MembershipAdappt, IncAdvanced Carbon TechnologiesInc.Advanced Ind’l Piping Inc.AFTECHAll Star DistributingAluminum Building ProductsAMTRAKArkemaArro ConsultingAssociated Wholesalers IncA Treat Bottling Co.AW GoldenAW Styer Photography

Baltimore Life/Life of MDBarbett Industries, IncBCTGM UnionBell Tower Salon - MediSpa -StoreBerks County Assoc for HearingImpairedBerks County CIL dba/AIMBerks Credit & CollectionsBerks County Medical SocietyBerks County Prison SocietyBerks County Senior CitizensCouncilBerks Home CareBerks Packing CoBerks Products CorpBerks Visiting Nurses AssocBerkshire Insulation CompanyBerkshire Podiatry Center LtdB&G Glass ServiceBlazing TechnologiesBNB Mechanical IncBollag InternationalBrenntagBurnish Advertising Studios

Cardiology Assoc of WestReadingChef Alan's American BistroChima IncChiyoda America IncCity of ReadingComcast Cable (Reading)Commonwealth OrthopedicCommunity Physical TherapyCONRAILConrail Direct IncCopy Systems IncCouncil on Chemical AbuseCOCACSX Railroad

Dan Phelps GMC Trucks Inc

Dick Horrigan - BMWDiesel Services IncDolan Construction IncDSM Engineering

Eagle Brass CompanyEagle Distributing CompanyEbersole-Kohl-Zerby AssocE-Cycle IncEgan SignEG SmithEJ Brenneman Inc/EJB Paving& MaterialsElectronic Connectors IncElite Sportswear LtdEmpire Services IncEntech Engineering IncErnie's Garage

Fidelity Technologies CorpFire&RescueExplorer Post#290Fleetwood Industries

Geiger BeveragesGlen Gery CorpGoodman VendingGotwals BrothersGraffius Tiny Treasures NurserySchoolGraphite Machining, Inc.Greater Berks Food BankGreen Valley NurseryGriwold Special CareGST AutoLeather

Hale ManufacturingHampton Inn Har-Jan Mechanical IncHome Health CareManagement

Industrial PlywoodInn at Reading

Jacobson & AssociatesJimmie Kramer’s Peanut BarJP Linette Inc

Key PrintingKulp Family Chiropractic Clinic

Laborers' District Councl Heavy& Highway Lancaster Beverages/All StarDistributingLDC Building & Construction Lentz MillingLGL Cable Co Inc

Lincoln ChemicalsLocal #126Local #429 TeamstersLocal #481 and #289 BCTWIULocal #743 IBEWLongo Toyota/Penske

Maxwell ResourcesMerchants Dispatch MGP IncMidGaard Advertising AgencyMifflin CenterMiller-Keystone Blood CenterMJ Reider AssocMorgan Brothers Tree Service

Nells Shurfine (AWI) New Jersey Transit Norfolk Southern North Penn FenceNovacomNurses Available Inc

Offset ImpressionsO-Z Gedney

Paragon Optical Company IncPB&NE RailroadPennsylvania Truck Center IncPenske CorporationPenske Truck LeasingPersonacare of WyomissingPhillips Van HeusenPower PackagingPremium Beverage PackersProcess Recovery CorpP-Wave Inc.

Quadrant EPP Inc.Radio MaintenanceRajah Shrine ComplexReading Bakery SystemsReading Berks Chapter Guild ofCraftsmenReading Metro TaxiReading Pediatrics IncReading Plastic FabricatorsReading Post OfficeRecycling Works Inc(Clement’sWaste) Reitech CorpRemcon Plastics IncRenbow InternationalRichard M Kline & Son, IncRiveredge IncRobesonia Flowers & GiftsRohm & Haas RPA Associates Inc

RS Richert & SonsRTC Direct MailingRW Eaken Inc

Saint Joseph’s Medical CenterSaint Joseph VillaSantilli Oil CompanySavage Sales & ServiceSDR Mechanical IncSealed Air CorpSecure A HomeSEPTASheraton Berkshire HotelSir SpeedySlovak Catholic Sokol AssocSnap On Tools CorpSpanish Speaking Council ofRdg & BerksSparkle's Cleaning ServiceSpotts, Stevens and McCoy IncSpruce Manor Nursing & RehabSRG Auto SupplyStauffer Biscuit Company Inc.Strohmann/Maires SunSweet Growers IncSupervalue IncSurety Administrators IncSurgical Specialties Corp

Ted and Carl Caterers, IncThe Hair ConnectionThe Villa of St. ElizabethThird Ward Democratic ClubTownship of CumruTrooper Thorn’s IrishBeefhouse

UAI GroupUnited Corrstak IncUnited Knitting Machine Co

Valley Forge Flag CompanyVision Mechanical, Inc.

Western Berks AmbulanceAssocWhite Brothers Construction,IncWH Schlegel IncWindsor Service IncWolfe Roofing & SheetmetalWomelsdorf Fire Company

YMCA PhiladelphiaYorkshire Americas

Field of

Board of DirectorsJohn W. Kline

Chairman

Lynden E. MillerVice Chairman

Michael J. PantaleoTreasurer

Larry C. MengelSecretary

Roy TowlesDirector

John L. BernheiserDirector

Janice M. WarnquistDirector

Ginger ThomasDirector

Timothy MurrayDirector

A message from the

2006 was a very good year for Riverfront. Ourfinancial position remains strong and we haveenhanced our capital position which allows us tocontinue to grow the credit union. A good capitalposition also gives us the ability to provide addi-tional products and services that add value toyour credit union membership. One of theBoards strategic initiatives is to expand our fieldof membership to allow all those who desire analternative to their present financial institutionalprovider to become a member of Riverfront andreap the benefits of excellent member service,competitive saving and loan rates and a varietyof good products and services that meet theneeds of any age group.

At Riverfront, we not only measure our successwith our balance sheet but also in our ability todeliver value to our members and to give back toour communities. As in past years we remaincommitted to financial literacy programs. Wecontinue to promote and expand our 'Save atSchool' program and the teaching of young chil-dren about simple finances. We recently part-nered with the Pennsylvania Credit UnionAssociation and the Pennsylvania Treasury andBanking Departments in the 'Better ChoiceProgram'. This initiative is designed to transitionpeople away from Payday Lenders who exploittheir needs with high financed loans. The 'BetterChoice Program' allows for a short term loan andincludes a mandatory savings program. Ouremployees also continue to make a difference inour communities, as representatives ofRiverfront, they participate in many charitableand fundraising events with their energies andtime. The Board of Directors additionally com-mits to these events and participates in otherworthy campaigns.

As the financial industry becomesmore challenging with each passingyear, this year was no exception.Many hours were spent on newlyrequired regulations that had to beinstituted and our management teammet the challenge by the mandateddates. The Bank Secrecy Act (BSA)is an example of one such mandatethat required us to initiate certainsafeguards to prevent criminals fromusing the credit union as a tool toconduct illegal activities such as terrorist financ-ing, money laundering, etc. Another was theinstallation of Multifactor Authentication (MFA) toour home banking service; this requirement nowadds another level of security to the user thrustrong identity verification.

Next year we will celebrate our 60th anniversaryas a credit union and as we approach this mile-stone we are proud of the credit union we havebecome over the years and are excited with whatthe future may bring.

The credit union industry core philosophy hasbeen to help people of modest means thus theadopted slogan of "people helping people". Theindustry's new slogan is to "Look out for the LittleGuy"; our pledge to you is to always look out foryour best interests in all our decisions, to remaincommitted to excellence and provide the bestproducts and services that help meet the needsof our people.

John W. KlineChairman of the Board

Chairman of the Board

2006 2005

ASSETSLoans to members, net $ 49,794,306 $ 46,719,590

Cash and cash equivalents 4,936,463 8,441,108

Interest bearing accounts 12,151,853 13,786,157

Securities available for sale 49,075,211 49,030,273

Accrued interest receivable 718,654 588,986

Property and equipment, net 947,138 965,758

NCUSIF deposit 1,037,098 1,012,794

Prepaid expenses and other assets 283,452 439,614

$ 118,944,175 $ 120,984,280

LIABILITIES AND MEMBERS’ EQUITY

LiabilitiesMembers’ shares & savings accounts 103,117,488 106,730,307Accounts payable & accrued expenses 454,286 532,622

Total liabilities 103,571,774 107,262,929

Commitments and contingencies - -

Members’ equity 15,372,401 13,721,351

$ 118,944,175 $ 120,984,280

Statements of Financial Condition

December 31, 2006 and 2005

Credit Unions have always played a crucial role in thefinancial services industry. Their role, in many respects,can be viewed as a counterbalance to the commercialbanks, whose primary focus is to enhance shareholdervalue. The credit union business model is customer-driv-en and our collective mission is to incrementally enhancethe value proposition that we offer to our members overtime.

Riverfront continues to grow profitably in a verychallenging environment that becomes more competitivewith each passing day. Our financial performance for2006 and our financial condition, as measured byindustry accepted standards, are excellent. The resultsof operations for many financial institutions declinedagain last year due in part to the effect of declininginterest margins and competitive pressures within thefinancial services industry.

We are audited each year by an independent publicaccounting firm with a strong credit union practice andare generally examined annually by our federal regulator,the National Credit Union Administration, as well. Bothof these engagements went well and there were noadjustments proposed to our internal financial statementsby either party.

Our information systems, especially those that are“exposed” to the Internet, are also subjected to“penetration” testing each year to help ensure that ourcritical systems and your personal data are notcompromised.

During 2006, significant security enhancements weremade to our online “banking” platform and the “neuralnetwork” that “monitors” your debit and credit cardtransactions to make them even more robust. Theseenhancements are part of our ongoing internal lossmitigation processes. Plastic card fraud and data basecompromises continue to be among the more significantchallenges facing our industry.

We opened our third branch in theKmart Shopping Plaza in Shillingtonduring February 2006. The locationhas been well received by ourmembership and a drive-up ATM willbe installed there shortly. We alsointroduced the “Better ChoiceProgram” recently, which provides acost effective alternative to thegrowing “Pay Day Lending” industryin Pennsylvania. This program wasdeveloped by the Pennsylvania CreditUnion Association in conjunction withthe Pennsylvania Banking andTreasury Departments and theparticipating credit unions.

During the current fiscal year, we intend to introduce a20-year home equity loan product and begin to makeautomobile and home owner’s insurance available to ourmembers through a relationship with a third party.

Our Board of Directors, management team, and theassociates who work at the Credit Union are committedto enhancing the value of the services that we offer toyou. I encourage you to use Riverfront for all of yourfinancial service needs. Please let me know if there is aproduct or service that we don’t offer today that youwould like to see us offer in the future.

On behalf of our entire organization, I would like to thankyou for your continued support, which has enabled us tocontinue to grow stronger together!!

Sincerely,

Vincent Paolini, CPAPresident/CEO

A message from the

President/CEOA report from the

Chairman of theSupervisory Committee

The role of the Supervisory Committee is an important one and is similar in many respectsto the role of an internal auditor. We serve to protect the interests of our members. Weassume the responsibility for ensuring that a quality system of checks and balances is main -tained. Our committee consists of five members and two associate members appointedannually by the Board of Directors.

The committee's primary duties and responsibilities include:Ø Engaging an independent auditing firm to complete an annual audit of the credit

union's financial statements and a review of its internal control structure.Ø Monitoring regulatory compliance.Ø Ensuring that the credit union's directors and staff fulfill their fiduciary responsibility.

In 2006 the Supervisory Committee completed the following:Ø Performed surprise cash counts.Ø Reviewed expense accounts and internal controls for disbursements.Ø Reviewed file maintenance and teller short/over reports.Ø Reviewed loan files for compliance with internal and regulatory policies.Ø Verified the accuracy of bank statement reconcilements.Ø Reviewed dormant account activity.

Irwin G. LevanSupervisory Committee Chairperson