Pinnacle Bancshares (PCLB) 10QSB 2006 Q3 Quarterly report (small business)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

(Mark one)

þ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2006

o Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from                    to                    

Commission file number 1-12707

Pinnacle Bancshares, Inc.

(Exact Name of Small Business Issuer as Specified in Its Charter)

Delaware	72-1370314
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

1811 Second Avenue, Jasper, Alabama 35502-1388
(Address of Principal Executive Offices)

(205) 221-4111
(Issuer’s Telephone Number, Including Area Code)

     Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ     Noo

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

     The number of shares outstanding of each of the issuer’s classes of common equity, as of November 11, 2006: 1,464,538 shares of common stock.

     Transitional Small Business Disclosure Format (check one): Yeso     Noþ

CONTENTS

	Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Statements of Financial Condition at September 30, 2006 and December 31, 2005.		3
Unaudited Condensed Consolidated Statements of Operations for the three and nine-months ended September 30, 2006, and 2005.		4
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2006, and 2005.		5
Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2006, and 2005.		6
Notes to Unaudited Condensed Consolidated Financial Statements.		7
Item 2. Management’s Discussion and Analysis or Plan of Operation		10
Item 3. Controls and Procedures		14
Part II OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 6. Exhibits		15
Signatures		16
Ex-31.1 Section 302 Certification
Ex-32.1 Section 906 Certification

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

PINNACLE BANCSHARES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	September 30,			December 31,
	2006			2005
ASSETS:
Cash and cash equivalents	$	3,377,474		$	3,784,867
Interest-bearing deposits in other banks		19,896,203			13,368,882
Securities available-for-sale		78,994,370			80,653,931
FHLB stock		532,100			507,300
First National Bankers Bancshares stock		525,000			525,000
Loans held for sale		1,187,995			374,192
Loans receivable, net of allowances for loan losses of $1,489,138 and $1,383,410, respectively		109,930,719			106,255,517
Real estate owned, net		322,509			381,229
Premises and equipment, net		7,170,456			5,892,093
Goodwill		306,488			306,488
Bank owned life insurance
Accrued interest receivable
Other assets		5,333,967			5,096,157
		1,355,190			1,372,733
		1,682,849			1,730,328
Total assets	$	230,615,320		$	220,248,717
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Deposits	$	205,789,073		$	192,551,915
Subordinated debt		3,093,000			3,093,000
Borrowed funds		0			2,375,000
Official checks outstanding		780,477			1,088,302
Accrued interest payable		1,259,013			786,133
Other liabilities		988,758			944,393
Total liabilities		211,910,321			200,838,743
STOCKHOLDERS’ EQUITY:
Common stock, par value $.01 per share; 2,400,000 authorized; 1,872,313 and 1,827,813 issued at September 30, 2006 and December 31, 2005, respectively; 1,464,538 and 1,541,178 outstanding at September 30, 2006 and December 31, 2005, respectively		18,723			18,278
Additional paid-in capital		8,923,223			8,479,921
Treasury shares, at cost (407,775 and 286,635 shares at September 30, 2006 and December 31, 2005, respectively)		(5,285,739	)		(3,488,724	)
Retained earnings		16,906,257			16,405,863
Accumulated other comprehensive loss, net of tax		(1,857,465	)		(2,005,364	)
Total stockholders’ equity		18,704,999			19,409,974
Total liabilities and stockholders’ equity	$	230,615,320		$	220,248,717

See accompanying notes to these condensed consolidated financial statements.

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PINNACLE BANCSHARES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2006		2005		2006		2005
INTEREST REVENUE:
Interest on loans	$	2,318,758	$	2,019,364	$	6,542,560	$	5,624.679
Interest and dividends on securities		864,755		936,482		2,533,427		2,785,810
Other interest		228,097		14,665		693,910		64,247
		3,411,610		2,970,511		9,769,897		8,474,736
INTEREST EXPENSE:
Interest on deposits		1,667,211		1,134,499		4,640,032		3,068,598
Interest on subordinated debt		66,555		51,473		187,070		141,916
Interest on borrowed funds		0		54,293		14,694		126.646
		1,733,766		1,240,265		4,841,796		3,337,160
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES		1,677,844		1,730,246		4,928,101		5,137,576
PROVISION FOR LOAN LOSSES		135,000		137,500		382,500		440,500
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		1,542,844		1,592,746		4,545,601		4,697,076
NONINTEREST INCOME:
Fees and service charges on deposit accounts		221,645		234,388		643,583		650,637
Service fee income, net		32,429		36,588		100,112		114,210
Fees and charges on loans		26,403		59,806		99,608		128,219
Bank owned life insurance		79,270		74,600		237,810		223,800
Net gain (loss) on sale or write-down of:
Loans held for sale		91,842		130,605		298,903		337,752
Real estate owned		86,150		24,935		74,658		26,559
Securities available-for-sale		0		0		60		(3,750	)
Premises and equipment		0		0		14,737		0
		537,739		560,922		1,469,471		1,477,427
NONINTEREST EXPENSE:
Compensation and benefits		948,656		817,305		2,656,316		2,504,391
Occupancy		292,356		274,990		846,716		820,351
Marketing and professional		95,055		117,865		276,872		298,968
Other		273,276		261,227		794,765		805,233
		1,609,343		1,471,387		4,574,669		4,428,943
INCOME BEFORE INCOME TAXES		471,240		682,281		1,440,403		1,745,560
INCOME TAX EXPENSE		146,350		220,773		448,122		551,228
NET INCOME	$	324,890	$	461,508	$	992,281	$	1,194,332
Basic earnings per share	$	0.22	$	0.30	$	0.66	$	0.77
Diluted earnings per share	$	0.22	$	0.29	$	0.65	$	0.76
Cash dividends per share	$	0.11	$	0.11	$	0.33	$	0.33
Weighted average basic shares outstanding		1,471,126		1,551,361		1,502,904		1,549,355
Weighted average diluted shares outstanding		1,476,567		1,579,320		1,523,414		1,579,019

See accompanying notes to these condensed consolidated financial statements.

4

PINNACLE BANCSHARES, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

													Accumulated
					Additional								Other			Total
	Common Stock				Paid-in		Treasury			Retained			Comprehensive			Stockholders’
	Shares		Amount		Capital		Stock			Earnings			(Loss) Income			Equity
BALANCE, December 31, 2004		1,821,780	$	18,218	$	8,418,897	$	(3,220,730	)	$	15,571,155		$	(873,110	)	$	19,914,430
Comprehensive income:
Net income		0		0		0		0			1,194,332			0			1,194,332
Change in fair value of securities available- for-sale, net of tax		0		0		0		0			0			(975,439	)		(975,439	)
Comprehensive income																	218,893
Exercise of stock options		6,033		60		61,024											61,084
Repurchase of common stock (16,233 shares at cost)		0		0		0		(232,498	)		0			0			(232,498	)
Cash dividends declared ($.33 per share)		0		0		0		0			(512,046	)		0			(512,046	)
BALANCE, September 30, 2005		1,827,813	$	18,278	$	8,479,921	$	(3,453,228	)	$	16,253,441		$	(1,848,549	)	$	19,449,863
BALANCE, December 31, 2005		1,827,813	$	18,278	$	8,479,921	$	(3,488,724	)	$	16,405,863		$	(2,005,364	)	$	19,409,974
Comprehensive loss:
Net income		0		0		0		0			992,281			0			992,281
Change in fair value of securities available- for-sale, net of tax		0		0		0		0			0			147,899			147,899
Comprehensive income																	1,140,180
Exercise of stock options, net of tax benefit		44,500		445		443,302		0			0			0			443,747
Repurchase of common stock (121,140 shares at cost)		0		0		0		(1,797,015	)		0			0			(1,797,015	)
Cash dividends declared ($.33 per share)		0		0		0		0			(491,887	)		0			(491,887	)
BALANCE, September 30, 2006		1,872,313	$	18,723	$	8,923,223	$	(5,285,739	)	$	16,906,257		$	(1,857,465	)	$	18,704,999

See accompanying notes to these condensed consolidated financial statements.

5

PINNACLE BANCSHARES, INC,

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended
	September 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	992,281		$	1,194,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		375,935			369,339
Provision for loan losses		382,500			440,500
Accretion, net		(125,550	)		(111,302	)
Increase in cash surrender value of Bank owned life insurance		(237,810	)		(223,800	)
Excess tax benefits on stock options		(51,590	)		0
Net (gain) loss on sale or write down of:
Loans held for sale		(298,903	)		(337,752	)
Securities available-for-sale		(60	)		3,750
Real estate owned		(74,658	)		(26,559	)
Premises and equipment		(14,737	)		0
Proceeds from sale of loans		20,301,457			26,059,646
Loans originated for sale		(20,816,357	)		(26,253,049	)
Decrease (increase) in accrued interest receivable		17,543			(20,004	)
Decrease (increase) in other assets		(41,666	)		5,868
Increase in accrued interest payable		472,880			179,476
Increase in other liabilities		95,955			181,311
Net cash provided by operating activities		977,220			1,461,756
CASH FLOWS FROM INVESTING ACTIVITIES:
Net loan originations		(4,044,638	)		(7,117,974	)
Net change in interest bearing deposits in other banks		(6,527,321	)		(1,255,839	)
Purchase of securities available-for-sale		(5,654,191	)		(13,191,025	)
Proceeds from the sale of securities available-for-sale		3,000,000			4,000,000
Proceeds from maturing, called and payments received on securities available-for-sale		4,483,251			6,558,289
Proceeds from sale of Federal Home Loan Bank stock		0			222,000
Purchase of Federal Home Loan Bank stock		(24,800	)		(312,300	)
Purchase of First National Bankers Bancshares, Inc. stock		0			(525,000	)
Purchase of premises and equipment		(1,656,497	)		(273,990	)
Proceeds from sales of assets		16,936			0
Proceeds from sales of real estate owned		313,469			365,027
Net cash used in investing activities		(10,093,791	)		(11,530,812	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in passbook, NOW and money market deposit accounts		2,766,170			3,808,066
Proceeds from sales of time deposits		27,273,111			21,978,814
Payments on maturing time deposits		(16,802,123	)		(14,368,328	)
Decrease in borrowed funds		(2,375,000	)		(205,000	)
(Decrease) increase in official checks outstanding		(307,825	)		22,023
Proceeds from exercise of stock options		392,157			61,084
Excess tax benefits on stock options		51,590			0
Repurchase of common stock		(1,797,015	)		(232,498	)
Payments of cash dividends		(491,887	)		(512,046	)
Net cash provided by financing activities		8,709,178			10,552,115
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(407,393	)		483,059
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		3,784,867			3,451,046
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,377,474		$	3,934,105
SUPPLEMENTAL DISCLOSURES:
Cash payments for interest on deposits, borrowed funds, and subordinated debentures	$	4,368,916		$	3,157,684
Cash payments for income taxes		616,870			580,013
Real estate acquired through foreclosure		180,091			708,867

See accompanying notes to these condensed consolidated financial statements.

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PINNACLE BANCSHARES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements include the accounts of Pinnacle Bancshares, Inc. (the “Company”) and Pinnacle Bank (the “Bank”), the Company’s wholly owned subsidiary. All significant intercompany transactions and accounts have been eliminated in consolidation.

In the opinion of management, all adjustments (all of which are normal recurring accruals) necessary for a fair presentation of the results of such interim periods have been included. The results of operations for the three and nine month periods ended September 30, 2006, are not necessarily indicative of the results of operations which may be expected for the entire year.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005. The accounting policies followed by the Company are set forth in the summary of Significant Accounting Policies in the Company’s audited consolidated financial statements.

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2.EARNINGS PER SHARE:

The following table represents the earnings per share calculations for the three and nine-month periods ended September 30, 2006 and 2005:

					Per
					Share
For The Three Months Ended	Net Income		Shares		Amount
September 30, 2006
Basic earnings per share	$	324,890		1,471,126	$	0.22
Dilutive securities				5,441
Diluted earnings per share	$	324,890		1,476,567	$	0.22

					Per
					Share
For The Three Months Ended	Net Income		Shares		Amount
September 30, 2005
Basic earnings per share	$	461,508		1,551,361	$	0.30
Dilutive securities				27,959
Diluted earnings per share	$	461,508		1,579,320	$	0.29

					Per
					Share
For The Nine Months Ended	Net Income		Shares		Amount
September 30, 2006
Basic earnings per share	$	992,281		1,502,904	$	0.66
Dilutive securities				20,510
Diluted earnings per share	$	992,281		1,523,414	$	0.65

					Per
					Share
For The Nine Months Ended	Net Income		Shares		Amount
September 30, 2005
Basic earnings per share	$	1,194,332		1,549,355	$	0.77
Dilutive securities				29,664
Diluted earnings per share	$	1,194,332		1,579,019	$	0.76

3. RECENT ACCOUNTING PRONOUNCEMENTS:

In December 2004, the FASB issued SFAS No. 123 (revised 2004),Share-Based Payment, which revised SFAS No. 123,Accounting for Stock-Based Compensation. This statement supercedes APB Opinion No. 25,Accounting for Stock Issued to Employees. The revised statement addresses the accounting for share-based payment transactions with employees and other third parties, eliminates the ability to account for share-based compensation transactions using APB 25 and requires that the compensation costs relating to such transactions be recognized in the consolidated statement of operations. The Company adopted SFAS No. 123(R) on January 1, 2006. The impact of its adoption had no impact on the consolidated statements of financial condition or statements of operations for the Company as all options outstanding were fully vested.

In February 2006, the FASB issued SFAS No. 155,Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No 133 and 140.This statement amends SFAS No. 133,Accounting for Derivatives and Hedging Activitiesand SFAS No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and allows the entity to re-measure at fair value a hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation from the host, if the holder irrevocably elects to account for the whole instrument on a fair value basis. Subsequent changes in the

8

fair value of the instrument would be recognized in earnings. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of SFAS No. 155 to have a material impact on the consolidated statements of financial condition or statements of operations of the Company.

In March 2006, the FASB issued SFAS No. 156,Accounting for Servicing of Financial Assets–an amendment of FASB Statement No. 140. SFAS No. 156 amends SFAS No. 140, with respect to the accounting for separately recognized servicing assets and liabilities. The statement addresses the recognition and measurement of separately recognized servicing assets and liabilities and provides an approach to simplify efforts to obtain hedge-like accounting. SFAS No. 156 is effective as of the beginning of the first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of SFAS No. 156 to have a material impact on the consolidated statements of financial condition or statements of operations of the Company.

In June 2006, the FASB issued Interpretation (“FIN”) No. 48,Accounting for Uncertainty in Income Taxes – an interpretation of the FASB Statement No. 109.This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This is effective for fiscal years beginning after December 15, 2006. The Company believes that the adoption of this interpretation will not have a material impact on the consolidated statements of financial condition or statements of operations.

In September 2006, the FASB issued SFAS No. 157Fair Value Measurements.SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date. The statement emphasizes that fair value is a market-based measurement and not an entity-specific measurement. It also establishes a fair value hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value. Management will be required to adopt this statement beginning 2008. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or statements of operations.

In September 2006, the FASB issued SFAS No. 158Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.SFAS No. 158 amends SFAS statements No. 87, 88, 106 and 132(R). SFAS No. 158 requires employers to recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status. Secondly, it requires employers to measure the plans assets and obligations that determine its funded status as of the end of the fiscal year. Lastly, employers are required to recognize changes in the funded status of a defined benefit postretirement plan in the year that the changes occur with the changes reported in comprehensive income. The standard is required to be adopted by entities having fiscal years ending after December 15, 2006. Because the Company does not have any defined benefit plans or other post retirement plans this standard is not expected to have an impact on the Company’s consolidated financial condition or statements of operations.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (”SAB 108”). SAB 108 expresses the views of the SEC regarding the process of quantifying financial misstatements to determine if any restatement of prior financial statements is required. The statement addresses the two techniques commonly used in practice in accumulating and quantifying misstatements, and requires that the technique with the most severe results be used in determining whether a misstatement is material. The statement is required to be adopted by the Company on January 1, 2007. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial condition or statements of operations.

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Item 2. Management’s Discussion and Analysis or Plan of Operation

Forward-Looking Statements:This Quarterly Report on Form 10-QSB contains forward-looking statements. Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the SEC or otherwise. The words “believe,” “expect,” “seek” and “intend,” and similar expressions identify forward-looking statements, which speak only as of the date the statement is made. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements may include, but are not limited to, projections of income or loss, expenditures, acquisitions, plans for future operations, financing needs or plans relating to services of the Company, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risk and uncertainties, some of which cannot be predicted or qualified. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements.

The Company does not undertake, and specifically disclaims, any obligation to publicly release the results of revisions, which may be made to forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Critical Accounting Policies:The accounting principles followed by the Company and the methods of applying these principles conform with United States generally accepted accounting principles and with general practices within the banking industry. The Company’s critical accounting policies relate to the allowance for loan losses and real estate owned. These policies require the use of estimates, assumptions and judgments and are based on information available as of the date of the financial statements. Accordingly, as this information changes, the financial statements could reflect different estimates, assumptions and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. These policies require the use of subjective and complex estimates, assumptions and judgments that are important to the portrayal of the Company’s financial condition and results.

The allowance for loan losses is maintained at a level which management considers to be adequate to absorb losses inherent in the loan portfolio. Management’s estimation of the amount of the allowance is based on a continual evaluation of the loan portfolio and includes such factors as economic conditions, analysis of individual loans, overall portfolio characteristics, delinquencies and the balance of any impaired loans (generally considered to be nonperforming loans, excluding residential mortgages and other homogeneous loans).

Management reviews the adequacy of the allowance for loan losses on a continual basis by assessing the quality of the loan portfolio and adjusting the allowance when appropriate. Management’s evaluation of certain specifically identified loans includes a review of the financial condition and capacity of the borrower, the value of the collateral, current economic trends, historical losses, workout and collection arrangements, and possible concentrations of credit. The loan review process also includes a collective evaluation of credit quality within the mortgage and installment loan portfolios. In establishing the allowance, loss percentages are applied to groups of loans with similar risk characteristics. These loss percentages are determined by historical experience, portfolio mix, regulatory influence, and other economic factors. Each quarter this review is quantified in a report to management, which uses it to determine whether an appropriate allowance is being maintained. This report is then submitted to the Audit Committee and to the Board of Directors quarterly.

Changes in the allowance can result from changes in economic events, changes in the creditworthiness of the borrowers, or changes in collateral values. The effect of these changes is reflected when known. Though management believes the allowance for loan losses to be adequate as of September 30, 2006, ultimate losses may vary from estimations.

Real estate owned acquired through foreclosure is carried at the lower of cost or fair value less expected selling costs. Any excess of the recorded investment over fair value, less estimated costs of disposition of the property, is charged to the allowance for loan losses at the time of foreclosure. Subsequent to foreclosure, real estate owned is

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evaluated on an individual basis for changes in fair value. Declines in fair value of the asset, less costs of disposition below its carrying amount, require an increase in the valuation allowance account. Future increases in fair value of the asset, less cost of disposition, may cause a reduction in the valuation allowance account, but not below zero. Increases or decreases in the valuation allowance account are charged or credited to income. Costs relating to the development and improvement of property are capitalized, whereas costs relating to the holding of property are expensed.

The recognition of gains and losses on the sale of real estate owned is dependent upon whether the nature and terms of the sale and future involvement of the Bank in the property meet certain requirements. If the transaction does not meet these requirements, income recognition is deferred and recognized under an alternative method in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 66,Accounting for Sales of Real Estate.

Comparison of Financial Condition as of December 31, 2005 and September 30, 2006:Total assets were $230.6 million at September 30, 2006, compared to $220.2 million at December 31, 2005. Net loans increased $3.7 million, to $109.9 million at September 30, 2006, compared to $106.2 million at December 31, 2005. This increase was due primarily to an increase in loans secured by real estate of $4.2 million and an increase in commercial loans of $1.1 million. These increases were offset by a decrease in consumer loans of $1.6 million, primarily due to increased rate competition. Total securities available-for-sale were $79.0 million at September 30, 2006, compared to $80.7 million at December 31, 2005.

Cash and cash equivalents and interest-bearing deposits in other banks at September 30, 2006 totaled $23.3 million, compared to $17.2 million at December 31, 2005. The Company is maintaining this level of liquidity in order to fund current loan commitments and other loan originations in 2006 and reduce risk from rising interest rates. At September 30, 2006 loan commitments totaled $38.0 million.

At September 30, 2006, the investment portfolio of $79.0 million consisted primarily of U. S. agency securities and mortgage-backed securities. The entire investment portfolio is classified as “available-for-sale,” which is carried at fair value with the unrealized gains/losses reflected directly in stockholders’ equity, net of taxes.

Total deposits increased $13.2 million, to $205.8 million at September 30, 2006, from $192.6 million at December 31, 2005. This increase was primarily due to an increase in time deposits of $10.5 million and an increase in passbook, NOW and money market deposit accounts of $2.7 million. This increase was due to more competitive rates offered by the Bank to attract new deposit customers.

There were no borrowed funds at September 30, 2006, compared to total borrowed funds of $2.4 million at December 31, 2005. This decrease was due to the Company paying off $2.4 million of warrants payable during the nine-months ended September 30, 2006.

On December 22, 2003, the Company established Pinnacle Capital Trust I (the “Trust”), a wholly-owned statutory business trust. The Company is the sole sponsor of the trust and owns $93,000 of the Trust’s common securities. The Trust was created for the exclusive purpose of issuing 30-year capital trust preferred securities (“Trust Preferred Securities”) in the aggregate amount of $3,000,000 and using proceeds from the issuance of the common and preferred securities to purchase $3,093,000 of junior subordinated debentures (“Subordinated Debentures”) issued by the Company. The sole assets of the Trust are the Subordinated Debentures. The Company’s investment in the Trust is included in other assets in the accompanying consolidated balance sheet at September 30, 2006 and the $3,093,000 obligation of the Company is included in subordinated debt. Interest expense on Subordinated Debentures was $67,000 and $187,000 for the three and nine months ended September 30, 2006, respectively, compared to $51,000 and $142,000 for the three and nine months ended September 30, 2005. The increase was due to an increase in the average rate paid from 6.7% and 6.1% in the three and nine months ended September 30, 2005 to 8.6% and 8.1% n the three and nine months ended September 30, 2006.

Stockholders’ equity decreased from $19.4 million at December 31, 2005 to $18.7 million at September 30, 2006. This decrease was primarily attributable to the repurchase of 121,140 shares of common stock at a cost of $1,797,015.

Results of Operations-Comparison of the Three and Nine-Months Ended September 30, 2006 and 2005: For the three-months ended September 30, 2006, net income was $325,000, compared with net income of $462,000 for

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the three months ended September 30, 2005. For the nine-months ended September 30, 2006, net income was $992,000 compared with net income of $1,194,000 for the nine months ended September 30, 2005. The decrease in net income was attributable in part to a decrease in the Company’s net interest margin primarily due to an inverted yield curve, which caused the Company’s cost of funds to increase more rapidly than interest earned on investments and loans. As a result, the Company’s net interest margin was 3.30% and 3.20% for the three and nine months ended September 30, 2006, respectively, as compared to 3.40% and 3.50% for the three and nine months ended September 30, 2005, respectively. If market rates continue to increase, the Company expects that the margin will continue to decline.

The yield on interest-earning assets increased from approximately 5.87% and 5.69% in the three and nine months period ended September 30, 2005, respectively, to approximately 6.62% and 6.34% in the three and nine months period ended September 30, 2006, respectively. The cost of funds increased from approximately 2.58% at September 30, 2005, to approximately 3.38% at September 30, 2006. These increases were due to increases in market interest rates.

Net interest income before the provision for loan losses for the three months ended September 30, 2006, was $1,678,000, compared with $1,730,000 in the same period last year. Net interest income before the provision for loan losses for the nine months ended September 30, 2006, was $4,928,000, compared with $5,138,000 in the same period last year. The decrease was primarily due to increases in interest expense on deposits of $533,000 and $1,571,000 for the three and nine months ended September 30, 2006, respectively. These increases were offset in part by increases in interest revenue of $441,000 and $1,295,000 for the three and nine months ended September 30, 2006, respectively, compared with the same periods last year.

Provisions for loan losses are made to maintain the allowance for loan losses at adequate levels. The allowance for loan losses reflects management’s estimates, which take into account historical experience, the amount of non-performing loans, collateral values and general economic conditions. The provision for loan losses was $135,000 and $382,500 for the three and nine months ended September 30, 2006, respectively, compared to $137,500 and $440,500 for the three and nine months ended September 30, 2005, respectively. It is management’s opinion that the allowance for loan losses at September 30, 2006 was adequate to absorb losses related to the portfolio of loans. Management will continue to analyze the Bank’s exposure to losses. Although management believes that it uses the best information available to make such determinations, future adjustments to allowances may be necessary, and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making the initial determinations.

Net interest income after the provision for loan losses for the three months ended September 30, 2006, was $1,543,000, compared with $1,593,000 in the same period last year. Net interest income after the provision for loan losses for the nine months ended September 30, 2006, was $4,546,000 compared with $4,697,000 in the same period last year.

Non-interest income, which includes fees and service charges, income from real estate operations, the sale of loans, bank owned life insurance and other income, decreased $23,000 in the three-month period ended September 30, 2006, as compared to the three-month period ended September 30, 2005.This decrease was due primarily to a decrease in the gain on sale of loans held for sale of $39,000 a decrease in fees and service charges on deposit accounts of $13,000, a decrease in fees and service charges on loans of $33,000 and a decrease in service fee income of $4,000. These decreases were offset by an increase BOLI income of $5,000 and an increase in the gain of real estate owned of $61,000. Non-interest income decreased $8,000 for the nine-month period ended September 30, 2006, as compared to the nine-month period ended September 30, 2005.This decrease was due primarily to a decrease in the gain on sale of loans held for sale of $39,000, a decrease in fees and service charges on deposit accounts of $7,000, a decrease in fees and service charges on loans of $29,000, a decrease in service fee income of $14,000. These decreases were offset by an increase BOLI income of $14,000 and an increase in the gain of real estate owned of $48,000 and an increase in all other non-interest income of $19,000. Included in the gain on sale of real estate owned during the nine months ended September 30, 2006 was a gain of $86,000 on the sale of investment property that has a cost basis of $1.00.

Non-interest expense increased $138,000 in the three-month period ended September 30, 2006, as compared to the corresponding prior year period. This increase was primarily due to an increase in compensation and benefits expense of $131,000, an increase in occupancy of $17,000, an increase in all other non-interest expense of $13,000.

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These increases were offset by a decrease in marketing and professional expense of $23,000. Non-interest expense increased $146,000 in the nine-month period ended September 30, 2006 as compared to the corresponding prior year period. This increase was primarily due to an increase in compensation and benefits of $152,000, an increase in occupancy expense of $26,000. These increases were offset by a decrease in marketing and professional expense of $22,000 and a decrease in all other non-interest expense of $10,000.

Asset/Liability Management: The modeling techniques used by the Company simulate net interest income and impact on fair values under various rate scenarios. Important elements of these techniques include the mix of floating versus fixed rate assets and liabilities, and the scheduled, as well as expected, repricing and maturing volumes and rates of the existing balance sheet. Under a scenario simulating a hypothetical 50, 100 and 200 basis point rate increase applied to all interest-earning assets and interest-bearing liabilities, the Company would expect net losses in fair value of the equity in the underlying instruments of approximately ($509,000), ($885,000) and ($1,756,000) respectively.Under a scenario simulating a hypothetical 50, 100 and 200 basis point rate decrease, the Company would expect net changes in projected net income for the first year of approximately $611,000, $1,111,000 and $1,404,000 respectively. This hypothetical is not a precise indicator of future events. Instead, it is a reasonable estimate of the results anticipated if the assumptions used in the modeling techniques were to occur.

The rate environment is a function of the monetary policy of the Federal Reserve Board (“FRB”). The principal tools of the FRB for implementing monetary policy are open market operations, or the purchases and sales of U.S. Treasury and federal agency securities. The FRB’s objective for open market operations has varied over the years, but the focus has gradually shifted toward attaining a specified level of the federal funds rate to achieve the long-run goals of price stability and sustainable economic growth. The federal funds rate is the basis for overnight funding and drives the short end of the yield curve. Longer maturities are influenced by FRB purchases and sales and also expectations of monetary policy going forward. The FRB began to increase the targeted level for the federal funds rate in June 2004 after reaching an all-time low of 1.00% in mid-2003. The targeted fed funds rate increased at each Federal Open Market Committee meeting by 25 basis points and ended September 30, 2006 at 5.25%.Each FRB rate increase becomes more challenging to offset. The ability to delay deposit rate increases and less aggressive repricing of the maturing certificate of deposit portfolio has allowed the Company to offset the negative impact of recent FRB rate movements. The continued flattening of the yield curve has exerted downward pressure on the net interest margin and net interest income. The Company is most impacted at this time by the increase in short term interest rates which continues to put upward pressure on transaction deposit rates and short term borrowings from the Federal Home Loan Bank (FHLB”) of Atlanta. Under traditional measures of interest rate gap positions, the Company believes that it is moderately liability sensitive in the short-term. Changes in interest rates can affect loans and other interest-earning assets, including the Bank’s investment portfolio. A significant change in interest rates could have a negative impact on the Company’s operating income and portfolio market value.

Stock Repurchases:The following table details the purchases under the Company’s stock repurchase program during the six months ended September 30, 2006.

	Total				Total Number of		Maximum Number
	Number		Average Price		Shares Purchased		of Shares that May
	of Shares		Paid per		As Part of Publicly		Yet Be Purchased
Period	Purchased		Share		Announced Programs		Under the Programs
January 1-31, 2006		0	$	0		0		63,936
February 1-28, 2006		0		0		0		0
March 1-31, 2006		0		0		0		0
April 1-30, 2006		58,800		14.87		58,800		5,136
May 1-31, 2006		4,300		14.72		4,300		74,736
June 1-30, 2006		0		0		0		0
July 1-31, 2006		0		0		0		0
August 1-31,2006		58,040		14.81		58,040		16,696
September 1-30, 2006		0		0		0		16,696
Total		121,140	$	14.83		121,140		16,696

On June 28, 2006, the Company announced a supplemental stock repurchase program to acquire an additional 5% of the Company’s outstanding shares outstanding upon completion of its current repurchase program, or 73,900

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shares. The stock repurchase program is intended to improve liquidity in the market for the common stock, to increase per share earnings and book value, and to provide a higher rate of return for the Company’s funds. As of September 30, 2006 the Company had repurchased 58,040 shares at an average price of $14.81 per share under the supplemental stock repurchase program. The Company may consider additional repurchase programs in the future.

Capital Resources:Historically, funds provided by operations, mortgage loan principal repayments, deposits and short-term borrowings have been the Bank’s principal sources of funds. In addition, the Bank has the ability to obtain funds through the sale of mortgage loans, through borrowings from the FHLB of Atlanta and other borrowing sources. At September 30, 2006, the Bank’s total loan commitments, including construction loans in process, unused lines of credit and letter of credits, were approximately $38.0 million. Management believes that the Bank’s liquidity and other sources of funds are sufficient to fund all commitments outstanding and other cash needs. The Company and the Bank are required to maintain certain levels of regulatory capital. At September 30, the Company and the Bank exceeded all regulatory capital requirements.

Asset Quality Ratios:

	September 30,			December 31,
	2006			2005
Nonperforming loans as a percent of total loans		0.17	%		0.22	%
Nonperforming assets as a percent of total assets		0.22	%		0.28	%
Allowance for loan losses as a percent of total loans		1.34	%		1.28	%
Allowance for loan losses as a percent of nonperforming loans		767.53	%		586.02	%

New Branch Office: In recent years, the Company has expanded its operations in the Birmingham, Alabama metropolitan area. A new full-service branch office in Gardendale, Alabama was opened on August 7, 2006. Additional annual expenses associated with the new branch and additional commercial lending personnel were approximately $170,000 in the nine months ended September 30, 2006. The Company currently intends to expand further in the Birmingham market and other market areas as appropriate opportunities become available.

Item 3. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2006. Based upon that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures, as designed and implemented, are effective in alerting him in a timely manner to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

There has been no change in the Company’s internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosures. Disclosure controls include internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported.

Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls’ cost

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relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

Pursuant to Section 404 of the Sarbanes-Oxley Act, the Company will be required under rules adopted by the SEC to include in its annual reports a report by management on the Company’s internal control over financial reporting and an accompanying auditor’s report. In March 2005, the SEC extended the Section 404 compliance date for the Company and other non-accelerated filers. Under the extension, the Company must begin to comply with these requirements for its fiscal year ending December 31, 2007. The Company expects that Section 404 compliance will significantly increase its regulatory compliance costs.

PART II – OTHER INFORMATION

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

Information regarding the Company’s purchases of equity is described on page13 under Item 2. “Management’s Discussion and Analysis or Plan or Operation.”

ITEM 6. Exhibits

Exhibit 31.1- Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PINNACLE BANCSHARES, INC
DATE:November 14, 2006	BY:	/s/ Robert B. Nolen Jr.
		Robert B. Nolen, Jr.
		President and Chief
		Executive Officer
		(Principal Executive Officer and
		Principal Financial Officer)
		/s/ Marie Guthrie
		Marie Guthrie
		Treasurer
		(Principal Accounting Officer)

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