FORM 10-Q



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



(Mark One)

S

QUARTERLY REPORT PURSUANT TO 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



For the transition period from __________ to __________





Commission file number:  0-26480



PSB Holdings, Inc.

(Exact name of registrant as specified in charter)



Wisconsin

39-1804877

(State of incorporation)

(I.R.S. Employer Identification Number)



1905 West Stewart Avenue

Wausau, Wisconsin 54401

(Address of principal executive office)



Registrants telephone number, including area code:  715-842-2191



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.

Yes  S

No  £



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

Large accelerated filer  £

Accelerated filer  £

Non-accelerated filer  S



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  £

No  S



The number of common shares outstanding at August 9, 2006 was 1,600,956.







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PSB HOLDINGS, INC.



FORM 10-Q



Quarter Ended June 30, 2006



|         |                       |                                                                      |   
|-------- | --------------------- | -------------------------------------------------------------------- | --
|         | Page No.             
|PART I.  | FINANCIAL INFORMATION |                                                                     
|         |                       |                                                                     
|         | Item 1.               | Financial Statements                                                 |   
|         |                       |                                                                      |   
|         |                       | Consolidated Balance Sheets                                          |   
|         |                       | June 30, 2006 (unaudited) and December 31,                           |   
|         |                       | 2005 (derived from audited financial statements)                     | 1 
|         |                       |                                                                      |   
|         |                       | Consolidated Statements of Income                                    |   
|         |                       | Three Months and Six Months Ended June 30, 2006 and 2005 (unaudited) | 2 
|         |                       |                                                                      |   
|         |                       | Consolidated Statement of Changes in Stockholders Equity            |   
|         |                       | Six Months Ended June 30, 2006 (unaudited)                           | 3 
|         |                       |                                                                      |   
|         |                       | Consolidated Statements of Cash Flows                                |   
|         |                       | Six Months Ended June 30, 2006 and 2005 (unaudited)                  | 4 
|         |                       |                                                                      |   
|         |                       | Notes to Consolidated Financial Statements                           | 6 
|         |                       |                                                                      |   
|         | Item 2.               | Managements Discussion and Analysis of Financial Condition          |   
|         |                       | and Results of Operations                                            | 9 
|         |                       |                                                                      |   
|         | Item 3.               | Quantitative and Qualitative Disclosures About Market Risk           | 28
|         |                       |                                                                      |   
|         | Item 4.               | Controls and Procedures                                              | 28
|         |                       |                                                                      |   
|         |                       |                                                                      |   
|PART II. | OTHER INFORMATION     |                                                                     
|         |                       |                                                                      |   
|         | Item 1A.              | Risk Factors                                                         | 29
|         |                       |                                                                      |   
|         | Item 2.               | Unregistered Sales of Equity Securities and Use of Proceeds          | 29
|         |                       |                                                                      |   
|         | Item 4.               | Submission of Matters to a Vote of Security Holders                  | 29
|         |                       |                                                                      |   
|         | Item 6.               | Exhibits                                                             | 30





i



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PART I.  FINANCIAL INFORMATION



Item 1.  Financial Statements



PSB Holdings, Inc.

Consolidated Balance Sheets

June 30, 2006 unaudited, December 31, 2005 derived from audited financial statements



|                                                                                      |                               |              |         | 
|------------------------------------------------------------------------------------- | ----------------------------- | ------------ | ------- | 
|                                                                                      | June 30,                      | December 31,
|(dollars in thousands, except per share data)                                         | 2006                          | 2005        
|Assets                                                                                |                               |             
|Cash and due from banks                                                               | $  10,933                     | $  15,708   
|Interest-bearing deposits and money market funds                                      | 1,611                         | 988         
|Federal funds sold                                                                    |                              | 9,908       
|                                                                                      |                               |             
|Cash and cash equivalents                                                             | 12,544                        | 26,604      
|                                                                                      |                               |             
|Securities available for sale (at fair value)                                         | 83,680                        | 81,501      
|Loans held for sale                                                                   | 569                           |            
|Loans receivable, net of allowance for loan losses of $4,210 and $4,180, respectively | 380,305                       | 372,411     
|Accrued interest receivable                                                           | 2,228                         | 2,245       
|Foreclosed assets                                                                     | 1,422                         | 373         
|Premises and equipment                                                                | 12,267                        | 12,632      
|Mortgage servicing rights, net                                                        | 915                           | 880         
|Federal Home Loan Bank stock (at cost)                                                | 3,017                         | 3,017       
|Cash surrender value of bank-owned life insurance                                     | 4,897                         | 4,805       
|Other assets                                                                          | 1,872                         | 1,690       
|                                                                                      |                               |             
|TOTAL ASSETS                                                                          | $503,716                      | $506,158    
|                                                                                      |                               |             
|Liabilities                                                                           |                               |             
|Non-interest-bearing deposits                                                         | $  56,427                     | $  61,345   
|Interest-bearing deposits                                                             | 338,341                       | 339,191     
|                                                                                      |                               |             
|                                                                                      | Total deposits                | 394,768      | 400,536
|                                                                                      |                               |             
|Federal Home Loan Bank advances                                                       | 60,000                        | 54,000      
|Other borrowings                                                                      | 4,934                         | 4,497       
|Junior subordinated debentures                                                        | 7,732                         | 7,732       
|Accrued expenses and other liabilities                                                | 3,766                         | 3,908       
|                                                                                      |                               |             
|                                                                                      | Total liabilities             | 471,200      | 470,673
|                                                                                      |                               |             
|Stockholders equity                                                                  |                               |             
|Common stock  no par value with a stated value of $1 per share:                      |                               |             
|                                                                                      | Authorized  3,000,000 shares |              |        
|                                                                                      | Issued  1,887,179 shares     | 1,887        | 1,887  
|Additional paid-in capital                                                            | 9,647                         | 9,655       
|Retained earnings                                                                     | 29,638                        | 28,561      
|Accumulated other comprehensive loss                                                  | (1,109)                       | (542)       
|Treasury stock, at cost  284,431 and 181,608 shares, respectively                    | (7,547)                       | (4,076)     
|                                                                                      |                               |             
|                                                                                      | Total stockholders equity    | 32,516       | 35,485 
|                                                                                      |                               |             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                            | $503,716                      | $506,158    



1



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PSB Holdings, Inc.

Consolidated Statements of Income

|                                                          |                                                    |         |                  |           |           |         |  | 
|--------------------------------------------------------- | -------------------------------------------------- | ------- | ---------------- | --------- | --------- | ------- |  | 
|                                                          | Three Months Ended                                 |         | Six Months Ended
|                                                          | June 30,                                           |         | June 30,        
|(dollars in thousands, except per share data)  Unaudited | 2006                                               | 2005    |                  | 2006      | 2005     
|                                                          |                                                    |         |                  |           |          
|Interest and dividend income:                             |                                                    |         |                  |           |          
|                                                          | Loans, including fees                              | $6,421  | $5,581           |           | $12,532   | $10,784
|                                                          | Securities:                                        |         |                  |           |           |        
|                                                          | Taxable                                            | 648     | 467              |           | 1,252     | 919    
|                                                          | Tax-exempt                                         | 249     | 237              |           | 503       | 478    
|                                                          | Other interest and dividends                       | 51      | 55               |           | 158       | 123    
|                                                          |                                                    |         |                  |           |          
|                                                          | Total interest and dividend income                 | 7,369   | 6,340            |           | 14,445    | 12,304 
|                                                          |                                                    |         |                  |           |          
|Interest expense:                                         |                                                    |         |                  |           |          
|                                                          | Deposits                                           | 3,086   | 2,141            |           | 6,022     | 3,952  
|                                                          | FHLB advances                                      | 623     | 507              |           | 1,157     | 1,057  
|                                                          | Other borrowings                                   | 63      | 106              |           | 91        | 189    
|                                                          | Junior subordinated debentures                     | 114     | 4                |           | 227       | 4      
|                                                          |                                                    |         |                  |           |          
|                                                          | Total interest expense                             | 3,886   | 2,758            |           | 7,497     | 5,202  
|                                                          |                                                    |         |                  |           |          
|Net interest income                                       | 3,483                                              | 3,582   |                  | 6,948     | 7,102    
|Provision for loan losses                                 | 120                                                | 30      |                  | 255       | 180      
|                                                          |                                                    |         |                  |           |          
|Net interest income after provision for loan losses       | 3,363                                              | 3,552   |                  | 6,693     | 6,922    
|                                                          |                                                    |         |                  |           |          
|Noninterest income:                                       |                                                    |         |                  |           |          
|                                                          | Service fees                                       | 358     | 324              |           | 653       | 584    
|                                                          | Mortgage banking                                   | 226     | 249              |           | 433       | 404    
|                                                          | Investment and insurance sales commissions         | 145     | 202              |           | 280       | 372    
|                                                          | Net gain on sale of securities                     |        |                 |           |          | 6      
|                                                          | Increase in cash surrender value of life insurance | 45      | 46               |           | 91        | 66     
|                                                          | Change in fair value of interest rate swap         | (97)    |                 |           | (302)     |       
|                                                          | Other noninterest income                           | 200     | 126              |           | 344       | 318    
|                                                          |                                                    |         |                  |           |          
|                                                          | Total noninterest income                           | 877     | 947              |           | 1,499     | 1,750  
|                                                          |                                                    |         |                  |           |          
|Noninterest expense:                                      |                                                    |         |                  |           |          
|                                                          | Salaries and employee benefits                     | 1,792   | 1,641            |           | 3,606     | 3,270  
|                                                          | Occupancy and facilities                           | 453     | 427              |           | 925       | 872    
|                                                          | Data processing and other office operations        | 201     | 168              |           | 381       | 340    
|                                                          | Advertising and promotion                          | 79      | 95               |           | 122       | 158    
|                                                          | Other noninterest expenses                         | 519     | 449              |           | 952       | 780    
|                                                          |                                                    |         |                  |           |          
|                                                          | Total noninterest expense                          | 3,044   | 2,780            |           | 5,986     | 5,420  
|                                                          |                                                    |         |                  |           |          
|Income before provision for income taxes                  | 1,196                                              | 1,719   |                  | 2,206     | 3,252    
|Provision for income taxes                                | 345                                                | 548     |                  | 617       | 1,041    
|                                                          |                                                    |         |                  |           |          
|Net income                                                | $   851                                            | $1,171  |                  | $  1,589  | $  2,211 
|Basic earnings per share                                  | $  0.50                                            | $  0.68 |                  | $    0.94 | $    1.29
|Diluted earnings per share                                | $  0.50                                            | $  0.68 |                  | $    0.93 | $    1.28



2



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PSB Holdings, Inc.

Consolidated Statement of Changes in Stockholders Equity

Six months ended June 30, 2006  Unaudited

|                                       |                                |            |          |               |          |         |       |  | 
|-------------------------------------- | ------------------------------ | ---------- | -------- | ------------- | -------- | ------- | ----- |  | 
|                                       |                                |            |          | Accumulated   |          |        
|                                       |                                |            |          | Other         |          |        
|                                       |                                | Additional |          | Comprehensive |          |        
|                                       | Common                         | Paid-in    | Retained | Income        | Treasury |        
|(dollars in thousands)                 | Stock                          | Capital    | Earnings | (Loss)        | Stock    | Totals 
|                                       |                                |            |          |               |          |        
|Balance January 1, 2006                | $1,887                         | $9,655     | $28,561  | $   (542)     | $(4,076) | $35,485
|                                       |                                |            |          |               |          |        
|Comprehensive income:                  |                                |            |          |               |          |        
|                                       | Net income                     |            |          | 1,589         |          |         | 1,589
|                                       | Unrealized loss on securities  |            |          |               |          |         |      
|                                       | available for sale, net of tax |            |          |               | (567)    |         | (567)
|                                       |                                |            |          |               |          |        
|                                       | Total comprehensive income     |            |          |               |          |         | 1,022
|                                       |                                |            |          |               |          |        
|Purchase of treasury stock             |                                |            |          |               | (3,497)  | (3,497)
|                                       |                                |            |          |               |          |        
|Proceeds from stock options issued out |                                |            |          |               |          |        
|                                       | of treasury                    |            | (8)      |               |          | 26      | 18   
|                                       |                                |            |          |               |          |        
|Cash dividends declared $.32 per share |                                |            | (512)    |               |          | (512)  
|                                       |                                |            |          |               |          |        
|Balance June 30, 2006                  | $1,887                         | $9,647     | $29,638  | $(1,109)      | $(7,547) | $32,516



3



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PSB Holdings, Inc.

Consolidated Statements of Cash Flows

Six months ended June 30, 2006 and 2005  Unaudited



|                                      |                                                                                   |          |          |  | 
|------------------------------------- | --------------------------------------------------------------------------------- | -------- | -------- |  | 
|(dollars in thousands)                | 2006                                                                              | 2005    
|                                      |                                                                                   |         
|Cash flows from operating activities: |                                                                                   |         
|                                      |                                                                                   |         
|                                      | Net income                                                                        | $  1,589 | $  2,211
|                                      | Adjustments to reconcile net income to net cash provided by operating activities: |          |         
|                                      | Provision for depreciation and net amortization                                   | 838      | 822     
|                                      | Provision for loan losses                                                         | 255      | 180     
|                                      | Deferred net loan origination costs                                               | (279)    | (276)   
|                                      | Gain on sale of loans                                                             | (267)    | (270)   
|                                      | Provision (recovery) for servicing right valuation allowance                      | (27)     | 2       
|                                      | Gain on sale of premises and equipment                                            | (1)      | (2)     
|                                      | Gain on sale of foreclosed assets                                                 | (7)      | (2)     
|                                      | Gain on sale of securities                                                        |         | (6)     
|                                      | Increase in cash surrender value of life insurance                                | (92)     | (66)    
|                                      | FHLB stock dividends                                                              |         | (79)    
|                                      | Changes in operating assets and liabilities:                                      |          |         
|                                      | Accrued interest receivable                                                       | 17       | (227)   
|                                      | Other assets                                                                      | 130      | (330)   
|                                      | Other liabilities                                                                 | (142)    | 798     
|                                      |                                                                                   |         
|                                      | Net cash provided by operating activities                                         | 2,014    | 2,755   
|                                      |                                                                                   |         
|Cash flows from investing activities: |                                                                                   |         
|                                      |                                                                                   |         
|                                      | Proceeds from sale and maturities of securities available for sale                | 4,786    | 6,582   
|                                      | Payment for purchase of securities available for sale                             | (7,865)  | (10,710)
|                                      | Net increase in loans                                                             | (9,647)  | (26,837)
|                                      | Capital expenditures                                                              | (94)     | (661)   
|                                      | Proceeds from sale of premises and equipment                                      | 1        | 2       
|                                      | Proceeds from sale of foreclosed assets                                           | 67       | 60      
|                                      | Purchase of bank-owned life insurance                                             |         | (4,561) 
|                                      |                                                                                   |         
|                                      | Net cash used in investing activities                                             | (12,752) | (36,125)



4



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Consolidated Statements of Cash Flows, continued



|                                            |                                                                                |           |            | 
|------------------------------------------- | ------------------------------------------------------------------------------ | --------- | ---------- | 
|Cash flows from financing activities:       |                                                                                |          
|                                            |                                                                                |          
|                                            | Net increase (decrease) in non-interest-bearing deposits                       | (4,918)   | 2,124     
|                                            | Net increase (decrease) in interest-bearing deposits                           | (850)     | 19,191    
|                                            | Proceeds from long-term FHLB advances                                          | 12,000    | 17,000    
|                                            | Repayments of long-term FHLB advances                                          | (6,000)   | (14,000)  
|                                            | Net increase (decrease) in other borrowings                                    | 437       | (2,686)   
|                                            | Proceeds from issuance of junior subordinated debentures                       |          | 7,481     
|                                            | Dividends declared                                                             | (512)     | (532)     
|                                            | Proceeds from exercise of stock options                                        | 18        | 48        
|                                            | Purchase of treasury stock                                                     | (3,497)   | (318)     
|                                            |                                                                                |          
|                                            | Net cash provided by (used in) financing activities                            | (3,322)   | 28,308    
|                                            |                                                                                |          
|Net decrease in cash and cash equivalents   | (14,060)                                                                       | (5,062)  
|Cash and cash equivalents at beginning      | 26,604                                                                         | 23,324   
|                                            |                                                                                |          
|Cash and cash equivalents at end            | $12,544                                                                        | $18,262  
|                                            |                                                                                |          
|Supplemental cash flow information:         |                                                                                |          
|                                            |                                                                                |          
|Cash paid during the period for:            |                                                                                |          
|                                            | Interest                                                                       | $  7,383  | $  5,019  
|                                            | Income taxes                                                                   | 780       | 610       
|                                            |                                                                                |          
|Noncash investing and financing activities: |                                                                                |          
|                                            |                                                                                |          
|                                            | Loans charged off                                                              | $     244 | $       34
|                                            | Loans transferred to foreclosed assets                                         | 1,110     | 281       
|                                            | Distribution of treasury stock in settlement of liability to Company directors |          | 3         



5



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PSB Holdings, Inc.

Notes to Consolidated Financial Statements





NOTE 1  GENERAL



In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly PSB Holdings, Inc.s (PSB) financial position, results of its operations, and cash flows for the periods presented, and all such adjustments are of a normal recurring nature.  The consolidated financial statements include the accounts of all subsidiaries.  All material intercompany transactions and balances are eliminated.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.  Any reference to PSB refers to the consolidated or individual operations of PSB Holdings, Inc. and its subsidiary Peoples State Bank.



These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with generally accepted accounting principles have been omitted or abbreviated.  The information contained in the consolidated financial statements and footnotes in PSBs Annual Report on Form 10-K for the year ended December 31, 2005, should be referred to in connection with the reading of these unaudited interim financial statements.



In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period.  Actual results could differ significantly from those estimates.  Estimates that are susceptible to significant change include the determination of the allowance for loan losses, mortgage servicing right assets, and the valuation of investment securities.



NOTE 2  STOCK-BASED COMPENSATION



Under the terms of an incentive stock option plan adopted during 2001, shares of unissued common stock were reserved for options to officers and key employees at prices not less than the fair market value of the shares at the date of the grant.  These options expire 10 years after the grant date with the first options scheduled to expire beginning in the year 2011.  No additional shares of common stock remain reserved for future grants under the option plan approved by the shareholders.  As of June 30, 2006, 19,794 options were outstanding and eligible to be exercised at a weighted average exercise price of $16.07 per share.  During the six months ended June 30, 2006, 1,177 options to purchase were exercised at an average price of $15.82 per share.



NOTE 3  EARNINGS PER SHARE



Basic earnings per share of common stock are based on the weighted average number of common shares outstanding during the period.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares adjusted for the dilutive effect of outstanding stock options.



6



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Presented below are the calculations for basic and diluted earnings per share:



|                                                          |                    |               |                  |              |             
|--------------------------------------------------------- | ------------------ | ------------- | ---------------- | ------------ | ------------
|                                                          | Three months ended |               | Six months ended
|                                                          | June 30,           |               | June 30,        
|(dollars in thousands, except per share data)  Unaudited | 2006               | 2005          |                  | 2006         | 2005        
|                                                          |                    |               |                  |              |             
|Net income                                                | $         851      | $      1,171  |                  | $      1,589 | $      2,211
|                                                          |                    |               |                  |              |             
|Weighted average shares outstanding                       | 1,685,166          | 1,714,134     |                  | 1,695,172    | 1,717,577   
|Effect of dilutive stock options outstanding              | 9,756              | 10,235        |                  | 9,807        | 10,399      
|                                                          |                    |               |                  |              |             
|Diluted weighted average shares outstanding               | 1,694,922          | 1,724,369     |                  | 1,704,979    | 1,727,976   
|                                                          |                    |               |                  |              |             
|Basic earnings per share                                  | $        0.50      | $        0.68 |                  | $       0.94 | $       1.29
|Diluted earnings per share                                | $        0.50      | $        0.68 |                  | $       0.93 | $       1.28



NOTE 4  COMPREHENSIVE INCOME



Comprehensive income as defined by current accounting standards for the three months and six months ended June 30, 2006 and 2005 is as follows:



|                                         |                                         |               |                  |           |             |      
|---------------------------------------- | --------------------------------------- | ------------- | ---------------- | --------- | ----------- | -----
|                                         | Three months ended                      |               | Six months ended
|                                         | June 30,                                |               | June 30,        
|(dollars in thousands)  Unaudited       | 2006                                    | 2005          |                  | 2006      | 2005       
|                                         |                                         |               |                  |           |            
|                                         |                                         |               |                  |           |            
|Net income                               | $        851                            | $       1,171 |                  | $   1,589 | $     2,211
|Unrealized gain (loss) on securities     |                                         |               |                  |           |            
|                                         | available for sale, net of tax          | (429)         | 266              |           | (567)       | (308)
|Reclassification adjustment for security |                                         |               |                  |           |            
|                                         | gain included in net income, net of tax |              |                 |           |            | (4)  
|                                         |                                         |               |                  |           |            
|Comprehensive income                     | $        422                            | $       1,437 |                  | $   1,022 | $     1,899



NOTE 5  LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES



Loans receivable are stated at unpaid principal balances plus net deferred loan origination costs less loans in process and the allowance for loan losses.



Interest on loans is credited to income as earned.  Interest income is not accrued on loans where management has determined collection of such interest is doubtful or those loans which are past due 90 days or more as to principal or interest payments.  When a loan is placed on nonaccrual status, previously accrued but unpaid interest deemed uncollectible is reversed and charged against current income.  After being placed on nonaccrual status, additional income is recorded only to the extent that payments are received or the collection of principal becomes reasonably assured.  Interest income recognition on loans considered to be impaired under current accounting standards is consistent with the recognition on all other loans.



7



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Loan origination fees and certain direct loan origination costs are deferred and amortized to income over the contractual life of the underlying loan.



The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely.  Management believes the allowance for loan losses is adequate to cover probable credit losses relating to specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio.  In accordance with current accounting standards, the allowance is provided for losses that have been incurred as of the balance sheet date.  The allowance is based on past events and current economic conditions, and does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions.  While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions.



The allowance for loan losses includes specific allowances related to loans which have been judged to be impaired as defined by current accounting standards.  A loan is impaired when, based on current information, it is probable that PSB will not collect all amounts due in accordance with the contractual terms of the loan agreement.  Management has determined that commercial, financial, agricultural, and commercial real estate loans that have a nonaccrual status or have had their terms restructured meet this definition.  Large groups of homogenous loans, such as residential mortgage and consumer loans, are collectively evaluated for impairment.  Specific allowances are based on discounted cash flows of expected future payments using the loans initial effective interest rate or the fair value of collateral if the loan is collateral dependent.



In addition, various regulatory agencies periodically review the allowance for loan losses.  These agencies may require PSB to make additions to the allowance for loan losses based on their judgments of collectibility based on information available to them at the time of their examination.



Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate and are carried as Loans held for sale on the balance sheet.  Net unrealized losses are recognized through a valuation allowance by charges to income.  Gains and losses on the sale of loans held for sale are determined using the specific identification method using quoted market prices.



NOTE 6  FORECLOSED REAL ESTATE



Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value (after deducting estimated costs to sell) at the date of foreclosure, establishing a new cost basis.  Costs related to development and improvement of property are capitalized, whereas costs related to holding property are expensed.  After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less estimated costs to sell.  Revenue and expenses from operations and changes in any valuation allowance are included in loss on foreclosed real estate.



NOTE 7  INCOME TAXES



The Internal Revenue Service (IRS) has audited PSBs federal income tax returns for 1999 through 2002, and has disallowed a portion of Peoples State Banks (the Bank) interest deductions for such years.  The IRS asserts that PSB owes an additional $184,000 of tax and interest (computed with interest through November 15, 2005).  The IRSs contention is that municipal bonds owned by the Banks Nevada investment subsidiary should be treated as owned by the Bank for purposes of computing the Banks allowable interest expense.  The IRS has made the same adjustment for other Wisconsin banks that have Nevada investment subsidiaries.  In August 2005, PSB filed a petition with the United States Tax Court contesting such adjustment.  PSB believes all tax returns are correct as filed and, at this time, no additional tax expense for this adjustment has been recorded.





8



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NOTE 8  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES



All derivative instruments are recorded at their fair values.  If derivative instruments are designated as hedges of fair values, both the change in the fair value of the hedge and the hedged item are included in current earnings.  Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and reclassified to earnings when the hedged transaction is reflected in earnings.  Ineffective portions of hedges are reflected in income.



NOTE 9  CONTINGENCIES



In the normal course of business, PSB is involved in various legal proceedings.  In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the consolidated financial statements.



NOTE 10  SUBSEQUENT EVENT



During July 2006, PSB sold vacant land in the Portage County, Wisconsin Business Park acquired in 2004 that had been held for a possible de novo branch location.  Gain on sale of the land totaled $236,000 (after income tax expense of $153,000).



Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion and analysis is presented to assist in the understanding and evaluation of PSBs financial condition and results of operations.  It is intended to complement the unaudited financial statements, footnotes, and supplemental financial data appearing elsewhere in this Form 10-Q and should be read in conjunction therewith.  Dollar amounts are in thousands, except per share amounts.  This Quarterly Report on Form 10-Q describes the business of PSB Holdings, Inc. and its subsidiary Peoples State Bank as in effect on June 30, 2006, and any reference to PSB refers to the consolidated or individual operations of PSB Holdings, Inc. and Peoples State Bank.



Forward-looking statements have been made in this document that are subject to risks and uncertainties.  While PSB believes these forward-looking statements are based on reasonable assumptions, all such statements involve risk and uncertainties that could cause actual results to differ materially from those contemplated in this report.  The assumptions, risks, and uncertainties relating to the forward-looking statements in this report include those described under the caption Forward-Looking Statements in Item I of PSBs Form 10-K for the year ended December 31, 2005 (2005 Form 10-K) and, from time to time, in PSBs other filings with the Securities and Exchange Commission.  PSB does not intend to update forward-looking statements.  Additional risk factors relating to an investment in PSB common stock are described under Item 1A of the 2005 Form 10-K.



Management Discussion and Analysis  Executive Overview



This overview summarizes PSBs financial trends and the primary opportunities and challenges faced by management.  It is intended to assist the reader in better understanding these trends and managements plan to address them.  In addition, the near-term issues on which management is most focused are outlined in general terms as a backdrop for more detailed statistical analysis presented in this Quarterly Report on Form 10-Q.



2006 second quarter net income was $.50 per diluted share, or $851, as compared to $.68 per diluted share, or $1,171, in the second quarter of 2005.  Earnings for the quarter ended June 30, 2006 included a special item from sale of the student loan portfolio.  In addition, 2006 income continued to be impacted by changes in fair value of an interest rate swap at fair value without the ability to offset the liability against the hedged certificate of deposit.  The following table summarizes special items impacting the quarters and six months ended June 30, 2006 and 2005, respectively.



9



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Table 1:  Pro-forma Net Income (dollars in thousands, except per share data)

|                                          |                                            |           |                  |        |           |       
|----------------------------------------- | ------------------------------------------ | --------- | ---------------- | ------ | --------- | ------
|                                          |                                            |           |                  |        |          
|                                          | Three months ended                         |           | Six months ended
|Periods ended June 30, 2006               | $                                          | per share |                  | $      | per share
|                                          |                                            |           |                  |        |          
|Net income as reported                    | $  851                                     | $ 0.50    |                  | $1,589 | $ 0.93   
|                                          |                                            |           |                  |        |          
|Special items, net of tax effects:        |                                            |           |                  |        |          
|                                          | Change in fair value of interest rate swap | 59        | 0.03             |        | 183       | 0.11  
|                                          | Gain on sale of student loans              | (42)      | (0.02)           |        | (42)      | (0.02)
|                                          |                                            |           |                  |        |          
|Pro-forma net income before special items | $  868                                     | $ 0.51    |                  | $1,730 | $ 1.02   



|                                          |                                              |           |                  |        |           |       
|----------------------------------------- | -------------------------------------------- | --------- | ---------------- | ------ | --------- | ------
|                                          | Three months ended                           |           | Six months ended
|Periods ended June 30, 2005               | $                                            | per share |                  | $      | per share
|                                          |                                              |           |                  |        |          
|Net income as reported                    | $1,171                                       | $ 0.68    |                  | $2,211 | $ 1.28   
|                                          |                                              |           |                  |        |          
|Special items, net of tax effects:        |                                              |           |                  |        |          
|                                          | Gain on sale of Pulse ATM stock              | (5)       |                 |        | (47)      | (0.03)
|                                          | Recovery of collection costs from prior year |           |                  |        | (61)      | (0.04)
|                                          |                                              |           |                  |        |          
|Pro-forma net income before special items | $1,166                                       | $ 0.68    |                  | $2,103 | $ 1.21   



Return on average assets based on reported net income for the quarter and six months ended June 30, 2006 was .68% and .64%, respectively.  Return on average assets based on reported net income for the quarter and six months ended June 30, 2005 was .98% and .94%, respectively.



Return on equity based on reported net income for the quarter and six months ended June 30, 2006 was 9.58% and 8.96%, respectively.  Return on equity based on reported net income for the quarter and six months ended June 30, 2005 was 13.55% and 12.90%, respectively.



PSBs provision for loan losses was $120 in the second quarter of 2006, versus $30 in the same period last year.  Quarterly provisions for loan losses increased over those seen during the June 2005 quarter from that quarters favorable resolution of some long-term problem loans that carried specific loss reserves in 2005.  Going forward, quarterly provisions for loan losses are expected to be similar to that recorded in the June 2006 quarter.  During the June 2006 quarter, a $190 charge-off was recorded on a loan relationship placed on nonaccrual status during the March 2006 quarter with the remaining balance recorded in foreclosed assets at June 30, 2006.  Foreclosed assets increased $540 and $509 during the June 2006 and March 2006 quarters, respectively, from the addition of three unrelated properties previously reported as nonaccrual loans.  Total nonperforming assets to total assets were .72%, .73%, and .62% at June 30, 2006, March 31, 2006, and December 31, 2005, respectively.



Interest bearing demand and savings deposits declined $10,335 at June 30, 2006 compared to March 31, 2006 due, in large part, from a $10,176 decline in balances in two governmental entity deposit accounts.  The declines represented seasonal activity for both customers.  Although these deposit declines were seasonal, the relationship with one of the governmental entities will be lost as the customer is changing accounts after concluding a formal bidding process.  At June 30, 2006, $3,555 of funds were held in this account and are expected to be closed in the September 2006 quarter.





10



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The decline in deposits was funded with additional Federal Home Loan Bank balances and brokered certificates of deposit.  Loan growth is expected to be slower than past years and in line with what has been seen during the six months ended June 2006.  Competitive pressures and the anticipated sale to the secondary market of a large construction loan relationship are expected to continue to be a drag on loan growth for the remainder of 2006.  However, if growth exceeds the pace seen during the six months ended June 2006, and competition prevents substantial increases in local deposits, use of wholesale funding will increase, lowering the amount of available but unused liquidity as a percent of assets compared to prior years.  Increased use of wholesale funding would also continue to place pressure on net interest margin yield spreads on future net earning asset growth.



Tax adjusted net interest margin was 3.06% during the June 2006 quarter compared to 3.10% in the March 2006 quarter and 3.32% during the June 2005 quarter.  The increase in wholesale funding to replace run off of interest bearing demand deposits was the primary contributing factor in the slight decline in June 2006 quarterly net interest margin compared to the March 2006 quarter.  However, net margin is expected to remain under pressure due to competitive loan and deposit pricing pressures, declining credit spreads available on new loan growth, and shifts in the deposit mix to higher yielding core accounts.  As in the March 2006 quarter, the June 2006 quarter saw certain existing core deposits migrate to higher yielding accounts.



During 2005, PSB entered into an interest rate swap to hedge the interest rate risk inherent in a brokered certificate of deposit.  During 2005, PSB applied the short-cut method of fair value hedge accounting under Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities (FAS 133).  During March 2006, PSB determined this swap did not qualify for the short-cut method because in retrospect the related broker fee was determined to have caused the swap not to have a zero value at inception (which is required under FAS 133 to qualify for the short-cut method).  Fair value hedge accounting allows a company to record the change in fair value of the hedged item, in this case, the brokered certificate, as an adjustment to income as an offset to the mark-to-market adjustment on the related interest rate swap.



Hedge accounting for FAS 133 was not allowed for 2005 because the hedge documentation required for the long-haul method was not in place at the inception of the hedge.  In addition, because current and prospective hedge effectiveness testing does not show the hedge to be highly effective in offsetting the change in fair value of the certificate, use of hedge accounting is not allowed in future periods.  Eliminating the application of fair value hedge accounting in 2006 reversed the fair value adjustment that was made to the brokered certificate.  Marking the swap liability to fair value generated a charge of $302,000 ($183,000 after tax benefits) during the six months ended June 30, 2006.  Approximately $168,000 of the pre-tax charge recorded in the March 2006 quarter was related to activity during 2005 which was not restated to prior periods due to the insignificant impact on previously reported 2005 results.  The remaining increase in the fair value liability was $37,000 and $97,000 in the March 2006 and June 2006 quarters, respectively.  The swap continues to be economically effective and any swap liability provision to expense represents a temporary timing difference to be recovered in future periods before swap maturity in October 2008.



On April 20, 2006, PSB announced the retirement of President and CEO David K. Kopperud.  On June 16, 2006, PSB announced Peter W. Knitt as new President and CEO.  Mr. Knitt was a PSB Senior Vice President who led PSBs northern Wisconsin offices since 2003.  Before coming to PSB, Mr. Knitt was President of various M&I Bank locations, most recently in Rhinelander, Wisconsin.  Mr. Kopperud will continue on in a relationship building role and as a PSB director.  Mr. Kopperuds compensation and benefits for the remainder of 2006 will remain unchanged and be evaluated as part of PSBs normal December 2006 year-end review of staffing, compensation, and benefits.  By September 30, 2006, Mr. Knitt is expected to complete a reorganization of management, organizational reporting, and review of bank operations.  The reorganization in connection with an updated strategic plan is expected to give focus to PSBs expansion plans, products, customer base, and operations for increased profits and growth moving forward.





11



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Declining net income compared to prior quarters is due to rising non-interest expenses while income remains flat.  Income is expected to remain flat or provide little growth over prior quarters for the remainder of 2006 as net margin remains under pressure without an expectation of significant new loan growth.  Wage and benefit expense has driven non-interest expense growth.  Wages and benefits during the June 2006 quarter were $139, or 8.4% greater than the quarterly average for calendar 2005.  In addition to normally recurring bank-wide inflationary and merit pay increases effective January 1, the greatest contributor to increased wages and benefits is a 57% increase ($73 per quarter) in health insurance expense compared to the quarterly average during 2005.  Although FTE levels at June 2006 are the same as June 2005, wages and benefits are expected to remain elevated during the rest of 2006 in part from CEO transition costs and employee attrition costs.



During the June 2006 quarter, PSB completed a tender offer stock buyback of 100,000 shares (approximately 5.9% of total outstanding shares) totaling $3.375 million, which reduced book value by $.79 per share.  The buyback was funded in part by the $7.5 million 2005 trust preferred securities issue and is expected to be accretive to income during the September 2006 quarter.  The tender offer was significantly oversubscribed with a final cash payment pro-ration factor of 34.483% of shares offered for tender.  During the remainder of 2006, PSB expects to continue its customary annual 1% of shares buyback program and purchase at prevailing market prices an additional 13,000 shares during the six months ended December 2006.



Management Discussion and Analysis  Statistical Tables and Analysis



BALANCE SHEET



At June, 2006, total assets were $503,716, a decrease of $2,442, or 0.5%, under December 31, 2005.  Changes in assets since March 31, 2006 and December 31, 2005 consisted of:



|                                              |                    |        |                  |               |       
|--------------------------------------------- | ------------------ | ------ | ---------------- | ------------- | ------
|                                              | Three months ended |        | Six months ended
|Increase (decrease) in assets ($000s)         | June 30, 2006      |        | June 30, 2006   
|                                              | $                  | %      |                  | $             | %     
|                                              |                    |        |                  |               |       
|Commercial, industrial and agricultural loans | $     4,081        | 4.4%   |                  | $    10,810   | 12.6% 
|Cash and cash equivalents                     | 830                | 7.1%   |                  | (14,060)      | -52.8%
|Residential real estate mortgage loans        | 604                | 0.6%   |                  | 1,240         | 1.3%  
|Other assets (various categories)             | 601                | 2.0%   |                  | 521           | 1.8%  
|Bank-owned life insurance                     | 46                 | 0.9%   |                  | 92            | 100.0%
|Investment securities                         | (216)              | -0.3%  |                  | 2,179         | 2.7%  
|Commercial real estate mortgage loans         | (336)              | -0.2%  |                  | (1,838)       | -1.0% 
|Consumer and installment loans                | (2,225)            | -32.9% |                  | (1,386)       | -23.4%
|                                              |                    |        |                  |               |       
|Total increase (decrease) in assets           | $     3,385        | 0.7%   |                  | $     (2,442) | -0.5% 



During June 2006, PSB sold its $1,911 student loan portfolio for a gain of $69 (before income tax expense of $27).  Separate from the student loan sale, gross loans increased $4,036 (4.3% annualized) and $10,404 (5.5% annualized) during the quarter and six months ended June 30, 2006, respectively.  The decline in total assets since December 31, 2005 was due in part from a reduction in interest bearing deposits held by two governmental entity depositors at June 30, 2006.  Asset growth for the remainder of 2006 is expected to remain slow due to local competition for both loans and deposits.  PSB continued to emphasize non real estate commercial loans during the second quarter 2006 with this category showing the only significant growth during the second quarter 2006 (17.6% annualized growth within this category during the quarter).  Loan receivable growth during the remainder of 2006 is expected to come predominantly from the commercial loan and commercial real estate categories.





12



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The change in net assets impacted funding sources since March 31, 2006 and December 31, 2005 as follows:



|                                                                  |                    |        |                  |              |      
|----------------------------------------------------------------- | ------------------ | ------ | ---------------- | ------------ | -----
|                                                                  | Three months ended |        | Six months ended
|Increase (decrease) in liabilities and equity ($000s)             | June 30, 2006      |        | June 30, 2006   
|                                                                  | $                  | %      |                  | $            | %    
|                                                                  |                    |        |                  |              |      
|FHLB advances                                                     | $     8,000        | 15.4%  |                  | $     6,000  | 11.1%
|Wholesale certificates of deposit                                 | 7,700              | 11.6%  |                  | 4,875        | 7.1% 
|Other liabilities (various categories)                            | 922                | 32.4%  |                  | (142)        | -3.6%
|Retail certificates of deposit > $100                             | 265                | 0.5%   |                  | 801          | 1.5% 
|Other borrowings                                                  | (1,007)            | -17.0% |                  | 437          | 9.7% 
|Stockholders equity                                              | (3,464)            | -9.6%  |                  | (2,969)      | -8.4%
|Core deposits (including MMDA)                                    | (9,031)            | -3.3%  |                  | (11,444)     | -4.1%
|                                                                  |                    |        |                  |              |      
|Total increase (decrease) in liabilities and stockholders equity | $     3,385        | 0.7%   |                  | $    (2,442) | -0.5%



During the June 2006 quarter, a $9,031 run off of retail core deposits was funded with additional wholesale borrowings.  This total included seasonal run off of $10,176 from two governmental entity customers, although the relationship with one customer will be lost to another institution as the result of a recently completed formal bidding process.  At June 30, 2006, interest bearing deposits included $3,555 from this customer with those funds to be withdrawn by September 2006.  The rate paid on those deposits approximated the 30 day LIBOR rate.  As loans grow during 2006, wholesale borrowings are expected to increase as competitive pressures make substantial local deposit growth difficult during the remainder of 2006.



The $3,464 decline in stockholders equity during the June 2006 quarter was due to the completion of a $3,375 tender offer buyback of 100,000 outstanding shares.



Table 2:  Period-End Loan Composition



|                                            |            |            |          |                     |                   |  |            |         
|------------------------------------------- | ---------- | ---------- | -------- | ------------------- | ----------------- |  | ---------- | --------
|                                            | June 30,   |            | June 30, |                     | December 31, 2005
|                                            | Dollars    | Dollars    |          | Percentage of total |                   |  | Percentage
|(dollars in thousands)                      | 2006       | 2005       |          | 2006                | 2005              |  | Dollars    | of total
|                                            |            |            |          |                     |                   |  |            |         
|Commercial, industrial and agricultural     | $   96,880 | $   90,580 |          | 25.2%               | 24.1%             |  | $   86,070 | 22.9%   
|Commercial real estate mortgage             | 173,755    | 167,319    |          | 45.1%               | 44.6%             |  | 175,593    | 46.5%   
|Residential real estate mortgage            | 96,622     | 97,413     |          | 25.1%               | 26.0%             |  | 95,951     | 25.5%   
|Residential real estate loans held for sale | 569        | 610        |          | 0.1%                | 0.2%              |  |           | 0.0%    
|Consumer home equity                        | 12,725     | 12,779     |          | 3.3%                | 3.4%              |  | 13,058     | 3.5%    
|Consumer and installment                    | 4,533      | 6,470      |          | 1.2%                | 1.7%              |  | 5,919      | 1.6%    
|                                            |            |            |          |                     |                   |  |            |         
|Totals                                      | $385,084   | $375,171   |          | 100.0%              | 100.0%            |  | $376,591   | 100.0%  





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The loan portfolio is PSBs primary asset subject to credit risk.  PSBs process for monitoring credit risks includes quarterly analysis of loan quality, delinquencies, nonperforming assets, and potential problem loans.  Loans are placed on a nonaccrual status when they become contractually past due 90 days or more as to interest or principal payments.  All interest accrued but not collected for loans (including applicable impaired loans) that are placed on nonaccrual or charged off is reversed against interest income.  The interest on these loans is accounted for on the cash basis until qualifying for return to accrual status.  Loans are returned to accrual status when all the principal and interest amounts contractually due have been collected and there is reasonable assurance that repayment according to the contractual terms will continue.



The aggregate amount of nonperforming assets decreased $32 to $3,623 at June 30, 2006 compared to March 31, 2006 but increased $475 from December 31, 2005.  The increase since December 31, 2005, includes foreclosed property of $600 at June 30, 2006 from a problem loan relationship identified in 2006 and accounts for the majority of the increase in nonperforming assets at June 30, 2006.  Nonperforming loans also include restructured loans until six consecutive monthly payments are received under the new loan terms.  Total nonperforming assets as a percentage of total assets increased to .72% at June 30, 2006 from .62% at December 31, 2005, and from .51% at June 30, 2005.  PSB also tracks delinquencies on a contractual basis quarter to quarter.  Loans contractually delinquent 30 days or more as a percentage of gross loans were .75% at June 30, 2006 compared to .98% at December 31, 2005, and .57% at June 30, 2005.  The allowance for loan losses was 1.09% of gross loans at June 30, 2006 compared to 1.11% at December 31, 2005, and 1.15% at June 30, 2005.  The allowance for loan losses to total loans declined during the June 2006 quarter from a $190 charge-off of principal prior to placing customer collateral into other real estate owned from the problem relationship identified in 2006 as previously noted.



Table 3:  Allowance for Loan Losses



|                                           |                    |        |                  |        |       
|------------------------------------------ | ------------------ | ------ | ---------------- | ------ | ------
|                                           | Three months ended |        | Six months ended
|                                           | June 30,           |        | June 30,        
|(dollars in thousands)                     | 2006               | 2005   |                  | 2006   | 2005  
|                                           |                    |        |                  |        |       
|Allowance for loan losses at beginning     | $4,324             | $4,303 |                  | $4,180 | $4,157
|                                           |                    |        |                  |        |       
|Provision for loan losses                  | 120                | 30     |                  | 255    | 180   
|Recoveries on loans previously charged-off | 9                  | 4      |                  | 19     | 6     
|Loans charged off                          | (243)              | (28)   |                  | (244)  | (34)  
|                                           |                    |        |                  |        |       
|Allowance for loan losses at end           | $4,210             | $4,309 |                  | $4,210 | $4,309



Nonperforming assets include:  1) loans that are either contractually past due 90 days or more as to interest or principal payments, on a nonaccrual status, or the terms of which have been renegotiated to provide a reduction or deferral of interest or principal (restructured loans), and 2) foreclosed assets.



14



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Table 4:  Nonperforming Assets



|                                                     |          |        |          |       
|---------------------------------------------------- | -------- | ------ | -------- | ------
|                                                     | June 30, |        | Dec. 31,
|(dollars in thousands)                               | 2006     | 2005   |          | 2005  
|                                                     |          |        |          |       
|Nonaccrual loans                                     | $2,175   | $1,740 |          | $2,393
|Accruing loans past due 90 days or more              |         |       |          |      
|Restructured loans not on nonaccrual                 | 26       | 524    |          | 382   
|                                                     |          |        |          |       
|Total nonperforming loans                            | 2,201    | 2,264  |          | 2,775 
|Foreclosed assets                                    | 1,422    | 229    |          | 373   
|                                                     |          |        |          |       
|Total nonperforming assets                           | $3,623   | $2,493 |          | $3,148
|                                                     |          |        |          |       
|Nonperforming loans as a % of gross loans receivable | 0.57%    | 0.60%  |          | 0.74% 
|                                                     |          |        |          |       
|Total nonperforming assets as a % of total assets    | 0.72%    | 0.51%  |          | 0.62% 



LIQUIDITY



Liquidity refers to the ability of PSB to generate adequate amounts of cash to meet PSBs need for cash at a reasonable cost.  PSB manages its liquidity to provide adequate funds to support borrowing needs and deposit flow of its customers.  Management views liquidity as the ability to raise cash at a reasonable cost or with a minimum of loss and as a measure of balance sheet flexibility to react to marketplace, regulatory, and competitive changes.  Deposit growth is the primary source of funding.  Retail and local deposits continue to comprise the bulk of asset funding and were 63.7% of total assets at June 30, 2006 compared to 65.5% of total assets at December 31, 2005 and 63.2% at June 30, 2005.  Federal Home Loan Bank advances and broker and national certificates of deposit continue to represent a significant portion of PSBs total funding ability, and are expected to increase as a percentage of assets during the remainder of 2006.



Table 5:  Period-end Deposit Composition



|                                               |           |        |              |           |        |  |           |       
|---------------------------------------------- | --------- | ------ | ------------ | --------- | ------ |  | --------- | ------
|                                               | June 30,  |        | December 31,
|(dollars in thousands)                         | 2006      |        | 2005         |           | 2005  
|                                               | $         | %      |              | $         | %      |  | $         | %     
|                                               |           |        |              |           |        |  |           |       
|Non-interest bearing demand                    | $  56,427 | 14.3%  |              | $  53,759 | 14.2%  |  | $  61,345 | 15.3% 
|Interest-bearing demand and savings            | 73,779    | 18.7%  |              | 61,877    | 16.3%  |  | 79,644    | 19.9% 
|Money market deposits                          | 66,197    | 16.8%  |              | 66,402    | 17.5%  |  | 66,625    | 16.6% 
|Retail time deposits less than $100            | 68,965    | 17.5%  |              | 67,308    | 17.7%  |  | 69,198    | 17.3% 
|                                               |           |        |              |           |        |  |           |       
|Total core deposits                            | 265,368   | 67.3%  |              | 249,346   | 65.7%  |  | 276,812   | 69.1% 
|Retail time deposits $100 and over             | 55,402    | 14.0%  |              | 58,104    | 15.3%  |  | 54,601    | 13.6% 
|Broker & national time deposits less than $100 | 1,431     | 0.4%   |              | 2,319     | 0.6%   |  | 1,727     | 0.4%  
|Broker & national time deposits $100 and over  | 72,567    | 18.3%  |              | 69,771    | 18.4%  |  | 67,396    | 16.9% 
|                                               |           |        |              |           |        |  |           |       
|Totals                                         | $394,768  | 100.0% |              | $379,540  | 100.0% |  | $400,536  | 100.0%





15



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A significant portion of the increase in core deposits over June 2005 came from high yield interest bearing demand (NOW) and money market deposits from local governments, companies, and private individuals.  Some of these deposits are required to be collateralized and all carry an interest rate that adjusts with overall market rates.  Because the local governmental entities are dependent on local tax revenue and state funding for operations, balances within these accounts may be cyclical during the year.  High-yield NOW and money market deposits increased $20,353, or 72.0% to $48,617 at June 30, 2006 from $28,264 at June 30, 2005.  These high yield accounts have tiered interest rates which pay the highest rate only on account balances generally in excess of $100, but such highest rates are less than equivalent wholesale funding offerings.  Increases in high yield deposit accounts have accounted for the majority of net deposit growth since June 30, 2005.



PSB originates retail certificates of deposit with local depositors under a program known as the Certificate of Deposit Account Registry System (CDARS) in which PSB customer deposits (with participation of other banks in the CDARS network) are able to obtain levels of FDIC deposit insurance coverage in amounts greater than traditional limits.  For purposes of Table 5 above, these certificates are included in retail time deposits $100 and over and totaled $11,016 at June 30, 2006, $10,697 at December 31, 2005, and $11,020 at June 30, 2005.  Although classified as retail time deposits in the table above, these balances are required to be classified as broker deposits on PSBs quarterly regulatory call reports.



PSBs internal policy is to limit broker and national time (not including CDARS) deposits to 20% of total assets.  Broker and national deposits as a percentage of total assets was 14.7%, 13.7%, and 14.8% at June 30, 2006, December 31, 2005, and June 30, 2005, respectively.  Broker deposits as a percentage of total assets is expected to increase for the remainder of 2006 as local deposit growth may not fully fund anticipated loan growth.



Table 6:  Summary of Balance by Significant Deposit Source



|                                               |          |          |          |         
|---------------------------------------------- | -------- | -------- | -------- | --------
|                                               | June 30, |          | Dec. 31,
|(dollars in thousands)                         | 2006     | 2005     |          | 2005    
|                                               |          |          |          |         
|Total time deposits $100 and over              | $127,969 | $127,875 |          | $121,997
|Total broker and national time deposits        | 73,998   | 72,090   |          | 69,123  
|Total retail time deposits                     | 124,367  | 125,412  |          | 123,799 
|Core deposits, including money market deposits | 265,368  | 249,346  |          | 276,812 



Table 7:  Change in Deposit Balance since Prior Period Ended



|                                               |               |       |                   |             |      
|---------------------------------------------- | ------------- | ----- | ----------------- | ----------- | -----
|                                               | June 30, 2005 |       | December 31, 2005
|(dollars in thousands)                         | $             | %     |                   | $           | %    
|                                               |               |       |                   |             |      
|Total time deposits $100 and over              | $       94    | 0.1%  |                   | $     5,972 | 4.9% 
|Total broker and national time deposits        | 1,908         | 2.6%  |                   | 4,875       | 7.1% 
|Total retail time deposits                     | (1,045)       | -0.8% |                   | 568         | 0.5% 
|Core deposits, including money market deposits | 16,022        | 6.4%  |                   | (11,444)    | -4.1%



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Table 8:  Available but Unused Funding Sources other than Retail Deposits



|                                          |               |            |                   |             |           
|----------------------------------------- | ------------- | ---------- | ----------------- | ----------- | ----------
|                                          | June 30, 2006 |            | December 31, 2005
|                                          | Unused, but   | Amount     |                   | Unused, but | Amount    
|(dollars in thousands)                    | Available     | Used       |                   | Available   | Used      
|                                          |               |            |                   |             |           
|Overnight federal funds purchased         | $  31,003     | $    1,497 |                   | $  32,500   | $        
|FHLB advances under blanket mortgage lien | 24,049        | 60,000     |                   | 27,616      | 54,000    
|Repurchase agreements                     | 22,761        | 3,437      |                   | 27,081      | 4,497     
|Wholesale market time deposits            | 26,745        | 73,998     |                   | 32,109      | 69,123    
|                                          |               |            |                   |             |           
|Total available but unused funds          | $104,558      | $138,932   |                   | $119,306    | $127,620  
|                                          |               |            |                   |             |           
|Funding as a percent of total assets      | 20.8%         | 27.6%      |                   | 23.6%       | 25.2%     



Total FHLB advances in excess of approximately $60,000 require the purchase of additional FHLB stock equal to 5% of the advance amount.  Under the FHLBs current capital plan, FHLB stock dividends have declined to a return near 3% of outstanding stock par value.  Therefore, significant additional FHLB advances may carry additional cost relative to other wholesale borrowing alternatives due to the lower than market stock dividend rate currently paid.



Table 9 below presents maturity repricing information as of June 30, 2006.  The following repricing methodologies should be noted:



1.

Money market deposit accounts are considered fully repriced within 90 days.  Certain NOW and savings accounts are considered core deposits as they are generally insensitive to interest rate changes.  These deposits are generally considered to reprice beyond five years.



2.

Nonaccrual loans are considered to reprice beyond five years.



3.

Assets and liabilities with contractual calls or prepayment options are repriced according to the likelihood of the call or prepayment being exercised in the current interest rate environment.



4.

Impact of rising or falling interest rates is based on a parallel yield curve change that is fully implemented within a 12-month time horizon.



17



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Table 9:  Interest Rate Sensitivity Gap Analysis



|                               |                               |             |              |           |               |               |           |          |  | 
|------------------------------ | ----------------------------- | ----------- | ------------ | --------- | ------------- | ------------- | --------- | -------- |  | 
|                               | June 30, 2006                
|(dollars in thousands)         | 0-90 Days                     | 91-180 days | 181-365 days | 1-2 yrs.  | Bynd 2-5 yrs. | Beyond 5 yrs. | Total    
|                               |                               |             |              |           |               |               |          
|Earning assets:                |                               |             |              |           |               |               |          
|                               | Loans                         | $147,024    | $  27,286    | $  43,992 | $  65,216     | $  83,176     | $  18,390 | $385,084
|                               | Securities                    | 3,846       | 5,911        | 6,420     | 19,111        | 32,996        | 15,396    | 83,680  
|                               | FHLB stock                    | 3,017       |              |           |               |               |           | 3,017   
|                               | CSV bank-owned life ins.      |             |              |           |               |               | 4,897     | 4,897   
|                               | Other earning assets          | 1,611       |              |           |               |               |           | 1,611   
|                               |                               |             |              |           |               |               |          
|Total                          | $155,498                      | $  33,197   | $  50,412    | $  84,327 | $116,172      | $  38,683     | $478,289 
|Cumulative rate                |                               |             |              |           |               |               |          
|                               | sensitive assets              | $155,498    | $188,695     | $239,107  | $323,434      | $439,606      | $478,289  |         
|Interest-bearing liabilities   |                               |             |              |           |               |               |          
|                               | Interest-bearing deposits     | $152,737    | $30,588      | $  54,841 | $  31,320     | $  33,008     | $  35,847 | $338,341
|                               | FHLB advances                 |             |              | 9,000     | 20,000        | 31,000        |          | 60,000  
|                               | Other borrowings              | 2,397       |              | 220       | 921           | 533           | 863       | 4,934   
|                               | Junior subordinated           |             |              |           |               |               |           |         
|                               | debentures                    |             |              |           |               | 7,732         |           | 7,732   
|                               |                               |             |              |           |               |               |          
|Total                          | $155,134                      | $  30,588   | $  64,061    | $  52,241 | $  72,273     | $  36,710     | $411,007 
|Cumulative interest            |                               |             |              |           |               |               |          
|                               | sensitive liabilities         | $155,134    | $185,722     | $249,783  | $302,024      | $374,297      | $411,007  |         
|Interest sensitivity gap for   |                               |             |              |           |               |               |          
|                               | the individual period         | $364        | $    2,609   | $(13,649) | $  32,086     | $43,899       | $1,973    |         
|Ratio of rate sensitive assets |                               |             |              |           |               |              
|                               | to rate sensitive liabilities |             |              |           |               |               |          
|                               | for the individual period     | 100.2%      | 108.5%       | 78.7%     | 161.4%        | 160.7%        | 105.4%    |         
|Cumulative interest            |                               |             |              |           |               |               |          
|                               | sensitivity gap               | $       364 | $    2,973   | $(10,676) | $  21,410     | $  65,309     | $  67,282 |         
|Cumulative ratio of rate       |                               |             |              |           |               |              
|                               | sensitive assets to rate      |             |              |           |               |               |           |         
|                               | sensitive liabilities         | 100.2%      | 101.6%       | 95.7%     | 107.1%        | 117.4%        | 116.4%    |         



The Asset/Liability Committee uses financial modeling techniques that measure the interest rate risk.  Policies established by PSBs Asset/Liability Committee are intended to limit exposure of earnings at risk.  A formal liquidity contingency plan exists that directs management to the least expensive liquidity sources to fund sudden and unanticipated liquidity needs.  PSB also uses various policy measures to assess the adequacy of PSBs liquidity and interest rate risk as described below.



Basic Surplus



PSB measures basic surplus as the amount of existing net liquid assets (after deducting short-term liabilities and coverage for anticipated deposit funding outflows during the next 30 days) divided by total assets.  The basic surplus calculation does not consider unused but available correspondent bank federal funds purchased, as those funds are subject to availability based on the correspondent banks own liquidity needs and therefore are not guaranteed contractual funds.  PSBs basic surplus, including available open line of credit FHLB advances not yet utilized at June 30, 2006, December 31, 2005, and June 30, 2005, was 7.8%, 10.6%, and 5.6% respectively.





18



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Interest Rate Risk Limits



PSB balances the need for liquidity with the opportunity for increased net interest income available from longer term loans held for investment and securities.  To measure the impact on net interest income from interest rate changes, PSB models interest rate simulations on a quarterly basis.  Company policy is that projected net interest income over the next 12 months will not be reduced by more than 15% given a change in interest rates of up to 200 basis points.  The following table presents the projected impact to net interest income by certain rate change scenarios and the change to the one year cumulative ratio of rate sensitive assets to rate sensitive liabilities.



Table 10:  Net Interest Margin Rate Simulation Impacts



|                                       |                              |        |         |        
|-------------------------------------- | ---------------------------- | ------ | ------- | -------
|Period Ended:                          | June 06                      | Dec 05 | June 05
|                                       |                              |        |        
|Cumulative 1 year gap ratio            |                              |        |        
|                                       | Base                         | 96%    | 107%    | 115%   
|                                       | Up 200                       | 93%    | 105%    | 109%   
|                                       | Down 200                     | 99%    | 117%    | 125%   
|                                       |                              |        |        
|Change in Net Interest Income  Year 1 |                             
|                                       | Up 200 during the year       | -0.40% | 0.69%   | 1.34%  
|                                       | Down 200 during the year     | -1.43% | -3.34%  | -5.02% 
|                                       |                              |        |        
|Change in Net Interest Income  Year 2 |                             
|                                       | No rate change (base case)   | 5.04%  | 2.85%   | 0.50%  
|                                       | Following up 200 in year 1   | 2.17%  | 6.36%   | 4.26%  
|                                       | Following down 200 in year 1 | 2.58%  | -7.71%  | -12.73%



Core Funding Utilization



To assess whether interest rate sensitivity beyond one year helps mitigate or exacerbate the short-term rate sensitive position, a quarterly measure of core funding utilization is made.  Core funding is defined as liabilities with a maturity in excess of 60 months and capital.  Core deposits including certain DDA, NOW, and non-maturity savings accounts (except money market accounts) are also considered core long-term funding sources.  The core funding utilization ratio is defined as assets with a maturity in excess of 60 months divided by core funding.  PSBs target for the core funding utilization ratio is to remain at 80% or below given the same 200 basis point changes in rates that apply to the guidelines for interest rate risk limits exposure described previously.  At June 30, 2006, December 31, 2005, and June 30, 2005, PSBs core funding utilization ratio was projected to be 52%, 51%, and 47%, respectively, after a rate increase of 200 basis points and was therefore within policy requirements.



CAPITAL RESOURCES



Stockholders equity at June 30, 2006 decreased $3,464 to $32,516 during the June 2006 quarter, and decreased $2,969 from $35,485 at December 31, 2005 for the six months ended June 30, 2006.  The significant capital item during the second quarter was a $3,375 buyback of 100,000 shares of common stock (approximately 5.9% of shares outstanding).  In addition, $123 was used to purchase 4,000 shares at $30.75 per share in the March 2006 quarter as part of PSBs annual 1% of outstanding shares buyback program.  PSB anticipates that it will purchase another 13,000 shares as part of the ongoing program during 2006 on the open market at prices then in effect.





19



---

Equity also decreased $567 since December 31, 2005 from an increase in the unrealized loss on securities available for sale (net of tax effects) as increases in overall market rates (driven by the rising short-term discount rate) reduced the value of fixed rate debt securities.



Separate from these items, stockholders equity increased $1,096 during the six months ended June 30, 2006 of which $1,077 was net income retained after the regular semi-annual cash dividend to shareholders, and a $19 increase for all other capital items.



The adequacy of PSBs capital is regularly reviewed to ensure sufficient capital is available for current and future needs and is in compliance with regulatory guidelines.  As of June 30, 2006 and December 31, 2005, the Banks Tier 1 risk-based capital ratio, total risk-based capital, and Tier 1 leverage ratio were in excess of regulatory minimums and were classified as well-capitalized.  Failure to remain well-capitalized would prevent PSB from obtaining future wholesale broker time deposits which have been an important source of funding during the past several years.  Average tangible capital to average assets was 7.20% during the June 2006 quarter, 7.24% during the December 2005 quarter, and 7.22% during the June 2005 quarter.  Due to the tender offer buyback concluded late in June 2006, average tangible capital to average assets is expected to decline to less than 7.00% during the September 2006 quarter.



During the six months ended June 30, 2006, 1,117 treasury stock shares were re-issued to fund an exercise of employee stock options, exercised at an average price of $15.82 per share.



Table 11:  Capital Ratios  Consolidated Holding Company



|                                                           |           |           |         |          
|---------------------------------------------------------- | --------- | --------- | ------- | ---------
|                                                           | June 30,  |           | Dec 31.
|(dollars in thousands)                                     | 2006      | 2005      |         | 2005     
|                                                           |           |           |         |          
|Stockholders equity                                       | $  32,516 | $  34,716 |         | $  35,485
|Junior subordinated debentures, net                        | 7,500     | 7,500     |         | 7,500    
|Disallowed mortgage servicing right assets                 | (92)      | (85)      |         | (88)     
|Unrealized (gain) loss on securities available for sale    | 1,109     | (72)      |         | 542      
|                                                           |           |           |         |          
|Tier 1 regulatory capital                                  | 41,033    | 42,059    |         | 43,439   
|Add: allowance for loan losses                             | 4,210     | 4,309     |         | 4,180    
|                                                           |           |           |         |          
|Total regulatory capital                                   | $  45,243 | $  46,368 |         | $  47,619
|                                                           |           |           |         |          
|Total assets                                               | $503,716  | $486,230  |         | $506,158 
|Disallowed mortgage servicing right assets                 | (92)      | (85)      |         | (88)     
|Unrealized (gain) loss on securities available for sale    | 1,109     | (72)      |         | 542      
|                                                           |           |           |         |          
|Tangible assets                                            | $504,733  | $486,073  |         | $506,612 
|                                                           |           |           |         |          
|Risk-weighted assets (as defined by current regulations)   | $394,890  | $381,443  |         | $392,790 
|                                                           |           |           |         |          
|Tier 1 capital to average tangible assets (leverage ratio) | 8.10%     | 8.76%     |         | 8.71%    
|Tier 1 capital to risk-weighted assets                     | 10.39%    | 11.03%    |         | 11.06%   
|Total capital to risk-weighted assets                      | 11.46%    | 12.16%    |         | 12.12%   





20



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RESULTS OF OPERATIONS



Net income for the quarter ended June 30, 2006 was $.50 per diluted share, or $851, as compared to $.68 per diluted share, or $1,171, in the second quarter of 2005.  Earnings for the quarter ended June 30, 2006 included a special item from sale of the student loan portfolio.  In addition, 2006 income continued to be impacted by changes in fair value of an interest rate swap at fair value without the ability to offset the liability against the hedged certificate of deposit.  Refer to Table 1 in the Executive Summary section of this Quarterly Report on Form 10-Q for a summary of the special items impacting the quarters and six months ended June 30, 2006 and 2005, respectively.



Return on average assets based on reported net income for the quarter and six months ended June 30, 2006 was .68% and .64%, respectively.  Return on average assets based on reported net income for the quarter and six months ended June 30, 2005 was .98% and .94%, respectively.



Return on equity based on reported net income for the quarter and six months ended June 30, 2006 was 9.58% and 8.96%, respectively.  Return on equity based on reported net income for the quarter and six months ended June 30, 2005 was 13.55% and 12.90%, respectively.



The following Table 12 presents PSBs consolidated quarterly summary financial data.



21



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Table 12:  Financial Summary

|                                              |                                              |               |               |                |                 |                | 
|--------------------------------------------- | -------------------------------------------- | ------------- | ------------- | -------------- | --------------- | -------------- | 
|                                              | Quarter ended                               
|                                              | June 30,                                     | March 31,     | Dec. 31       | Sept 30,       | June 30,       
|(dollars in thousands, except per share data) | 2006                                         | 2006          | 2005          | 2005           | 2005           
|Earnings and dividends:                       |                                              |               |               |                |                
|                                              |                                              |               |               |                |                
|                                              | Net interest income                          | $      3,483  | $      3,465  | $      3,499   | $      3,508    | $      3,582  
|                                              | Provision for loan losses                    | $         120 | $         135 | $           30 | $          (50) | $           30
|                                              | Other noninterest income                     | $         877 | $         622 | $         812  | $         906   | $         947 
|                                              | Other noninterest expense                    | $      3,044  | $      2,942  | $      2,736   | $      2,884    | $      2,780  
|                                              | Net income                                   | $         851 | $         738 | $      1,063   | $      1,066    | $      1,171  
|                                              |                                              |               |               |                |                
|                                              | Basic earnings per share(3)                  | $        0.50 | $        0.43 | $        0.62  | $        0.62   | $        0.68 
|                                              | Diluted earnings per share(3)                | $        0.50 | $        0.43 | $        0.62  | $        0.62   | $        0.68 
|                                              | Dividends declared per share(3)              | $        0.32 | $            | $        0.31  | $              | $        0.31 
|                                              | Net book value per share                     | $      20.29  | $      21.13  | $      20.81   | $      20.81    | $      20.27  
|                                              |                                              |               |               |                |                
|                                              | Semi-annual dividend payout ratio            | 32.22%        | n/a           | 24.83%         | n/a             | 24.06%        
|                                              | Average common shares outstanding            | 1,685,166     | 1,705,290     | 1,710,720      | 1,712,771       | 1,714,134     
|                                              |                                              |               |               |                |                
|Balance sheet - average balances:             |                                              |               |               |                |                
|                                              |                                              |               |               |                |                
|                                              | Loans receivable, net of allowances for loss | $   382,138   | $   375,179   | $   366,224    | $   369,489     | $   367,948   
|                                              | Assets                                       | $   505,586   | $   502,194   | $   498,429    | $   493,035     | $   480,325   
|                                              | Deposits                                     | $   394,075   | $   398,707   | $   394,161    | $   387,969     | $   376,252   
|                                              | Stockholders equity                         | $     35,626  | $     35,867  | $     35,756   | $     35,143    | $     34,665  
|                                              |                                              |               |               |                |                
|Performance ratios:                           |                                              |               |               |                |                
|                                              |                                              |               |               |                |                
|                                              | Return on average assets(1)                  | 0.68%         | 0.60%         | 0.85%          | 0.86%           | 0.98%         
|                                              | Return on average stockholders equity(1)    | 9.58%         | 8.34%         | 11.79%         | 12.03%          | 13.55%        
|                                              | Average tangible stockholders equity to     |               |               |                |                 |               
|                                              | average assets(4)                            | 7.20%         | 7.24%         | 7.24%          | 7.14%           | 7.22%         
|                                              | Net loan charge-offs to average loans        | 0.06%         | 0.00%         | 0.01%          | 0.02%           | 0.01%         
|                                              | Nonperforming loans to gross loans           | 0.57%         | 0.72%         | 0.74%          | 0.71%           | 0.60%         
|                                              | Allowance for loan losses to gross loans     | 1.09%         | 1.13%         | 1.11%          | 1.14%           | 1.15%         
|                                              | Net interest rate margin(1)(2)               | 3.06%         | 3.10%         | 3.09%          | 3.14%           | 3.32%         
|                                              | Net interest rate spread(1)(2)               | 2.56%         | 2.63%         | 2.61%          | 2.72%           | 2.96%         
|                                              | Service fee revenue as a percent of          |               |               |                |                 |               
|                                              | average demand deposits(1)                   | 2.66%         | 2.29%         | 2.10%          | 2.10%           | 2.56%         
|                                              | Noninterest income as a percent              |               |               |                |                 |               
|                                              | of gross revenue                             | 10.64%        | 8.08%         | 10.59%         | 12.06%          | 13.00%        
|                                              | Efficiency ratio(2)                          | 67.51%        | 69.42%        | 61.35%         | 63.25%          | 59.53%        
|                                              | Noninterest expenses to average assets(1)    | 2.41%         | 2.38%         | 2.18%          | 2.32%           | 2.32%         
|                                              |                                              |               |               |                |                
|Stock price information:                      |                                              |               |               |                |                
|                                              |                                              |               |               |                |                
|                                              | High                                         | $      34.00  | $      31.05  | $      30.70   | $      32.00    | $      31.85  
|                                              | Low                                          | $      30.60  | $      30.50  | $      29.75   | $      30.65    | $      30.63  
|                                              | Market value at quarter-end                  | $      32.50  | $      30.80  | $      30.70   | $      30.70    | $      30.75  



(1) Annualized

(2) The yield on tax-exempt loans and securities is computed on a tax-equivalent basis using a tax rate of 34%.

(3) Due to rounding, cumulative quarterly per share performance may not equal annual per share totals.

(4) Tangible stockholders equity excludes the impact of cumulative other comprehensive income (loss).



22



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NET INTEREST INCOME



Net interest income is the most significant component of earnings.  Tax adjusted net interest income increased $16 (1.8% annualized) from $3,616 for the quarter ended March 31, 2006 to $3,632 for the current quarter ended June 30, 2006, but declined $91 (2.4%) from $3,723 for the quarter ended June 30, 2005.  Net interest income since the June 2005 quarter has been negatively impacted by a flattening yield curve and local competitive pressures on deposit rates while new loan growth consisted of commercial loans with significantly lower credit spreads than the existing portfolio.  In addition, since earning asset growth has slowed during 2006, net interest income from new net earning assets growth was not able to cover decreases in income on the existing portfolio from falling net margin.  Margin on earning assets declined from 3.32% in the June 2005 quarter to 3.06% during the June 2006 quarter compared to 3.10% in the recent March 2006 quarter.  Asset yields have not kept pace with interest bearing funding yields which has decreased net margin from a year earlier.  Earning asset yields have consistently increased and were 5.78% at June 2005, 5.93% at December 2005, and 6.34% at June 2006.  However, the cost of interest-bearing liabilities increased from 2.82% at June 2005 to 3.32% at December 2005, and 3.78% at June 2006.



The increase in funding costs has been led by interest-bearing core deposits (excluding retail certificates of deposit), whose quarterly rate increased from 1.64% at June 2005 to 2.19% at December 2005 to 2.87% at June 2006, an increase of 123 basis points compared to one year ago (the Federal Reserve discount rate increased 200 basis points during this same period).  This increase in the cost of core deposits is due to factors in addition to rising short term market rates.  Sale of high yield, high balance accounts has increased such balances to approximately 35% of total interest-bearing demand and money market balances at June 30, 2006 compared to approximately 41% of such balances at March 31, 2006 and approximately 22% of such balances at June 30, 2005.  The high yield accounts carry rates significantly greater than standard retail core accounts.



In addition, low rate core MMDA balances declined $31,132 during the twelve months ended June 30, 2006 while the new high yield retail MMDA product increased $26,890.  The low rate core accounts continue to carry rates ranging from 1.00% to 2.00% while the majority of the high yield retail MMDA balances carry rates near 4.20% at June 30, 2006.  The pace of disintermediation in the core retail MMDA account is expected to decline during the remainder of 2006 with approximately $22 million of low cost balances still at risk at June 30, 2006.



During the June 2006 quarter, both loan and deposit pricing lagged equivalent market rate changes during the quarter.  Taken with anticipated deposit funding cost increases to fund growth, and ongoing disintermediation of low cost MMDA balances converting to the high yield retail MMDA account, the net interest margin is expected to remain under pressure if growth is not funded by new local retail deposits.  Net interest margin is expected to remain at or slightly lower than the June 2006 quarterly average for the remainder of 2006.



23



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Table 13A:  Net Interest Income Analysis (Quarter)



|                                     |                             |           |                             |       |         |           |        |      
|------------------------------------ | --------------------------- | --------- | --------------------------- | ----- | ------- | --------- | ------ | -----
|                                     | Quarter ended June 30, 2006 |           | Quarter ended June 30, 2005
|                                     | Average                     |           | Yield/                      |       | Average |           | Yield/
|(dollars in thousands)               | Balance                     | Interest  | Rate                        |       | Balance | Interest  | Rate  
|Assets                               |                             |           |                             |       |         |           |       
|Interest-earning assets:             |                             |           |                             |       |         |           |       
|                                     | Loans(1)(2)                 | $386,391  | $6,442                      | 6.69% |         | $372,286  | $5,600 | 6.03%
|                                     | Taxable securities          | 58,949    | 648                         | 4.41% |         | 48,311    | 467    | 3.88%
|                                     | Tax-exempt securities(2)    | 24,789    | 377                         | 6.10% |         | 23,693    | 359    | 6.08%
|                                     | FHLB stock                  | 3,017     | 23                          | 3.06% |         | 2,941     | 40     | 5.46%
|                                     | Other                       | 2,310     | 28                          | 4.86% |         | 2,201     | 15     | 2.73%
|                                     |                             |           |                             |       |         |           |       
|                                     | Total(2)                    | 475,456   | 7,518                       | 6.34% |         | 449,432   | 6,481  | 5.78%
|                                     |                             |           |                             |       |         |           |       
|Non-interest-earning assets:         |                             |           |                             |       |         |           |       
|                                     | Cash and due from banks     | 11,022    |                             |       |         | 14,145    |        |      
|                                     | Premises and equipment, net | 12,371    |                             |       |         | 12,607    |        |      
|                                     | Cash surrender value ins    | 4,868     |                             |       |         | 4,602     |        |      
|                                     | Other assets                | 6,122     |                             |       |         | 3,877     |        |      
|                                     | Allowance for loan losses   | (4,253)   |                             |       |         | (4,338)   |        |      
|                                     |                             |           |                             |       |         |           |       
|                                     | Total                       | $505,586  |                             |       |         | $480,325  |        |      
|                                     |                             |           |                             |       |         |           |       
|Liabilities & stockholders equity   |                             |           |                             |       |         |           |       
|Interest-bearing liabilities:        |                             |           |                             |       |         |           |       
|                                     | Savings and demand deposits | $  78,479 | $  542                      | 2.77% |         | $  64,624 | $  249 | 1.55%
|                                     | Money market deposits       | 66,015    | 490                         | 2.98% |         | 69,945    | 301    | 1.73%
|                                     | Time deposits               | 195,501   | 2,054                       | 4.21% |         | 190,932   | 1,591  | 3.34%
|                                     | FHLB borrowings             | 57,934    | 623                         | 4.31% |         | 53,066    | 507    | 3.83%
|                                     | Other borrowings            | 6,514     | 63                          | 3.88% |         | 13,433    | 106    | 3.17%
|                                     | Junior sub. Debentures      | 7,732     | 114                         | 5.91% |         | 255       | 4      | 6.29%
|                                     |                             |           |                             |       |         |           |       
|                                     | Total                       | 412,175   | 3,886                       | 3.78% |         | 392,255   | 2,758  | 2.82%
|                                     |                             |           |                             |       |         |           |       
|Non-interest-bearing liabilities:    |                             |           |                             |       |         |          
|                                     | Demand deposits             | 54,080    |                             |       |         | 50,751    |        |      
|                                     | Other liabilities           | 3,705     |                             |       |         | 2,654     |        |      
|                                     | Stockholders equity        | 35,626    |                             |       |         | 34,665    |        |      
|                                     |                             |           |                             |       |         |           |       
|                                     | Total                       | $505,586  |                             |       |         | $480,325  |        |      
|                                     |                             |           |                             |       |         |           |       
|Net interest income                  |                             | $3,632    |                             |       |         | $3,723    |       
|Rate spread                          |                             |           | 2.56%                       |       |         |           | 2.96% 
|Net yield on interest-earning assets |                             | 3.06%     |                             |       |         | 3.32%    



(1) Nonaccrual loans are included in the daily average loan balances outstanding.

(2) The yield on tax-exempt loans and securities is computed on a tax-equivalent basis using a tax rate of 34%.



24



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Table 13B:  Net Interest Income Analysis (Six Months)



|                                     |                                |           |                                |       |         |           |           |      
|------------------------------------ | ------------------------------ | --------- | ------------------------------ | ----- | ------- | --------- | --------- | -----
|                                     | Six Months ended June 30, 2006 |           | Six Months ended June 30, 2005
|                                     | Average                        |           | Yield/                         |       | Average |           | Yield/   
|(dollars in thousands)               | Balance                        | Interest  | Rate                           |       | Balance | Interest  | Rate     
|Assets                               |                                |           |                                |       |         |           |          
|Interest-earning assets:             |                                |           |                                |       |         |           |          
|                                     | Loans(1)(2)                    | $382,929  | $12,573                        | 6.62% |         | $365,348  | $10,822   | 5.97%
|                                     | Taxable securities             | 57,710    | 1,252                          | 4.37% |         | 47,530    | 919       | 3.90%
|                                     | Tax-exempt securities(2)       | 25,287    | 762                            | 6.08% |         | 24,100    | 724       | 6.06%
|                                     | FHLB stock                     | 3,017     | 42                             | 2.81% |         | 2,921     | 80        | 5.52%
|                                     | Other                          | 5,094     | 116                            | 4.59% |         | 3,460     | 43        | 2.51%
|                                     |                                |           |                                |       |         |           |          
|                                     | Total(2)                       | 474,037   | 14,745                         | 6.27% |         | 443,359   | 12,588    | 5.73%
|                                     |                                |           |                                |       |         |           |          
|Non-interest-earning assets:         |                                |           |                                |       |         |           |          
|                                     | Cash and due from banks        | 11,169    |                                |       |         | 13,811    |           |      
|                                     | Premises and equipment, net    | 12,462    |                                |       |         | 12,563    |           |      
|                                     | Cash surrender value ins       | 4,845     |                                |       |         | 3,670     |           |      
|                                     | Other assets                   | 5,638     |                                |       |         | 3,613     |           |      
|                                     | Allowance for loan losses      | (4,251)   |                                |       |         | (4,277)   |           |      
|                                     |                                |           |                                |       |         |           |          
|                                     | Total                          | $503,900  |                                |       |         | $472,739  |           |      
|                                     |                                |           |                                |       |         |           |          
|Liabilities & stockholders equity   |                                |           |                                |       |         |           |          
|Interest-bearing liabilities:        |                                |           |                                |       |         |           |          
|                                     | Savings and demand deposits    | $  83,091 | $   1,137                      | 2.76% |         | $  68,595 | $     488 | 1.43%
|                                     | Money market deposits          | 66,282    | 923                            | 2.81% |         | 70,807    | 523       | 1.49%
|                                     | Time deposits                  | 193,790   | 3,962                          | 4.12% |         | 182,980   | 2,941     | 3.24%
|                                     | FHLB borrowings                | 55,249    | 1,157                          | 4.22% |         | 50,989    | 1,057     | 4.18%
|                                     | Other borrowings               | 5,228     | 91                             | 3.51% |         | 12,861    | 189       | 2.96%
|                                     | Junior sub. Debentures         | 7,732     | 227                            | 5.92% |         | 128       | 4         | 6.30%
|                                     |                                |           |                                |       |         |           |          
|                                     | Total                          | 411,372   | 7,497                          | 3.68% |         | 386,360   | 5,202     | 2.72%
|                                     |                                |           |                                |       |         |           |          
|Non-interest-bearing liabilities:    |                                |           |                                |       |         |           |          
|                                     | Demand deposits                | 53,202    |                                |       |         | 49,464    |           |      
|                                     | Other liabilities              | 3,582     |                                |       |         | 2,351     |           |      
|                                     | Stockholders equity           | 35,744    |                                |       |         | 34,564    |           |      
|                                     |                                |           |                                |       |         |           |          
|                                     | Total                          | $503,900  |                                |       |         | $472,739  |           |      
|                                     |                                |           |                                |       |         |           |          
|Net interest income                  |                                | $   7,248 |                                |       |         | $   7,386 |          
|Rate spread                          |                                |           | 2.59%                          |       |         |           | 3.01%    
|Net yield on interest-earning assets |                                | 3.08%     |                                |       |         | 3.36%    



(1) Nonaccrual loans are included in the daily average loan balances outstanding.

(2) The yield on tax-exempt loans and securities is computed on a tax-equivalent basis using a tax rate of 34%.





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Table 14:  Interest Expense and Expense Volume and Rate Analysis (Year to Date)



|                       |                                |         |         |       
|---------------------- | ------------------------------ | ------- | ------- | ------
|                       | 2006 compared to 2005         
|                       | increase (decrease) due to(1) 
|(dollars in thousands) | Volume                         | Rate    | Net    
|                       |                                |         |        
|Interest earned on:    |                                |         |        
|                       | Loans(2)                       | $  577  | $1,174  | $1,751
|                       | Taxable securities             | 221     | 112     | 333   
|                       | Tax-exempt securities(2)       | 36      | 2       | 38    
|                       | FHLB stock                     | 1       | (39)    | (38)  
|                       | Other interest income          | 37      | 36      | 73    
|                       |                                |         |        
|Total                  | 872                            | 1,285   | 2,157  
|                       |                                |         |        
|Interest paid on:      |                                |         |        
|                       | Savings and demand deposits    | 198     | 451     | 649   
|                       | Money market deposits          | (63)    | 463     | 400   
|                       | Time deposits                  | 221     | 800     | 1,021 
|                       | FHLB borrowings                | 89      | 11      | 100   
|                       | Other borrowings               | (133)   | 35      | (98)  
|                       | Junior subordinated debentures | 223     |        | 223   
|                       |                                |         |        
|Total                  | 535                            | 1,760   | 2,295  
|                       |                                |         |        
|Net interest earnings  | $  337                         | $ (475) | $ (138)



(1) The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

(2) The yield on tax-exempt loans and investment securities has been adjusted to its fully taxable equivalent using a 34% tax rate.



PROVISION FOR LOAN LOSSES



Management determines the adequacy of the provision for loan losses based on past loan experience, current economic conditions, and composition of the loan portfolio.  Accordingly, the amount charged to expense is based on managements evaluation of the loan portfolio.  It is PSBs policy that when available information confirms that specific loans and leases, or portions thereof, including impaired loans, are uncollectible, these amounts are promptly charged off against the allowance.  The provision for loan losses was $120 for the three months ended June 30, 2006, and $30 for the three months ended June 30, 2005.  Net charge-offs as a percentage of average loans outstanding were .06% during the three months ended June 30, 2006 compared to .01% for the June 2005 quarter.



Nonperforming loans are reviewed to determine exposure for potential loss within each loan category.  The adequacy of the allowance for loan losses is assessed based on credit quality and other pertinent loan portfolio information.  The adequacy of the allowance and the provision for loan losses is consistent with the composition of the loan portfolio and recent credit quality history.  The current quarterly level of loan loss provision is expected to continue during the remainder of 2006.





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NONINTEREST INCOME



Quarterly noninterest income decreased $70 in the June 2006 quarter to $877 compared to $947 in June 2005.  However, both periods included special items.  Noninterest income was $905 for June 2006 before a $97 expense to adjust an interest rate swap to fair value and a $69 gain on sale of the student loan portfolio (before tax effects).  June 2005 noninterest income was $942 before additional income of $5 received from Discover Financial Services to complete their purchase of the Pulse ATM system.  Before these special items, noninterest income decreased $37, or 3.9% compared to the June 2005 quarter.  Approximately $23 of this decrease was from lower mortgage banking income consistent with declines in activity in the local real estate markets and a $57 decline in investment and insurance sales commissions during the quarter.  These declines were offset in part by a $34 increase in service fee income and a $9 increase in other income.



Noninterest income in the September 2006 quarter will be favorably impacted by a one-time gain on sale of vacant land in the Portage County, Wisconsin Business Park of $389 before income taxes of $153.  This land was acquired by PSB in 2004 for a possible de novo branch location.



As a FHLB Mortgage Partnership Finance (MPF) loan servicer, PSB has provided a credit enhancement guarantee to reimburse the FHLB for foreclosure losses in excess of 1% of the original loan principal sold to the FHLB on an aggregate pool basis.  The following table summarizes loan principal serviced for the FHLB by the MPF program as of June 30, 2006.



Table 15:  FHLB Mortgage Partnership Financing (MPF) Program Servicing



|                                                                 |           |             |              |           
|---------------------------------------------------------------- | --------- | ----------- | ------------ | ----------
|                                                                 |           | PSB Credit  | FHLB         | Mortgage  
|                                                                 | Principal | Enhancement | Funded First | Servicing 
|As of June 30, 2006 ($000s)                                      | Serviced  | Guarantee   | Loss Account | Right, net
|                                                                 |           |             |              |           
|MPF 100 Program (agent program)                                  | $  93,352 | $   499     | $2,494       | $ 426     
|MPF125 Program (closed loan program)                             | 76,103    | 757         | 895          | 489       
|                                                                 |           |             |              |           
|Total FHLB MPF serviced loans                                    | $169,455  | $1,256      | $3,389       | $ 915     
|                                                                 |           |             |              |           
|FHLB MPF Program elements as a percentage of principal serviced: |           |            
|                                                                 |           |             |              |           
|As of June 30, 2006:                                             | MPF 100   | MPF 125     |              |           
|                                                                 |           |             |              |           
|PSB credit enhancement guarantee                                 | 0.53%     | 0.99%       |              |           
|FHLB funded first loss account                                   | 2.67%     | 1.18%       |              |           
|Mortgage servicing right, net                                    | 0.46%     | 0.64%       |              |           



PSB ceased originating loans under the MPF 100 program during November 2003.  Since that time all originations have been through the FHLB MPF 125 closed loan program.  Due to historical strength of mortgage borrowers in our markets, the original 1% of principal loss pool provided by the FHLB, and current economic conditions, management believes the possibility of losses under guarantees to the FHLB to be remote.  Accordingly, no provision for a recourse liability has been made for this recourse obligation on loans currently serviced by PSB.





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NONINTEREST EXPENSE



Noninterest operating expenses increased $264, or 9.5% to $3,044 in the quarter ended June 2006 compared to $2,780 during the quarter ended June 2005.  Increases in salaries and wages during the quarter were $151 (9.2%), led by an increase in health and dental insurance of $65.  Occupancy, facilities, and operations charges increased $59 (9.9%) led by an increase in outsourced customer statement mailing costs of $37.  Other noninterest expenses increased $70 (15.6%), led by an increase in consulting fees related to a profit improvement engagement and a bi-annual independent information technology audit totaling $56.  Total noninterest expenses are expected to remain stable during the remainder of 2006, but salaries and employee benefits are anticipated to increase slightly due to CEO transition costs and costs related to attrition in other employee positions.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk



There has been no material change in the information provided in response to Item 7A of PSBs Form 10-K for the year ended December 31, 2005.



Item 4.  Controls and Procedures



As of the end of the period covered by this report, management, under the supervision, and with the participation, of PSBs President and Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of PSBs disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) pursuant to Exchange Act Rule 13a-15.  Based upon, and as of the date of such evaluation, the President and Chief Executive Officer and the Chief Financial Officer concluded that PSBs disclosure controls and procedures were effective.  There were no changes in PSBs internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, PSBs internal control over financial reporting.





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PART II  OTHER INFORMATION



Item 1A.  Risk Factors



In addition to the other information set forth in this report, this report should be considered in light of the risk factors discussed in Part I, Item 1A.  Risk Factors in PSBs Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect PSBs business, financial condition, or future results of operations.  The risks described in PSBs Annual Report on Form 10-K are not the only risks facing PSB.  Additional risks and uncertainties not currently known to PSB or that it currently deems to be immaterial also may materially adversely affect PSBs business, financial condition, and/or operating results.



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



Purchases of Equity Securities



|                 |              |                |                     |                    
|---------------- | ------------ | -------------- | ------------------- | -------------------
|                 |              |                |                     | Maximum number     
|                 |              |                | Total number        | (or approximate    
|                 |              |                | of shares (or       | dollar value) of   
|                 | Total number |                | units) purchased    | shares (or units)  
|                 | of shares    | Average price  | as part of publicly | that may yet be    
|                 | (or units)   | paid per share | announced plans     | purchased under the
|                 | purchased    | (or unit)      | or programs         | plans or programs  
|Period           | (a)          | (b)            | (c)(2)              | (d)(1)             
|                 |              |                |                     |                    
|April 2006       |             | $             |                    | 13,000             
|May 2006         |             |               |                    | 113,000(2)         
|June 2006        | 100,000      | 33.75          | 100,000             | 13,000             
|                 |              |                |                     |                    
|Quarterly totals | 100,000      | $33.75         | 100,000             | 13,000             



(1) A total of 13,000 shares remain under annual 1% stock buy-back program.

(2) PSB announced a tender offer for 100,000 shares on May 15, 2006.  PSB purchased 100,000 shares pursuant to its tender offer which expired June 15, 2006.



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



The annual meeting of shareholders of the Company was held on April 18, 2006.  The only matter voted upon was the election of directors.  The number of votes cast for, or withheld, were as follows:



|                     |           |  |         
|-------------------- | --------- |  | --------
|                     | For       |  | Withheld
|Gordon P. Connor     | 1,073,030 |  | 33,308  
|Patrick L. Crooks    | 1,092,712 |  | 13,626  
|William J. Fish      | 1,093,720 |  | 12,618  
|Charles A. Ghidorzi  | 1,068,585 |  | 37,753  
|Gordon P. Gullickson | 1,091,156 |  | 15,182  
|David K. Kopperud    | 1,091,431 |  | 14,907  
|Thomas R. Polzer     | 1,093,772 |  | 12,566  
|William M. Reif      | 1,093,461 |  | 12,877  
|Thomas A. Riiser     | 1,093,510 |  | 12,828  
|John H. Sonnentag    | 1,093,961 |  | 12,377  





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Item 6.  Exhibits



Exhibits required by Item 601 of Regulation S-K.



|        |                                                                     
|------- | --------------------------------------------------------------------
|Exhibit |                                                                     
|Number  | Description                                                         
|        |                                                                     
|31.1    | Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002
|31.2    | Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002
|32.1    | Certifications under Section 906 of Sarbanes-Oxley Act of 2002      





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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.









PSB HOLDINGS, INC.







August 14, 2006

SCOTT M. CATTANACH

Scott M. Cattanach

Treasurer



(On behalf of the Registrant and as

Principal Financial Officer)







31



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EXHIBIT INDEX

to

FORM 10-Q

of

PSB HOLDINGS, INC.

for the quarterly period ended June 30, 2006

Pursuant to Section 102(d) of Regulation S-T

(17 C.F.R. §232.102(d))







The following exhibits are filed as part this report:



31.1

Certification of CEO under Section 302 of Sarbanes-Oxley Act of 2002

31.2

Certification of CFO under Section 302 of Sarbanes-Oxley Act of 2002

32.1

Certifications under Section 906 of Sarbanes-Oxley Act of 2002







32