Bank of Kentucky Financial 10K 2006 Annual report

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year December 31, 2006

¨	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: 0-25960

THE BANK OF KENTUCKY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Kentucky

61-1256535

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

111 Lookout Farm Drive, Crestview Hills, Kentucky 41017

(Address of principal executive offices) (Zip Code)

Issuer’s telephone number: (859) 371-2340

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, no par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant has (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. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 (Check one):

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting Common Stock held by non-affiliates of the registrant as of June 30, 2006 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $89,000,000.

At March 1, 2007 there were 5,788,874 shares of the registrant’s Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement of the registrant filed, or to be filed, with the Securities and Exchange Commission are incorporated by reference into Part III of this Form 10-K.

PART I

Item 1.

Business

General

The Bank of Kentucky Financial Corporation (“BKFC”) is a bank holding company that was incorporated as a Kentucky corporation in 1993 and engaged in no business activities until 1995, when BKFC acquired all of the issued and outstanding shares of common stock of The Bank of Kentucky, Inc. (the “Bank”), a bank incorporated under the laws of the Commonwealth of Kentucky (formerly named “The Bank of Boone County, Inc.”), and Burnett Federal Savings Bank (“Burnett”), a federal savings bank that was later merged into the Bank. BKFC, through the Bank, is engaged in the banking business in Kentucky.

Formed in 1990, the Bank provides a variety of community-oriented consumer and commercial financial services to customers throughout Northern Kentucky. The principal business activity of the Bank consists of accepting consumer and commercial deposits and using such deposits to fund residential and non-residential real estate loans and commercial, consumer, construction and land development loans. The Bank’s primary market area for both loans and deposits includes Boone, Kenton and Campbell counties and parts of Grant and Gallatin counties in Northern Kentucky.

On June 14, 2000, BKFC consummated the acquisition of the Fort Thomas Financial Corporation (“FTFC”) and its wholly owned subsidiary, the Fort Thomas Savings Bank (“FTSB”). FTFC was merged with and into BKFC and FTSB was merged with and into the Bank. Upon consummation of this acquisition, 865,592 shares of BKFC were issued for substantially all of the outstanding shares of FTFC. The combination was accounted for as a pooling of interests and the historical financial position and results of operations of the two companies have been combined for financial reporting purposes.

On November 22, 2002, BKFC consummated the acquisition of certain assets and assumption of certain liabilities of Peoples Bank of Northern Kentucky (“PBNK”). This acquisition was accounted for under the purchase method of accounting and accordingly the tangible and identifiable intangible assets and liabilities of the purchase were recorded at estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The adjustments necessary to record tangible and identifiable intangible assets and liabilities at fair value will be amortized to income and expensed over the estimated remaining lives of the related assets and liabilities.

On January 29, 2007, the Company announced that it had executed a definitive merger agreement to acquire FNB Bancorporation, Inc. (“FNB”) and its subsidiary, First Bank of Northern Kentucky, Inc. (“First Bank”), pursuant to which First Bank will be merged with and into the Bank and operate under the Bank’s name. Consideration for this all cash merger transaction is expected to total $22 million. The merger transaction is expected to close in the second quarter of 2007, and is subject to regulatory approvals, the approval of FNB’s shareholders and other customary conditions to closing. As of December 31, 2006 FNB had total assets of approximately $79 million and shareholders’ equity of approximately $12.1 million.

As a bank incorporated under the laws of the Commonwealth of Kentucky, the Bank is subject to regulation, supervision and examination by the Department of Financial Institutions of the Commonwealth of Kentucky (the “Department”). The Bank is also a member of the Federal Home Loan Bank of Cincinnati (the “FHLB”).

Because BKFC’s activities have been limited primarily to holding the shares of common stock of the Bank, the following discussion of operations focuses primarily on the business of the Bank.

Lending Activities

General. As a commercial bank, the Bank offers a wide variety of loans. Among the Bank’s lending activities are the origination of loans secured by first mortgages on nonresidential real estate; loans secured by first mortgages on one- to four-family residences; commercial loans secured by various assets of the borrower; unsecured consumer loans and consumer loans secured by automobiles, boats and recreational vehicles; and construction and land development loans secured by mortgages on the underlying property.

The following table sets forth the composition of the Bank’s loan portfolio by type of loan at the dates indicated:


	As of December 31,
	2006				2005				2004				2003				2002
	Amount		%		Amount		%		Amount		%		Amount		%		Amount		%
	(Dollars in thousands)
Type of Loan:
Nonresidential real estate loans	$	359,943	44.2	%	$	295,326	40.4	%	$	290,684	40.3	%	$	249,683	37.8	%	$	216,579	35.6	%

Residential real estate loans		181,534	22.3			183,644	25.1			188,140	26.1			175,492	26.5			176,546	29.1
Commercial loans		151,213	18.6			136,693	18.7			130,760	18.2			130,022	19.7			119,446	19.7
Consumer loans		19,260	2.3			20,046	2.7			20,606	2.9			19,367	2.9			19,258	3.2
Construction and land development loans		95,812	11.8			89,847	12.3			84,690	11.8			82,356	12.5			72,522	11.9
Municipal obligations		6,970	0.8			6,171	0.8			5,074	0.7			4,183	0.6			3,013	0.5

Total loans	$	814,732	100.0	%	$	731,727	100.0	%	$	719,954	100.0	%	$	661,103	100.0	%	$	607,364	100.0	%

Less:
Deferred loan fees		631				668				797				661				549
Allowance for loan losses		6,918				7,581				7,214				6,855				6,408

Net loans	$	807,183			$	723,478			$	711,943			$	653,587			$	600,407

Loan Maturity Schedule. The following table sets forth certain information, as of December 31, 2006, regarding the dollar amount of loans maturing in the Bank’s portfolio based on their contractual terms to maturity and the dollar amount of such loans that have fixed or variable rates within certain maturity ranges ending after 2006:


	Due within one year		Due after 1 year to 5 years		Due after 5 years		Total
	(Dollars in thousands)
Commercial loans	$	91,201	$	59,209	$	804	$	151,213
Construction and land development loans		95,812		—		—		95,812

Total	$	187,013	$	59,209	$	804	$	247,025

Interest sensitivity:
With fixed rates			$	24,892	$	234
With variable rates				34,317		570

Total			$	59,209	$	804

Nonresidential Real Estate Loans. The Bank makes loans secured by first mortgages on nonresidential real estate, including retail stores, office buildings, warehouses, apartment buildings and recreational facilities. Such mortgage loans generally have terms to maturity of between 10 and 20 years and are made with adjustable interest rates (“ARMs”). Interest rates on the ARMs adjust every one, three or five years based upon the interest rates of the applicable one, three or five year U.S. Treasury security then offered. Such loans typically have adjustment period caps of 2% and lifetime caps of 6%.

The Bank limits the amount of each loan in relationship to the appraised value of the real estate and improvements at the time of origination of a nonresidential real estate loan. In accordance with regulations, the maximum loan-to-value ratio (the “LTV”) on nonresidential real estate loans made by the Bank is 80%, subject to certain exceptions.

Nonresidential real estate lending is generally considered to involve a higher degree of risk than residential lending. Such risk is due primarily to the dependence of the borrower on the cash flow from the property to service the loan. If the cash flow from the property is reduced due to a downturn in the economy, for example, or due to any other reason the borrower’s ability to repay the loan may be impaired. To reduce such risk, the decision to underwrite a nonresidential real estate loan is based primarily on the quality and characteristics of the income stream generated by the property and/or the business of the borrower. In addition, the Bank generally obtains the personal guarantees of one or more of the principals of the borrower and carefully evaluates the location of the real estate, the quality of the management operating the property, the debt service ratio and appraisals supporting the property’s valuation.

At December 31, 2006, the Bank had a total of $360 million invested in nonresidential real estate loans, the vast majority of which were secured by property located in the Northern Kentucky metropolitan area. Such loans comprised approximately 44% of the Bank’s total loans at such date, $589,000 of which were nonperforming.

Residential Real Estate Loans. The Bank originates permanent conventional loans secured by first mortgages on single-family and multi-family residential properties located in the Northern Kentucky area. The Bank also originates a limited amount of loans for the construction of residential properties and home equity loans secured by second mortgages on residential real estate. Each of such loans is secured by a mortgage on the underlying real estate and improvements thereon, if any.

The residential real estate loans originated for the Bank’s portfolio are either one- or three-year ARMs. Such loans typically have adjustment period caps of 2% and lifetime caps of 6%. The maximum amortization period of such loans is 30 years. The Bank does not engage in the practice of deeply discounting the initial rates on such loans, nor does the Bank engage in the practice of putting payment caps on loans that could lead to negative amortization. Historically, the Bank has not made fixed-rate residential mortgage loans for its portfolio. In order to meet consumer demand for fixed-rate loans, however, the Bank has originated loans for other lenders willing to accept the interest rate and credit risk.

The Bank requires private mortgage insurance for the amount of any such loan with an LTV in excess of 90%.

The aggregate amount of the Bank’s residential real estate loans equaled approximately $182 million at December 31, 2006, and represented 22% of total loans at such date. At December 31, 2006, the Bank had $2,429,000 of non-performing loans of this type.

Loans held for sale. The Bank originates residential real estate loans to be sold, service released, subject to commitment to purchase in the secondary market. These loans are fixed rate with terms ranging from fifteen to thirty years. At December 31, 2006 these loans totaled $4,009,000.

Commercial Loans. The Bank offers commercial loans to individuals and businesses located throughout Northern Kentucky and the metropolitan area. The typical commercial borrower is a small to mid-sized company with annual sales under $10 million. The majority of commercial loans are made with adjustable rates of interest tied to the Bank’s prime interest rate. Commercial loans typically have terms of one to five years. Commercial lending entails significant risks. Such loans are subject to greater risk of default during periods of adverse economic conditions. Because such loans are secured by equipment, inventory, accounts receivable and other non-real estate assets, the collateral may not be sufficient to ensure full payment of the loan in the event of a default. To reduce such risk, the Bank generally obtains personal guarantees from one or more of the principals backing the borrower. At December 31, 2006, the Bank had $151 million, or 19% of total loans, invested in commercial loans, $1,315,000 of which was non-performing.

Consumer Loans. The Bank makes a variety of consumer loans, including automobile loans, recreational vehicle loans and personal loans. Such loans generally have fixed rates with terms from three to five years. Consumer loans involve a higher risk of default than residential real estate loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets, such as automobiles. Repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation, and the remaining deficiency may not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections depend on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, illness or personal bankruptcy. Various federal and state laws, including federal and state bankruptcy and insolvency laws, may also limit the amount that can be recovered on such loans. At December 31, 2006, the Bank had $19 million, or 2% of total loans, invested in consumer loans, $39,000 of which was non-performing.

Construction and Land Development Loans. The Bank makes loans for the construction of residential and nonresidential real estate and land development purposes. Most of these loans are structured with adjustable rates of interest tied to changes in the Bank’s prime interest rate for the period of construction. A general contractor makes many of the construction loans originated by the Bank to owner-occupants for the construction of single-family homes. Other loans are made to builders and developers for various projects, including the construction of homes and other buildings that have not been pre-sold and the preparation of land for site and project development.

Construction and land development loans involve greater underwriting and default risks than do loans secured by mortgages on improved and developing properties, due to the effects of general economic conditions on real estate developments, developers, managers and builders. In addition, such loans are more difficult to evaluate and monitor. Loan funds are advanced upon the security of the project under construction, which is more difficult to value before the completion of construction. Moreover, because of the uncertainties inherent in estimating construction costs, it is relatively difficult to evaluate accurately the LTVs and the total loan funds required to complete a project. In the event a default on a construction or land development loan occurs and foreclosure follows, the Bank must take control of the project and attempt either to arrange for completion of construction or to dispose of the unfinished project. At December 31, 2006, a total of $96 million, or approximately 12% of the Bank’s total loans, consisted of construction and land development loans, $601,000 of which were non-performing.

Municipal Obligations. The Bank makes loans to various Kentucky municipalities for various purposes, including the construction of municipal buildings and equipment purchases. Loans made to municipalities are usually secured by mortgages on the properties financed or by a lien on equipment purchased or by the general taxing authority of the municipality and provide certain tax benefits for the Bank. At December 31, 2006, the Bank had $7 million, or 0.8% of total loans, invested in municipal obligation loans, none of which were non-performing.

Loan Solicitation and Processing. The Bank’s loan originations are developed from a number of sources, including continuing business with depositors, borrowers and real estate developers, periodic newspaper and radio advertisements, solicitations by the Bank’s lending staff, walk-in customers, director referrals and an officer call program. For nonresidential real estate loans, the Bank obtains information with respect to the credit and business history of the borrower and prior projects completed by the borrower. Personal guarantees of one or more principals of the borrower are generally obtained. An environmental study of such real estate is normally conducted. Upon the completion of the appraisal

of the nonresidential real estate and the receipt of information on the borrower, the loan application is submitted to the Bank’s Loan Committee for approval or rejection. If, however, the loan relationship is in excess of $1.5 million, the loan will be submitted to the Bank’s Executive Committee for approval or rejection.

In connection with residential real estate loans, the Bank obtains a credit report, verification of employment and other documentation concerning the creditworthiness of the borrower. An appraisal of the fair market value of the real estate on which the Bank will be granted a mortgage to secure the loan is prepared by an independent fee appraiser approved by the Bank’s Board of Directors. An environmental study of such real estate is conducted only if the appraiser has reason to believe that an environmental problem may exist.

When a residential real estate loan application is approved, title insurance is obtained in respect of the real estate, which will secure the loan. When a nonresidential real estate loan application is approved, title insurance is customarily obtained on the title to the real estate, which will secure the mortgage loan. All borrowers are required to carry satisfactory fire and casualty insurance and flood insurance, if applicable, and to name the Bank as an insured mortgagee.

Commercial loans are underwritten primarily on the basis of the stability of the income generated by the business and/or property. For most commercial loans, however, the personal guarantees of one or more principals of the borrowers are generally obtained. Consumer loans are underwritten on the basis of the borrower’s credit history and an analysis of the borrower’s income and expenses, ability to repay the loan and the value of the collateral, if any. The procedure for approval of construction loans is the same as for permanent mortgage loans, except that an appraiser evaluates the building plans, construction specifications and estimates of construction costs. The Bank also evaluates the feasibility of the proposed construction project and the experience and record of the builder.

Loan Origination and Other Fees. The Bank realizes loan origination fees and other fee income from its lending activities and also realizes income from late payment charges, application fees, and fees for other miscellaneous services. Loan origination fees and other fees are a volatile source of income, varying with the volume of lending, loan repayments and general economic conditions. Nonrefundable loan origination fees and certain direct loan origination costs are deferred and recognized as an adjustment to yield over the life of the related loan.

Delinquent Loans, Non-performing Assets and Classified Assets. When a borrower fails to make a required payment on a loan, the Bank attempts to cause the deficiency to be cured by contacting the borrower. In most cases, deficiencies are cured promptly as a result of these collection efforts.

Loans that are 90 days past due and are not well secured and in the process of collection will be placed on non-accrual status. Under-collateralized loans that are 90 days past due will be fully or partially charged-off. The amount charged-off will be charged against the loan loss allowance.

The Bank has developed a risk-rating system to quantify commercial loan quality. The system assigns a risk rating from 1 to 9 for each loan. Classified commercial loans are those with risk ratings of 7 or higher. Each loan rating is determined by analyzing the borrowers’ management, financial ability, sales trends, operating results, financial conditions, asset protection, contingencies, payment history, financial flexibility, credit enhancements and other relevant factors. Loans that fall into the classified categories are monitored on a regular basis and proper action is taken to minimize the Bank’s exposure. Losses or partial losses will be taken when they are recognized.

The Bank’s risk rating system is similar to that used by regulatory agencies. Problem assets are classified as “substandard” (risk rating 7), “doubtful” (risk rating 8) or “loss” (risk rating 9). “Substandard” assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. “Doubtful” assets have the same weaknesses as “substandard” assets, with the additional characteristics that (i) the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable and (ii) there is a high possibility of loss. An asset classified “loss” is considered uncollectable and of such little value that its continuance as an asset of the institution is not warranted. The regulations also contain a “special mention” category, consisting of assets which do not currently expose an institution to a sufficient degree of risk to warrant classification but which possess credit deficiencies or potential weaknesses deserving management’s close attention.

Generally, the Bank classifies as “substandard” all commercial loans that are delinquent more than 60 days, unless management believes the delinquency status is short-term due to unusual circumstances. Loans delinquent fewer than 60 days may also be classified if the loans have the characteristics described above rendering classification appropriate.

The aggregate amounts of the Bank’s classified assets at December 31, 2006, were as follows:


	(In thousands)
Substandard (risk rating 7)	$	12,370
Doubtful (risk rating 8)		1,519
Loss (risk rating 9)		0

Total classified assets	$	13,889

The following table reflects the amount of loans in delinquent status as of December 31, 2006:


	(In thousands)
Loans delinquent
30 to 59 days	$	12,340
60 to 89 days		2,102
90 or more days		2,068

Total delinquent loans	$	16,510

Ratio of total delinquent loans to total loans		2.03	%

The following table sets forth information with respect to the Bank’s nonperforming assets for the periods indicated. During the periods shown, the Bank had no restructured loans within the meaning of FAS No. 15. In addition, the Bank evaluates loans to identify those that are “impaired.” Impaired loans are those for which management has determined that it is probable that the customer will be unable to comply with the contractual terms of the loan. Loans so identified are reduced to the present value of expected future cash flows, or to the fair value of the collateral securing the loan, by the allocation of a portion of the allowance for loan losses to the loan. As of December 31, 2006, the Bank had designated $6.1 million as impaired loans, a portion of these loans are included in the non-accrual and 90 days past due totals below. Management evaluates for impairment all loans selected for specific review during the quarterly allowance analysis. Generally, that analysis will not address smaller balance consumer credits.


	At December 31,
	2006			2005			2004			2003			2002
	(Dollars in thousands)
Loans accounted for on a non-accrual basis:⁽¹⁾
Real estate:
Nonresidential	$	318		$	2,996		$	1,319		$	489		$	0
Residential		1,630			95			941			181			318
Construction		601			941			217			174			248
Commercial		356			2,664			1,010			622			365
Consumer and other		0			0			0			0			0

Total		2,905			6,696			3,487			1,466			931

Accruing loans which are contractually past due 90 days or more:
Real estate:
Nonresidential	$	271		$	67		$	361		$	800		$	358
Residential		799			1,225			1,115			843			2,292
Construction		0			114			0			0			324
Commercial		959			850			113			310			158
Consumer and other loans		39			93			69			54			109

Total	$	2,068			2,349			1,658			2,007			3,241

Total of non-accrual and 90 days past due loans	$	4,973		$	9,045		$	5,145		$	3,473		$	4,172

Percentage of total loans		0.61	%		1.24	%		.72	%		.53	%		.69	%

Other nonperforming assets⁽²⁾	$	2,981		$	5,063		$	1,434		$	1,239		$	1,754

(1)

Non-accrual status denotes loans on which, in the opinion of management, the collection of additional interest is unlikely, or loans that meet non-accrual criteria as established by regulatory authorities. Payments received on a non-accrual loan are either applied to the outstanding principal balance or recorded as interest income, depending on management’s assessment of the collectibility of the loan.

(2)	Consists of real estate acquired through foreclosure, which is carried at the lower of cost (fair value at disclosure) or fair value less estimated selling expenses.

Allowance for Loan Losses. While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments, and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination. At December 31, 2006, the Bank’s allowance for loan losses totaled $6.9 million.

On at least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared and reviewed by management and the Bank’s Board of Directors. This analysis serves as a point in time assessment of the level of the allowance and serves as a basis for provisions for loan losses. The loan quality monitoring process includes assigning loan grades and the use of a watch list to identify loans of concern.

The analysis of the allowance for loan losses includes the allocation of specific amounts of the allowance to individual problem loans, generally based on an analysis of the collateral securing those loans. Portions of the allowance are also allocated to loans based on their risk rating. These components are added together and compared to the balance of our allowance at the evaluation date.

The following table sets forth an analysis of the Bank’s allowance for loan losses for the periods indicated:


	Year ended at December 31,
	2006			2005			2004			2003			2002
	(Dollars in thousands)
Balance of allowance at beginning of period	$	7,581		$	7,214		$	6,855		$	6,408		$	4,244
Recoveries of loans previously charged off:
Commercial loans		41			67			8			5			10
Consumer loans		40			11			2			26			9
Mortgage loans		0			0			0			1			6

Total recoveries		81			78			10			32			25

Loans charged off:
Commercial loans		2,208			1,127		��	936			335			152
Consumer loans		185			277			360			226			211
Mortgage loans		51			132			30			114			115

Total charge-offs		2,444			1,536			1,326			675			478

Net charge-offs		(2,363	)		(1,458	)		(1,316	)		(643	)		(453	)
Provision for loan losses		1,700			1,825			1,675			1,090			1,235
Merger adjustment		0			0			0			0			1,382

Balance of allowance at end of period	$	6,918		$	7,581		$	7,214		$	6,855		$	6,408

Net charge-offs to average loans outstanding for period		.30	%		.20	%		.19	%		.10	%		.10	%

Allowance at end of period to loans at end of period		.85	%		1.04	%		1.00	%		1.04	%		1.06	%

Allowance to nonperforming loans at end of period		139.11	%		83.81	%		140.21	%		197.38	%		153.60	%

The following table provides an allocation of the Bank’s allowance for loan losses as of each of the following dates:


	At December 31,
	2006		2005		2004		2003		2002
	(Dollars in thousands)
Loan type
Commercial	$	3,360	$	3,827	$	3,537	$	3,369	$	3,139
Real estate		2,520		2,571		2,528		2,499		2,433
Consumer, CRA and credit cards		1,038		1,183		1,149		987		836

Total allowance for loan losses	$	6,918	$	7,581	$	7,214	$	6,855	$	6,408

The Bank decreased its allowance for loan losses from $7.6 million at December 31, 2005, to $6.9 million at December 31, 2006, due primarily to the amount of the allowance allocated to impaired loans. Because the loan loss allowance is based on estimates, it is monitored on an ongoing basis and adjusted as necessary to provide an adequate allowance. For further discussion on the allowance for loan losses see the Management Discussion and Analysis section of this form 10-K.

Investment Activities

The investment policy of the Bank is both to manage the utilization of excess funds and to provide for liquidity needs of the Bank as loan demand and daily operations dictate. The Bank’s federal income tax position is a consideration in its investment decisions. Investments in tax-exempt securities with maturities of less than 10 years are considered when the net yield exceeds that of taxable securities and the Bank’s effective tax rate warrants such investments.

The following table sets forth the composition of the Bank’s securities portfolio, at the dates indicated:


	At December 31,
	2006				2005				2004
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(Dollars in thousands)
Held-to-maturity securities:

U.S. Government agency obligations		0		0		0		0		0		0
Municipal and other obligations		12,028		11,815		14,823		14,551		12,062		12,129

Total held-to-maturity securities	$	12,028	$	11,815	$	14,823	$	14,551	$	12,062	$	12,129

Available-for-sale securities:

U.S.Treasury		14,995		14,996		0		0		0		0
U.S. Government agency obligations		90,958		90,575		78,931		78,147		50,903		50,749
Corporate obligations		1,355		1,355		1,405		1,405		1,455		1,455

Total available-for-sale securities	$	107,308	$	106,926	$	80,336	$	79,552	$	52,358	$	52,204

The following table sets forth the carrying value of the Bank’s securities portfolio at December 31, 2006 by contractual or expected maturity. Securities with call features are presented at call date if management expects that option to be exercised.


	Maturing within one year			Maturing after one And within five years			Maturing after five and within ten years			Maturing after ten years			Total
	Amortized Cost	Average Yield		Amortized Cost	Average Yield		Amortized Cost	Average Yield		Amortized Cost	Average Yield		Amortized Cost	Average Yield
				(Dollars in thousands)
Held-to-maturity:
Municipal and other obligations (1)	2,352	4.04	%	5,376	4.37	%	4,300	4.63	%	0	0.00	%	12,028	4.40	%

Available for sale:
U.S. Treasury	14,996	4.31	%	0	0.00	%	0	0.00	%	0	0.00	%	14,996	4.31	%
Corporate obligations	0	0.00	%	0	0.00	%	0	0.00	%	1,355	5.39	%	1,355	5.39	%
U.S. Government agency obligations	57,246	4.37	%	29,305	4.89	%	3,562	4.02	%	462	6.16	%	90,575	4.53	%

(1)	Yield stated on a tax-equivalent basis using a 35% effective rate.

Deposits and Borrowings

General.Deposits have traditionally been the primary source of the Bank’s funds for use in lending and other investment activities. In addition to deposits, the Bank derives funds from interest payments and principal repayments on loans and income on earning assets. Loan payments are a relatively stable source of funds, while deposit inflows and outflows fluctuate more in response to economic conditions and interest rates. The Bank has lines of credit established at its major correspondent banks to purchase federal funds to meet liquidity needs. The Bank may also borrow funds from the FHLB in the form of advances.

The Bank also uses retail repurchase agreements as a source of funds. These agreements essentially represent borrowings by the Bank from customers with maturities of three months or less. Certain securities are pledged as collateral for these agreements. At December 31, 2006 the Bank had $15.5 million in retail repurchase agreements.

The Bank also entered into a capital lease obligation for a branch in 1997 with a term of 20 years and a monthly payment of $4,000.

Deposits. Deposits are attracted principally from within the Bank’s designated lending area through the offering of numerous deposit instruments, including regular passbook savings accounts, negotiable order of withdrawal (“NOW”) accounts, money market deposit accounts, term certificate accounts and individual retirement accounts (“IRAs”). Interest rates paid, maturity terms, service fees and withdrawal penalties for the various types of accounts are established periodically by the Bank’s Board of Directors based on the Bank’s liquidity requirements, growth goals and market trends. The Bank may on occasion use brokers to attract deposits. The Bank had $2 million in deposits from outside its market area as of December 31, 2006.

The following table presents the amount of the Bank’s jumbo certificates of deposit with principal balances greater than $100,000 by the time remaining until maturity as of December 31, 2006:


Maturity	At December 31, 2006
	(In thousands)
Three months or less	$	22,305
Over 3 months to 6 months		30,120
Over 6 months to 12 months		35,546
Over 12 months		21,759

Total	$	109,730

Short-Term Borrowings. In addition to repurchase agreements the Bank has agreements with correspondent banks to purchase federal funds on an as needed basis to meet liquidity needs.

The following table sets forth the maximum month end balance amount of the Bank’s outstanding short-term borrowings during the years ended December 31, 2006, 2005 and 2004, along with the average aggregate balances of the Bank’s outstanding short-term borrowings for such periods:


	During year ended December 31,
	2006			2005			2004
	(Dollars in thousands)
Maximum balance at any month-end during the period	$	46,486		$	39,656		$	31,013
Average balance		16,904			9,632			15,985
Weighted average interest rate		4.81	%		2.97	%		1.78	%

The following table sets forth certain information as to short-term borrowings at the dates indicated:


	December 31,
	2006			2005			2004
Short-term borrowings outstanding	$	15,960		$	4,225		$	9,161
Weighted average interest rate		3.96	%		3.21	%		1.78	%

Asset/Liability Management. The Bank’s earnings depend primarily upon its net interest income, which is the difference between its interest income on its interest-earning assets, such as mortgage loans and investment securities, and its interest expense paid on its interest-bearing liabilities, consisting of deposits and borrowings. As market interest rates change, asset yields and liability costs do not change simultaneously. Due to maturity, re-pricing and timing differences of interest-earning assets and interest-bearing liabilities, earnings will be affected differently under various interest rate scenarios. The Bank has sought to limit these net income fluctuations and manage interest rate risk by originating adjustable-rate loans and purchasing relatively short-term and variable-rate investments and securities.

The Bank’s interest rate spread is the principal determinant of the Bank’s net interest income. The interest rate spread can vary considerably over time because asset and liability re-pricing do not coincide. Moreover, the long-term and cumulative effect of interest rate changes can be substantial. Interest rate risk is defined as the sensitivity of an institution’s earnings and net asset values to changes in interest rates.

The ability to maximize net interest income is largely dependent upon sustaining a positive interest rate spread during fluctuations in the prevailing level of interest rates. Interest rate sensitivity is a measure of the difference between amounts of interest-earning assets and interest-bearing liabilities, which either re-price or mature within a given period of time. The difference, or the interest rate re-pricing “gap,” provides an indication of the extent to which a financial institution’s interest rate spread will be affected by changes in interest rates. A positive gap occurs when interest-earning assets exceed interest-bearing liabilities re-pricing during a designated time frame. Conversely, a negative gap occurs when interest-bearing liabilities exceed interest-earning assets re-pricing within a designated time frame. Generally, during a period of rising interest rates, a negative gap would adversely affect net interest income, while a positive gap would result in an increase in net interest income, and during a period of falling interest rates, a negative gap would result in an increase in net interest income, while a positive gap would have the opposite effect.

In recognition of the foregoing factors, the management and the Board of Directors of the Bank have implemented an asset and liability management strategy directed toward maintaining a reasonable degree of interest rate sensitivity. The principal elements of such strategy include: (i) meeting the consumer preference for fixed-rate loans over the past two years by establishing a correspondent lending program that has enabled the Bank to originate and sell fixed-rate mortgage loans; (ii) maintaining relatively short weighted-average terms to maturity in the securities portfolio as a hedge against rising

interest rates; (iii) emphasizing the origination and retention of adjustable-rate loans; and (iv) utilizing longer term certificates of deposit as funding sources when available. Management and the Board of Directors monitor the Bank’s exposure to interest rate risk on a monthly basis to ensure the interest rate risk is maintained within an acceptable range.

The following table sets forth the amounts of the Bank’s interest-earning assets and interest-bearing liabilities outstanding at December 31, 2006, which is scheduled to re-price or mature in each of the time periods shown. The amount of assets and liabilities shown which re-price or mature in a given period were determined in accordance with the contractual terms of the asset or liability. The table shows that the maturity or repricing of the Bank’s liabilities exceed the contractual terms to maturity or repricing of the Bank’s earning assets in twelve month period by $163.6 million. While this table based on contractual terms shows a negative “gap”, the Bank’s interest rate model which incorporates assumptions based on historical behavior shows a negative “gap” of $72.9 million. The difference is a result of the Bank’s interest rate model assumption that the balances in NOW and Savings accounts react within a two-year timeframe to market rate changes, rather than repricing immediately. These instruments are not tied to specific indices and are only influenced by market conditions and other factors. The Bank’s experience with NOW and Savings accounts has been that they have repriced at a pace equal to approximately 25% of a prime change. Accordingly, a general movement in interest rates may not have any immediate effect on the rates paid on those deposit accounts.


	Within 3 Months			4 - 12 Months			1 through 5 years			Over 5 years			Total
	(Dollars in thousands)
Interest-earning assets:
Federal funds sold	$	18,135		$	0		$	0		$	0		$	18,135
Interest bearing deposits with banks		100			0			0			0			100
Securities		59,274			21,212			34,681			8,324			123,491
Loans receivable (1)		358,103			117,730			328,875			12,076			816,784

Total interest-earning assets		435,612			138,942			363,556			20,400			958,510

Interest-bearing liabilities:
Savings deposits		32,203			0			0			0			32,203
Money market deposit accounts		183,237			0			0			0			183,237
NOW accounts		226,941			0			0			0			226,941
Certificates of deposit		53,997			175,354			45,141			0			274,492
IRA’s		6,703			26,739			14,593			0			48,035
Federal funds purchased		0			0			0			0			0
Repurchase agreements		15,960			0			0			0			15,960
Notes payable		17,000			0			6,110			797			23,907

Total interest-bearing liabilities		536,041			202,093			65,844			797			804,775

Interest-earning assets less
Interest-bearing liabilities	$	(100,429	)	$	(63,151	)	$	297,712		$	19,603		$	153,735

Cumulative interest-rate sensitivity gap	$	(100,429	)	$	(163,580	)	$	134,132		$	153,735

Cumulative interest-rate gap as a
Percentage of total interest earning assets		(10.48	)%		(17.07	)%		13.99	%		16.04	%

(1)	Excludes the allowance for loan losses, in process accounts and purchase accounting adjustments.

Competition

The Bank competes for deposits with other commercial banks, savings associations and credit unions and with the issuers of commercial paper and other securities, such as shares in money market mutual funds. The primary factors in competing for deposits are interest rates and convenience of office location. In making loans, the Bank competes with other banks, savings associations, consumer finance companies, credit unions, leasing companies and other lenders. The Bank competes for loan originations primarily through the interest rates and loan fees it charges and through the efficiency and quality of services it provides to borrowers. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels and other factors that are not readily predictable.

Due to the Bank’s size relative to the many other financial institutions in its market area, management believes that the Bank does not have a substantial share of the deposit and loan markets. The size of financial institutions competing with the Bank is likely to increase as a result of changes in statutes and regulations eliminating various restrictions on interstate and inter-industry branching and acquisitions. Such increased competition may have an adverse effect upon the Bank.

Employees

As of December 31, 2006, the Bank had 251 full-time employees and 63 part-time employees. The Bank believes that relations with its employees are good. None of the employees of the Bank are represented by a labor union or subject to a collective bargaining agreement.

Regulation of BKFC

BKFC is a bank holding company subject to regulation by the Board of Governors of the Federal Reserve System (“FRB”) under the Bank Holding Company Act of 1956, as amended (“BHCA”). As a bank holding company, BKFC is required to file periodic reports with, and is subject to regulation, supervision and examination by, the FRB. Such examination by the FRB determines whether BKFC is operating in accordance with various regulatory requirements and in a safe and sound manner. The FRB may initiate enforcement proceedings against BKFC for violations of laws or regulations or for engaging in unsafe and unsound practices, particularly if such conduct could or does adversely impact the Bank. BKFC is also subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as administered by the Securities and Exchange Commission (“SEC”).

In general, BKFC is only permitted to engage in activities deemed by the FRB to be closely related to banking. FRB regulations contain a list of activities that are deemed closely related to banking. Generally, many securities and insurance activities, most real estate development activities and most industrial operations, are not deemed to be closely related to banking. In addition, the FRB could require that BKFC terminate any activity, if the FRB deems the activity to constitute a serious risk to the financial soundness of the Bank.

It is the policy of the FRB that a bank holding company be ready and able to use its resources to provide capital to its subsidiary banks during periods of financial stress or adversity. The FRB could require BKFC to provide such support at times when BKFC lacks the resources to do so. See “Regulatory Capital Requirements” and “Dividend Restrictions” regarding minimum capital levels to which BKFC will be subject and regulatory limits on BKFC’s ability to pay dividends to stockholders. As a bank holding company, BKFC must notify the FRB if, during any one-year period, it seeks to redeem shares of stock in an amount such that total redemptions during the year, net of sales of shares, would be greater than 10% of BKFC’s net worth.

Regulation of the Bank

The Bank is a Kentucky-chartered bank with Federal Deposit Insurance Corporation (“FDIC”) deposit insurance. The Bank is subject to numerous federal and state statutes and regulations regarding the conduct of its business, including, among other things, maintenance of reserves against deposits; capital adequacy; restrictions on the nature and amount of loans which may be made and the interest which may be charged thereon; restrictions on the terms of loans to officers, directors, large shareholders and their affiliates; restrictions relating to investments and other activities; and requirements regarding mergers and branching activities.

The Bank is subject to regulation, supervision and examination by the Department and the FDIC. Both the Department and the FDIC have the authority to issue cease-and-desist orders if either determines that the activities of the Bank represent unsafe and unsound banking practices. If the grounds provided by law exist, the Department or the FDIC may appoint a conservator or receiver for a bank.

State-chartered banks, like the Bank, are subject to regulatory oversight under various consumer protection and fair lending laws. These laws govern, among other things, truth-in-lending disclosure, equal credit opportunity, fair credit reporting and community reinvestment. Failure to abide by federal laws and regulations governing community reinvestment could limit the ability of a state-chartered bank to open a new branch or engage in a merger transaction.

The Bank is subject to guidance on sound risk management practices for concentrations in commercial real estate lending as set forth in final guidance issued in December 2006 by The Office of the Comptroller of the Currency, the FRB and the FDIC. The guidance is intended to help ensure that institutions pursuing a significant commercial real estate lending strategy remain healthy and profitable while continuing to serve the credit needs of their communities. Also, this guidance directs institutions in developing risk management practices and levels of capital that are commensurate with the level and nature of their commercial real estate concentrations.

Kentucky law limits loans or other extensions of credit to any borrower to 20% of the Bank’s paid-in capital and actual surplus. Such limit is increased to 30% if the borrower provides collateral with a cash value exceeding the amount of the loan. Loans or extensions of credit to certain borrowers are aggregated, and loans secured by certain government obligations are exempt from these limits. At December 31, 2006, the maximum the Bank could lend to any one borrower generally equaled $11.9 million and equaled $17.9 million if the borrower provided collateral with a cash value in excess of the amount of the loan. Federal banking laws and regulations also limit the transfer of funds or other items of value, including pursuant to the provision of loans, from banks to their affiliates.

Generally, the Bank’s permissible activities and investments are prescribed by Kentucky law. However, state-chartered banks, including the Bank, may not, directly or through a subsidiary, engage in activities or make any investments as principal not permitted for a national bank, a bank holding company or a subsidiary of a nonmember bank, unless they obtain FDIC approval.

Regulatory Capital Requirements

The FRB has adopted risk-based capital guidelines for bank holding companies. Such companies must maintain adequate consolidated capital to meet the minimum ratio of total capital to risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) (the “Risk-Based Ratio”) of 8%. At least half of the minimum-required total capital of 8% is to be composed of Tier 1 Capital, which consists of common shareholders’ equity, minority interests in the equity of consolidated subsidiaries and a limited amount of perpetual preferred stock, less goodwill and certain other intangibles (“Tier 1 Risk-Based Ratio”). The remainder of total capital may consist of subordinated and qualifying convertible debt, other preferred stock and a limited amount of loan and lease loss allowances.

The FRB also has established minimum leverage ratio guidelines for bank holding companies. The guidelines provide for a minimum ratio of Tier 1 Capital to average total assets (excluding the loan and lease loss allowance, goodwill and certain other intangibles, and, effective April 1, 2002, portions of certain nonfinancial equity investments) (the “Leverage Ratio”) of 3% for bank holding companies that meet specified criteria, including having the highest regulatory rating. All other bank holding companies must maintain a Leverage Ratio of 4% to 5%. The guidelines further provide that bank holding companies making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels.

The Bank is subject to similar capital requirements, and such capital requirements are imposed and enforced by the FDIC.

The following table sets forth the Tier 1 Risk-Based Ratio, Total Risk-Based Ratio and Leverage Ratio for BKFC and the Bank at December 31, 2006:


	At December 31, 2006
	BKFC				The Bank
	Amount		Percent		Amount		Percent
	(Dollars in thousands)
Tier 1 risk-based	$	91,973	9.48	%	$	91,650	9.46	%
Requirement		38,790	4.00			38,737	4.00

Excess	$	53,183	5.48	%	$	52,913	5.46	%

Total risk-based	$	98,891	10.20	%	$	98,568	10.18	%
Requirement		77,581	8.00			77,474	8.00

Excess	$	21,310	2.20	%	$	21,094	2.18	%

Leverage ratio	$	91,973	9.13	%	$	91,650	9.11	%
Requirement		40,294	4.00			40,240	4.00

Excess	$	51,679	5.13	%	$	51,410	5.11	%

The FDIC may require an increase in a bank’s risk-based capital requirements on an individualized basis to address the bank’s exposure to a decline in the economic value of its capital due to a change in interest rates, among other things.

The FDIC has adopted regulations governing prompt corrective action to resolve the problems of capital deficient and otherwise troubled banks under its regulation. At each successively lower defined capital category, an institution is subject to more restrictive and numerous mandatory or discretionary regulatory actions or limits, and the FDIC has less flexibility in determining how to resolve the problems of the institution. The FDIC generally can downgrade an institution’s capital category, notwithstanding its capital level, if, after notice and opportunity for hearing, the institution is deemed to be engaging in an unsafe or unsound practice because it has not corrected deficiencies that resulted in it receiving a less than satisfactory examination rating on matters other than capital or it is deemed to be in an unsafe or unsound condition. An undercapitalized institution must submit a capital restoration plan to the FDIC within 45 days after it becomes undercapitalized. Such institution will be subject to increased monitoring and asset growth restrictions and will be required to obtain prior approval for acquisitions, branching and engaging in new lines of business. Furthermore, critically undercapitalized institutions must be placed in conservatorship or receivership within 90 days of reaching that capitalization level, except under limited circumstances. The Bank’s capital levels at December 31, 2006, meet the standards for the highest level, a “well-capitalized” institution.

Federal law prohibits a financial institution from making a capital distribution to anyone or paying management fees to any person having control of the institution if, after such distribution or payment, the institution would be undercapitalized. In addition, each holding company controlling an undercapitalized institution must guarantee that the institution will comply with its capital restoration plan until the institution has been adequately capitalized on an average during each of the four preceding calendar quarters and must provide adequate assurances of performance. The aggregate liability pursuant to such guarantee is limited to the lesser of (i) an amount equal to 5% of the institution’s total assets at the time it became undercapitalized or (ii) the amount necessary to bring the institution into compliance with all capital standards applicable to such institution at the time the institution fails to comply with its capital restoration plan.

Dividend Restrictions

The ability of BKFC to pay cash dividends to its stockholders depends on the amount of dividends that may be declared and paid by the Bank and on BKFC’s $10 million borrowing line of credit, which currently has $.5 million outstanding. There are a number of statutory and regulatory requirements applicable to the payment of dividends by banks and bank holding companies.

If the FRB or the FDIC, respectively, determines that a bank holding company or a bank is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the entity, could include the payment of dividends), that regulator may require, after notice and hearing, that such bank holding company or bank cease and desist from such practice. In addition, the FRB and the FDIC have issued policy statements, which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings. The FDIC prohibits the payment of any dividend by a bank that would constitute an unsafe or unsound practice. Compliance with the minimum capital requirements limits the amounts that BKFC and the Bank can pay as dividends.

At December 31, 2006, the Bank had capital in excess of the FDIC’s most restrictive minimum capital requirements in an amount equal to $1.7 million from which dividends could be paid, subject to the FDIC’s general safety and soundness review. In 2006, BKFC paid a cash dividend of $0.38 per share totaling $2,217,000.

FDIC Deposit Insurance and Assessments

The FDIC is an independent federal agency that insures the deposits, up to prescribed statutory limits, of federally insured banks and thrifts and safeguards the safety and soundness of the banking and thrift industries. The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) of the FIDC, which is the successor to the Bank Insurance Fund (the “BIF”) and the Savings Association Insurance Fund (the “SAIF”), which were merged in 2006. The FDIC is required to maintain designated levels of reserves in each fund.

The FDIC is authorized to establish annual assessment rates for deposit insurance for each of its members. The FDIC may increase assessment rates if necessary to restore the fund’s ratio of reserves to insured deposits to its target level within a reasonable time and may decrease such rates if such target level has been met. The FDIC has established a risk-based assessment system. Under this system, assessments vary based on the risk the institution poses to its deposit insurance fund. The risk level is determined based on the institution’s capital level and the FDIC’s level of supervisory concern about the institution.

FRB Reserve Requirements

FRB regulations currently require banks to maintain reserves of 3% of net transaction accounts (primarily demand and NOW accounts) up to $45.8 million of such accounts (subject to an exemption of up to $8.5 million), and of 10% of net transaction accounts in excess of $45.8 million. At December 31, 2006, the Bank was in compliance with this reserve requirement.

Acquisitions of Control

Acquisitions of controlling interests of BKFC and the Bank are subject to the limitations in federal and state laws. These limits generally require regulatory approval of acquisitions of specified levels of stock of any of these entities. Acquisitions of BKFC or the Bank by merger or pursuant to the purchase of assets also require regulatory approval.

Federal Home Loan Banks

The Federal Home Loan Banks (“FHLBs”) provide credit to their members in the form of advances. The Bank is a member of the FHLB of Cincinnati and must maintain an investment in the capital stock of the FHLB of Cincinnati that consist of two components, the first is the membership component which is equal to .15% of the Bank’s total assets, the second is an activity component that is equal to 2%-4% of the Bank’s outstanding advances. The Bank is in compliance with this requirement with an investment in stock of the FHLB of Cincinnati of $4,537,000 at December 31, 2006. Generally, FHLBs are not permitted to make new advances to a member without positive tangible capital.

Federal Taxation

BKFC. BKFC and the Bank file a consolidated federal income tax return on a calendar year basis. BKFC is subject to the federal tax laws and regulations that apply to corporations generally.

The Bank. In 2000, the Bank acquired the stock of Fort Thomas Financial Corporation. Fort Thomas Financial Corporation’s wholly owned subsidiary was Fort Thomas Savings Bank. Federal income tax laws provided savings banks with additional bad debt deductions through 1987, totaling $1,255,000 for Fort Thomas Financial Corporation. Accounting standards do not require a deferred tax liability to be recorded on this amount, which would otherwise total $427,000. Upon acquisition, this unrecorded liability was transferred to the Bank. If the Bank was liquidated or otherwise ceased to be a bank or if tax laws were to change, the $427,000 would be recorded as a liability with an offset to income tax expense.

Kentucky Taxation

The Bank. State banks are not subject to the Kentucky corporation income tax.

In 1996 the Kentucky legislature passed legislation to replace the “Bank Shares Tax” with the “Local Deposits Franchise Tax” and the “Kentucky Bank Franchise Tax”. The “Kentucky Bank Franchise Tax” is an annual tax equal to 1.1% of net capital after apportionment if applicable. The value of net capital is calculated annually by deducting from total capital an amount equal to the same percentage of the total as the book value of United States obligations bears to the book value of the total assets of the financial institution. The Bank pays a portion of it’s franchise tax to the state of Ohio based on revenue apportioned to that state. The “Local Deposits Franchise Tax” is an annual tax of up to .025% imposed by each city and county on bank deposits within their jurisdictions.

The Kentucky property tax extends to bank deposits (“Deposits Tax”). The tax is levied at a rate of 0.001% of the amount of the deposits. It is the responsibility of the bank, not the depositor, to report and pay the Deposits Tax.

State banks are subject to state and local ad valorem taxes on tangible personal property and real property that is not otherwise exempt from taxation. The rates of taxation for tangible personal property vary depending on the character of the property. The state rate of taxation on real property equals $0.315 per $100 of value as of January 1 each year.

The Bank, as a financial institution, is exempt from both the corporate income and license taxes.

BKFC. Kentucky corporations, such as BKFC, are subject to the Kentucky corporation income tax and the Kentucky corporation license (franchise) tax. The income tax is imposed based on the following rates: 4% of the first $50,000 of taxable net income allocated or apportioned to Kentucky; 5% of the next $50,000; 7% of taxable net income over $100,000. All dividend income received by a corporation is excluded for purposes of arriving at taxable net income.

Domestic corporations are subject to state and local ad valorem taxes on tangible personal property and real property that is not otherwise exempt from taxation. The rates of taxation for tangible personal property vary depending on the character of the property. The state rate of taxation on real property equals $0.315 per $100 of value as of January 1 each year. Thus, BKFC is subject to ad valorem taxation on its taxable tangible personal property and real property.

Available Information

BKFC maintains an Internet web site at the following internet address:http://www.bankofky.com. BKFC makes available free of charge through its website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such material was electronically filed with, or furnished to the SEC. Materials that BKFC files with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. This information may also be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at the SEC’s website,www.sec.gov. BKFC will provide a copy of any of the foregoing documents to stockholders upon request.

Item 1A.

Risk Factors

An investment in the common stock of BKFC is subject to certain risks inherent in the business of BKFC and the Bank. The material risks and uncertainties that management believes affect BKFC and the Bank are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference into this Form 10-K. The risks and uncertainties described below are not the only ones facing BKFC or the Bank. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the business operations of BKFC or the Bank. This Form 10-K is qualified in its entirety by these risk factors.

If any of the following risks occur, the financial condition and results of operations of BKFC or the Bank could be materially and adversely affected. If this were to happen, the value of BKFC’s common stock could decline significantly.

References to “we,” “us,” and “our” in this “Risk Factors” section refer to BKFC and its subsidiaries, including the Bank, unless otherwise specified or unless the context otherwise requires.

Our Success Depends Upon the General Economic Conditions in the Areas in Which We Operate.

Our success depends upon the general economic conditions of the specific local markets in which we operate. Our operations are concentrated in the northern Kentucky area. As a result, local economic conditions in this area have a significant impact on the demand for our products and services, as well as the ability of our customers to repay loans, the value of the collateral securing loans and the stability of the Bank’s deposit funding sources. A significant decline in general economic conditions could increase loan delinquencies, increase problem assets and foreclosure, increase claims and lawsuits, decrease the demand for the Bank’s products and services, or decrease the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power and the value of assets associated with problem loans and collateral coverage, thereby having a material adverse effect on our financial condition and results of operations.

We are Subject to Intense Competition with Other Financial Institutions That Could Adversely Affect Our Business.

Any Changes in Our Accounting Policies and Estimates Could Adversely Affect Our Business.

Our management makes judgments and assumptions in selecting and adopting various accounting policies and in applying estimates. Actual outcomes may be materially different from amounts previously estimated. Management has identified the accounting policy related to the allowance for loan losses as critical to the understanding of BKFC’s results of operations. See “Item 1 – Allowance for Loan Losses” and “Item 7 – Critical Accounting Policies” for additional discussion regarding these critical accounting policies. Because of the inherent uncertainty of estimates, management cannot provide any assurance that the Bank will not significantly increase its allowance for loan losses if actual losses are more than the amount reserved. Any increase in its allowance for loan losses or loan charge-offs could have a material adverse effect on our financial condition and results of operations.

We are Subject to Interest Rate Risk.

The Bank’s financial condition and results of operations are significantly affected by changes in interest rates. The Bank’s earnings depend primarily upon its net interest income, which is the difference between its interest income earned on its interest-earning assets, such as mortgage loans and investment securities, and its interest expense paid on its interest-bearing liabilities, consisting of deposits and borrowings. Management cannot predict or control changes in interest rates, which are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board.

Although the Bank has implemented an asset and liability management strategy designed to maintain a reasonable degree of interest rate sensitivity (as more fully described in “Item 1 – Asset/Liability Management”), at any given time the Bank’s assets and liabilities will likely be affected differently by a given change in interest rates, principally because asset and liability re-pricing do not coincide. Changes in interest rates may also affect the level of voluntary prepayments on the Bank’s loans and the level of financing or refinancing by customers. While management and the Board of Directors of the Bank intend to continue to implement our asset and liability management strategy and monitor interest rate risk, there can be no assurance as to whether such measures will be entirely effective in mitigating the Bank’s exposure to interest rate risk.

We are Subject to Intensive Government Regulation and Supervision.

BKFC and the Bank are subject to extensive state and federal regulation, supervision and legislation that govern almost all aspects of the operations of BKFC and the Bank. See “Item 1 – “Regulation of BKFC” and “Regulation of the Bank” for additional discussion regarding government regulation. Any change in applicable federal or state laws or regulations could have a substantial impact on BKFC and the Bank. While it is not reasonably predictable what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on BKFC and the Bank, these changes could have a material adverse effect on our financial condition and results of operations, and could also adversely affect the market value of our common stock.

We are Required to Meet Various Capital Adequacy Guidelines.

BKFC and the Bank are required to meet certain regulatory capital adequacy guidelines and other regulatory requirements imposed by the FRB, the FDIC and the Department. If BKFC or the Bank fails to meet these minimum capital

guidelines and other regulatory requirements, our financial condition and results of operations would be materially and adversely affected and could compromise the status of BKFC as a banking holding company. See “Item 1 – Regulatory Capital Requirements” for detailed capital guidelines for bank holding companies and banks.

Our Internal Controls May be Ineffective.

We regularly review and update our internal controls, disclosure controls and procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls or procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations or financial conditions.

BKFC is a Bank Holding Company, and its Sources of Funds are Limited.

BKFC is a bank holding company and its operations are primarily conducted by the Bank, which is subject to significant federal and state regulation. Cash available to pay dividends to stockholders of BKFC is derived primarily, from dividends paid by the Bank. As a result, BKFC’s ability to receive dividends or loans from its subsidiaries is restricted. Under federal law, the payment of dividends by the Bank is subject to capital adequacy requirements. The FRB and/or the FDIC prohibit a dividend payment by BKFC or the Bank that would constitute an unsafe or unsound practice. See “Item 1 – Dividend Restrictions.”

The inability of the Bank to generate profits and pay such dividends to BKFC, or regulator restrictions on the payment of such dividends to BKFC even if earned, would have an adverse effect on the financial condition and results of operations of BKFC and BKFC’s ability to pay dividends to its shareholders.

In addition, since BKFC is a legal entity separate and distinct from the Bank, its right to participate in the distribution of assets of the Bank upon the Bank’s liquidation, reorganization or otherwise will be subject to the prior claims of the Bank’s creditors, which will generally take priority over the Bank’s shareholders.

Our Success Depends Upon Attracting and Retaining Senior Management.

BKFC’s success depends to a great extent on its ability to attract and retain members of senior management. The unexpected loss of a member of senior management could have a material adverse impact on BKFC’s business and its operations. In addition, BKFC’s future performance depends on its ability to attract and retain key personnel and skilled employees, particularly at the senior management level.

Our Stock Price Can Be Volatile.

Our stock price can fluctuate widely in response to a variety of factors. Factors include actual or anticipated variations in our quarterly operating results, recommendations by securities analysts, operating and stock price performance of other companies, news reports, results of litigation and other factors, including those described in this “Risk Factors” section. Our common stock also has a low average daily trading volume, which limits a person’s ability to quickly accumulate or quickly divest themselves of large blocks of our stock. In addition, a low average trading volume can lead to significant price swings even when a relatively small number of shares are being traded.

An Investment in Our Common Stock is Not an Insured Deposit.

Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, and any other deposit insurance fund, or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this “Risk Factors” section and elsewhere in this Form 10-K, and is subject to the same market forces that may affect the price of common stock in any company. As a result, if you acquire our common stock, you may lose some or all of your investment.

We may experience difficulties in effectively integrating FNB.

We may not be successful in maintaining the customer base from the FNB acquisition, and or achieving the planned cost savings associated with the acquisition.

Item 1B.

Unresolved Staff Comments

None.

Item 2.

Properties

BKFC maintains its principal executive offices at 111 Lookout Farm Drive, Crestview Hills, Kentucky 41017, which is owned by BKFC. Of the 27 branch locations operated by the Bank, 13 are owned and 14 are leased. Certain of these leases are with affiliates and affiliated entities. The Bank also leases space for its cash management operations center.

No one facility is material to BKFC. Management believes that the facilities are generally in good condition and suitable for its banking operations. However, management continually looks for opportunities to upgrade its facilities and locations and may do so in the future.

Item 3.

Legal Proceedings

From time to time, BKFC and the Bank are involved in litigation incidental to the conduct of its business, but neither BKFC nor the Bank is presently involved in any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse affect on BKFC.

Item 4.

Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of stockholders of BKFC during the fourth quarter of the fiscal year covered by this report.

PART II

Item 5.

Market for Registrant’s, Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

BKFC’s common stock is quoted on the OTC Bulletin Board under the symbol “BKYF.” Quarterly high and low prices for the last two fiscal years (which reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions) are shown below.


Fiscal Year 2006	High		Low
First Quarter	$	26.00	$	25.00
Second Quarter		28.00		25.00
Third Quarter		28.00		26.25
Fourth Quarter		26.70		25.55



Fiscal Year 2005	High		Low
First Quarter	$	26.45	$	25.50
Second Quarter		26.00		25.75
Third Quarter		26.50		25.75
Fourth Quarter		26.25		25.75

There were 5,794,699 shares of common stock of BKFC outstanding on December 31, 2006, which were held of record by 980 shareholders. The Board of Directors declared cash dividends of $.14 per share in March 2005, and $.16 per share in September 2005, and $.18 per share in March 2006, and $.20 per share in September 2006.

The following table shows information relating to the repurchase of shares by the Company during the fourth quarter of 2006:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans (1)	Maximum number of shares that may be purchased under the plans or programs
October 1-31, 2006	—		—	—	—
November 1-30, 2006	—		—	—	—
December 1-31, 2006	27,000	$	26.25	118,400	81,600

(1)

The Company maintained a share repurchase program that was approved by the Company’s board of directors in December of 2005. This repurchase program, which expired on December 31, 2006, authorized the repurchase and retirement of 200,000 common shares of the Company in the over-the-counter market. As of the date of this report, 118,400 of the 200,000 shares authorized for repurchase had been repurchased. The Company did not terminate any plan prior to its expiration date.

In December of 2006 the Company’s Board of Directors approved a new share repurchase program, which authorizes the repurchase of up to 200,000 shares of the Company’s outstanding common shares in the over-the-counter market from time to time over the next twelve months, beginning January 1, 2007 and expiring December 31, 2007.

Equity Compensation Plan Information. The following table reflects BKFC’s equity compensation plan information as of December 31, 2007.

Number of Securities
to be Issued Upon Exercise
of Outstanding Options

Weighted Average

Exercise Price of
Outstanding Options

Number of Securities
Remaining Available for
Future Issuance

Equity Compensation Plans Approved by Security Holders*

541,453

25.87

340,800

(*)	Consists of The Bank of Kentucky Financial Corporation 1997 Stock Option and Incentive Plan, approved by the stockholders of BKFC in 1997.

Stock Performance Comparison. The following line graph compares the yearly percentage change in BKFC’s cumulative total shareholder return against the cumulative return of an index of small cap U.S. equity stocks (“Russell 2000”) and an index of banks with total assets of more than $500 million and less than $1 billion. The graph assumes the investment of $100 on December 31, 2001. Cumulative total shareholder return is measured by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (B) the difference between the price of BKFC common shares at the end and at the beginning of the measurement period; by (ii) the price of BKFC common shares at the beginning of the measurement period.

Bank of Kentucky Financial Corporation


	*Period Ending*
*Index*	12/31/01	12/31/02	12/31/03	12/31/04	12/31/05	12/31/06
Bank of Kentucky Financial Corporation	100.00	134.91	144.47	124.78	126.24	129.32
Russell 2000	100.00	79.52	117.09	138.55	144.86	171.47
SNL $500M-$1B Bank Index	100.00	127.67	184.09	208.62	217.57	247.44

Item 6.

Selected Financial Data

SELECTED FINANCIAL DATA

The following is a summary of selected consolidated financial data for The Bank of Kentucky Financial Corporation for the five years ended December 31, 2006. The summary should be read in conjunction with the Financial Statements and Notes to Consolidated Financial Statements.


(Dollars In Thousands Except Per Share Amounts)	For Year Ended December 31^st
	2006			2005			2004			2003			2002
Earnings:
Total Interest Income	$	63,617		$	50,755		$	41,591		$	39,369		$	33,959
Total Interest Expense		29,324			18,132			11,598			12,690			12,120

Net Interest Income		34,293			32,623			29,993			26,679			21,839
Provision for Loan Losses		1,700			1,825			1,675			1,090			1,235
Noninterest Income		11,788			9,085			8,271			8,940			5,515
Noninterest Expense		29,142			25,161			21,602			20,484			13,583

Income Before Income Taxes		15,239			14,722			14,987			14,045			12,536
Federal Income Taxes		4,787			4,595			4,929			4,686			4,085

Net Income	$	10,452		$	10,127		$	10,058		$	9,359		$	8,451

Per Common Share Data:
Basic Earnings	$	1.79		$	1.71		$	1.69		$	1.57		$	1.42
Diluted Earnings		1.78			1.70			1.68			1.55			1.41
Dividends Declared and Paid		0.38			0.30			0.23			0.17			0.13
Balances at December 31:
Total Investment Securities		118,954		$	94,375		$	64,266		$	59,535		$	59,464
Total Loans		814,101			731,059			719,157			660,442			606,815
Allowance for Loan Losses		6,918			7,581			7,214			6,855			6,408
Total Assets		1,051,563			957,338			878,129			815,976			779,606
Noninterest Bearing Deposits		149,519			135,620			121,454			106,451			91,787
Interest Bearing Deposits		764,908			695,490			631,346			592,276			575,559
Total Deposits		914,427			831,110			752,800			698,727			667,346
Notes Payable		23,907			34,291			37,573			37,850			43,125
Total Shareholders’ Equity		86,883			80,447			73,664			66,689			58,423
Other Statistical Information:
Return on Average Assets		1.08	%		1.14	%		1.21	%		1.19	%		1.52	%
Return on Average Equity		12.58	%		13.11	%		14.39	%		14.84	%		15.35	%
Dividend Payout Ratio		21.22	%		17.54	%		13.61	%		10.83	%		9.15	%
Capital Ratios at December 31:
Total Equity to Total Assets		8.26	%		8.40	%		8.39	%		8.17	%		7.50	%
Average Equity to Average Assets		8.55	%		8.67	%		8.38	%		8.04	%		9.93	%
Tier 1 Leverage Ratio		9.13	%		9.21	%		9.08	%		8.87	%		9.57	%
Tier 1 Capital to Risk-Weighted Assets		9.48	%		9.79	%		9.50	%		9.60	%		9.40	%
Total Risk-Based Capital to Risk-Weighted Assets		10.20	%		10.66	%		10.38	%		10.54	%		10.39	%
Loan Quality Ratios:
Allowance for Loan Losses
To Total Loans at year-end		.85	%		1.04	%		1.00	%		1.04	%		1.06	%
Allowance for Loan Losses
To Nonperforming Loans at year end		139.11	%		83.81	%		140.21	%		197.38	%		153.60	%
Net Charge-Offs to Average Net Loans		0.30	%		0.20	%		0.19	%		0.10	%		0.10	%

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Management’s Discussion and Analysis of Financial Condition

And the Results of Operations

December 31, 2006

FORWARD LOOKING STATEMENTS

This report includes forward-looking statements by the Corporation relating to such matters as anticipated operating results, credit quality expectations, prospects for new lines of business, technological developments, economic trends (including interest rates) and similar matters. Such statements are based upon the current beliefs and expectations of the Corporation’s management and are subject to risks and uncertainties. While the Corporation believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could prove to be inaccurate, and accordingly, actual results and experience could differ materially from the anticipated results or other expectations expressed by the Corporation in its forward-looking statements. Factors that could cause actual results or experience to differ from results discussed in the forward-looking statements include, but are not limited to: economic conditions; volatility and direction of market interest rates; governmental legislation and regulation, including changes in accounting regulation or standards; material unforeseen changes in the financial condition or results of operations of the Corporation’s clients; and other risks identified from time-to-time in the Corporation’s other public documents on file with the Securities and Exchange Commission, including those described in Item 1A of the Corporation’s annual report on Form 10-K. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements, and the purpose of this paragraph is to secure the use of the safe harbor provisions.

MANAGEMENT OVERVIEW

The business of The Bank of Kentucky Financial Corporation (“BKFC” or the “Corporation”) consists of holding and administering its interest in The Bank of Kentucky, Inc. (the “Bank”). The Bank conducts basic banking operations from locations in Boone, Kenton, Campbell, and Grant Counties in Northern Kentucky. The majority of the Corporation’s revenue is derived from the Bank’s loan portfolio. The loan portfolio is diversified and the ability of borrowers to repay their loans is not dependent upon any single industry. Commercial or residential real estate or other business and consumer assets secure the majority of the Bank’s loans.

The Corporation produced record earnings of $10,452,000 in 2006, which was an increase of $325,000 or 3% over 2005. Contributing to the favorable results in 2006 was strong balance sheet growth in loans and deposits and increased non-interest income, the effects of which were tempered by the flat yield curve and higher non-interest expense.

The balance sheet in 2006 increased $94,225,000, or 10% from 2005 and was driven nearly equally by increased loans and deposits. Total loans increased $83,042,000 or 11% from 2005, while deposits increased $83,317,000 or 10% in the same period. The growth in the balance sheet was the driving force for the increase in net interest income of $1,670,000 or 5% from 2005. While balance sheet growth produced higher net interest income, the flat yield curve contributed to the decrease in the net interest margin, which decreased 16 basis points to 3.90%

in 2006. The flatness of the yield curve has impacted interest on the Bank’s liabilities to a greater extent than interest income on assets, as more immediately repriceable deposits and CD’s have repriced sooner than have short-term assets. Also, long-term assets have repriced at relatively lower rates.

Contributing to the growth in non-interest income was revenue from cash management products and service charge fees from the Bank’s new overdraft program that was implemented in the third quarter of 2006. The related fees from the new lockbox customers and the consolidated returns was approximately $338,000 higher in 2006 as compared to 2005, while the new overdraft program contributed to the $1,271,000 increase in overdraft revenue.

The largest increases in non-interest expense were salaries and employee benefits expense, which increased $2,722,000 or 22%, and included compensation cost for expensing stock options. The Company recorded stock option expense of $775,000 in 2006 in accordance with FAS 123(R), adopted on January 1, 2006. For comparison purposes, applying the new standards of FAS 123(R) to 2005 would have resulted in recording stock option compensation expense of $633,000.

The provision for loan losses decreased by $125,000 (7%) in 2006 as compared to 2005, resulting primarily from lower levels of non-performing loans. Non-performing assets decreased $6,155,000 or 44% from $14,108,000 at the end of 2005 to $7,953,000 at the end of 2006, while net charge offs for 2006 increased to $2,363,000 or .30% of average loans compared to the $1,458,000 or .20% in 2005. The majority of the loans charged-off in 2006, including a $1,400,000 commercial loan charged off in the third quarter of 2006, had been reserved for in previous periods.

The following sections provide more detail on subjects presented in the overview.

CRITICAL ACCOUNTING POLICIES

BKFC has prepared all of the consolidated financial information in this report in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In preparing the consolidated financial statements in accordance with U.S. GAAP, BKFC makes estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurances that actual results will not differ from those estimates.

We have identified the accounting policy related to the allowance for loan losses as critical to the understanding of BKFC’s results of operations, since the application of this policy requires significant management assumptions and estimates that could result in reporting materially different amounts if conditions or underlying circumstances were to change.

The Bank maintains an allowance to absorb probable, incurred loan losses inherent in the loan portfolio. The allowance for loan losses is maintained at a level the Bank considers to be adequate and is based on ongoing quarterly assessments and evaluations of the collectibility and historical loss experience of loans. Loan losses are charged and recoveries are credited to the

allowance for loan losses. Provisions for loan losses are based on the Bank’s review of it’s historical loan loss experience and such factors that, in management’s judgment, deserve consideration under existing economic conditions in estimating probable loan losses. The Bank’s strategy for credit risk management includes a combination of conservative underwriting, documentation and collections standards, and quarterly management reviews of large loan exposures and loans experiencing deterioration of loan quality.

Larger commercial loans that exhibit probable or observed loan weaknesses are subject to individual review. Where appropriate, specific portions of the allowance are allocated to individual loans based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flow and legal options available to the Bank. The review of individual loans includes those loans that are impaired as provided in SFAS No. 114, “Accounting by Creditors for Impairment of a Loan.” The Bank evaluates the collectibility of both principal and interest when assessing the need for loans being placed on non-accrual status. Historical loss rates are applied to other commercial loans not subject to specific reserve allocations. The loss rates applied to commercial loans are derived from analyzing a range of the loss experience sustained on loans according to their internal risk grade. These loss rates may be adjusted to account for environmental factors if warranted.

Homogenous loans, such as consumer installment, residential mortgage loans and home equity loans are not individually risk graded. Rather, a range of historic loss experience of the portfolio is used to determine the appropriate allowance for the portfolios. Allocations for the allowance are established for each pool of loans based on the expected net charge-offs for one year

A high and low range of reserve percentages is calculated to recognize the imprecision in estimating and measuring loss when evaluating reserves for individual loans or pools of loans. The position of the allowance for loan losses within the computed range may be adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions of credit quality. Factors that management considers in the analysis include the effects of the local economy, trends in the nature and volume of loans (delinquencies, charge-offs and nonaccrual loans), changes in mix of loans, asset quality trends, risk management and loan administration, changes in the internal lending policies and credit standards, and examination results from bank regulatory agencies and internal review by the credit department.

Reserves on individual loans and historical loss rates are reviewed quarterly and adjusted as necessary based on changing borrower and/or collateral conditions and actual collection and charge-off experience.

FINANCIAL CONDITION

Total assets at December 31, 2006 were $1,051,563,000 as compared to $957,338,000 at December 31, 2005, an increase of $94,225,000 (10%). This growth was nearly equally driven by loans on the asset side of the balance sheet and deposits on the liability side. Total loans increased $83,042,000 (11%) to $814,101,000 at December 31, 2006, compared to $731,059,000 at December 31, 2005. Growth in the commercial and commercial real estate loan portfolios accounted for the majority of the increase in total loans in 2006, with increases of $14,520,000

(10%) and $60,469,000 (20%) respectively. The growth in the commercial and commercial real estate loan portfolio in 2006 was typical for the Bank and reflects the strong local economic activity of the communities in which the Bank operates. The majority of the asset growth was funded by increases in deposits. Total deposits increased $83,317,000 (10%) to $914,427,000 at December 31, 2006, compared to $831,110,000 at December 31, 2005. The largest increase in deposits came from money market accounts, which increased $81,428,000 or 80% from 2005. The Bank’s Money Markey Index account, which is indexed to short term interest rates, has seen the majority of the growth as depositors have moved and invested funds into this attractive yielding account.

Other changes on the asset side of the balance sheet included $24,579,000 (26%) growth in securities, which was partially offset with a $12,523,000 (41%) decrease in short term investments. Contributing to the growth in the securities portfolio was investments in short-term discount notes, which the Bank pledges for collateralization of public fund deposits. Other changes to liabilities included $11,735,000 growth in short-term borrowings that was offset with a decrease in notes payable of $10,384,000. The decrease in notes payable was the result of $10,000,000 in Federal Home Loan Bank advances being called in 2006. Total shareholders’ equity increased $6,436,000 (8%) to $86,883,000 at December 31, 2006, compared to $80,447,000 at December 31, 2005.

The following table illustrates the change in the mix of average assets in 2006 as compared to 2005 and 2004.

Table 1—Average Assets 2006, 2005 and 2004


Average Assets:	2006		As a % of total assets		2005		As a % of total assets		2004		As a % of total assets
Cash and Due from banks	$	28,716	3.0	%	$	34,654	3.9	%	$	42,364	5.1	%
Short term Investments		13,464	1.4	%		13,339	1.5	%		2,355	.3	%
Other interest-earning assets		4,477	.4	%		4,236	.5	%		4,157	.5	%
Securities		89,191	9.2	%		67,062	7.5	%		51,724	6.2	%
Loans(net of allowance for loan losses)		772,188	79.5	%		720,528	80.9	%		686,016	82.2	%
Premises and Equipment		17,492	1.8	%		17,163	1.9	%		16,589	2.0	%
Goodwill and Acquisition intangibles		12,474	1.3	%		13,080	1.5	%		13,296	1.6	%
Cash Surrender Value of life insurance		19,407	2.0	%		12,786	1.4	%		11,869	1.4	%
Other Assets		13,905	1.4	%		8,019	.9	%		6,283	.7	%

Total Average Assets	$	971,314	100.0	%	$	890,867	100.0	%	$	834,653	100.0	%

RESULTS OF OPERATIONS

SUMMARY

Net income was $10,452,000 for the year ended December 31, 2006, compared to $10,127,000 in 2005, an increase of $325,000 (3%). Net income for the year ended December 31, 2005 increased $69,000 (1%) from the $10,058,000 recorded in 2004. The growth in earnings from 2005 to 2006 was driven by increases in non-interest income of $2,703,000 (30%) and net interest income of $1,670,000 (5%), and was offset by an increase in non-interest expense of $3,981,000 (16%). Contributing to the growth in non-interest income were increases in cash management activities and overdraft charges. The growth in the net interest income was driven by the strong balance sheet growth and was offset by the negative impact of the flatness of the yield curve. Contributing to the increase in non-interest expense was added expense for stock options and additional compensation costs for added staffing at the Bank’s cash management operations center, which opened in February of 2005. The operations center was opened to handle lockbox item volume and expanded cash management product offerings, such as the service of consolidating returned checks. The 2005 results reflected a $2,630,000 or 9% increase in the net interest income, which was offset with a $3,559,000 or 16% increase in non-interest expense. Contributing to the increase in non-interest expense in 2005 was the opening of the cash management operations center.

NET INTEREST INCOME

Net interest income grew to $34,293,000 in 2006, an increase of $1,670,000 (5%) over the $32,623,000 earned in 2005. The increase was driven by the growth in the balance sheet and an increase in the effect of net free funds (non-interest bearing liabilities and equity funded earning assets). As illustrated in Table 3, net interest income was positively impacted by the volume additions to the balance sheet by $2,785,000, and was offset by the rate variance, which had a $1,127,000 negative impact on net interest income. Contributing to the unfavorable rate variance was the flattening yield curve. The flatness of the yield curve has impacted interest on the Bank’s liabilities to a greater extent than interest income on assets, as more immediately repriceable deposits and CD’s have repriced sooner than have short-term assets. Also, long-term assets have repriced at relatively lower rates. The effect of the flat yield contributed to the decrease in the net interest margin from 4.06% in 2005 to 3.90% in 2006. As illustrated in Table 2, rising interest levels had a positive effect on net free funds, which increased from 39 basis points in 2005 to 56 basis points in 2006.

Net interest income grew to $32,623,000 in 2005, an increase of $2,630,000 (9%) over the $29,993,000 earned in 2004. The increase was driven by the growth in the balance sheet and an increase in the effect of net free funds, and drove the increase in the net interest margin from 4.03% in 2004 to 4.06% in 2005. As illustrated in Table 3, net interest income was positively

impacted by the volume additions, which includes the effect of net free funds, to the balance sheet by $2,440,000 in 2005, and was helped to a smaller degree by the rate variance, which had a $256,000 positive impact on net interest income. While the general increase in short-term interest rates throughout 2005 enhanced loan and security yields, deposit rates increased as well. Also, longer-term rates did not increase at the same levels as short-term rates, somewhat diminishing the positive impact of the increasing rate environment on the Corporation’s net interest margin. As illustrated in Table 2, lower cash reserve requirements and growing demand deposit balances, coupled with rising rates, nearly doubled the contribution of net free funds to the net interest margin, from 22 basis points in 2004 to 39 basis points in 2005.

As allowed by the Federal Reserve Bank, in the first quarter of 2005, the Bank completed a process to reclassify a portion of its transaction deposits (primarily demand deposits and interest bearing checking accounts) to savings deposits. The effect of this process was a reduction in the amount of cash (approximately $21,000,000) that the Bank was required to hold with the Federal Reserve Bank. The reduction of cash held in reserve was in full effect by the end of April of 2005. The cash balances reduced at the Federal Reserve Bank as a result of the lower reserve requirement contributed in 2005 to both reduce short-term borrowing and increase short-term investments. At year end 2005, short-term borrowings had decreased $4,936,000 and short-term investments had increased $30,658,000 from year end 2004. The lower cash reserve requirement contributed to the increase in the effect of net free funds from .22% in 2004 to .39% in 2005 that can be seen in Table 2. Rising rates also contribute positively to the effect of net free funds. The lower reserve requirement also contributed to the Bank’s percentage of average interest-earning assets to interest-bearing liabilities improving to 117.28% in 2005 from 113.90% in 2004. This improved interest-earning assets to interest-bearing liabilities ratio was the result of earning assets increasing $61,130,000 or 8% and interest bearing liabilities rising only $33,119,000 or 5%. These results are also illustrated in Table 2.

Table 2 illustrates the Bank’s average balance sheet information and reflects the average yield on interest-earning assets, on a tax equivalent basis, and the average cost of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense by the average monthly balance of interest-earning assets or interest-bearing liabilities, respectively, for the years presented. Average balances are daily averages for the Bank and include nonaccruing loans in the loan portfolio, net of the allowance for loan losses.

Table 3 illustrates the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected the Bank’s interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii) changes in rate (change in rate multiplied by prior year volume) and (iii) total changes in rate and volume. The combined effects of changes in both volume and rate, which cannot be separately identified, have been allocated proportionately to the change due to volume and the change due to rate.

Table 2—Average Balance Sheet Rates 2006, 2005 and 2004 (presented on a tax equivalent basis in thousands)


	Year ended December 31,
	2006							2005							2004
	Average outstanding balance			Interest earned/ paid		Yield/ rate		Average outstanding balance			Interest earned/ paid		Yield/ rate		Average outstanding balance			Interest earned/ paid		Yield/ rate
	(Dollars in thousands)
Interest-earning assets:
Loans receivable (1)(2)	$	779,568		$	59,256	7.60	%	$	727,924		$	47,944	6.59	%	$	693,195		$	39,969	5.77	%
Securities (2)		89,191			3,760	4.22			67,062			2,436	3.63			51,724			1,686	3.26
Other interest-earning assets		17,941			923	5.14			17,575			709	4.03			6,512			204	3.15

Total interest-earning assets		886,700			63,939	7.21			812,561			51,089	6.29			751,431			41,859	5.57

Non-interest-earning assets		84,614							78,306							83,222

Total assets		971,314						$	890,867						$	834,653

Interest-bearing liabilities:
Transaction accounts		397,819			13,092	3.29			360,492			6,780	1.88			346,940			3,153	.91
Time deposits		315,071			13,623	4.32			285,305			9,255	3.24			259,072			6,660	2.57
Borrowings		44,450			2,609	5.87			47,028			2,097	4.46			53,694			1,785	3.32

Total interest-bearing liabilities		757,340			29,324	3.87			692,825			18,132	2.62			659,706			11,598	1.76

Non-interest-bearing liabilities		130,921							120,780							105,030

Total liabilities		888,261							813,605							764,736
Shareholders’ equity		83,053							77,262							69,917

Total liabilities and shareholders’ equity		971,314						$	890,867						$	834,653

Net interest income					34,615						$	32,957						$	30,261

Interest rate spread						3.34	%						3.67	%						3.81	%

Net interest margin (net interest income as a percent of average interest-earning assets)						3.90	%						4.06	%						4.03	%

Effect of Net Free Funds (the difference between the net interest margin and the interest rate spread)						.56	%						.39	%						.22	%

Average interest-earning assets to interest-bearing liabilities		117.08	%						117.28	%						113.90	%

(1)	Includes non-accrual loans.

(2)	Income presented on a tax equivalent basis using a 34.25% in 2006 and a 35% tax rate in 2005 and 2004. The tax equivalent adjustment was $322,000, $334,000, and $268,000, in 2006, 2005, and 2004 respectively.

Table 3—Volume/Rate Analysis (in thousands)


	Year ended December 31,
	2006 vs. 2005								2005 vs. 2004
	Increase (Decrease) Due to								Increase (Decrease) Due to
	Volume			Rate			Total		Volume			Rate		Total
	(Dollars in thousands)
Interest income attributable to:
Loans receivable	$	3,567		$	7,745		$	11,312	$	2,077		$	5,898	$	7,975
Securities		891			433			1,324		541			209		750
Other interest-earning assets(1)		15			199			214		432			73		505

Total interest-earning assets		4,473			8,377			12,850		3,050			6,180		9,230

Interest expense attributable to:
Transaction accounts		766			5,546			6,312		128			3,499		3,627
Time deposits		1,042			3,326			4,368		724			1,871		2,595
Borrowings		(120	)		632			512		(242	)		554		312

Total interest-bearing liabilities		1,688			9,504			11,192		610			5,924		6,534

Increase (decrease) in net interest income	$	2,785		$	(1,127	)	$	1,658	$	2,440		$	256	$	2,696

(1)	Includes short-term investments and interest-bearing deposits in other financial institutions.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $1,700,000 for the year ended December 31, 2006, compared to $1,825,000 for 2005. The decrease of $125,000 (7%) reflected an improvement in the level non-performing loans in 2006. For the year ended December 31, 2006, net charge offs were $2,363,000 or .30% of average loan balances compared to 2005 figures of $1,458,000 or .20% of average loan balances. The majority of the loans charged-off in 2006, including a $1,400,000 commercial loan charged off in the third quarter of 2006, had been reserved for in previous periods. Total non-accrual loans and loans past due 90 days or more were $4,973,000 (.61% of loans outstanding) at December 31, 2006 compared to $9,045,000 (1.24% of loans outstanding) at December 31, 2005. As the non-performing loan balances decreased, the ratio of the allowance to nonperforming loans (coverage ratio) increased from 84% at the end of 2005 to 139% at the end of 2006. In addition to the $1,400,000 loan charged off in the third quarter, the decrease in non-performing loans from December 31, 2005 included a $2,800,000 commercial loan that was foreclosed on by the Bank and classified as “other real estate owned. Management continues to monitor the nonperforming relationships and has established appropriate reserves.

Non-performing assets, which include non-performing loans, other real estate owned and repossessed assets, totaled $7,954,000 at December 31, 2006 and $14,108,000 at December 31, 2005. This represents .76% of total assets at December 31, 2006 compared to 1.47% at December 31, 2005. The largest decrease in other real estate owned in 2006 was the sale of two parcels of commercial real estate totaling approximately $3,000,000 that was added to other real estate owned as a result of deeds to the Bank in lieu of foreclosure in 2005. These properties were a part of the same relationship as the $1,400,000 commercial loan that was charged off.

The provision for loan losses was $1,825,000 for the year ended December 31, 2005, compared to $1,675,000 for 2004. The increase of $150,000 (9%) reflected a higher level of losses in the loan portfolio in 2005. For the year ended December 31, 2005, net charge offs were $1,458,000 or .20% of average loan balances compared to 2004 figures of $1,316,000 or .19% of average loan balances. Total non-accrual loans and loans past due 90 days or more were $9,045,000 (1.24% of loans outstanding) at December 31, 2005 compared to $5,145,000 (.72% of loans outstanding) at December 31, 2004. As the non-performing loan balances increased, the ratio of the allowance to nonperforming loans (coverage ratio) decreased from 140% at the end of 2004 to 84% at the end of 2005. The increase in non-performing loans and the decrease in the coverage ratio were the result of two commercial loan relationships, one for $2,400,000, that is collateralized with business assets, was placed on non-accrual status in the third quarter of 2005, and the second for $2,600,000, that is collateralized with commercial real estate, was placed on non-accrual status in the fourth quarter of 2005.

The allowance for loan losses as a percentage of total loans was .85% on December 31, 2006, which was down from the 1.04% at December 31, 2005. The change in the loan loss percentage was the result of the decrease in the amount of the allowance allocated to impaired loans. The amount of the allowance allocated to impaired loans at year end 2006 was $1,783,000, which was down 43% from the $3,136,000 at year end 2005. The largest decrease in allocated reserves was the $1,400,000 relationship charged off in the third quarter of 2006. Management believes the current level of the allowance for loan losses is sufficient to absorb probable incurred losses in the loan portfolio. Management continues to monitor the loan portfolio closely and believes the increase in the provision for loan losses is directionally consistent with the lower levels of impairments and non-performing loans.

Monitoring loan quality and maintaining an adequate allowance is an ongoing process overseen by senior management and the loan review function. On at least a quarterly basis, a formal analysis of the adequacy of the allowance is prepared and reviewed by management and the Board of Directors. This analysis serves as a point in time assessment of the level of the allowance and serves as a basis for provisions for loan losses. The loan quality monitoring process includes assigning loan grades and the use of a watch list to identify loans of concern.

For additional information on the allowance for loan losses see the critical accounting policies section of this discussion.

Table 4—Analysis of the allowance for losses for the periods indicated:


	Year ended at December 31,
	2006			2005			2004			2003			2002
	(Dollars in thousands)
Balance of allowance at beginning of period	$	7,581		$	7,214		$	6,855		$	6,408		$	4,244
Recoveries of loans previously charged off:
Commercial loans		41			67			8			5			10
Consumer loans		40			11			2			26			9
Mortgage loans		0			0			0			1			6

Total recoveries		81			78			10			32			25

Loans charged off:
Commercial loans		2,208			1,127			936			335			152
Consumer loans		185			277			360			226			211
Mortgage loans		51			132			30			114			115

Total charge-offs		2,444			1,536			1,326			675			478

Net charge-offs		(2,363	)		(1,458	)		(1,316	)		(643	)		(453	)
Provision for loan losses		1,700			1,825			1,675			1,090			1,235
Merger adjustment		0			0			0			0			1,382

Balance of allowance at end of period	$	6,918		$	7,581		$	7,214		$	6,855		$	6,408

Net charge-offs to average loans outstanding for period		.30	%		.20	%		.19	%		.10	%		.10	%

Allowance at end of period to loans at end of period		.85	%		1.04	%		1.00	%		1.04	%		1.06	%

Allowance to nonperforming loans at end of period		139.11	%		83.81	%		140.21	%		197.38	%		153.60	%

NON-INTEREST INCOME

Table 5—Major Components of non-interest income (in thousands)


	Year ended December 31,						Percentage Increase/(Decrease)
Non-interest income:	2006		2005		2004		2006/2005		2005/2004
Service charges and fees	$	5,976	$	4,297	$	3,680	39	%	17	%
Gain on sale of securities		0		0		10	0		(100	)
Gains on sale of real estate loans		1,056		965		1,281	9		(25	)
Trust fee income		1,088		928		779	17		19
Bankcard transaction revenue		1,298		1,050		812	24		29
Company owned life insurance earnings		700		472		485	48		(3	)
Other		1,670		1,373		1,224	22		12

Total non-interest income	$	11,788	$	9,085	$	8,271	30	%	10	%

Total non-interest income increased $2,703,000 (30%) in 2006 from $9,085,000 in 2005 to $11,788,000 in 2006. Increases for 2006 included service charges and fees (up $1,679,000, 39%), bankcard transaction revenue (up $248,000, 24%), trust fee income (up $160,000, 17%), gains on the sale of real estate loans (up $91,000, 9%), and standby letters of credit fees (up $53,000, 12%). Other non-interest income included $202,000 in gains on the payoff of certain Federal Home Loan Bank advances, due to the reversal of the remaining purchase accounting adjustment on such advances, which was offset with $264,000 in losses from the sale of other

real estate owned. The Federal Home Loan Bank long-term advances were callable advances that were part of the assets purchased in 2002, and were assumed at their fair value at the date of purchase. As rates have risen, the assumed advances’ fair value had fallen below the amortized liability as of the date they were called thus resulting in the gain. The losses on the sale of other real estate were $133,000 more in 2006 than the losses in 2005.

Contributing to the growth in service charges and fees was revenue from cash management products and service charge fees from the Bank’s new overdraft program that was implemented in the third quarter of 2006. This program allows qualified customers the courtesy of the Bank paying items that overdraw the account up to a set limit. This new program contributed to the $1,271,000 or 63% increase in overdraft revenue from $2,024,000 in 2005 to $3,295,000 in 2006. In 2005, the Bank began to provide a new cash management product by offering the service of consolidating returned checks for specific customers. The new cash management products included increased lockbox revenue and fees from the Bank’s consolidated returns product. The related fees from the new lockbox customers and the consolidated returns was approximately $338,000 or 47% higher in 2006 as compared to 2005. The consolidating of returns helps national and regional retailers save money by routing the returned checks of their customers to one financial institution, versus through multiple local depository banks.

The increase in bankcard transaction revenue reflects consumers continued acceptance of electronic forms of payments and the resulting growth in usage of the Bank’s debit and credit card products.

The increase in trust fee income was a result of continued new business development and equity market advances. At year-end 2006, total trust assets stood at $229,000,000 compared to $269,000,000 at the end of 2005. Contributing to the decrease in total trust assets was the departure of a custodial relationship. The fees charged on custodial relationships are significantly less than for other trust relationships.

Total non-interest income increased $814,000 (10%) in 2005 from $8,271,000 in 2004 to $9,085,000 in 2005. Increases for 2005 included service charges and fees (up $617,000, 17%) bankcard transaction revenue (up $238,000, 29%), standby letters of credit fees (up $193,000, 76%), trust fee income (up $149,000, 19%), and were offset by lower gains on the sale of real estate loans (down $316,000, 25%).

Contributing to the increase in service charges in 2005 was lockbox revenue and fees from the Bank’s consolidated returns product, which offset the effects that rising interest rates had on service charges. Rising interest rates reduce service charges and fees, as the earnings credit rate used to offset service charges increased. Service charges in 2005 included the earnings from several new large lockbox customers. The volume of lockbox items processed increased 400% in March of 2005 compared to February of 2005 as a result of these customers. In 2005, the Bank began to provide a new cash management product by offering the service of consolidating returned checks for specific customers. The related fees from the new lockbox customers and the consolidated returns were approximately $716,000 in 2005.

NON-INTEREST EXPENSE

Table 6—Major Components of non-interest expense (in thousands)


	Year ended December 31,						Percentage Increase/(Decrease)
Non-interest expense:	2006		2005		2004		2006/2005		2005/2004
Salaries and employee benefits	$	14,950	$	12,228	$	10,386	22	%	18	%
Occupancy and equipment		4,076		3,881		3,357	5		16
Data processing		1,256		1,393		1,278	(10	)	9
Advertising		740		618		630	20		(2	)
ATM processing fees		820		674		572	22		18
Outside service fees		934		828		734	13		13
State bank taxes		1,192		1,007		870	20		16
Amortization of intangible assets		645		646		645	0		0
Other		4,529		3,886		3,130	16		24

Total non-interest expense	$	29,142	$	25,161	$	21,602	16	%	16	%

Non-interest expense increased $3,981,000 (16%) to $29,142,000 for 2006, compared to $25,161,000 in 2005. The largest increase in non-interest expense was in salaries and benefits, which increased $2,722,000 (22%) in 2006 compared to 2005. The increase in salaries and benefits included the additional compensation cost for added staffing for the Bank’s cash management operations center, which opened in February of 2005, and $755,000 in compensation cost for stock options. The Company recorded this stock option expense of $755,000 in 2006 in accordance with FAS 123(R), adopted on January 1, 2006. For comparison purposes, applying the new standards of FAS 123(R) to 2005 would have resulted in recording stock option compensation expense of $633,000. The operations center was opened to handle the increased lockbox item volume and expanded cash management product offerings, such as the service of consolidating returned checks. Other areas where additional staff was added in 2005 and 2006 included commercial and consumer lending, credit review, information technology, human resources, audit and accounting. Other expenses in 2006 included an increase of $215,000 in expenses associated with other real estate owned properties from $55,000 in 2005 to $270,000 in 2006. These expenses reflect the cost of maintaining these properties.

Non-interest expense increased $3,559,000 (16%) to $25,161,000 for 2005, compared to $21,602,000 in 2004. The largest increases in non-interest expense were in salaries and benefits and occupancy and equipment, which increased $1,842,000 (18%) and $524,000(16%) respectively in 2005 compared to the same period in 2004. The Bank made significant investments in staff and equipment in 2005 to take advantage of new revenue sources, to strengthen the Bank and to meet growing challenges in the regulatory environment. The largest investment made in 2005 was the opening of Bank’s cash management operations center in February of 2005. This center was opened to increase the Bank’s capacity in existing lines of business and to offer new cash management products. The investment in this center included over $700,000 in new equipment and software, 8,750 square feet of office space and 25 additional employees. Other areas where additional staff was added included commercial and consumer lending, credit review, information technology, human resources, audit and accounting. Other expenses in 2005 also included for the first time a $143,000 expense for the Bank’s investment in a low-income housing project. This before tax expense was offset with the reduction of Federal income tax expense resulting from recognition of a $133,000 low-income housing tax credit.

TAX EXPENSE

Federal income tax expense increased $192,000 (4%) to $4,787,000 for 2006 compared to $4,595,000 for 2005. The effective tax rate was 31.4% for 2006, which was a increase of .2% from 31.2% in 2005.

Federal income tax expense decreased $334,000 (7%) to $4,595,000 for 2005 compared to $4,929,000 for 2004, due to a $133,000 low-income housing tax credit and a lower effective tax rate. The effective tax rate was 31.2% for 2005, which was a decrease of 1.7% from 32.9% in 2004. In addition to the low income tax credit, a higher level of tax free income contributed to the decrease in the effective rate.

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

The Bank enters into certain contractual obligations in the ordinary course of operations. Table 7 presents, as of December 31, 2006, the Bank’s significant fixed and determinable contractual obligations by payment date. The required payments under these contacts represent future cash requirements of the Bank. The payment amounts represent those amounts due to the recipient plus the unamortized premium on the FHLB advances.

Table 7—Contractual obligations (in thousands)


	Maturity by period
	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
FHLB advances	$	6,110		—		—	$	6,110		—
Subordinated debentures		17,526		—		—		—		17,526
Other notes payable		271		17		33		33		188
Northern Kentucky University arena naming rights		6,000		—		2,000		2,000		2,000
Lease commitments		4,185		861		1,599		903		822

Total	$	34,092	$	878	$	3,632	$	9,046	$	20,536

In order to meet the financing needs of its customers, the Bank is also a party to certain financial instruments with off-balance sheet risk in the normal course of business. These financial instruments include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the Corporation’s consolidated balance sheets. Table 8 presents, as of December 31, 2006, the Bank’s significant off-balance sheet commitments.

Lease commitments represent the total minimum lease payments under noncancelable leases.

Table 8—Significant Off-Balance Sheet Commitments (in thousands)


	Maturity by period
	Total		Less than 1 year		1-3 Years		3-5 Years		More than 5 Years
Unused lines of credit and loan commitments	$	253,420	$	159,316	$	26,189	$	12,442	$	55,473
Standby letters of credit		69,415		49,217		13,380		3,775		3,043
FHLB letters of credit		98,300		98,300		—		—		—

Unused lines of credit and loan commitments assure a borrower of financing for a specified period of time at a specified rate. The risk to the Bank under such commitments is limited to the terms of the contracts. For example, the Bank may not be obligated to advance funds if the customer’s financial condition deteriorates or if the customer fails to meet specific covenants. An approved, but unfunded, loan commitment represents a potential credit risk once the funds are advanced to the customer. The unused lines of credit and loan commitments also represent a future cash requirement, but this cash requirement will be limited since many commitments are expected to expire or only be used partially.

Stand-by letters of credit represent commitments by the Bank to repay a third-party beneficiary when a customer fails to repay a loan or debt instrument. The terms and risk of loss involved in issuing stand-by letters of credit are similar to those involved in issuing loan commitments and extending credit. In addition to credit risk, the letters of credit could present an immediate cash requirement if the obligations require funding.

The Bank maintains letters of credit from the FHLB to collateralize public funds deposits. These letters of credit reduce the Bank’s available borrowing line at the FHLB.

On March 3, 2005, the Bank entered into an agreement with Northern Kentucky University whereby the University will grant to the Bank the naming rights for the new Northern Kentucky University Arena to be constructed on the campus of the University for a term commencing immediately upon execution of the document and expiring twenty years after the opening of the Arena. In consideration therefore the Bank will pay the lesser of 10% of the total construction cost of the Arena or $6,000,000, such sum to be paid in seven equal annual installments beginning after substantial completion and opening of the Arena. The cost of the naming rights will be amortized over the life of the contract commencing on the opening of the Arena.

Further discussion of the Bank’s contractual obligations and off-balance sheet activities is included in Note 14 of the Corporation’s consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity refers to the availability of sufficient levels of cash to fund operations, such as meeting deposit withdrawals, funding loan commitments, paying expenses and meeting its quarterly payment obligations under certain subordinated debentures issued by BKFC in connection with the issuance of floating rate redeemable trust preferred securities issued by BKFC’s unconsolidated trust subsidiary. The source of the funds for BKFC’s debt obligations is dependent on the Bank and BKFC’s line of credit. During 2006, the Bank funded its loan growth with growth in deposits and equity. At December 31, 2006, the Bank’s customers had available $287,088,000 in unused lines and letters of credit, and the Bank has further extended loan commitments totaling $35,747,000. Historically, many such commitments have expired without being drawn and, accordingly, do not represent future cash commitments.

If needed, the Bank has the ability to borrow term and overnight funds from the Federal Home Loan Bank or other financial intermediaries. In addition BKFC has a $10,000,000 line of credit

with U.S Bank that had $500,000 outstanding at December 31, 2006. Further, the Bank has $106,926,000 of securities designated as available-for-sale and an additional $2,352,000 of held-to-maturity securities that mature within one year that can serve as sources of funds. Management is satisfied that BKFC’s liquidity is sufficient at December 31, 2006 to meet known and potential obligations.

As illustrated in the Company’s statement of cash flows, the net change in cash and cash equivalents resulted in a decrease of $16,485,000. Net income provided $10,452,000 of the $11,263,000 in the Bank’s cash flows from operating activities, while the largest cash outflow from investing activities was in the form of an increase in loans of $89,817,000. The largest source of cash from financing activities came from the increase of $83,317,000 in deposits.

Both BKFC and the Bank are required to comply with capital requirements promulgated by their primary regulators. These regulations and other regulatory requirements limit the amount of dividends that may be paid by the Bank to BKFC and by BKFC to its shareholders. In 2006, BKFC paid cash dividends of $.38 per share totaling $2,217,000.

The FDIC has issued regulations that relate a bank’s deposit insurance assessment and certain aspects of its operations to specified capital levels. A “well-capitalized” bank, one with a leverage ratio of 5% or more and a total risk-based capital ratio of 10% or more, and no particular areas of supervisory concern, pays the lowest premium and is subject to the fewest restrictions. The Bank’s capital levels and ratios exceed the regulatory definitions of well-capitalized institutions. At December 31, 2006, BKFC’s leverage and total risk-based capital ratios were 9.13% and 10.20%, respectively, which exceed all required ratios established for bank holding companies.

ADOPTION OF NEW ACCOUNTING STANDARDS:

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R),Share-based Payment, using the modified prospective transition method. Accordingly, the Corporation has recorded stock-based employee compensation cost using the fair value method starting in 2006. For 2006, adopting this standard resulted in a reduction of income before income taxes of $775, a reduction in net income of $703, and a decrease in basic and diluted earnings per share of $.12 and $ .12.

Prior to January 1, 2006, employee compensation expense under stock options was reported using the intrinsic value method; therefore, no stock-based compensation cost is reflected in net income for the years ending December 31, 2005 and 2004, as all options granted had an exercise price equal to or greater than the market price of the underlying common stock at date of grant.

misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. The amount so recorded is shown as a cumulative effect adjustment is recorded in opening retained earnings as of January 1, 2006.

The Corporation applied the SAB 108 cumulative catch-up treatment for a liability related to the calculation of the Ohio franchise tax. In 2006, the Corporation determined that it had inappropriately calculated the apportionment of income to the state of Ohio in determining its liability for Ohio franchise tax for the previous five years from 2001 to 2005. The cumulative adjustment for the five years was an increase in other liabilities for the estimated amounts due for Ohio franchise tax of $577,000 with a $379,000 adjustment to opening retained earnings, net of an adjustment to federal income taxes included in other assets of $198,000.

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R). This Statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its balance sheet, beginning with year end 2006, and to recognize changes in the funded status in the year in which the changes occur through comprehensive income beginning in 2007. Additionally, defined benefit plan assets and obligations are to be measured as of the date of the employer’s fiscal year-end, starting in 2008. The adoption of this standard did not have a material impact on the Corporation’s financial statements.

EFFECT OF NEWLY ISSUED BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which 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. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management does not expect the adoption of this standard to have a material impact on the Corporation’s financial statements.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157,Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The new standard is effective for fiscal years beginning after November 15, 2007. The Corporation has not completed its evaluation of the impact of the adoption of SFAS No. 157.

In February 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 155,Accounting for Certain Hybrid Financial Instruments – an amendment to FASB Statements No. 133 and 140. This Statement permits fair value re-measurement for any hybrid financial instruments, clarifies which instruments are subject to the requirements of Statement No. 133, and establishes a requirement to evaluate interests in securitized financial assets and other items. The new standard is effective for financial assets acquired or issued after the beginning of the entity’s first fiscal year that begins after September 15, 2006. Management does not expect the adoption of this statement to have a material impact on its consolidated financial position or results of operations.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4,Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants’ employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. . The Corporation does not believe the adoption of this issue will have a material impact on the financial statements.

The In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-5,Accounting for Purchases of Life Insurance – Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance).This issue requires that a policyholder consider contractual terms of a life insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies in a group are surrendered at the same time, that the surrender value be determined based on the assumption that policies will be surrendered on an individual basis. Lastly, the issue discusses whether the cash surrender value should be discounted when the policyholder is contractually limited in its ability to surrender a policy. This issue is effective for fiscal years beginning after December 15, 2006. The Corporation does not believe the adoption of this issue will have a material impact on the financial statements.

Item 7A.

Quantitative and Qualitative Disclosure about Market Risk

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to interest rate risk, exchange rate risk, equity price risk or commodity price risk. The Bank does not maintain a trading account for any class of financial instrument and is not currently subject to foreign currency exchange rate risk, equity price risk or commodity price risk. The Bank’s market risk is composed primarily of interest rate risk.

The Bank utilizes an earnings simulation model to measure and define the amount of interest rate risk it assumes. Interest rate risk is the potential for economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a decline in fair market values. Interest rate risk results from the fact that the interest sensitive assets and liabilities can adjust their rates at different times and by different amounts. The goal of asset/liability management is to maintain a high, yet stable, net interest margin and to manage the effect that changes in market interest rates will have on net interest income. A common measure of interest rate risk is interest rate “gap” measurement. The gap is the difference, in dollars, between the amount of interest-earning assets and interest-bearing liabilities that will reprice within a certain time frame. Repricing can occur when an asset or liability matures or, if an adjustable rate instrument, when it can be adjusted. Typically, the measurement will focus on the interest rate gap position over the next twelve months. An institution is said to have a negative gap position when more interest-bearing liabilities reprice within a certain period than do interest-earning assets, and a positive gap position when more interest-earning assets reprice than interest-bearing liabilities. Interest rate gap is considered an indicator of the effect that changing rates may have on net interest income. Generally, an institution with a negative gap will benefit from declining market interest rates and be negatively impacted by rising interest rates. The Bank currently is in a negative gap position, $72,882,000 (6.93%), and as a result would, without considering other factors, generally benefit from lower rates and would be negatively impacted by higher interest rates.

At December 31, 2006, BKFC’s twelve-month interest rate gap position, as measured by the bank’s asset/liability model, was negative. Over the succeeding twelve months, interest rate sensitive liabilities exceed interest rate sensitive assets by $72,882,000 (6.93% of total assets). At December 31, 2005, the one-year interest rate gap was positive $89,512,000 (9.35% of total assets). Contributing to the transition from an asset sensitive to liability sensitive position was the increase in money market account balances that are immediately repriceable and a shortening of the maturities of certificates of deposits. An assumption, based on historical behavior, contributing to the Company’s gap position is that the balances in NOW and Savings accounts react within a two-year timeframe to market rate changes, rather than reacting immediately. These instruments are not tied to specific indices and are only influenced by market conditions and other factors. The Bank’s experience with NOW and Savings accounts has been that they have repriced at a pace equal to approximately 25% of a prime change. Accordingly, a general movement in interest rates may not have any immediate effect on the rates paid on those deposit accounts.

The Bank’s asset/liability management policy establishes guidelines governing the amount of interest income at risk, market value at risk and parameters for the gap position. Management continually monitors these risks through the use of gap analysis and the earnings simulation model. The simulation model is used to estimate and evaluate the impact of changing interest rates on earnings and market value. The model projects the effect of instantaneous movements in interest rates of both 100 and 200 basis points. The changes in market values for these rate assumptions are within the Bank’s acceptable ranges. The assumptions used in the simulation are inherently uncertain and, as a result, the model cannot precisely measure future net interest income. The results of the model are used by management to approximate the results of rate changes and do not indicate actual expected results. Actual results will differ from the model’s

simulated results due to timing, frequency of interest rate changes as well as changes in various management strategies. Additionally, as seen in 2006, actual results can differ materially from the model if interest rates do not move equally across the yield curve. To illustrate, yields on loans tied to the prime rate and deposits tied to short-term indices rose dramatically in 2006, while yields on loans tied to longer-term indices rose only modestly in 2006.

The difference in the estimates of net interest income change, as shown below, between 2005 to 2006 was a result of the same influences that switched the gap position from asset sensitive to liability sensitive. As shown below, the December 31, 2006 simulation analysis indicates that the Company is in a relatively neutral interest rate sensitive position and any instantaneous movements would have a negligible effect on net interest income.

Net interest income estimates are summarized below.


	Net Interest Income Change
	2006		2005
Increase 200 bp	(0.17	)%	5.33	%
Increase 100 bp	0.01		3.03
Decrease 100 bp	(0.02	)	(3.15	)
Decrease 200 bp	(0.54	)	(7.16	)

The table below provides information about the quantitative market risk of interest sensitive instruments at December 31, 2006 (dollars in thousands) and shows the contractually repricing intervals, and related average interest rates, for each of the next five years and thereafter. As discussed above, while this table uses the contractual repricing intervals for NOW and savings accounts and therefore reflects the Bank’s ability to adjust rates on those accounts at any time, the Bank’s interest rate risk model incorporates assumptions based on historical behavior to determine the expected repricing of these deposits. The amounts included in loans excludes allowance for loan losses, deferred fees, in process accounts and purchase accounting adjustments:

Table 9—Balance sheet repricing data (in thousands)


	2007		2008		2009		2010		2011		Thereafter		Total	Fair Value
Repricing in:
Federal Funds Sold	18,135		—		—		—		—		—		18,135	18,135
Average Interest Rate	5.14	%	—		—		—		—		—		—	—
Interest Bearing Deposits	100		—		—		—		—		—		100	100
Average Interest Rate	3.40	%	—		—		—		—		—		—	—
Securities	75,949		16,684		3,134		12,408		2,455		8,324		118,954	118,741
Average Interest Rate	4.32	%	4.24	%	4.70	%	4.93	%	4.89	%	3.62	%
FHLB Stock	4,537		—		—		—		—		—		4,537	4,537
Average Interest Rate	6.61		—		—		—		—		—		—	—
Loans	475,833		120,999		107,292		35,560		65,024		12,076		816,784	809,828
Average Interest Rate	7.76	%	6.74	%	7.37	%	6.98	%	7.56	%	7.18	%	—	—

Liabilities
Savings, NOW, MMA	442,381		—		—		—		—		—		442,381	442,381
Average Interest Rate	3.81	%	—		—		—		—		—		—	—
CD’s and IRA’s	262,793		49,856		8,613		653		612		—		322,527	322,191
Average Interest Rate	4.74	%	4.81	%	4.90	%	4.59	%	4.82	%	—		—	—
Borrowings	15,960		—		—		—		—		—		15,960	15,960
Average Interest Rate	3.83	%	—		—		—		—		—		—	—
Notes Payable	17,000		—				6,110				797		23,907	23,845
Average Interest Rate	8.72	%	—		—		3.05	%	—		3.67	%	—	—

Item 8.

Financial Statements and Supplementary Data

THE BANK OF KENTUCKY

FINANCIAL CORPORATION

FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

THE BANK OF KENTUCKY FINANCIAL CORPORATION

Florence, Kentucky

FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		46

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS		48

CONSOLIDATED STATEMENTS OF INCOME		49

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY		50

CONSOLIDATED STATEMENTS OF CASH FLOWS		51

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		52

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON

CONSOLIDATED FINANCIAL STATEMENTS

Board of Directors and Shareholders

The Bank of Kentucky Financial Corporation

Crestview Hills, Kentucky

We have audited the accompanying consolidated balance sheets of The Bank of Kentucky Financial Corporation as of December 31, 2006 and 2005 and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Bank of Kentucky Financial Corporation as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company changed its accounting for stock based compensation in the year ending December 31, 2006. Also as discussed in Note 1, the Company adopted Staff Accounting Bulletin 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatement in the Current Year Financial Statements” and accordingly adjusted assets and liabilities at the beginning of 2006 with an offsetting adjustment to the opening balance of retained earnings.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of The Bank of Kentucky Financial Corporation’s internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2007 expressed an unqualified opinion thereon.


		Crowe Chizek and Company LLC
Columbus, Ohio
February 24, 2007

THE BANK OF KENTUCKY FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2006 and 2005

(Dollar amounts in thousands, except per share amounts)


	2006			2005
ASSETS
Cash and due from banks	$	36,724		$	40,686
Federal funds sold and other short-term investments		18,135			30,658

Total cash and cash equivalents		54,859			71,344
Interest bearing deposits with banks		100			100
Available-for-sale securities		106,926			79,552
Held-to-maturity securities
(Fair value of $11,815 and $14,551)		12,028			14,823
Loans held for sale		4,009			1,609
Loans, net of allowance ($6,918 and $7,581)		807,183			723,478
Premises and equipment-net		17,069			17,479
Federal Home Loan Bank stock, at cost		4,537			4,283
Goodwill		9,867			9,867
Acquisition intangibles		2,290			2,935
Cash surrender value of life insurance		19,779			19,078
Accrued interest receivable and other assets		12,916			12,790

	$	1,051,563		$	957,338

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Deposits
Noninterest bearing deposits	$	149,519		$	135,620
Interest bearing deposits		764,908			695,490

Total deposits		914,427			831,110
Short-term borrowings		15,960			4,225
Notes payable		23,907			34,291
Accrued expenses and other liabilities		10,386			7,265

		964,680			876,891
Commitments and contingent liabilities		—			—
Shareholders’ equity
Common stock, no par value, 15,000,000 shares authorized, 5,794,699 (2006) and 5,884,079 (2005) shares issued		3,098			3,098
Additional paid-in capital		6,207			7,888
Retained earnings		77,825			69,969
Accumulated other comprehensive income (loss)		(247	)		(508	)

		86,883			80,447

	$	1,051,563		$	957,338

See accompanying notes.

THE BANK OF KENTUCKY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)


	2006		2005		2004
Interest income
Loans, including related fees	$	59,131	$	47,836	$	39,896
Securities
Taxable		3,184		1,790		1,129
Tax exempt		379		420		362
Other		923		709		204

		63,617		50,755		41,591

Interest expense
Deposits		26,715		16,035		9,813
Borrowings		2,609		2,097		1,785

		29,324		18,132		11,598

Net interest income		34,293		32,623		29,993

Provision for loan losses		1,700		1,825		1,675

Net interest income after provision for loan losses		32,593		30,798		28,318

Non-interest income
Service charges and fees		5,976		4,297		3,680
Gain on sale of real estate loans		1,056		965		1,281
Gain on sale of securities		—		—		10
Trust fee income		1,088		928		779
Bankcard transaction revenue		1,298		1,050		812
Other		2,370		1,845		1,709

		11,788		9,085		8,271

Non-interest expense
Salaries and employee benefits		14,950		12,228		10,386
Occupancy and equipment		4,076		3,881		3,357
Data processing		1,256		1,393		1,278
Advertising		740		618		630
ATM processing fees		820		674		572
Outside service fees		934		828		734
State bank taxes		1,192		1,007		870
Amortization of intangible assets		645		646		645
Other		4,529		3,886		3,130

		29,142		25,161		21,602

Income before income taxes		15,239		14,722		14,987

Federal income taxes		4,787		4,595		4,929

Net income	$	10,452	$	10,127	$	10,058

Per share data
Earnings per share	$	1.79	$	1.71	$	1.69

Earnings per share, assuming dilution	$	1.78	$	1.70	$	1.68

See accompanying notes.

THE BANK OF KENTUCKY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ EQUITY

Years ended December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)


	Shares		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
Balance January 1, 2004	5,972,049		$	3,098	$	10,528		$	52,926		$	137		$	66,689

Comprehensive income
Net income	—			—		—			10,058			—			10,058
Change in net unrealized gain (loss), net of tax	—			—		—			—			(235	)		(235	)

Total comprehensive income															9,823
Cash dividends - $.23 per share	—			—		—			(1,370	)		—			(1,370	)
Exercise of stock options, including tax benefit	30,930			—		701			—			—			701
Repurchase and retirement of common shares	(75,000	)		—		(2,179	)		—			—			(2,179	)

Balance December 31, 2004	5,927,979			3,098		9,050			61,614			(98	)		73,664

Comprehensive income
Net income	—			—		—			10,127			—			10,127
Change in net unrealized gain (loss), net of tax	—			—		—			—			(410	)		(410	)

Total comprehensive income															9,717
Cash dividends - $.30 per share	—			—		—			(1,772	)		—			(1,772	)
Exercise of stock options, including tax benefit	5,800			—		126			—			—			126
Repurchase and retirement of common shares	(49,700	)		—		(1,288	)		—			—			(1,288	)

Balance December 31, 2005	5,884,079			3,098		7,888			69,969			(508	)		80,447

Cumulative adjustment related to SAB 108 adoption	—			—		—			(379	)		—			(379	)
Comprehensive income
Net income	—			—		—			10,452						10,452
Change in net unrealized gain (loss), net of tax	—			—		—			—			261			261

Total comprehensive income															10,713
Cash dividends - $.38 per share	—			—		—			(2,217	)		—			(2,217	)
Stock-based compensation expense	—			—		775			—			—			775
Exercise of stock options, including tax benefit	29,020			—		621			—			—			621
Repurchase and retirement of common shares	(118,400	)		—		(3,077	)		—			—			(3,077	)

Balance December 31, 2006	5,794,699		$	3,098	$	6,207		$	77,825		$	(247	)	$	86,883

See accompanying notes.

THE BANK OF KENTUCKY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2006, 2005 and 2004

(Dollar amounts in thousands)


	2006			2005			2004
Cash flows from operating activities
Net income	$	10,452		$	10,127		$	10,058
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		1,255			1,390			1,304
Net amortization (accretion) on securities		(824	)		25			173
Provision for loan losses		1,700			1,825			1,675
Federal Home Loan Bank stock dividend		(254	)		(208	)		(163	)
Securities gains		—			—			(10	)
Amortization of acquisition intangibles		645			646			645
Earnings on life insurance		(701	)		(472	)		(485	)
Loss on sale/write-down of other real estate		224			123			51
Gains on sales of loans		(1,056	)		(965	)		(1,281	)
Proceeds from loans sold		80,814			81,356			93,934
Origination of loans held for sale		(82,158	)		(80,609	)		(93,027	)
Stock based compensation expense		775			—			—
Net change in:
Accrued interest receivable and other assets		(2,153	)		(1,903	)		84
Accrued expenses and other liabilities		2,544			2,334			568

Net cash from operating activities		11,263			13,669			13,526

Cash flows from investing activities
Net change in interest-bearing deposits with banks		—			(100	)		1,935
Proceeds from maturities and principal reductions of held-to-maturity securities		2,778			4,100			3,900
Purchase of held-to-maturity securities		—			(6,883	)		(865	)
Proceeds from maturities and sales of available-for-sale securities		113,967			28,902			48,371
Purchase of available-for-sale securities		(140,098	)		(56,883	)		(56,661	)
Loans made to customers, net of principal collections		(89,817	)		(17,987	)		(60,790	)
Property and equipment expenditures, net		(1,074	)		(2,850	)		(1,471	)
Purchase of Company owned life insurance		—			(6,500	)		—
Proceeds from the sale of other real estate		6,150			1,064			95

Net cash from investing activities		(108,094	)		(57,137	)		(65,486	)

Cash flows from financing activities
Net change in deposits		83,317			78,327			54,200
Net change in short-term borrowings		11,735			(4,936	)		814
Payments on notes payable		(10,033	)		(3,042	)		(37	)
Dividends paid on common stock		(2,217	)		(1,772	)		(1,370	)
Stock repurchase and retirement		(3,077	)		(1,288	)		(2,179	)
Proceeds from exercise of stock options		621			117			617

Net cash from financing activities		80,346			67,406			52,045

Net change in cash and cash equivalents		(16,485	)		23,938			85

Cash and cash equivalents at beginning of year		71,344			47,406			47,321

Cash and cash equivalents at end of year	$	54,859		$	71,344		$	47,406

Supplemental cash flow information:
Cash paid for interest	$	27,666		$	16,550		$	11,389
Cash paid for income taxes		4,203			4,920			4,638
Supplemental noncash disclosures:
Transfers from loans to other real estate	$	4,292		$	4,416		$	340
Transfers from property and equipment to other real estate		—			400			—

See accompanying notes.

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: The consolidated financial statements include the accounts of The Bank of Kentucky Financial Corporation (the Company) and its wholly owned subsidiary, The Bank of Kentucky (the Bank). Intercompany transactions are eliminated in consolidation.

Description of Business: The Company provides financial services through its subsidiary, which operates primarily in Boone, Campbell, Grant and Kenton counties in northern Kentucky. Operations consist of generating commercial, mortgage and consumer loans and accepting deposits from customers. The loan portfolio is diversified and the ability of debtors to repay loans is not dependent upon any single industry. The majority of the institution’s loans are secured by specific items of collateral including business assets, real property and consumer assets.

Use of Estimates: To prepare financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses and the fair values of financial instruments are particularly subject to change.

Securities: Securities are classified as held-to-maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Securities are classified as available-for-sale when they might be sold before maturity. Available-for-sale securities are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income. Other securities such as Federal Home Loan Bank stock are carried at cost.

Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments. Gains and losses on sales are based on the amortized cost of the security sold. Securities are written down to fair value when a decline in fair value is not temporary.

Declines in the fair value of securities below their cost that are other than temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers: (1) the length of time and extent that fair value of securities have been below their cost, (2) the financial condition and near term prospects of the issuer, and (3) the Company’s ability and intent to hold the security for a period sufficient to allow for any anticipated recovery in fair value.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Loans Held For Sale: The Bank originates loans for sale, servicing released, to secondary market brokers. Loans held for sale are loans which have been closed and are awaiting delivery to these brokers. They are reported at the lower of cost or market, on an aggregate basis. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Most loans are sold servicing released such that there would be no servicing asset recognized upon the sale.

Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned interest, deferred loan fees and costs, and an allowance for loan losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments

Interest income on mortgage and commercial loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection. Interest income is not reported when full loan repayment is in doubt, typically when the loan is impaired or payments are significantly past due.

All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses: The allowance for loan losses is a valuation allowance for probable incurred credit losses, increased by the provision for loan losses and decreased by charge-offs less recoveries. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired. The general component covers non-classified loans and is based on historical loss experience adjusted for current factors.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature such as residential mortgage, consumer, and credit card loans, and on an individual loan basis for other loans. Large groups of smaller balance homogeneous loans, such as consumer and residential real estate loans, are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Buildings and related components are depreciated using the straight-line method with useful lives ranging from 10 to 25 years. Leasehold improvements are depreciated using the straight-line method over the lesser of the useful life of the asset or the length of the lease. Furniture, fixtures and equipment are depreciated using the straight-line method with useful lives ranging from 3 to 10 years.

Other Real Estate: Other real estate acquired through or instead of foreclosure is initially recorded at fair value when acquired, establishing a new cost basis. Expenses incurred in carrying other real estate are charged to operations as incurred. A total of $2,981 and $5,063 of other real estate was owned on December 31, 2006 and 2005 and included in other assets.

Company Owned Life Insurance: The Company has purchased life insurance policies on certain key executives. Company owned life insurance is recorded at its cash surrender value, or the amount that can be realized.

Goodwill and Other Intangible Assets: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. Goodwill is assessed at least annually for impairment and any such impairment will be recognized in the period identified.

Other intangible assets consist of core deposit and acquired customer relationship intangible assets arising from whole bank and branch acquisitions. They are initially measured at fair value and then are amortized on the straight-line method over their estimated useful lives of eight years for the core deposit intangible and seven years for the customer relationship intangible.

Repurchase Agreements: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Stock Based Compensation: Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R),Share-based Payment, using the modified prospective transition method. Accordingly, the Company has recorded stock-based employee compensation cost using the fair value method starting in 2006. For 2006, adopting this standard resulted in a reduction of income before income taxes of $775, a reduction in net income of $703, and a decrease in basic and diluted earnings per share of $.12 and $ .12.

The following table illustrates the effect on net income and earnings per share if expense was measured using the fair value recognition provisions of FASB Statement No. 123,Accounting for Stock-Based Compensation,for the years ending December 31.


	2005		2004
Net income as reported	$	10,127	$	10,058
Deduct: Stock-based compensation expense determined under fair value based method		575		546

Pro forma net income		9,552		9,512

Basic earnings per share as reported		1.71		1.69
Pro forma basic earnings per share		1.62		1.60

Diluted earnings per share as reported		1.70		1.68
Pro forma diluted earnings per share		1.61		1.58

Income Taxes: Income tax expense is the amount of taxes payable for the current year plus or minus the change in deferred taxes. Deferred tax liabilities and assets are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. Recognition of deferred tax assets is limited by the establishment of a valuation allowance unless management concludes that they are more likely than not to result in future tax benefits to the Company.

Financial Instruments: Financial instruments include credit instruments, such as commitments to make loans and standby letters of credit, issued to meet customer financing needs. The face amount of these items represents the exposure to loss, before considering customer collateral or ability to repay.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Fair Value of Financial Instruments: Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there now are such matters that will have a material effect on the financial statements.

Cash Flows: Cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. The Company reports net cash flows for customer loan and deposit transactions, interest-bearing balances with banks and short-term borrowings with maturities of 90 days or less.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on securities available for sale which are also recognized as separate components of equity.

Dividend Restriction: Banking regulations require the maintenance of certain capital levels and may limit the amount of dividends which may be paid by the Bank to the Company or by the Company to its shareholders. See Note 15 for further discussion.

Long-term Assets: These assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Business Segment: Internal financial information is reported and aggregated in one line of business, banking. While the chief decision-makers monitor the revenue streams of the various products and services, the identifiable segments are not material and operations are managed and financial performance is evaluated on a Company-wide basis. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

Reclassifications: Some items in the prior year financial statements were reclassified to conform to the current presentation.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Adoption of New Accounting Standards: Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R),Share-based Payment. See “Stock Compensation” above for further discussion of the effect of adopting this standard.

SAB 108: In September 2006, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (SAB 108), which is effective for fiscal years ending on or after November 15, 2006. SAB 108 provides guidance on how the effects of prior-year uncorrected financial statement misstatements should be considered in quantifying a current year misstatement. SAB 108 requires public companies to quantify misstatements using both an income statement (rollover) and balance sheet (iron curtain) approach and evaluate whether either approach results in a misstatement that, when all relevant quantitative and qualitative factors are considered, is material. If prior year errors that had been previously considered immaterial now are considered material based on either approach, no restatement is required so long as management properly applied its previous approach and all relevant facts and circumstances were considered. Adjustments considered immaterial in prior years under the method previously used, but now considered material under the dual approach required by SAB 108, are to be recorded upon initial adoption of SAB 108. The amount so recorded is shown as a cumulative effect adjustment is recorded in opening retained earnings as of January 1, 2006.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

Effect of Newly Issued But Not Yet Effective Accounting Standards: In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”), which 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. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. Management does not expect the adoption of this standard to have a material impact on the Corporation’s financial statements.

In February 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 155,Accounting for Certain Hybrid Financial Instruments-an amendment to FASB Statements No. 133 and 140. This Statement permits fair value re-measurement for any hybrid financial instruments, clarifies which instruments are subject to the requirements of Statement No. 133, and establishes a requirement to evaluate interests in securitized financial assets and other items. The new standard is effective for financial assets acquired or issued after the beginning of the entity’s first fiscal year that begins after September 15, 2006. Management does not expect the adoption of this statement to have a material impact on its consolidated financial position or results of operations.

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4,Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants’ employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The Corporation does not believe the adoption of this issue will have a material impact on the financial statements.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-5,Accounting for Purchases of Life Insurance - Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance).This issue requires that a policyholder consider contractual terms of a life insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies in a group are surrendered at the same time, that the surrender value be determined based on the assumption that policies will be surrendered on an individual basis. Lastly, the issue discusses whether the cash surrender value should be discounted when the policyholder is contractually limited in its ability to surrender a policy. This issue is effective for fiscal years beginning after December 15, 2006. The Corporation does not believe the adoption of this issue will have a material impact on the financial statements.

NOTE 2 - SECURITIES

The fair value of available for sale securities and the related gains and losses recognized in accumulated other comprehensive income (loss) was as follows:


Available-for-Sale	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
2006
U.S. Government, federal agencies and Government sponsored enterprises	$	86,381	$	59	$	(340	)
U.S. Treasury		14,996		1		—
Mortgage-backed		4,194		9		(111	)
Corporate		1,355		—		—

	$	106,926	$	69	$	(451	)

	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
2005
U.S. Government, federal agencies and Government sponsored enterprises	$	72,709	$	4	$	(666	)
Mortgage-backed		5,438		20		(142	)
Corporate		1,405		—		—

	$	79,552	$	24	$	(808	)

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 2 - SECURITIES (Continued)

The carrying amount, unrecognized gains and losses, and fair value of securities held to maturity were as follows:


Held-to-Maturity	Carrying Amount		Gross Unrecognized Gains		Gross Unrecognized Losses			Fair Value
2006
Municipal and other obligations	$	12,028	$	13	$	(226	)	$	11,815

	$	12,028	$	13	$	(226	)	$	11,815

2005
Municipal and other obligations	$	14,823	$	16	$	(288	)	$	14,551

	$	14,823	$	16	$	(288	)	$	14,551

The fair value of debt securities and carrying amount, if different, at year-end 2006 by contractual maturity were as follows. Securities not due at a single maturity date, primarily mortgage backed securities, are shown separately.


	Available-for-Sale		Held-to-Maturity
	Fair Value		Carrying Value		Fair Value
Due in one year or less	$	72,237	$	2,352	$	2,340
Due after one year through five years		29,140		5,376		5,293
Due after five years through ten years		—		4,300		4,182
Due after ten years		1,355		—		—
Mortgage-backed		4,194		—		—

	$	106,926	$	12,028	$	11,815

Sales of available for sale securities were as follows:
	2006		2005		2004
Proceeds	$	—	$	—	$	3,016
Gross gains		—		—		15
Gross losses		—		—		(5	)

The tax benefit (provision) related to these net realized gains and losses was $0, $0 and $3, respectively.

At December 31, 2006 and 2005, securities with a carrying value of $96,655 and $90,478 were pledged to secure public deposits and repurchase agreements.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 2 - SECURITIES(Continued)

Securities with unrealized losses at year-end 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:


	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
2006
U.S. Government, federal agencies and government sponsored enterprises	$	6,707	$	(36	)	$	33,774	$	(304	)	$	40,481	$	(340	)
Mortgage-backed		715		(5	)		2,918		(106	)		3,633		(111	)
Municipal & other obligations		—		—			10,154		(226	)		10,154		(226	)

Total temporarily impaired	$	7,422	$	(41	)	$	46,846	$	(636	)	$	54,268	$	(677	)

Securities with unrealized losses at year end 2005 not recognized in income are as follows:

2005
U.S. Government, federal agencies and government sponsored enterprises	$	32,548	$	(232	)	$	23,686	$	(434	)	$	56,234	$	(666	)
Mortgage-backed		243		(0	)		3,669		(142	)		3,912		(142	)
Municipal & other obligations		8,554		(151	)		3,427		(137	)		11,981		(288	)

Total temporarily impaired	$	41,345	$	(383	)	$	30,782	$	(713	)	$	72,127	$	(1,096	)

Unrealized losses on these securities have not been recognized into income because the issuers bonds are of high credit quality (US government agencies and government sponsored enterprises and “A” rated or better Kentucky municipalities), management has the intent and ability to hold for the foreseeable future, and the decline in fair value is largely due to increases in market interest rates. The fair value is expected to recover as the bonds approach their maturity date and/or market rates decline.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 3 - LOANS

Year-end loans are as follows:


	2006			2005
Commercial	$	151,213		$	136,693
Residential real estate		181,534			183,644
Nonresidential real estate		359,943			295,326
Construction		95,812			89,847
Consumer		19,260			20,046
Municipal obligations		6,970			6,171

Gross loans		814,732			731,727
Less: Deferred loan origination fees		(631	)		(668	)
Allowance for loan losses		(6,918	)		(7,581	)

Net loans	$	807,183		$	723,478

Certain of the Company’s directors were loan customers of the Bank. A schedule of the aggregate activity in these loans follows:


	2006
Beginning balance	$	12,889
New loans and advances on lines of credit		22,050
Loan reductions		(21,162	)

Ending balance	$	13,777

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is as follows:


	2006			2005			2004
Beginning balance	$	7,581		$	7,214		$	6,855
Provision charged to operations		1,700			1,825			1,675
Loans charged off		(2,444	)		(1,536	)		(1,326	)
Recoveries		81			78			10

Ending balance	$	6,918		$	7,581		$	7,214

Nonperforming and impaired loans are as follows
Nonaccrual loans at year end	$	2,905		$	6,696		$	3,487
Loans past due over 90 days, still accruing at year-end		2,068			2,349			1,658
Average impaired loans during the year		7,741			10,318			4,138
Interest income recognized during impairment		391			669			162
Interest income received during impairment		342			675			133
Loans designated as impaired at year end		6,142			8,925			6,024
Allowance allocated to impaired loans at year end		1,783			3,136			2,550

There were no loans designated as impaired for which there was no allowance for loan losses allocated. Nonperforming loans includes both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

NOTE 5 - PREMISES AND EQUIPMENT

Year-end premises and equipment are as follows:


	2006			2005
Land and improvements	$	5,087		$	5,087
Leasehold improvements		1,572			1,521
Buildings		11,689			11,585
Furniture, fixtures and equipment		8,132			8,194

Total		26,480			26,387
Accumulated depreciation		(9,411	)		(8,908	)

Net premises and equipment	$	17,069		$	17,479

Depreciation expense was $1,486, $1,436 and $1,252 for 2006, 2005, and 2004.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 6 - GOODWILL AND ACQUISITION INTANGIBLES

Goodwill

There was no goodwill activity in any period presented.

Acquisition Intangibles

Acquisition intangibles were as follows as of year-end:


	2006		2005
Core deposit intangibles	$	2,863	$	2,863
Other customer relationship intangibles		2,045		2,045

Total		4,908		4,908
Accumulated amortization		2,618		1,973

Net	$	2,290	$	2,935

Aggregate amortization expense was $645, $646 and $645 for 2006, 2005 and 2004.

Estimated amortization expense for each of the next five years:


2007	$	645
2008		645
2009		645
2010		355
2011		—

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 7 - INTEREST BEARING DEPOSITS

Time deposits of $100 or more were $109,730 and $105,369 at year-end 2006 and 2005.

Scheduled maturities of time deposits are as follows:


2007	$	261,924
2008		49,856
2009		8,614
2010		653
2011		612

	$	321,659

Deposits from directors, and their affiliates at year-end 2006 and 2005 were $14,701 and $13,056, comprising 1.61% and 1.57% of total deposits at those dates.

NOTE 8 - SHORT-TERM BORROWINGS

Short-term borrowings consisted of a revolving line of credit and retail repurchase agreements of $500 and $15,460, and $0 and $4,225 at year-end 2006 and 2005. Repurchase agreements outstanding at year-end 2006 had remaining maturities ranging from one day up to one year.

Information regarding repurchase agreements for the years ended December 31, 2006 and 2005 is presented below:


	2006			2005
Average balance during the year	$	8,684		$	4,632
Maximum month end balance during the year		15,460			5,884
Average rate paid during the year		3.96	%		2.46	%

Year-end weighted average rate		3.83	%		3.21	%

The Company maintains a $10,000 revolving credit line from US Bank. The credit line is secured with 100% of the voting shares of the Bank. The Company is not restricted on the use of the funds from the credit line. The balance on the line of credit was $500 at December 31, 2006.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 9 - NOTES PAYABLE

Notes payable consist of the following:


	2006		2005
FHLB advances	$	6,110	$	16,460
Subordinated debentures		17,526		17,526
Other notes payable		271		305

	$	23,907	$	34,291

The FHLB advances are secured by a blanket pledge of eligible loans and securities and require monthly interest payments. The following advances were outstanding as of December 31:


	2006		2005
Convertible fixed rate advances with maturity in 2010 and an interest rate of 5.01% in 2006 and maturity dates ranging from 2008 to 2011 with interest rates ranging from 4.22% to 5.01%, averaging 4.74 in 2005.	$	6,000	$	16,000

Remaining premium reflecting market rate adjustment of assumed advances.		110		460

	$	6,110	$	16,460

Principal payments on FHLB advances for the next four years consist of $6,000 due in 2010.

In November 2002, The Bank of Kentucky Capital Trust I (Trust), a wholly-owned unconsolidated subsidiary of the Company, issued $17,000 of LIBOR plus 3.35% floating rate redeemable preferred securities (Trust Preferred Securities) as part of a pooled offering. The Trust may redeem the securities, in whole but not in part, any time after November 2007 at face value. Final maturity is November of 2032. The sole asset of the Trust represents the proceeds of the offering loaned to the Company in exchange for subordinated debentures which have terms that are virtually identical to the Trust Preferred Securities. The subordinated debentures are classified as liabilities on the balance sheet and count as Tier 1 capital for regulatory capital purposes, subject to certain limitations. These limitations do not restrict the Company’s ability to use the entire amount as Tier 1 capital.

Other notes payable included a mortgage payable secured by a branch building and a capitalized lease obligation at December 31, 2005, while only the capitalized lease obligation was outstanding at December 31, 2006.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 9 - NOTES PAYABLE(Continued)

The Bank maintains a $100,000 letter of credit from the Federal Home Loan Bank of Cincinnati. The letter is pledged to secure public funds deposit accounts and is secured by a blanket pledge of the Bank’s residential and commercial real estate loans.

NOTE 10 - EMPLOYEE BENEFITS

The Bank maintains an employee profit sharing plan covering substantially all employees. Contributions are at the discretion of the Board of Directors. Profit sharing expense totaled $534, $432 and $480 for the years ended December 31, 2006, 2005 and 2004.

In 2003, the Company adopted a benefit program for certain officers to encourage long-term retention. The program consists principally of a defined benefit component, providing each officer with payments equal to 30% of final average pay for 15 years after retirement, and a deferral component, permitting each officer the ability to defer a portion of their current compensation and earn pre-tax returns on such deferred amounts. The accrued liability under the defined benefit component was $794 and $511 at December 31, 2006 and 2005. Expense related to the program was $283 and $217 for the years ended December 31, 2006 and 2005.

NOTE 11 - STOCK-BASED COMPENSATION

Stock Option Plan

Options to buy stock are granted to directors, officers and employees under the Company’s stock option and incentive plan which provide for the issuance of up to 1,080,000 shares. The Company believes that such awards better align the interests of its employees with those of its shareholders. The specific terms of each option agreement are determined by the Compensation Committee at the date of the grant. For current options outstanding, options granted to directors vest immediately and options granted to employees generally vest evenly over a five-year period. The options lives are generally ten years for employees and five years for directors. Total compensation cost that has been charged against income for those plans was $775, $ 0, and $0 for 2006, 2005 and 2004. The total income tax benefit was $72, $0, and $0.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 11 - STOCK-BASED COMPENSATION(Continued)

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on historical volatilities of the Company’s common stock. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected term is estimated based upon the contractual term and vesting period of the options including consideration of historical trends segregated by employees and directors. A forfeiture rate of 13% for employees and 0% for directors is used in the model and is based on historical experience.

The fair value of options granted was determined using the following weighted-average assumptions as of grant date.


	2006		2005		2004
Risk-free interest rate	4.46	%	3.89	%	3.60	%
Expected term	6.7 years		6.7 years		6.8 years
Expected stock price volatility	24.83	%	27.52	%	37.27	%
Dividend yield	1.19	%	.85	%	.80	%

A summary of the activity in the stock option plan for 2006 follows:


	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at beginning of year	468,623		$	25.69
Granted	108,000			25.00
Exercised	(29,020	)		19.43
Forfeited or expired	(6,150	)		27.65

Outstanding at end of year	541,453		$	25.87	5.01	$	1,055

Exercisable at end of year	356,423		$	25.47	3.49	$	922

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 11 - STOCK-BASED COMPENSATION(Continued)

Information related to the stock option plan during each year follows:


	2006		2005		2004
Intrinsic value of options exercised	$	172	$	34	$	286
Cash received from option exercises		564		117		617
Tax benefit realized from option exercises		57		9		84
Weighted average fair value of options granted		7.77		8.81		11.64

As of December 31, 2006, there was $1,440,000 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is expected to be recognized over a weighted-average period of 2.01 years.

NOTE 12 - FEDERAL INCOME TAXES

Federal income taxes consist of the following components:


	2006		2005			2004
Income tax/(benefit)
Currently payable	$	4,705	$	4,863		$	4,901
Deferred		82		(268	)		28

	$	4,787	$	4,595		$	4,929

The following is a reconciliation of income tax expense and the amount computed by applying the effective federal income tax rate of 35% to income before income taxes:


	2006			2005			2004
Statutory rate applied to income
before income taxes	$	5,334		$	5,153		$	5,245
Tax exempt income		(177	)		(188	)		(158	)
Company owned life insurance income		(238	)		(159	)		(163	)
Low-income housing tax credit		(248	)		(133	)		—
Other		116			(78	)		5

	$	4,787		$	4,595		$	4,929

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 12 - FEDERAL INCOME TAXES(Continued)

Year-end deferred tax assets and liabilities were due to the following factors:


	2006			2005
Deferred tax assets from:
Allowance for loan losses	$	2,369		$	2,600
State taxes		198			—
Benefit plans		441			293
Premises and equipment		135			—
Net unrealized loss on available for sale securities		135			276
Other		87			80

		3,365			3,249

Deferred tax liabilities for:
FHLB stock dividends		(860	)		(775	)
Premises and equipment		—			(13	)
Acquisition intangibles		(1,021	)		(949	)
Other		—			(3	)

		(1,881	)		(1,740	)

Net deferred tax asset	$	1,484		$	1,509

Included in deferred tax assets at December 31, 2006 is $198 of federal tax benefit related to the SAB 108 adjustment discussed in Note 1.

NOTE 13 - EARNINGS PER SHARE

Earnings per share is computed based upon the weighted average number of shares outstanding during the period which were 5,837,673 for 2006, 5,909,087 for 2005 and 5,950,508 for 2004. Diluted earnings per share is computed assuming that the stock options outstanding are exercised and the proceeds used entirely to reacquire shares at the year’s average price. For 2006, 2005 and 2004, this would result in an additional 33,570, 37,814 and 52,214 shares outstanding. For 2006, 2005 and 2004, 286,265, 290,970 and 225,315 options were not considered, as they were not dilutive.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 14 - COMMITMENTS AND OFF BALANCE SHEET ACTIVITIES

The Bank leases branch facilities and sites and is committed under various non-cancelable lease contracts that expire at various dates through the year 2017. Most of these leases are with members of the Bank’s Board of Directors or companies they control. Expense for leased premises was $967, $914 and $822 for 2006, 2005 and 2004. Minimum lease payments at December 31, 2006 for all non-cancelable leases are as follows:


2007	$	861
2008		839
2009		760
2010		555
2011		348
Thereafter		822

Total minimum lease payments	$	4,185

Some financial instruments, such as loan commitments, credit lines, letters of credit, and overdraft protection, are issued to meet customer financing needs. These are agreements to provide credit or to support the credit of others, as long as conditions established in the contract are met, and usually have expiration dates. Commitments may expire without being used. Off-balance-sheet risk to credit loss exists up to the face amount of these instruments, although material losses are not anticipated. The same credit policies are used to make such commitments as are used for loans, including obtaining collateral at exercise of the commitment.

Financial instruments with off-balance-sheet risk were as follows at year-end.


	2006				2005
	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitments to make loans (at market rates)	$	9,491	$	26,256	$	1,177	$	35,093
Unused lines of credit	$	—	$	217,673	$	—	$	176,318
Unused letters of credit	$	—	$	69,415	$	—	$	66,453

The loan commitments are generally extended for terms of up to 60 days and, in many cases, allow the customer to select from one of several financing options offered. For the fixed rate commitments, the interest range was 6.25% to 9.25% in 2006 and 6.00% to 6.50% in 2005.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 14 - COMMITMENTS AND OFF BALANCE SHEET ACTIVITIES(Continued)

At December 31, 2006 and 2005, the Bank was required to have $4,291 and $4,296, respectively, on deposit with the Federal Reserve or as cash on hand as reserve.

On March 3, 2005, the Bank entered into an agreement with Northern Kentucky University whereby the University will grant to the Bank the naming rights for the new Northern Kentucky University Arena to be constructed on the campus of the University for a term commencing immediately upon execution of the document and expiring twenty years after the opening of the Arena. In consideration the Bank will pay the lesser of 10% of the total construction cost of the Arena or $6,000, such sum to be paid in seven equal annual installments beginning after substantial completion and opening of the Arena. The cost of the naming rights will be amortized over the life of the contract commencing on the opening of the Arena.

NOTE 15 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS

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

Compliance with these regulations can limit dividends paid by either entity. Both entities must comply with regulations that establish minimum levels of capital adequacy. The Bank must also comply with capital requirements promulgated by the FDIC under its “prompt corrective action” rules. The Bank’s deposit insurance assessment rate is based, in part, on these measurements. At December 31, 2006 and 2005, the Bank’s capital levels result in it being designated “well capitalized” under these guidelines. There are no conditions or events since that notification that management believes have changed the institution’s category.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 15 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS (Continued)

The consolidated and the Bank’s capital amounts and ratios, at December 31, 2006 and 2005 are presented below:


	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount	Ratio
2006
Total Capital to risk weighted assets
Consolidated	$	98,891	10.20	%	$	77,581	8.00	%	N/A	N/A
Bank		98,568	10.18	%		77,474	8.00	%	96,842	10.00	%
Tier 1 (Core) Capital to risk weighted assets
Consolidated	$	91,973	9.48	%	$	38,790	4.00	%	N/A	N/A
Bank		91,650	9.46	%		38,737	4.00	%	58,105	6.00	%
Tier 1 (Core) Capital to average assets
Consolidated	$	91,973	9.13	%	$	40,294	4.00	%	N/A	N/A
Bank		91,650	9.11	%		40,240	4.00	%	50,300	5.00	%

	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount	Ratio
2005
Total Capital to risk weighted assets
Consolidated	$	92,734	10.66	%	$	69,568	8.00	%	N/A	N/A
Bank		91,650	10.56	%		69,463	8.00	%	86,829	10.00	%
Tier 1 (Core) Capital to risk weighted assets
Consolidated	$	85,153	9.79	%	$	34,784	4.00	%	N/A	N/A
Bank		84,069	9.68	%		34,731	4.00	%	52,097	6.00	%
Tier 1 (Core) Capital to average assets
Consolidated	$	85,153	9.21	%	$	36,984	4.00	%	N/A	N/A
Bank		84,069	9.10	%		36,943	4.00	%	46,178	5.00	%

The Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. Under these regulations, the amount of dividends that may be paid in any calendar year is limited to the current year’s net profits, combined with the retained net profits of the preceding two years, subject to the capital requirements described above.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 15 - CAPITAL REQUIREMENTS AND RESTRICTIONS ON RETAINED EARNINGS(Continued)

During 2007, the Bank could, without prior approval, declare dividends of approximately $14 million plus any 2007 net profits retained to the date of the dividend declaration.

On December 16, 2005, the Company’s Board of Directors approved a share repurchase program. The repurchase program began January 1, 2006 and expired on December 31, 2006. The repurchase program authorized the repurchase up to 200,000 shares of the Company’s outstanding common shares in the over-the-counter market from time to time. At December 31, 2006 a total of 118,400 of the 200,000 shares had been repurchased.

On December 15, 2006, the Company’s Board of Directors approved a new share repurchase program. The repurchase program will begin January 1, 2007 and expire on December 31, 2007. The repurchase program authorized the repurchase up to 200,000 shares of the Company’s outstanding common shares in the over-the-counter market from time to time. Any repurchases will be funded, as needed, by dividends from the Bank, or from the Company’s revolving line of credit.

NOTE 16 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments at year-end are as follows at December 31:


	2 0 0 6						2 0 0 5
	Carrying Value			Fair Value			Carrying Value			Fair Value
Financial assets
Cash and cash equivalents	$	54,859		$	54,859		$	71,344		$	71,344
Interest-bearing deposits with banks		100			100			100			100
Available-for-sale securities		106,926			106,926			79,552			79,552
Held-to-maturity securities		12,028			11,815			14,823			14,551
Loans held for sale		4,009			4,052			1,609			1,630
Loans (net)		807,183			796,132			723,478			713,392
Federal Home Loan Bank stock		4,537			4,537			4,283			4,283
Accrued interest receivable		4,802			4,802			3,811			3,811

Financial liabilities
Deposits		(914,427	)		(913,887	)		(831,110	)		(831,036	)
Short-term borrowings		(15,960	)		(15,960	)		(4,225	)		(4,225	)
Notes payable		(23,907	)		(23,845	)		(34,291	)		(34,022	)
Accrued interest payable		(5,575	)		(5,575	)		(3,917	)		(3,917	)
Stand-by letters of credit		(330	)		(330	)		(257	)		(257	)

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 16 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The estimated fair value approximates carrying amount for all items except those described below. Estimated fair value for securities is based on quoted market values for the individual securities or for equivalent securities. Estimated fair value of loans held for sale is based on market quotes. Estimated fair value for loans is based on the rates charged at year-end for new loans with similar maturities, applied until the loan is assumed to reprice or be paid. Estimated fair value for time deposits is based on the rates paid at year-end for new deposits, applied until maturity. Estimated fair value of debt is based on current rates for similar financing. Estimated fair value for commitments to make loans and unused lines of credit are considered nominal.

NOTE 17 - PARENT COMPANY FINANCIAL STATEMENTS

Presented below are condensed balance sheets and the related statements of income and cash flows for the parent company:

CONDENSED BALANCE SHEETS

December 31, 2006 and 2005


	2006		2005
Assets
Cash	$	204	$	460
Investment in bank subsidiary		103,560		96,363
Investment in unconsolidated trust		526		526
Other assets		808		791

	$	105,098	$	98,140

Liabilities and shareholders’ equity
Short-term borrowings	$	500	$	—
Subordinated debentures		17,526		17,526
Other liabilities		189		167

Total liabilities		18,215		17,693

Shareholders’ equity		86,883		80,447

	$	105,098	$	98,140

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 17 - PARENT COMPANY FINANCIAL STATEMENTS (Continued)

CONDENSED STATEMENTS OF INCOME

Years ended December 31, 2006 and 2005


	2006			2005			2004
Dividends from subsidiary	$	5,900		$	3,700		$	3,000
Interest expense		(1,447	)		(1,146	)		(830	)
Operating expenses		(936	)		(137	)		(175	)
Tax benefit		620			440			352

Income before equity in undistributed income of the Bank		4,137			2,857			2,347

Equity in undistributed income of the Bank		6,315			7,270			7,711

Net income	$	10,452		$	10,127		$	10,058

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 17 - PARENT COMPANY FINANCIAL STATEMENTS (Continued)

CONDENSED STATEMENTS OF CASH FLOWS

Years ended December 31, 2006, 2005 and 2004


	2006			2005			2004
Cash flows from operating activities
Net income	$	10,452		$	10,127		$	10,058

Adjustments to reconcile net income to net cash from operating activities
Equity in undistributed income of the Bank		(6,315	)		(7,270	)		(7,711	)
Other changes		780			80			225

Net cash from operating activities		4,917			2,937			2,572

Cash flows from investing activities
Contribution to Bank		(1,000	)		—			—

Net cash from investing activities		(1,000	)		—			—

Cash flows from financing activities
Net change in short-term borrowings		500			—			—
Dividends paid		(2,217	)		(1,772	)		(1,370	)
Exercise of stock options		621			117			617
Stock repurchase and retirement		(3,077	)		(1,288	)		(2,179	)

Net cash from financing activities		(4,173	)		(2,943	)		(2,932	)

Net change in cash		(256	)		(6	)		(360	)

Cash at beginning of year		460			466			826

Cash at end of year	$	204		$	460		$	466

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 18 - OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) components and related tax effects were as follows:


	2006			2005			2004
Unrealized holding gains (losses) on available-for-sale securities	$	(402	)	$	(630	)	$	(351	)
Reclassification adjustment for losses (gains) realized in income		—			—			(10	)

Net unrealized gains (losses)		(402	)		(630	)		(361	)
Tax effect		141			220			126

Other comprehensive income	$	(261	)	$	(410	)	$	(235	)

NOTE 19 - SUBSEQUENT EVENTS

On January 26, 2007, the Company announced that it had executed a definitive merger agreement to acquire FNB Bancorporation, Inc. and its subsidiary, First Bank of Northern Kentucky, Inc. (“First Bank”). When the planned acquisition is complete, First Bank will be merged into the Bank and operate under the Bank’s name. Consideration for this all-cash transaction is expected to total $22,000. On December 31, 2006 FNB Bancorporation had total assets of approximately $79,000 and Shareholders’ equity of approximately $12,100.

(Continued)

THE BANK OF KENTUCKY FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2006, 2005 and 2004

(Dollar amounts in thousands, except per share amounts)

NOTE 20 - SELECTED QUARTERLY DATA (Unaudited)

Presented below is a summary of the consolidated quarterly financial data for the years ended December 31, 2006 and 2005.


	2006
	Interest		Interest		Net Interest		Provision for		Net		Earnings Per Share
	Income		Expense		Income		Loan Losses		Income		Basic		Diluted
Quarter ended
March 31	$	14,469	$	6,310	$	8,159	$	400	$	2,266	$	.39	$	.38
June 30		15,397		6,854		8,543		400		2,380		.41		.41
September 30		16,256		7,629		8,627		500		2,742		.47		.47
December 31		17,495		8,531		8,964		400		3,064		.53		.52


	2005
	Interest		Interest		Net Interest		Provision for		Net		Earnings Per Share
	Income		Expense		Income		Loan Losses		Income		Basic		Diluted
Quarter ended
March 31	$	11,436	$	3,525	$	7,911	$	350	$	2,545	$	.43	$	.43
June 30		12,289		4,052		8,237		475		2,615		.44		.44
September 30		13,089		4,773		8,316		650		2,468		.42		.42
December 31		13,941		5,782		8,159		350		2,499		.42		.42

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are BKFC’s controls and other procedures that are designed to ensure that information required to be disclosed by BKFC in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Under the supervision, and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2006. Based upon this evaluation, our chief executive officer and chief financial officer have concluded that these controls and procedures are adequate to ensure that information requiring disclosure is communicated to management in a timely manner and reported within the timeframe specified by the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

During the fourth quarter of 2006, no change occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, BKFC’s internal control over financial reporting.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of The Bank of Kentucky Financial Corporation has prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles and is responsible for its accuracy. The financial statements necessarily include amounts that are based on management’s best estimates and judgments.

The Bank of Kentucky Financial Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of management, including The Bank of Kentucky Financial Corporation’s principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system, and tests of the effectiveness of internal controls.

Based on The Bank of Kentucky Financial Corporation’s evaluation under the framework in Internal Control – Integrated Framework, management concluded that internal control over financial reporting was effective as of December 31, 2006. Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006 has been audited by Crowe Chizek and Company LLC, an independent registered public accounting firm, as stated in their report which is contained herein.


Robert W. Zapp				Martin J. Gerrety
President & CEO				Treasurer and Assistant Secretary

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL

CONTROL OVER FINANCIAL REPORTING

Board of Directors and Shareholders

The Bank of Kentucky Financial Corporation

Crestview Hills, Kentucky

We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that The Bank of Kentucky Financial Corporation maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Bank of Kentucky Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that The Bank of Kentucky Financial Corporation maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also in our opinion, The Bank of Kentucky Financial Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of The Bank of Kentucky Financial Corporation as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006, and our report dated February 24, 2007 expressed an unqualified opinion on those consolidated financial statements.

Crowe Chizek and Company LLC

Columbus, Ohio

February 24, 2007

Item 9B. Other Information

None.

PART III

Item 10.

Directors and Executive Officers of the Registrant

Information in response to this item is incorporated by reference from BKFC’s definitive Proxy Statement for the 2007 Annual Meeting of Shareholders.

Item 11.

Executive Compensation

Information in response to this item is incorporated by reference from BKFC’s definitive Proxy Statement for the 2007 Annual Meeting of Shareholders.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information in response to this item is incorporated by reference from BKFC’s definitive Proxy Statement for the 2007Annual Meeting of Shareholders.

Item 13.

Certain Relationships and Related Transactions

Information in response to this item is incorporated by reference from BKFC’s definitive Proxy Statement for the 2007 Annual Meeting of Shareholders.

Item 14.

Principal Accountant Fees and Services

Information in response to this item is incorporated by reference from BKFC’s definitive Proxy Statement for the 2007 Annual Meeting of Shareholders.

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

(a) Financial Statements. A list of Financial Statements included herein is set forth in the Index to Financial Statements appearing in Item 8 of this Form 10-K.

(b) Exhibits.See Index to Exhibits filed with this Annual Report on Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on this 15th day of March 2007.


THE BANK OF KENTUCKY FINANCIAL CORPORATION

By		/s/ Robert W. Zapp
		Robert W. Zapp,
		President, Chief Executive
		Officer and a Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Martin J. Gerrety				/s/ Charles M. Berger*
Martin J. Gerrety Treasurer March 15, 2007				Charles M. Berger Director March 15, 2007

/s/ Robert W. Zapp				/s/ Rodney S. Cain*
Robert W. Zapp President, Chief Executive Officer and Director March 15, 2007				Rodney S. Cain Director March 15, 2007

/s/ Mary Sue Rudicill*				/s/ John F. Miracle, M.D.*
Mary Sue Rudicill Director March 15, 2007				John F. Miracle, M.D. Director March 15, 2007

/s/ Harry J. Humpert*				/s/ Herbert H. Works*
Harry J. Humpert Director March 15, 2007				Herbert H. Works Director March 15, 2007

/s/ Barry G. Kienzle*				/s/ R.C. Durr*
Barry G. Kienzle Director March 15, 2007				R.C. Durr Chairman Emeritus, and Director March 15, 2007

				/s/ John P. Williams, Jr.*
				John P. Williams, Jr. Director March 15, 2007



*	By	/s/ Martin J. Gerrety
		Martin J. Gerrety
		Attorney-in-fact for the persons
		indicated above with an *

INDEX TO EXHIBITS


Exhibit Number		Description
2.1		Purchase and Assumption Agreement, by and between The Bank of Kentucky, Inc., as buyer, and Peoples Bank of Northern Kentucky, Inc., as seller, and Peoples Bancorporation of Northern Kentucky, Inc., dated as of September 24, 2002⁽¹⁾

3.1		Article of Incorporation of the Bank of Kentucky Financial Corporation⁽²⁾

3.2		By-laws of the Bank of Kentucky Financial Corporation⁽³⁾

4.1		Junior Subordinated Indenture between The Bank of Kentucky Financial Corporation and The Bank of New York, as trustee, dated as of November 14, 2002⁽⁴⁾

4.2		Amended and Restated Trust Agreement among The Bank of Kentucky Financial Corporation, as depositor, The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee and the Administrative Trustees named therein, dated as of November 14, 2002⁽⁴⁾

10.1		The Bank of Kentucky Financial Corporation 1997 Stock Option and Incentive Plan⁽⁵⁾

10.2		The Bank of Kentucky, Inc. Executive Deferred Contribution Plan⁽⁶⁾

10.3		The Bank of Kentucky, Inc. Executive Private Pension Plan⁽⁶⁾

10.4		The Bank of Kentucky, Inc. Group Insurance Endorsement Plan⁽⁶⁾

10.5		Purchase Agreement among The Bank of Kentucky Financial Corporation, The Bank of Kentucky Capital Trust I and Trapeza CDO I, LLC, dated as of November 14, 2002⁽⁴⁾

21.1		Subsidiaries of BKFC

23.1		Consent of Crowe Chizek and Company LLC

24		Power of Attorney

31.1		Certifications of Robert W. Zapp, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certifications of Martin J. Gerrety, Treasurer and Assistant Secretary, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Section 906 of Sarbanes-Oxley Act of 2002 Certification of Robert W. Zapp

32.2		Section 906 of Sarbanes-Oxley Act of 2002 Certification of Martin J. Gerrety

⁽¹⁾	Incorporated by reference to Form 10-Q for the period ended September 30, 2002, filed with the Commission on November 14, 2002.

⁽²⁾	Incorporated by reference to Form S-4, filed with the Commission on March 24, 2000.

⁽³⁾	Incorporated by reference to Exhibit 2(d) of the Form 8-A, filed with the Commission on April 28,1995.

⁽⁴⁾	Incorporated by reference to the Form 8-K, filed on December 9, 2002.

⁽⁵⁾	Incorporated by reference to the Form S-8, filed with the Commission on October 2, 1997.

⁽⁶⁾	Incorporated by reference to the Form 10-K, filed on March 12, 2004.

Positive
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Constraining
Legalese
Litigous
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Bank of Kentucky Financial (BKYF) Inactive 10-K2006 FY Annual report

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