         |  | $                      | 2,406  |   |                    | $ | 4,285 |  
|                                                   |  |                        |        |   |                    |   |       |  
|Total nonperforming loans to net loans receivable  |  |                        | 0.50   | % |                    |   | 0.92  | %
|Total nonperforming loans to total assets          |  |                        | 0.30   | % |                    |   | 0.53  | %
|Total nonperforming assets to total assets         |  |                        | 0.33   | % |                    |   | 0.58  | %
|Allowance to nonperforming loans                   |  |                        | 116.89 | % |                    |   | 81.53 | %
|Allowance to total loans receivable                |  |                        | 0.59   | % |                    |   | 0.73  | %

---

|(1) | Net of valuation allowances
|--- | ---------------------------

The Company determines the impairment of
loans by assessing the probability that the borrower will not be able to fulfill the contractual terms of the agreement as part of the quarterly review for determining necessary provisions and loan loss allowances. Impaired loans increased to $1.35
million at June 30, 2006 from $0.94 million at September 30, 2005.

The following is a summary of information
pertaining to impaired and non-accrual loans:



|                                                            |  |                                |       |                               |   |      
|----------------------------------------------------------- |  | ------------------------------ | ----- | ----------------------------- | - | -----
|                                                            |  | June 30, 2006                  |       | September 30, 2005           
|                                                            |  | (in thousands)                
|Impaired loans with a valuation allowance                   |  | $                              | 1,352 |                               | $ | 937  
|Impaired loans without a valuation allowance                |  |                                |      |                               |   |     
|                                                            |  |                                |       |                               |   |      
|Total Impaired Loans                                        |  | $                              | 1,352 |                               | $ | 937  
|                                                            |  |                                |       |                               |   |      
|Valuation allowance related to impaired loans               |  | $                              | 262   |                               | $ | 229  
|Total non-accrual loans                                     |  | $                              | 2,167 |                               | $ | 3,936
|Total loans past-due ninety days or more and still accruing |  | $                              | 122   |                               | $ | 161  
|                                                            |  |                               
|                                                            |  | Nine Months EndedJune 30, 2006 |       | Year Ended September 30, 2005
|                                                            |  | (in thousands)                
|Average investment in impaired loans                        |  | $                              | 1,224 |                               | $ | 4,700
|                                                            |  |                                |       |                               |   |      
|Interest income recognized on impaired loans *              |  | $                              | 43    |                               | $ | 35   
|                                                            |  |                                |       |                               |   |      

---

|* | Interest income recognized on a cash basis on impaired loans is not significantly different from interest recognized on impaired loans above. No additional funds are committed to be
advanced in connection with impaired loans.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Loan delinquency and losses on loans and REO are closely connected to the local economy. The
Company operates in rural areas and in many of its locations one or two employers significantly influence the local markets. Should the economy deteriorate to a point that those employers begin reducing their work force, it could have a material
negative impact on the Company.

Deposits and FHLB Advances - Deposits are a significant source of the Banks funds for lending and
other investment purposes. In addition to deposits, the Bank derives funds from FHLB advances, the amortization



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and prepayment of loans and mortgage-backed securities, the sale or maturity of investment securities, and operations.
Scheduled loan principal repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are influenced significantly by general interest rates and market conditions. Borrowings may be used on a short-term
basis to compensate for reductions in the availability of funds from other sources or on a longer-term basis for general business purposes.

Historically,
deposits have provided the Company with a stable source of relatively low cost funding. The market for deposits is competitive, which has caused the Company to utilize primarily certificate accounts that are more responsive to market interest rates
rather than passbook accounts. The Company offers a traditional line of deposit products that currently includes checking, interest-bearing checking, savings, certificates of deposit, commercial checking and money market accounts. Total deposit
balances by category were as follows:



|                          |  |                        |         |                   |   |         |  |   |          |   |  |        |   
|------------------------- |  | ---------------------- | ------- | ----------------- | - | ------- |  | - | -------- | - |  | ------ | --
|                          |  | June 30,2006           |         | September 30,2005 |   | Change  |  |   | % Change |  
|                          |  | (dollars in thousands) |         |                   |   |        
|Checking Accounts         |  | $                      | 182,995 |                   | $ | 200,411 |  | $ | (17,416  | ) |  | (8.69  | )%
|Passbook Savings Accounts |  |                        | 38,436  |                   |   | 45,847  |  |   | (7,411   | ) |  | (16.16 | )%
|Certificate Accounts      |  |                        | 313,323 |                   |   | 267,786 |  |   | 45,537   |   |  | 17.00  | % 
|                          |  |                        |         |                   |   |         |  |   |          |   |  |        |   
|                          |  | $                      | 534,754 |                   | $ | 514,044 |  | $ | 20,710   |   |  | 4.03   | % 
|                          |  |                        |         |                   |   |         |  |   |          |   |  |        |   

The cost on average demand deposits (checking and savings accounts) for the nine-month period ended June 30,
2006 was 2.30%, up 45 basis points from 1.85% for the year ended September 30, 2005. The cost on average certificate accounts for the nine-month period ended June 30, 2006 was 3.79%, up 79 basis points from 3.00% for the year ended
September 30, 2005.

FHLB advances are collateralized by the Banks stock in the FHLB, investment securities and a blanket lien on the
Banks mortgage portfolio. Such advances are made pursuant to different credit programs, each of which has its own interest rate and range of maturities. The maximum amount that the FHLB will advance to member institutions, including the Bank,
for purposes other than meeting withdrawals, fluctuates from time to time in accordance with the policies of the FHLB. The maximum amount of FHLB advances to a member institution generally is reduced by borrowings from any other source. The Company
also relies upon FHLB advances as a source to fund assets. At June 30, 2006, FHLB advances totaled $125.08 million, with an average cost of 3.84% compared to $148.65 million, with an average cost of 3.41% at September 30, 2005. Based on
the current level of advances, asset size and available collateral under the FHLB programs, the Bank at June 30, 2006, estimates that an additional $80.49 million of funding is available from FHLB advances.

Accrued expenses and other liabilities - Accrued expenses and other liabilities include items such as the Companys accrual for income taxes, accrual
for annual retirement plan contribution, dividends payable, accounts payable, escrowed taxes and insurance and other miscellaneous obligations that may occur during the normal course of business. Accrued expenses and other liabilities decreased
$4.22 million or 59.7% at June 30, 2006 to $2.85 million from $7.07 million at September 30, 2005. The decrease in accrued expenses and other liabilities was primarily due to a $2.4 million liability for investment securities that were
committed prior to fiscal year end but had a settlement date after fiscal year end.

Stockholders equity - The Companys book
value per share was $11.09 at June 30, 2006 compared to $11.28 at September 30, 2005. The Companys average capital ratio (average capital to average assets) was 7.02% for the nine months ended June 30, 2006 compared to 7.15% for
the year ended September 30, 2005. The decrease in stockholders equity at June 30, 2006, compared to September 30, 2005, was primarily due to the change in accumulated other comprehensive loss on securities and dividends
declared, which were partially offset by net income for the nine-month period ended June 30, 2006.



18



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##### Table of Contents

Regulatory Capital - The Bank is subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can result in certain mandatoryand possibly additional discretionaryactions by regulators that, if undertaken, could have a direct material effect on the
Companys financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Banks assets,
liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings,
and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set
forth in the table below) of tangible and core capital (as defined in the regulations) to adjusted total assets (as defined), and of total capital (as defined) to risk weighted assets (as defined). As of June 30, 2006, the Bank met all capital
adequacy requirements to which it was subject.

As of June 30, 2006, the most recent notification from the OTS categorized the Bank as well
capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total, tangible, and core capital ratios as set forth in the table below. There are no conditions or events
since that notification that management believes have changed the institutions category.

The Banks actual
capital amounts (in thousands) and ratios are also presented in the table:



|                                         |  |        |        |       |                                       |   |        |                                                                                       |        |  |      |        |  |       |        |  |       |  
|---------------------------------------- |  | ------ | ------ | ----- | ------------------------------------- | - | ------ | ------------------------------------------------------------------------------------- | ------ |  | ---- | ------ |  | ----- | ------ |  | ----- | -
|                                         |  | Actual |        |       | Required For CapitalAdequacy Purposes |   |        | Required To Be Categorized AsWell Capitalized UnderPrompt CorrectiveAction Provisions |       
|                                         |  | Amount |        | Ratio |                                       |   | Amount |                                                                                       | Ratio  |  |      | Amount |  | Ratio |       
|As of June 30, 2006:                     |  |        |        |       |                                       |   |        |                                                                                       |        |  |      |        |  |       |        |  |       |  
|Tangible capital to tangible assets      |  | $      | 53,711 |       | 7.43                                  | % |        | $                                                                                     | 10,846 |  | 1.50 | %      |  |       | N/A    |  | N/A   |  
|Core capital to adjusted tangible assets |  | $      | 53,711 |       | 7.43                                  | % |        | $                                                                                     | 28,922 |  | 4.00 | %      |  | $     | 36,152 |  | 5.00  | %
|Total capital to risk weighted assets    |  | $      | 56,243 |       | 12.45                                 | % |        | $                                                                                     | 36,149 |  | 8.00 | %      |  | $     | 45,186 |  | 10.00 | %
|Tier I capital to risk weighted assets   |  | $      | 53,711 |       | 11.89                                 | % |        | $                                                                                     | 18,074 |  | 4.00 | %      |  | $     | 27,112 |  | 6.00  | %



19



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##### Table of Contents

The following tables summarize rates, yields and balances of average assets and
liabilities for the periods indicated:

Average Balance Sheets (Dollars in Thousands)



|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|-------------------------------------------------------------------------------- |  | ---------------------------- | ------- | -------- | ---------------------------- | ----------------- |  | ----- | -------------- |  | -------- | ------- | ----------------- | - | ----- |  | ----- | -
|                                                                                 |  | Three Months Ended June 2006 |         |          | Three Months Ended June 2005 |                  
|                                                                                 |  | AverageBalance               |         | Interest |                              | AverageYield/Cost |  |       | AverageBalance |  | Interest |         | AverageYield/Cost |  
|Interest-earning assets: (1)                                                     |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Loan receivable, net (2)                                                         |  | $                            | 426,081 |          | $                            | 7,209             |  | 6.77  | %              |  | $        | 377,307 |                   | $ | 5,877 |  | 6.23  | %
|Investment securities                                                            |  |                              | 244,885 |          |                              | 2,608             |  | 4.26  | %              |  |          | 285,634 |                   |   | 3,182 |  | 4.46  | %
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Total interest-earning assets                                                    |  |                              | 670,966 |          |                              | 9,817             |  | 5.85  | %              |  |          | 662,941 |                   |   | 9,059 |  | 5.47  | %
|Noninterest-earning cash                                                         |  |                              | 18,632  |          |                              |                   |  |       |                |  |          | 25,756  |                   |   |       |  |       |  
|Other noninterest-earning assets                                                 |  |                              | 44,720  |          |                              |                   |  |       |                |  |          | 47,315  |                   |   |       |  |       |  
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Total assets                                                                     |  |                              | 734,318 |          |                              |                   |  |       |                |  |          | 736,012 |                   |   |       |  |       |  
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Interest-bearing liabilities:                                                    |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Demand deposits                                                                  |  | $                            | 225,050 |          | $                            | 1,403             |  | 2.49  | %              |  | $        | 252,913 |                   | $ | 1,194 |  | 1.89  | %
|Time deposits                                                                    |  |                              | 304,162 |          |                              | 3,040             |  | 4.00  | %              |  |          | 250,291 |                   |   | 1,928 |  | 3.08  | %
|Borrowed funds (3)                                                               |  |                              | 132,576 |          |                              | 1,353             |  | 4.08  | %              |  |          | 157,581 |                   |   | 1,376 |  | 3.49  | %
|Trust Preferred                                                                  |  |                              | 16,977  |          |                              | 408               |  | 9.61  | %              |  |          | 16,956  |                   |   | 364   |  | 8.59  | %
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Total interest-bearing liabilities                                               |  |                              | 678,765 |          |                              | 6,204             |  | 3.65  | %              |  |          | 677,741 |                   |   | 4,862 |  | 2.87  | %
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Noninterest-bearing liabilities (4)                                              |  |                              | 3,801   |          |                              |                   |  |       |                |  |          | 5,696   |                   |   |       |  |       |  
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Total liabilities                                                                |  |                              | 682,566 |          |                              |                   |  |       |                |  |          | 683,437 |                   |   |       |  |       |  
|Stockholders equity                                                             |  |                              | 51,752  |          |                              |                   |  |       |                |  |          | 52,575  |                   |   |       |  |       |  
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Total liabilities and stockholders equity                                       |  | $                            | 734,318 |          |                              |                   |  |       |                |  | $        | 736,012 |                   |   |       |  |       |  
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Net interest income                                                              |  |                              |         |          | $                            | 3,613             |  |       |                |  |          |         |                   | $ | 4,197 |  |       |  
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Net interest rate spread (5)                                                     |  |                              |         |          |                              |                   |  | 2.20  | %              |  |          |         |                   |   |       |  | 2.59  | %
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Interest-earning assets and net interest margin (6)                              |  | $                            | 670,966 |          |                              |                   |  | 2.15  | %              |  | $        | 662,941 |                   |   |       |  | 2.53  | %
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                              |         |          |                              |                   |  | 98.85 | %              |  |          |         |                   |   |       |  | 97.82 | %
|                                                                                 |  |                              |         |          |                              |                   |  |       |                |  |          |         |                   |   |       |  |       |  

---

|(1) | All interest-earning assets are disclosed net of loans in process, unamortized yield adjustments, and valuation allowances.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(2) | Does not include interest on nonaccrual loans. Non-performing loans are included in loans receivable, net.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Includes FHLB advances and securities sold under agreements to repurchase.
|--- | --------------------------------------------------------------------------

|(4) | Escrow accounts are noninterest-bearing and are included in noninterest-bearing liabilities.
|--- | --------------------------------------------------------------------------------------------

|(5) | Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Net interest margin represents the net interest income as a percentage of average interest-earning assets.
|--- | ----------------------------------------------------------------------------------------------------------



20



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##### Table of Contents

Average Balance Sheets (Dollars in Thousands)



|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|-------------------------------------------------------------------------------- |  | --------------------------- | ------- | -------- | ------------------------- | ----------------- |  | --------------------------- | -------------- |  | -------- | ------- | ----------------- | - | ------ | -------------- | ----- | -------- |  | ----------------- | ------- |  | - | ------ |  | ----- | -
|                                                                                 |  | Nine Months Ended June 2006 |         |          | Year Ended September 2005 |                   |  | Nine Months Ended June 2005 |               
|                                                                                 |  | AverageBalance              |         | Interest |                           | AverageYield/Cost |  |                             | AverageBalance |  | Interest |         | AverageYield/Cost |   |        | AverageBalance |       | Interest |  | AverageYield/Cost |        
|Interest-earning assets: (1)                                                     |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Loan receivable, net (2)                                                         |  | $                           | 423,074 |          | $                         | 21,094            |  | 6.63                        | %              |  | $        | 381,390 |                   | $ | 23,805 |                | 6.24  | %        |  | $                 | 368,939 |  | $ | 17,192 |  | 6.20  | %
|Investment securities                                                            |  |                             | 251,008 |          |                           | 7,944             |  | 4.21                        | %              |  |          | 273,530 |                   |   | 11,827 |                | 4.32  | %        |  |                   | 284,593 |  |   | 9,369  |  | 4.38  | %
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Total interest-earning assets                                                    |  |                             | 674,082 |          |                           | 29,038            |  | 5.73                        | %              |  |          | 654,920 |                   |   | 35,632 |                | 5.44  | %        |  |                   | 653,532 |  |   | 26,561 |  | 5.40  | %
|Noninterest-earning cash                                                         |  |                             | 20,924  |          |                           |                   |  |                             |                |  |          | 33,823  |                   |   |        |                |       |          |  |                   | 37,849  |  |   |        |  |       |  
|Other noninterest-earning assets                                                 |  |                             | 46,047  |          |                           |                   |  |                             |                |  |          | 46,521  |                   |   |        |                |       |          |  |                   | 46,489  |  |   |        |  |       |  
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Total assets                                                                     |  |                             | 741,053 |          |                           |                   |  |                             |                |  |          | 735,264 |                   |   |        |                |       |          |  |                   | 737,870 |  |   |        |  |       |  
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Interest-bearing liabilities:                                                    |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Demand deposits                                                                  |  | $                           | 238,754 |          | $                         | 4,128             |  | 2.30                        | %              |  | $        | 254,156 |                   | $ | 4,692  |                | 1.85  | %        |  | $                 | 256,804 |  | $ | 3,494  |  | 1.81  | %
|Time deposits                                                                    |  |                             | 285,991 |          |                           | 8,149             |  | 3.79                        | %              |  |          | 251,027 |                   |   | 7,540  |                | 3.00  | %        |  |                   | 250,291 |  |   | 5,359  |  | 2.85  | %
|Borrowed funds (3)                                                               |  |                             | 142,649 |          |                           | 4,119             |  | 3.84                        | %              |  |          | 154,432 |                   |   | 5,269  |                | 3.41  | %        |  |                   | 155,567 |  |   | 3,930  |  | 3.36  | %
|Trust Preferred                                                                  |  |                             | 16,971  |          |                           | 1,185             |  | 9.29                        | %              |  |          | 16,953  |                   |   | 1,441  |                | 8.50  | %        |  |                   | 16,951  |  |   | 1,057  |  | 8.29  | %
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Total interest-bearing liabilities                                               |  |                             | 684,365 |          |                           | 17,581            |  | 3.42                        | %              |  |          | 676,568 |                   |   | 18,942 |                | 2.80  | %        |  |                   | 679,613 |  |   | 13,840 |  | 2.71  | %
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Noninterest-bearing liabilities (4)                                              |  |                             | 4,637   |          |                           |                   |  |                             |                |  |          | 6,108   |                   |   |        |                |       |          |  |                   | 5,577   |  |   |        |  |       |  
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Total liabilities                                                                |  |                             | 689,002 |          |                           |                   |  |                             |                |  |          | 682,676 |                   |   |        |                |       |          |  |                   | 685,190 |  |   |        |  |       |  
|Stockholders equity                                                             |  |                             | 52,051  |          |                           |                   |  |                             |                |  |          | 52,588  |                   |   |        |                |       |          |  |                   | 52,680  |  |   |        |  |       |  
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Total liabilities and stockholders equity                                       |  | $                           | 741,053 |          |                           |                   |  |                             |                |  | $        | 735,264 |                   |   |        |                |       |          |  | $                 | 737,870 |  |   |        |  |       |  
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Net interest income                                                              |  |                             |         |          | $                         | 11,457            |  |                             |                |  |          |         |                   | $ | 16,690 |                |       |          |  |                   |         |  | $ | 12,721 |  |       |  
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Net interest rate spread (5)                                                     |  |                             |         |          |                           |                   |  | 2.31                        | %              |  |          |         |                   |   |        |                | 2.64  | %        |  |                   |         |  |   |        |  | 2.69  | %
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Interest-earning assets and net interest margin (6)                              |  | $                           | 674,082 |          |                           |                   |  | 2.26                        | %              |  | $        | 654,920 |                   |   |        |                | 2.55  | %        |  | $                 | 653,532 |  |   |        |  | 2.59  | %
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  
|Ratio of average interest-earning assets to average interest-bearing liabilities |  |                             |         |          |                           |                   |  | 98.50                       | %              |  |          |         |                   |   |        |                | 96.80 | %        |  |                   |         |  |   |        |  | 96.16 | %
|                                                                                 |  |                             |         |          |                           |                   |  |                             |                |  |          |         |                   |   |        |                |       |          |  |                   |         |  |   |        |  |       |  

---

|(1) | All interest-earning assets are disclosed net of loans in process, unamortized yield adjustments, and valuation allowances.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(2) | Does not include interest on nonaccrual loans. Non-performing loans are included in loans receivable, net.
|--- | ----------------------------------------------------------------------------------------------------------

|(3) | Includes FHLB advances and securities sold under agreements to repurchase.
|--- | --------------------------------------------------------------------------

|(4) | Escrow accounts are noninterest-bearing and are included in noninterest-bearing liabilities.
|--- | --------------------------------------------------------------------------------------------

|(5) | Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Net interest margin represents the net interest income as a percentage of average interest-earning assets.
|--- | ----------------------------------------------------------------------------------------------------------



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##### Table of Contents

Net interest income Our net interest income decreased due to the flattening yield curve that
resulted from continuing increases by the Federal Reserve in short-term interest rates. However, this decrease was partially offset by positive effects of our ongoing advertising campaign, which contributed to growth in the average balances of
both loans and deposits at favorable interest rates. Net interest income decreased $0.59 million for the quarter ended June 30, 2006 compared to the quarter ended June 30, 2005. The cost on average interest bearing liabilities, including
deposits, increased 78 basis points while the yield on average interest earning assets increased 38 basis points when comparing the quarter ended June 30, 2006 to the quarter ended June 30, 2005. The Companys net interest rate spread
decreased to 2.20% for the quarter ended June 30, 2006 compared to 2.59% for the quarter ended June 30, 2005. Net interest margin decreased to 2.15% for the quarter ended June 30, 2006 compared to 2.53% for the quarter ended
June 30, 2005.

Net interest income decreased $1.26 million for the nine months ended June 30, 2006 compared to the nine months ended
June 30, 2005. The cost on average interest bearing liabilities, including deposits, increased 71 basis points while the yield on average interest earning assets increased 33 basis points when comparing the nine months ended June 30, 2006
to the nine months ended June 30, 2005. The Companys net interest rate spread decreased to 2.31% for the nine months ended June 30, 2006 compared to 2.69% for the nine months ended June 30, 2005. Net interest margin decreased to
2.26% for the nine months ended June 30, 2006 compared to 2.59% for the nine months ended June 30, 2005.

The table below analyzes net interest
income by component and in terms of changes in the volume of interest-earning assets and interest-bearing liabilities and the changes in the related yields and rates for the nine-month period ended June 30, 2006, compared to the nine-month
period ended June 30, 2005.

Rate/Volume Analysis (in thousands)

Nine-Month period ended June 30, 2006 vs. 2005



|                                   |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  
|---------------------------------- | ------ | -------------------------- | ------ | ---- | ----------------------- | - | ----------- | - |  | - | ------ | - |  | - | ------ | -
|                                   |        | Increase/(Decrease) Due to |        |      | TotalIncrease(Decrease) |  
|                                   | Volume |                            |        | Rate |                         |   | Rate/Volume |   | 
|Interest income:                   |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  
|Loan Receivable                    |        | $                          | 3,362  |      |                         | $ | 1,623       |   |  | $ | (1,083 | ) |  | $ | 3,902  |  
|Investment securities              |        |                            | (1,474 | )    |                         |   | (484        | ) |  |   | 533    |   |  |   | (1,425 | )
|                                   |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  
|Total interest-earning assets      |        |                            | 1,888  |      |                         |   | 1,139       |   |  |   | (550   | ) |  |   | 2,477  |  
|                                   |        |                            |        |     
|Interest expense:                  |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  
|Deposits                           |        |                            | 411    |      |                         |   | 4,006       |   |  |   | (993   | ) |  |   | 3,424  |  
|Borrowed funds                     |        |                            | (435   | )    |                         |   | 747         |   |  |   | (123   | ) |  |   | 189    |  
|Trust Preferred                    |        |                            | 2      |      |                         |   | 170         |   |  |   | (44    | ) |  |   | 128    |  
|                                   |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  
|Total interest-bearing liabilities |        |                            | (22    | )    |                         |   | 4,923       |   |  |   | (1,160 | ) |  |   | 3,741  |  
|                                   |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  
|Net change in net interest income  |        | $                          | 1,910  |      |                         | $ | (3,784      | ) |  | $ | 610    |   |  | $ | (1,264 | )
|                                   |        |                            |        |      |                         |   |             |   |  |   |        |   |  |   |        |  

Non-interest income Non-interest income decreased 33.7% for the quarter ended June 30,
2006 compared to the quarter ended June 30, 2005. The decrease in non-interest income was primarily due to a $0.56 million decrease in the gain on sale of securities during the quarter ended June 30, 2006 compared to the quarter ended
June 30, 2005.

Non-interest income decreased 3.6% for the nine-month period ended June 30, 2006 compared to the nine-month period ended
June 30, 2005. The decrease in non-interest income was primarily due to decreases in the gain on the sale of loans and gain on the sale of securities, partially offset by the gain on sale of loan servicing. The Company sold the servicing rights
on mortgage loans sold to Fannie Mae during the nine-month period ended June 30, 2006 which resulted in a $0.16 million gain. Dividends increased due to the higher dividend rate received on Federal Home Loan Bank stock during the nine months
ended June 30, 2006 compared to the same period last year.



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##### Table of Contents

Non-interest expense Total non-interest expenses decreased 10.6% for the quarter ended June 30,
2006, compared to the quarter ended June 30, 2005. The decrease in total operating expense was primarily due to the decreases in advertising and donations, REO and other repossessed assets and compensation expenses.

Total non-interest expenses decreased 1.7% for the nine-month period ended June 30, 2006, compared to the nine-month period ended June 30, 2005. The decrease
in total non-interest expense was primarily due to the decreases in compensation and benefits, and advertising and donations expenses which were partially offset by an increase in occupancy and equipment expenses. The Bank had 21 locations at
June 30, 2006 compared to 19 locations at June 30, 2005. Occupancy and equipment expenses increased during the nine-month period ended June 30, 2006 compared to the same period last year as a result of the increase in branch
locations.

Off-Balance Sheet Arrangements and Commitments-The Company, in the normal course of business, makes commitments to buy or
sell assets or to incur or fund liabilities. Commitments include, but are not limited to the origination, purchase, or sale of loans, the purchase of investment securities, fulfillment of commitments under letters-of-credit, extensions of credit on
home equity lines of credit and construction loans, and the commitment to fund withdrawals of savings accounts at maturity.

At June 30,
2006, the Companys off-balance sheet arrangements principally included lending commitments, which are described below. At June 30, 2006, the Company had no interests in non-consolidated special purpose entities. At June 30,
2006, commitments included:

Total approved loan origination commitments outstanding of $5.31 million.

Rate lock agreements with customers of $2.96 million, all of which have been locked with an investor and are committed to sell.

Undisbursed balances of construction loans of $6.29 million.

Total unused lines of credit of $37.97 million.

Outstanding letters of credit of $0.73 million.

Total certificates of deposit scheduled to mature in one year or less of $241.25 million.

Total unfunded commitments to originate loans for sale and the related commitments to sell of $2.96 million meet the definition of a derivative financial
instrument; the related asset and liability were considered immaterial at June 30, 2006.

Based on historical experience, management believes that a
significant portion of maturing deposits will remain with the Company. The Company anticipates that it will continue to have sufficient funds, through repayments, deposits and borrowings, to meet its current commitments.

The Companys exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby
letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet
instruments.

Unless noted otherwise, the Company does not require collateral or other security to support such financial instruments with credit risk.

The Company may also have liabilities under certain contractual agreements contingent upon occurrence of certain events. The following table presents, as
of June 30, 2006, the future payments on our significant contractual obligations.



|                                   |  |                                       |         |                 |   |           |  |           |        |               |   |        |  |   |      
|---------------------------------- |  | ------------------------------------- | ------- | --------------- | - | --------- |  | --------- | ------ | ------------- | - | ------ |  | - | -----
|                                   |  | Payments Due by Period (in thousands)
|Contractual Obligations            |  | Total                                 |         | Less than1 year |   | 1-3 years |  | 3-5 years |        | After 5 years
|Loan rate lock agreements          |  | $                                     | 2,958   |                 | $ | 2,958     |  | $         |       |               | $ |       |  | $ |     
|Operating lease obligations        |  |                                       | 403     |                 |   | 126       |  |           | 205    |               |   | 72     |  |   |     
|Certificates of deposit maturities |  |                                       | 313,323 |                 |   | 241,246   |  |           | 57,598 |               |   | 14,479 |  |   |     
|FHLB advances maturities           |  |                                       | 125,077 |                 |   | 86,389    |  |           | 25,304 |               |   | 11,134 |  |   | 2,250
|                                   |  |                                       |         |                 |   |           |  |           |        |               |   |        |  |   |      
|Total contractual obligations      |  | $                                     | 441,761 |                 | $ | 330,719   |  | $         | 83,107 |               | $ | 25,685 |  | $ | 2,250
|                                   |  |                                       |         |                 |   |           |  |           |        |               |   |        |  |   |      



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##### Table of Contents

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General. It is the objective of the Company to minimize, to the degree prudently possible, its exposure to interest rate risk, while maintaining an acceptable
interest rate spread. Interest rate spread is the difference between the Companys yield on its interest-earning assets and its cost of interest-bearing liabilities. Interest rate risk is generally understood to be the sensitivity of the
Companys earnings, net asset values, and stockholders equity to changes in market interest rates.

Changes in interest rates affect the
Companys earnings. The effect on earnings of changes in interest rates generally depends on how quickly the Companys yield on interest-earning assets and cost of interest-bearing liabilities react to the changes in market rates of
interest. If the Companys cost of deposit accounts reacts more quickly to changes in market interest rates than the yield on the Companys mortgage loans and other interest-earnings assets, then an increasing interest rate environment is
likely to adversely affect the Companys earnings and a decreasing interest rate environment is likely to favorably affect the Companys earnings. On the other hand, if the Companys yield on its mortgage loans and other
interest-earnings assets reacts more quickly to changes in market interest rates than the Companys cost of deposit accounts, then an increasing rate environment is likely to favorably affect the Companys earnings and a decreasing
interest rate environment is likely to adversely affect the Companys earnings.

Net Portfolio Value. The value of the Companys loan and
investment portfolio will change as interest rates change. Rising interest rates will generally decrease the Companys net portfolio value (NPV), while falling interest rates will generally increase the value of that portfolio. The
following table sets forth, quantitatively, as of September 30, 2005, the estimate of the projected changes in NPV in the event of a 100, 200, and 300 basis point instantaneous and permanent increase and a 100 and 200 basis point decrease in
market interest rates. Due to the current low prevailing interest rate environment, the changes in NPV is not estimated for a decrease in interest rates of 200 or 300 basis points.



|                                                   |        |                        |          |  |       |          |   |                                                                |       |    |  |       |   |  |       |   
|-------------------------------------------------- | ------ | ---------------------- | -------- |  | ----- | -------- | - | -------------------------------------------------------------- | ----- | -- |  | ----- | - |  | ----- | --
|Change inInterest Ratesin Basis Points(Rate Shock) |        | Net Portfolio Value    |          |  | Ratio |          |   | Change in NPVas a Percentage ofEstimated MarketValue of Assets |      
|                                                   | Amount |                        | $ Change |  |       | % Change |   |                                                                |      
|                                                   |        | (Dollars in Thousands) |          |  |       |          |   |                                                                |      
|+300                                               |        | $                      | 56,868   |  | $     | (23,073  | ) |                                                                | (29.0 | )% |  | 7.91  | % |  | (2.67 | )%
|+200                                               |        |                        | 64,836   |  |       | (15,106  | ) |                                                                | (19.0 | )% |  | 8.87  | % |  | (1.72 | )%
|+100                                               |        |                        | 72,600   |  |       | (7,342   | ) |                                                                | (9.0  | )% |  | 9.77  | % |  | 0.82  | % 
|0                                                  |        |                        | 79,941   |  |       |         |   |                                                                | 0.0   | %  |  | 10.59 | % |  | 0.00  | % 
|-100                                               |        |                        | 84,079   |  |       | 4,138    |   |                                                                | 5.0   | %  |  | 11.01 | % |  | 0.42  | % 
|-200                                               |        |                        | 85,021   |  |       | 5,079    |   |                                                                | 6.0   | %  |  | 11.05 | % |  | 0.46  | % 

Computations of prospective effects of hypothetical interest rate changes are calculated by the OTS from data
provided by the Company and are based on numerous assumptions, including relative levels of market interest rates, loan repayments and deposit runoffs, and should not be relied upon as indicative of actual results. Further, the computations do not
contemplate any actions the Company may undertake in response to changes in interest rates.

Management cannot predict future interest rates or their
effect on the Companys NPV in the future. Certain shortcomings are inherent in the method of analysis presented in the computation of NPV. For example, although certain assets and liabilities may have similar maturities or periods to
repricing, they may react in differing degrees to changes in market interest rates. Additionally, certain assets, such as adjustable rate loans, which represent the Companys primary loan product, have features that restrict changes in interest
rates during the initial term and over the remaining life of the asset. In addition, the proportion of adjustable rate loans in the Companys portfolio could decrease in future periods due to refinancing activity if market rates decrease.
Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in the table. Finally, the ability of many borrowers to service their adjustable-rate debt may decrease in the
event of an interest rate increase.



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##### Table of Contents

ITEM 4

CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Companys Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation
of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of the period covered by this report, the Companys disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.

There has been no change
in the Companys internal control over financial reporting identified in connection with the quarterly evaluation that occurred during the Companys last fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the Companys internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Not Applicable

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

During the quarter ended June 30, 2006 no shares were
purchased by or on behalf of the Company. The Company currently has no repurchase plans or programs outstanding.

Item 3. Defaults Upon Senior
Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits

Exhibits

Exhibit No. 31.1  Certification of President and Chief Executive Officer.

Exhibit No. 31.2  Certification of Chief Financial Officer

Exhibit No. 32.1  Written Statement of President and Chief Executive Officer.

Exhibit No. 32.2  Written Statement of Chief Financial Officer



25



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                                      
|--------------------- |  | -------------------------------------
|                      |  | POCAHONTAS BANCORP, INC.             
|                      | 
|Date: August 11, 2006 |  | /s/ Dwayne Powell                    
|                      |  | Dwayne Powell                        
|                      |  | President and Chief Executive Officer
|                      | 
|Date: August 11, 2006 |  | /s/ Terry Davis                      
|                      |  | Terry Davis                          
|                      |  | Chief Financial Officer              



26