CONSUMERS BANCORP INC /OH/ - Quarter Report: 2011 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15 (d) or the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2011

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from

Commission File No. 033-79130

CONSUMERS BANCORP, INC.

(Exact name of registrant as specified in its charter)

OHIO		34-1771400
(State or other jurisdiction		(I.R.S. Employer Identification No.)
of incorporation or organization)

614 East Lincoln Way, P.O. Box 256, Minerva, Ohio		44657
(Address of principal executive offices)		(Zip Code)

(330) 868-7701

(Registrant’s telephone number)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company)	Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, no par value	Outstanding at February 1, 2012
	2,049,873 Common Shares

CONSUMERS BANCORP, INC.

FORM 10-Q

QUARTER ENDED December 31, 2011

Table of Contents

	Page Number (s)
Part I – Financial Information
Item 1 – Financial Statements (Unaudited)
Consolidated Balance Sheets at December 31, 2011 and June 30, 2011	1

Consolidated Statements of Income for the three and six months ended December 31, 2011 and 2010	2

Consolidated Statements of Comprehensive Income for the three and six months ended December 31, 2011 and 2010	3

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended December 31, 2011 and 2010	4

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2011 and 2010	5

Notes to the Consolidated Financial Statements	6-25

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	26-38

Item 3 – Not Applicable for Smaller Reporting Companies

Item 4 – Controls and Procedures	39
Part II – Other Information
Item 1 – Legal Proceedings	40

Item 1A – Not Applicable for Smaller Reporting Companies

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3 – Defaults Upon Senior Securities	40

Item 4 – Removed and Reserved

Item 5 – Other Information	40

Item 6 – Exhibits	40

Signatures	41

PART 1 – FINANCIAL INFORMATION

Item 1 – Financial Statements (unaudited)

CONSUMERS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

	December 31, 2011			June 30, 2011
ASSETS
Cash on hand and noninterest-bearing deposits in other banks	$	7,992		$	5,944
Interest-bearing deposits in other banks		2,254			7,884
Total cash and cash equivalents		10,246			13,828
Certificates of deposit in other financial institutions		2,450			4,900
Securities, available-for-sale		106,873			91,889
Federal bank and other restricted stocks, at cost		1,186			1,186
Total loans		180,618			177,551
Less allowance for loan losses		(2,126	)		(2,101	)
Net Loans		178,492			175,450
Cash surrender value of life insurance		5,511			5,411
Premises and equipment, net		4,688			4,776
Intangible assets		8			89
Other real estate owned		-			76
Accrued interest receivable and other assets		1,858			2,535
Total assets	$	311,312		$	300,140

LIABILITIES
Deposits
Non-interest bearing demand	$	58,408		$	64,657
Interest bearing demand		32,179			14,829
Savings		90,338			79,816
Time		82,312			88,944
Total deposits		263,237			248,246

Short-term borrowings		12,742			17,012
Federal Home Loan Bank advances		6,497			7,535
Accrued interest and other liabilities		2,019			2,023
Total liabilities		284,495			274,816

SHAREHOLDERS’ EQUITY
Preferred stock (no par value, 350,000 shares authorized, none outstanding)		—			—
Common stock (no par value, 3,500,000 shares authorized; 2,180,315 shares issued)		5,114			5,114
Retained earnings		21,907			20,881
Treasury stock, at cost (130,442 common shares)		(1,659	)		(1,659	)
Accumulated other comprehensive income		1,455			988
Total shareholders’ equity		26,817			25,324
Total liabilities and shareholders’ equity	$	311,312		$	300,140

See accompanying notes to consolidated financial statements

CONSUMERS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	Three Months ended December 31,						Six Months ended December 31,
(Dollars in thousands, except per share amounts)	2011			2010			2011			2010
Interest income
Loans, including fees	$	2,562		$	2,578		$	5,097		$	5,173
Securities, taxable		475			373			955			798
Securities, tax-exempt		249			221			494			431
Federal funds sold and other interest bearing deposits		14			13			30			23
Total interest income		3,300			3,185			6,576			6,425
Interest expense
Deposits		305			432			635			897
Short-term borrowings		7			11			18			24
Federal Home Loan Bank advances		69			66			129			135
Total interest expense		381			509			782			1,056
Net interest income		2,919			2,676			5,794			5,369
Provision for loan losses		67			142			159			244
Net interest income after provision for loan losses		2,852			2,534			5,635			5,125

Non-interest income
Service charges on deposit accounts		367			327			723			662
Debit card interchange income		179			157			358			307
Bank owned life insurance income		49			44			100			89
Securities gains, net		106			53			155			70
Other-than-temporary loss
Total impairment loss		-			(50	)		-			(81	)
Loss recognized in other comprehensive income		-			-			-			31
Net impairment loss recognized in earnings		-			(50	)		-			(50	)
Gain (loss) on sale of other real estate owned		(53	)		-			(53	)		2
Other		49			51			86			108
Total non-interest income		697			582			1,369			1,188
Non-interest expenses
Salaries and employee benefits		1,313			1,187			2,639			2,364
Occupancy and equipment		258			247			516			511
Data processing expenses		140			140			279			276
Professional and director fees		97			82			191			185
FDIC Assessments		49			78			99			156
Franchise taxes		64			59			129			117
Marketing and advertising		53			53			129			90
Telephone and network communications		58			58			116			110
Debit card processing expenses		93			84			187			168
Amortization of intangible		40			40			81			81
Other		335			350			696			684
Total non-interest expenses		2,500			2,378			5,062			4,742
Income before income taxes		1,049			738			1,942			1,571
Income tax expense		258			164			464			364
Net Income	$	791		$	574		$	1,478		$	1,207

Average common shares - basic		2,050,176			2,041,517			2,050,075			2,040,043
Average common shares - diluted		2,050,544			2,041,517			2,050,383			2,040,043

Basic and diluted earnings per share	$	0.39		$	0.28		$	0.72		$	0.59

See accompanying notes to consolidated financial statements

CONSUMERS BANCORP, INC.

Consolidated statements of comprehensive income

(Unaudited)

(Dollars in thousands)

	Three Months ended December 31,						Six Months ended December 31,
	2011			2010			2011			2010

Net Income	$	791		$	574		$	1,478		$	1,207

Other comprehensive income (loss), net of tax:
Net change in unrealized gains (losses):
Other-than-temporarily impaired securities:
Unrealized gains (losses) on other-than-temporarily impaired securities		—			(50	)		—			(31	)
Reclassification adjustment for losses included in income		—			50			—			50
Net unrealized gain		—			—			—			19
Income tax effect		—			—			—			6
		—			—			—			13

Available-for-sale securities:
Unrealized gains (losses) arising during the period		417			(1,423	)		863			(1,170	)
Reclassification adjustment for gains included in income		(106	)		(53	)		(155	)		(70	)
Net unrealized gain (losses)		311			(1,476	)		708			(1,240	)
Income tax effect		106			(502	)		241			(421	)
		205			(974	)		467			(819	)

Other comprehensive income (loss)		205			(974	)		467			(806	)

Total comprehensive income (loss)	$	996		$	(400	)	$	1,945		$	401

See accompanying notes to consolidated financial statements.

CONSUMERS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands, except per share data)

	Three Months ended December 31,						Six Months ended December 31,
	2011			2010			2011			2010

Balance at beginning of period	$	26,047		$	24,349		$	25,324		$	23,716

Comprehensive income
Net Income		791			574			1,478			1,207
Other comprehensive income (loss)		205			(974	)		467			(806	)
Total comprehensive income (loss)		996			(400	)		1,945			401

Common stock issued for dividend reinvestment and stock purchase plan (2,680 shares and 5,669 shares for the three and six months in 2010, respectively)		-			32			-			68
Common cash dividends		(226	)		(203	)		(452	)		(407	)

Balance at the end of the period	$	26,817		$	23,778		$	26,817		$	23,778

Common cash dividends per share	$	0.11		$	0.10		$	0.22		$	0.20

See accompanying notes to consolidated financial statements.

CONSUMERS BANCORP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)	Six Months Ended December 31,
	2011			2010
Cash flows from operating activities
Net cash from operating activities	$	2,743		$	2,208

Cash flow from investing activities
Securities available-for-sale
Purchases		(32,343	)		(24,247	)
Maturities, calls and principal pay downs		10,271			7,225
Proceeds from sales of available-for-sale securities		7,332			5,123
Net (increase) decrease in certificates of deposits in other financial institutions		2,450			(2,205	)
Net increase in loans		(3,201	)		(2,649	)
Acquisition of premises and equipment		(88	)		(718	)
Sale of other real estate owned		23			27
Net cash from investing activities		(15,556	)		(17,444	)

Cash flow from financing activities
Net increase in deposit accounts		14,991			13,185
Net change in short-term borrowings		(4,270	)		540
Proceeds of Federal Home Loan Advances		-			1,000
Repayments of Federal Home Loan Bank advances		(1,038	)		(1,074	)
Proceeds from dividend reinvestment and stock purchase plan		-			68
Dividends paid		(452	)		(407	)
Net cash from financing activities		9,231			13,312

Decrease in cash or cash equivalents		(3,582	)		(1,924	)

Cash and cash equivalents, beginning of period		13,828			13,806
Cash and cash equivalents, end of period	$	10,246		$	11,882

Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest	$	792		$	1,071
Federal income taxes		200			505

See accompanying notes to consolidated financial statements.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Note 1 – Summary of Significant Accounting Policies:

Nature of Operations: Consumers Bancorp, Inc. (the Corporation) is a bank holding company headquartered in Minerva, Ohio that provides, through its banking subsidiary, Consumers National Bank (the Bank), a broad array of products and services throughout its primary market area of Stark, Columbiana, Carroll and contiguous counties in Ohio. The Bank’s business involves attracting deposits from businesses and individual customers and using such deposits to originate commercial, mortgage and consumer loans in its primary market area.

Basis of Presentation: The consolidated financial statements for interim periods are unaudited and reflect all adjustments (consisting of only normal recurring adjustments), which, in the opinion of management, are necessary to present fairly the financial position and results of operations and cash flows for the periods presented. The unaudited financial statements are presented in accordance with the requirements of Form 10-Q and do not include all disclosures normally required by accounting principles generally accepted in the United States of America. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s Form 10-K for the year ended June 30, 2011. The results of operations for the interim period disclosed herein are not necessarily indicative of the results that may be expected for a full year.

The consolidated financial statements include the accounts of the Corporation and the Bank. All significant inter-company transactions and accounts have been eliminated in consolidation.

Segment Information: Consumers Bancorp, Inc. is a bank holding company engaged in the business of commercial and retail banking, which accounts for substantially all of the revenues, operating income, and assets. Accordingly, all of its operations are recorded in one segment, banking.

Reclassifications: Certain items in prior financial statements have been reclassified to conform to the current presentation.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Note 2 – Securities

Description of Securities	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2011
U.S. government-sponsored entities and agencies	$	9,123	$	94	$	(4	)	$	9,213
Obligations of state and political subdivisions		26,653		1,534		(38	)		28,149
Mortgage-backed securities – residential		48,450		1,069		(185	)		49,334
Collateralized mortgage obligations		20,240		62		(189	)		20,113
Trust preferred security		202		—		(138	)		64
Total securities	$	104,668	$	2,759	$	(554	)	$	106,873

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
June 30, 2011
U.S. government-sponsored entities and agencies	$	16,185	$	98	$	(23	)	$	16,260
Obligations of state and political subdivisions		24,725		584		(211	)		25,098
Mortgage-backed securities - residential		29,424		1,172		—			30,596
Collateralized mortgage obligations		19,856		74		(62	)		19,868
Trust preferred security		202		—		(135	)		67
Total securities	$	90,392	$	1,928	$	(431	)	$	91,889

Proceeds from the sale of available-for-sale securities were as follows:

	Three Months Ended December 31,				Six Months Ended December 31,
	2011		2010		2011		2010
Proceeds from sales	$	2,381	$	2,570	$	7,332	$	5,123
Gross realized gains		106		53		155		97
Gross realized losses		—		—		—		27

The amortized cost and fair values of available-for-sale securities at December 31, 2011, by expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, primarily mortgage-backed securities, collateralized mortgage obligations and the trust preferred security are shown separately.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

	Amortized Cost		Estimated Fair Value
Due in one year or less	$	4,528	$	4,562
Due after one year through five years		5,084		5,160
Due after five years through ten years		6,134		6,594
Due after ten years		20,030		21,046
Total		35,776		37,362

Mortgage-backed securities – residential		48,450		49,334
Collateralized mortgage obligations		20,240		20,113
Trust preferred security		202		64
Total	$	104,668	$	106,873

The following table summarizes the securities with unrealized losses at December 31, 2011 and June 30, 2011, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 Months					12 Months or more					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
December 31, 2011
U.S. government-sponsored entities and agencies	$	996	$	(4	)	$	—	$	—		$	996	$	(4	)
Obligations of states and political subdivisions		—		—			948		(38	)		948		(38	)
Mortgage-backed securities - residential		21,585		(185	)		—		—			21,585		(185	)
Collateralized mortgage obligations		14,145		(189	)		—		—			14,145		(189	)
Trust preferred security		—		—			64		(138	)		64		(138	)
Total temporarily impaired	$	36,726	$	(378	)	$	1,012	$	(176	)	$	37,738	$	(554	)

	Less than 12 Months					12 Months or more					Total
Description of Securities	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
June 30, 2011
U.S. government-sponsored entities and agencies	$	3,088	$	(23	)	$	—	$	—		$	3,088	$	(23	)
Obligations of states and political subdivisions		3,656		(81	)		1,221		(130	)		4,877		(211	)
Collateralized mortgage obligations		9,665		(62	)		—		—			9,665		(62	)
Trust preferred security		—		—			67		(135	)		67		(135	)
Total temporarily impaired	$	16,409	$	(166	)	$	1,288	$	(265	)	$	17,697	$	(431	)

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Management evaluates securities for other-than-temporary impairment (OTTI) on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. The securities portfolio is evaluated for OTTI by segregating the portfolio into two general segments and applying the appropriate OTTI model. Investment securities are generally evaluated for OTTI under FASB ASC Topic 320, Accounting for Certain Investments in Debt and Equity Securities. However, the trust preferred security is evaluated using the model outlined in FASB ASC Topic 325, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transfer in Securitized Financial Assets.

In determining OTTI under the ASC Topic 320 model, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. The assessment of whether an other-than-temporary decline exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time.

Unrealized losses on U.S. government-sponsored entities and agencies, obligations of state and political subdivisions, residential mortgage-backed securities and collateralized mortgage obligations have not been recognized into income because the decline in fair value is not attributed to credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The fair value is expected to recover as the securities approach maturity.

Under the ASC Topic 325 model, the present value of the remaining cash flows as estimated at the preceding evaluation date are compared to the current expected remaining cash flows. An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows. The analysis of the trust preferred security falls within the scope of ASC Topic 325.

The Corporation owns a trust preferred security, which represents collateralized debt obligations (CDOs) issued by other financial and insurance companies. The security is part of a pool of issuers that support a more senior tranche of securities. Due to the illiquidity in the market, it is unlikely the Corporation would be able to recover its investment in this security if the Corporation sold the security at this time.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Due to an increase in principal and/or interest deferrals by the issuers of the underlying securities, the cash interest payments for the trust preferred security are being deferred. On December 31, 2011, the lowest credit rating on this security was Fitch’s rating of C, which is defined as highly speculative. The issuers in this security are primarily banks, bank holding companies and a limited number of insurance companies. The investment security is evaluated using a model to compare the present value of expected cash flows to prior periods expected cash flows to determine if there has been an adverse change in cash flows during the period. The discount rate used to calculate the cash flows is the coupon rate of the security, based on the forward LIBOR curve. The OTTI model considers the structure and term of the CDO and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information including announcements of interest payment deferrals or defaults of underlying trust preferred securities. Assumptions used in the model include expected future default rates and prepayments. We assume no recoveries on defaults and all interest payment deferrals are treated as defaults with an assumed recovery rate of 15% on deferrals. In addition we use the model to “stress” the CDO, or make assumptions more severe than expected activity, to determine the degree to which assumptions could deteriorate before the CDO could no longer fully support repayment of the Corporation’s note class. According to the December 31, 2011 analysis, the expected cash flows were above the recorded amortized cost of the trust preferred security. The accumulated other-than-temporary impairment loss that has been recognized in earnings was $780 at December 31, 2011 and June 30, 2011. If there is further deterioration in the underlying collateral of this security, other-than-temporary impairments may also occur in future periods.

Note 3 – Loans

Major classifications of loans were as follows:

	December 31, 2011			June 30, 2011
Commercial	$	18,250		$	19,297
Commercial real estate:
Construction		1,494			1,057
Other		101,558			97,403
1 – 4 Family residential real estate:
Owner occupied		33,812			34,488
Non-owner occupied		18,307			19,098
Construction		321			597
Consumer		7,111			5,874
Subtotal		180,853			177,814
Less: Net deferred loan fees		(235	)		(263	)
Allowance for loan losses		(2,126	)		(2,101	)
Net Loans	$	178,492		$	175,450

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents the activity in the allowance for loan losses by portfolio segment for the three months ending December 31, 2011:

						1-4 Family
			Commercial			Residential
			Real			Real
	Commercial		Estate			Estate		Consumer			Total

Allowance for loan losses:
Beginning balance	$	97	$	1,054		$	845	$	91		$	2,087
Provision for loan losses		21		(89	)		50		85			67
Loans charged-off		—		—			—		(50	)		(50	)
Recoveries		—		—			5		17			22
Total ending allowance balance	$	118	$	965		$	900	$	143		$	2,126

The following table presents the activity in the allowance for loan losses by portfolio segment for the six months ending December 31, 2011:

						1-4 Family
				Commercial		Residential
				Real		Real
	Commercial			Estate		Estate			Consumer			Total

Allowance for loan losses:
Beginning balance	$	179		$	882	$	947		$	93		$	2,101
Provision for loan losses		(61	)		83		17			120			159
Loans charged-off		—			—		(69	)		(100	)		(169	)
Recoveries		—			—		5			30			35
Total ending allowance balance	$	118		$	965	$	900		$	143		$	2,126

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

A summary of activity in the allowance for loan losses for the three and six months ended December 31, 2010, was as follows:

	Three Months Ended December 31, 2010			Six Months Ended December 31, 2010
Beginning of period	$	2,357		$	2,276
Provision		142			244
Charge-offs		(244	)		(285	)
Recoveries		11			31
Balance at December 31,	$	2,266		$	2,266

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2011. Included in the recorded investment in loans is $(235) of net deferred loan fees and $485 of accrued interest receivable.

					1-4 Family
			Commercial		Residential
			Real		Real
	Commercial		Estate		Estate		Consumer		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	45	$	117	$	280	$	—	$	442
Collectively evaluated for impairment		73		848		620		143		1,684
Total ending allowance balance	$	118	$	965	$	900	$	143	$	2,126

Recorded investment in loans:
Loans individually evaluated for impairment	$	159	$	1,381	$	1,347	$	—	$	2,887
Loans collectively evaluated for impairment		18,131		101,711		51,230		7,144		178,216
Total ending loans balance	$	18,290	$	103,092	$	52,577	$	7,144	$	181,103

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2011. Included in the recorded investment in loans is $(263) of net deferred loan fees and $472 of accrued interest receivable.

					1-4 Family
			Commercial		Residential
			Real		Real
	Commercial		Estate		Estate		Consumer		Total
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment	$	13	$	126	$	293	$	—	$	432
Collectively evaluated for impairment		166		756		654		93		1,669
Total ending allowance balance	$	179	$	882	$	947	$	93	$	2,101

Recorded investment in loans:
Loans individually evaluated for impairment	$	82	$	1,405	$	1,042	$	—	$	2,529
Loans collectively evaluated for impairment		19,254		97,093		53,279		5,868		175,494
Total ending loans balance	$	19,336	$	98,498	$	54,321	$	5,868	$	178,023

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents information related to loans individually evaluated for impairment by class of loans as of and for the six months ended December 31, 2011:

	Unpaid				Allowance for		Average		Interest		Cash Basis
	Principal		Recorded		Loan Losses		Recorded		Income		Interest
	Balance		Investment		Allocated		Investment		Recognized		Recognized
With no related allowance recorded:
Commercial	$	100	$	100	$	—	$	44	$	—	$	—
Commercial real estate:
Other		625		624		—		633		3		3
1-4 Family residential real estate:
Owner occupied		92		92		—		96		2		2
Non-owner occupied		64		64		—		54		2		2
With an allowance recorded:
Commercial		59		59		45		61		—		—
Commercial real estate:
Other		756		757		117		760		11		11
1-4 Family residential real estate:
Owner occupied		219		217		13		218		6		6
Non-owner occupied		974		974		267		917		—		—
Total	$	2,889	$	2,887	$	442	$	2,783	$	24	$	24

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents information related to average recorded investment and interest income associated with loans individually evaluated for impairment by class of loans for the three months ended December 31, 2011:

	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With no related allowance recorded:
Commercial	$	43	$	—	$	—
Commercial real estate:
Other		630		—		—
1-4 Family residential real estate:
Owner occupied		95		—		—
Non-owner occupied		65		2		2
With an allowance recorded:
Commercial		60		—		—
Commercial real estate:
Other		758		6		6
1-4 Family residential real estate:
Owner occupied		218		4		4
Non-owner occupied		949		—		—
Total	$	2,818	$	12	$	12

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents information related to loans individually evaluated for impairment by class of loans as of June 30, 2011 and for the six months ended December 31, 2010:

	As of June 30, 2011 Six						Months ended December 31, 2010
	Unpaid				Allowance for		Average		Interest		Cash Basis
		Principal		Recorded		Loan Losses		Recorded		Income		Interest
		Balance		Investment		Allocated		Investment		Recognized		Recognized
With no related allowance recorded:
Commercial	$	18	$	18	$	—	$	22	$	—	$	—
Commercial real estate:
Other		413		412		—		500		—		—
With an allowance recorded:
Commercial		64		64		13		54		—		—
Commercial real estate:
Other		997		993		126		1,307		24		18
1-4 Family residential real estate:
Owner occupied		320		319		3		282		3		—
Non-owner occupied		724		723		290		751		—		—
Total	$	2,536	$	2,529	$	432	$	2,916	$	27	$	18

	Average		Interest		Cash Basis
	Recorded		Income		Interest
	Investment		Recognized		Recognized
With no related allowance recorded:
Commercial	$	21	$	—	$	—
Commercial real estate:
Other		507		—		—
With an allowance recorded:
Commercial		78		—		—
Commercial real estate:
Other		1,351		3		—
1-4 Family residential real estate:
Owner occupied		343		1		—
Non-owner occupied		727		—		—
Total	$	3,027	$	4	$	—

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents the recorded investment in non-accrual and loans past due over 90 days still on accrual by class of loans as of December 31, 2011 and June 30, 2011:

	December 31, 2011				June 30, 2011
			Loans Past Due				Loans Past Due
			Over 90 Days				Over 90 Days
			Still				Still
	Non-accrual		Accruing		Non-accrual		Accruing
Commercial	$	59	$	—	$	64	$	—
Commercial real estate:
Other		935		—		754		—
1 – 4 Family residential:
Owner occupied		352		—		219		—
Non-owner occupied		684		—		723		—
Consumer		—		—		—		—
Total	$	2,030	$	—	$	1,760	$	—

Non-accrual loans and loans past due 90 days still on accrual include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

The following table presents the aging of the recorded investment in past due loans as of December 31, 2011 by class of loans:

	Days Past Due
					90 Days or
	30 - 59		60 - 89		Greater &		Total		Loans Not
	Days		Days		Non-accrual		Past Due		Past Due		Total
Commercial	$	31	$	15	$	37	$	83	$	18,207	$	18,290
Commercial real estate:
Construction		—		—		—		—		1,494		1,494
Other		471		—		648		1,119		100,479		101,598
1-4 Family residential:
Owner occupied		299		—		211		510		33,435		33,945
Non-owner occupied		25		—		—		25		18,286		18,311
Construction		—		—		—		—		321		321
Consumer		14		6		—		20		7,124		7,144
Total	$	840	$	21	$	896	$	1,757	$	179,346	$	181,103

The above table of past due loans includes the recorded investment in non-accrual loans of $1,134 in the loans not past due category.

The following table presents the aging of the recorded investment in past due loans as of June 30, 2011 by class of loans:

	Days Past Due
					90 Days or
	30 - 59		60 - 89		Greater &		Total		Loans Not
	Days		Days		Non-accrual		Past Due		Past Due		Total
Commercial	$	—	$	1	$	—	$	1	$	19,335	$	19,336
Commercial real estate:
Construction		—		—		—		—		1,053		1,053
Other		—		242		412		654		96,791		97,445
1-4 Family residential:
Owner occupied		—		167		23		190		34,438		34,628
Non-owner occupied		—		44		175		219		18,877		19,096
Construction		—		—		—		—		597		597
Consumer		26		—		—		26		5,842		5,868
Total	$	26	$	454	$	610	$	1,090	$	176,933	$	178,023

The above table of past due loans includes the recorded investment in non-accrual loans of $410 in the 60 – 89 days past due category and $740 in the loans not past due category.

Troubled Debt Restructurings:

As of December 31, 2011, the recorded investment of loans classified as troubled debt restructurings was $1,844 with $276 of specific reserves allocated to these loans. As of June 30, 2011, the recorded investment of loans classified as troubled debt restructurings was $1,341 with $229 of specific reserves allocated to these loans. As of December 31, 2011 and June 30, 2011, the Corporation had not committed to lend any additional amounts to customers with outstanding loans that are classified as troubled debt restructurings.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

During the period ending December 31, 2011, the terms of certain loans were modified as troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; a permanent reduction of the recorded investment in the loan; or a temporary reduction in the payment amount to interest only.

Modifications involving a reduction of the stated interest rate of the loan were for periods ranging from 12 months to 6.5 years. Modifications involving an extension of the maturity date were for a period of 6.5 years.

The following table presents loans by class modified as troubled debt restructurings that occurred during the six month period ending December 31, 2011:

			Pre-Modification		Post-Modification
	Number of		Outstanding Recorded		Outstanding Recorded
	Loans		Investment		Investment
Troubled debt restructuring:
Commercial		1	$	85	$	85
1 – 4 Family residential:
Non-owner occupied		7		534		458
Total		8	$	619	$	543

The troubled debt restructurings described above increased the allowance for loan losses by $20 and resulted in charge offs of $63 during the period ending December 31, 2011.

Credit Quality Indicators:

The Corporation categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Corporation analyzes loans individually by classifying the loans as to credit risk. This analysis includes loans with a total outstanding loan relationship greater than $100 thousand and non-homogeneous loans, such as commercial and commercial real estate loans. Management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt and affirm the risk ratings for the loans and leases in their respective portfolio on an annual basis. The Corporation uses the following definitions for risk ratings:

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Special Mention. Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans. Loans listed as not rated are either less than $100 thousand or are included in groups of homogeneous loans. Based on the most recent analysis performed, the recorded investment by risk category of loans by class of loans was as follows:

	As of December 31, 2011
			Special						Not
	Pass		Mention		Substandard		Doubtful		Rated
Commercial	$	17,676	$	191	$	52	$	159	$	212
Commercial real estate:
Construction		1,320		174		—		—		—
Other		90,528		7,491		1,696		1,381		502
1-4 Family residential real estate:
Owner occupied		4,815		110		100		309		28,611
Non-owner occupied		13,554		2,598		941		1,038		180
Construction		71		—		—		—		250
Consumer		—		—		—		—		7,144
Total	$	127,964	$	10,564	$	2,789	$	2,887	$	36,899

	As of June 30, 2011
			Special						Not
	Pass		Mention		Substandard		Doubtful		Rated
Commercial	$	17,469	$	743	$	884	$	82	$	158
Commercial real estate:
Construction		868		76		109		—		—
Other		87,857		5,624		2,055		1,405		504
1-4 Family residential real estate:
Owner occupied		5,526		305		372		319		28,106
Non-owner occupied		14,549		1,976		1,657		723		191
Construction		28		—		—		—		569
Consumer		—		—		—		—		5,868
Total	$	126,297	$	8,724	$	5,077	$	2,529	$	35,396

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Note 4 - Fair Value

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Valuation techniques include use of discounted cash flow models and similar techniques.

The Corporation used the following methods and significant assumptions to estimate the fair value of items:

Securities: When available, the fair values of available-for-sale securities are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs). For securities where quoted market prices are not available, fair values are calculated based on market prices of similar securities (Level 2 inputs). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3 inputs). Discounted cash flows are calculated using spread to the swap and LIBOR curves. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Other Real Estate Owned: Nonrecurring adjustments to certain commercial and residential real estate properties classified as other real estate owned (OREO) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs in determining fair value.

Assets and liabilities measured at fair value on a recurring basis are summarized below:

			Fair Value Measurements at December 31, 2011 Using
	Balance at December 31, 2011		Level 1		Level 2		Level 3
Assets:
U.S. government-sponsored entities and agencies	$	9,213	$	—	$	9,213	$	—
Obligations of states and political subdivisions		28,149		—		28,149		—
Mortgage-backed securities – residential		49,334		—		49,334		—
Collateralized mortgage obligations		20,113		—		20,113		—
Trust preferred security		64		—		—		64

			Fair Value Measurements at June 30, 2011 Using
	Balance at June 30, 2011		Level 1		Level 2		Level 3
Assets:
U.S. government-sponsored entities and agencies	$	16,260	$	—	$	16,260	$	—
Obligations of states and political subdivisions		25,098		—		25,098		—
Mortgage-backed securities - residential		30,596		—		30,596		—
Collateralized mortgage obligations		19,868		—		19,868		—
Trust preferred security		67		—		—		67

The following table presents a reconciliation of the trust preferred security measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended December 31, 2011 and 2010:

	2011			2010
Beginning balance	$	67		$	422
Realized losses included in non-interest income		—			(50	)
Change in fair value included in other comprehensive income		(3	)		19
Ending balance, December 31	$	64		$	391

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Assets and liabilities measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements at December 31, 2011 Using
	Balance at December 31, 2011		Level 1		Level 2		Level 3
Impaired loans:
Commercial	$	14	$	—	$	—	$	14
Commercial real estate:
Other		640		—		—		640
1-4 Family
Owner occupied		204		—		—		204
Non-owner occupied		437		—		—		437

			Fair Value Measurements at June 30, 2011 Using
	Balance at June 30, 2011		Level 1		Level 2		Level 3
Impaired loans:
Commercial	$	51	$	—	$	—	$	51
Commercial real estate:
Other		871		—		—		871
1-4 Family
Owner occupied		317		—		—		317
Non-owner occupied		434		—		—		434

Impaired loans, which are generally measured for impairment using the fair value of the collateral for collateral dependant loans, had a principal balance of $1,717, with a valuation allowance of $422 at December 31, 2011. As of June 30, 2011, impaired loans with a principal balance of $2,105 had a valuation allowance of $432. The resulting impact to the provision for loan losses was $73 and $185 being recorded for the six month periods ended December 31, 2011 and 2010, respectively.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Fair Value of Financial Instruments

The following table shows the estimated fair value at December 31, 2011 and June 30, 2011, and the related carrying value of financial instruments:

	December 31, 2011						June 30, 2011
	Carrying Amount			Estimated Fair Value			Carrying Amount			Estimated Fair Value
Financial Assets:
Cash and cash equivalents	$	10,246		$	10,246		$	13,828		$	13,828
Certificates of deposits in other financial institutions		2,450			2,450			4,900			4,900
Securities available-for-sale		106,873			106,873			91,889			91,889
Loans, net		178,492			179,738			175,450			174,182
Accrued interest receivable		1,022			1,022			980			980
Financial Liabilities:
Demand and savings deposits		(180,925	)		(180,925	)		(159,302	)		(159,302	)
Time deposits		(82,312	)		(83,216	)		(88,944	)		(89,725	)
Short-term borrowings		(12,742	)		(12,742	)		(17,012	)		(17,012	)
Federal Home Loan Bank advances		(6,497	)		(7,240	)		(7,535	)		(7,884	)
Accrued interest payable		(72	)		(72	)		(82	)		(82	)

For purposes of the above disclosures of estimated fair value, the following assumptions were used. Estimated fair value for cash and cash equivalents, certificates of deposits in other financial institutions, accrued interest receivable and payable, demand and savings deposits and short-term borrowings were considered to approximate carrying value for instruments that reprice frequently and fully. Fair value for loans was estimated for portfolios of loans with similar financial characteristics. For adjustable rate loans that reprice at least annually and for fixed rate commercial loans with maturities of six months or less which possess normal risk characteristics, carrying value was determined to be fair value. Fair value of other types of loans (including adjustable rate loans which reprice less frequently than annually and fixed rate term loans or loans which possess higher risk characteristics) was estimated by discounting future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar anticipated maturities. Fair value for impaired loans was based on recent appraisals of the collateral or, if appropriate, using estimated discounted cash flows. The Corporation has not considered market illiquidity in estimating the fair value of loans due to uncertain and inconsistent market pricing being experienced on December 31, 2011.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Fair value of core deposits, including demand deposits, savings accounts and certain money market deposits, was the amount payable on demand. Fair value of fixed-maturity certificates of deposit was estimated using the rates offered at December 31, 2011 and June 30, 2011, for deposits of similar remaining maturities. Estimated fair value does not include the benefit that result from low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market. Fair value of short-term borrowings and accrued interest was determined to be the carrying amounts since these financial instruments generally represent obligations that are due on demand. Fair value of Federal Home Loan Bank advances was estimated using current rates at December 31, 2011 and June 30, 2011 for similar financing.

Federal bank and other restricted stocks include stock acquired for regulatory purposes, such as Federal Home Loan Bank stock and Federal Reserve Bank stock that are accounted for at cost due to restrictions placed on their transferability; and therefore, are not subject to the fair value disclosure requirements. The fair value of unrecorded commitments at December 31, 2011 and June 30, 2011 was not material.

Note 5 – Earnings Per Share

Basic earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period and is equal to net income divided by the weighted average number of shares outstanding during the period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares that may be issued upon the vesting of restricted stock awards. The following table details the calculation of basic and diluted earnings per share:

	For the Three Months Ended December 31,				For the Six Months Ended December 31,
	2011		2010		2011		2010
Basic:
Net income available to common shareholders	$	791	$	574	$	1,478	$	1,207
Weighted average common shares outstanding		2,050,176		2,041,517		2,050,075		2,040,043
Basic income per share	$	0.39	$	0.28	$	0.72	$	0.59

Diluted:
Net income available to common shareholders	$	791	$	574	$	1,478	$	1,207
Weighted average common shares outstanding		2,050,176		2,041,517		2,050,075		2,040,043
Dilutive effect of restricted stock		368		—		308		—
Total common shares and dilutive potential common shares		2,050,544		2,041,517		2,050,383		2,040,043
Dilutive income per share	$	0.39	$	0.28	$	0.72	$	0.59

CONSUMERS BANCORP, INC.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollars in thousands, except per share data)

General

The following is management’s analysis of the Corporation’s results of operations for the three and six month periods ended December 31, 2011, compared to the same periods in 2010, and the consolidated balance sheet at December 31, 2011 compared to June 30, 2011. This discussion is designed to provide a more comprehensive review of the operating results and financial condition than could be obtained from an examination of the financial statements alone. This analysis should be read in conjunction with the consolidated financial statements and related footnotes and the selected financial data included elsewhere in this report.

Overview

Consumers Bancorp, Inc., a bank holding company incorporated under the laws of the State of Ohio (the Corporation), owns all of the issued and outstanding common shares of Consumers National Bank, a bank chartered under the laws of the United States of America (the Bank). The Corporation’s activities have been limited primarily to holding the common shares of the Bank. The Bank’s business involves attracting deposits from businesses and individual customers and using such deposits to originate commercial, mortgage and consumer loans in its market area, consisting primarily of Stark, Columbiana, Carroll and contiguous counties in Ohio. The Bank also invests in securities consisting primarily of U.S. government sponsored entities, municipal obligations, mortgage-backed and collateralized mortgage obligations issued by Fannie Mae, Freddie Mac and Ginnie Mae.

Results of Operations

Three and Six Months Ended December 31, 2011 and December 31, 2010

Net Income

Net income increased to $791, to $0.39 per common share, in the second quarter of fiscal year 2012 compared with $574, or $0.28 per common share, in the prior year period. For the year-to-date period, net income increased to $1,478, or $0.72 per common share, compared with $1,207, or $0.59 per common share, from the same year ago period.

Return on average equity (ROE) and return on average assets (ROA) were 11.99% and 1.00%, respectively, for the second quarter of fiscal year 2012 compared to 9.33% and 0.82%, respectively, for the second quarter of fiscal year 2011.

ROE and ROA were 11.27% and 0.95%, respectively, for the 2012 fiscal year-to-date period compared to 9.85% and 0.88%, respectively, for the same periods last year.

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Net Interest Income

Net interest income, the difference between interest income earned on interest-earning assets and interest expense incurred on interest-bearing liabilities, is the largest component of the Corporation’s earnings. Net interest income is affected by changes in the volumes, rates and composition of interest-earning assets and interest-bearing liabilities. Net interest margin is calculated by dividing net interest income on a fully tax equivalent basis (FTE) by total average interest-earning assets. FTE income includes tax-exempt income, restated to a pre-tax equivalent, based on the statutory federal income tax rate. All average balances are daily average balances. Non-accruing loans are included in average loan balances.

The Corporation’s net interest margin for the three months ended December 31, 2011 was 4.05%, compared to 4.20% for the same year ago period. Net interest income for the three months ended December 31, 2011 increased by $243, or 9.1%, to $2,919 from $2,676 for the same year ago period. The increase in net interest income was primarily the result of a decline in the Corporation’s cost of funds and an increase in average interest-earning assets.

Interest income for the three months ended December 31, 2011 increased by $115, or 3.6%, from the same year ago period. An increase of $35,845, or 13.6%, in average interest-earning assets more than offset the impact the low interest rate environment has had on the yield of average interest-earning assets. Interest expense for the three months ended December 31, 2011 decreased by $128, or 25.1%, from the same year ago period. The Corporation’s cost of funds decreased to 0.69% for the three month period ended December 31, 2011 from 1.02% for the same year ago period mainly due to lower market rates affecting the rates paid on interest-bearing deposit accounts and short-term borrowings. The cost of FHLB advances increased to 4.09% for the three months ended December 31, 2011 as a result of a $17 prepayment penalty recognized following the prepayment of $1,000 of outstanding FHLB advances that had a weighted average rate of 3.44%.

The Corporation’s net interest margin for the six months ended December 31, 2011 was 4.08%, compared to 4.27% for the same period a year ago. Net interest income for the six months ended December 31, 2011 increased by $425, or 7.9%, to $5,794 from $5,369 for the same year ago period. The increase in net interest income was primarily the result of a decline in the Corporation’s cost of funds and an increase of $35,275, or 13.5%, in average interest-earning assets. The Corporation’s cost of funds decreased to 0.72% for the six month period ended December 31, 2011 from 1.07% for the same year ago period mainly due to lower market rates affecting the rates paid on all interest-bearing deposit accounts and short-term borrowings. The decline in the cost of funds and increase in average interest-earning assets more than offset the impact of the decline in the yield on average interest-earning assets to 4.61% for the six month period ended December 31, 2011 from 5.08% from the same year ago period.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Average Balance Sheets and Analysis of Net Interest Income for the Three Months Ended December 31,

(In thousands, except percentages)

	2011								2010
	Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate
Interest-earning assets:
Taxable securities	$	76,669		$	475		2.49	%	$	51,160		$	373		2.96	%
Nontaxable securities (1)		26,253			368		5.76			22,285			324		5.80
Loans receivable (1)		179,675			2,567		5.68			175,111			2,585		5.86
Interest bearing deposits and federal funds sold		17,490			14		0.32			15,686			13		0.33
Total interest-earning assets		300,087			3,424		4.56	%		264,242			3,295		4.97	%

Noninterest-earning assets		13,244								12,283

Total Assets	$	313,331							$	276,525

Interest-bearing liabilities:
NOW	$	21,318		$	7		0.13	%	$	14,010		$	4		0.11	%
Savings		89,191			27		0.12			67,163			33		0.19
Time deposits		85,881			271		1.26			93,277			395		1.68
Short-term borrowings		15,694			7		0.18			15,129			11		0.29
FHLB advances		6,710			69		4.09			8,237			66		3.18
Total interest-bearing liabilities		218,794			381		0.69	%		197,816			509		1.02	%

Noninterest-bearing liabilities:
Noninterest-bearing checking accounts		66,170								52,287
Other liabilities		2,134								1,999
Total liabilities		287,098								252,102
Shareholders’ equity		26,233								24,423

Total liabilities and shareholders’ equity	$	313,331							$	276,525

Net interest income, interest rate spread (1)				$	3,043		3.87	%				$	2,786		3.95	%

Net interest margin (net interest as a percent of average interest-earning assets) (1)							4.05	%							4.20	%

Federal tax exemption on non-taxable securities and loans included in interest income				$	124							$	110

Average interest-earning assets to interest-bearing liabilities		137.16	%							133.58	%

(1)

calculated on a fully taxable equivalent basis

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Average Balance Sheets and Analysis of Net Interest Income for the Six Months Ended December 31,

(In thousands, except percentages)

	2011								2010
	Average Balance			Interest		Yield/ Rate			Average Balance			Interest		Yield/ Rate
Interest-earning assets:
Taxable securities	$	73,033		$	955		2.64	%	$	49,793		$	798		3.26	%
Nontaxable securities (1)		25,925			730		5.77			21,790			631		5.82
Loans receivable (1)		179,016			5,108		5.68			174,951			5,186		5.88
Interest bearing deposits and federal funds sold		18,009			30		0.33			14,174			23		0.32
Total interest-earning assets		295,983			6,823		4.61	%		260,708			6,638		5.08	%

Noninterest-earning assets		13,355								12,151

Total Assets	$	309,338							$	272,859

Interest-bearing liabilities:
NOW	$	18,519		$	13		0.14	%	$	13,900		$	10		0.14	%
Savings		85,958			63		0.15			67,241			75		0.22
Time deposits		87,196			559		1.28			92,571			812		1.74
Short-term borrowings		16,252			18		0.22			14,151			24		0.34
FHLB advances		7,117			129		3.61			8,256			135		3.24
Total interest-bearing liabilities		215,042			782		0.72	%		196,119			1,056		1.07	%

Noninterest-bearing liabilities:
Noninterest-bearing checking accounts		66,193								50,383
Other liabilities		2,029								2,040
Total liabilities		283,264								248,542
Shareholders’ equity		26,074								24,317

Total liabilities and shareholders’ equity	$	309,338							$	272,859

Net interest income, interest rate spread (1)				$	6,041		3.89	%				$	5,582		4.01	%

Net interest margin (net interest as a percent of average interest-earning assets) (1)							4.08	%							4.27	%

Federal tax exemption on non-taxable securities and loans included in interest income				$	247							$	213

Average interest-earning assets to interest-bearing liabilities		137.64	%							132.93	%

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Provision for Loan Losses

The provision for loan losses represents the charge to income necessary to adjust the allowance for loan losses to an amount that represents management's assessment of the estimated probable credit losses in the Bank’s loan portfolio that have been incurred at each balance sheet date. For the three month period ended December 31, 2011, the provision for loan losses was $67, a decrease of $75 from the same prior year period. For the six month period ended December 31, 2011, the provision for loan losses was $159, a decrease of $85 from the same prior year period.

Net charge-offs for the six month period ending December 31, 2011 were $134, or 0.15% of total loans on an annualized basis, compared with $254, or 0.29% of total loans, for the same period last year. For the six month period ended December 31, 2011, charge-offs of $63 were related to a non-owner occupied 1-4 family residential loan that was modified as a troubled debt restructuring.

The allowance for loan losses as a percentage of loans was 1.18% at June 30, 2011 and December 31, 2011. Within the allowance for loan losses, the provision for the commercial real estate portfolio was a negative $89 for the current quarter primarily as a result of a $522 reduction from September 30, 2011 in commercial real estate loans classified as substandard. For the year-to-date period, the provision for the commercial real estate portfolio was $83 primarily as a result of an increase in loans classified as special mention from June 30, 2011. The provision for the commercial loan portfolio was a negative $61 for the current year-to-date period primarily as a result of the upgrade of commercial loans from substandard to special mention.

Non-performing loans were $2,030 as of December 31, 2011 and represented 1.12% of total loans. This compared with $1,760, or 0.99%, at June 30, 2011 and $2,168, or 1.22%, as of December 31, 2010. The allowance for loan losses to total non-performing loans at December 31, 2011 was 104.73% compared with 119.38% at June 30, 2011 and 104.52% at December 31, 2010.

The provision for loan losses as of December 31, 2011 was considered sufficient by management for maintaining an appropriate allowance for loan losses.

Non-Interest Income

Non-interest income totaled $697 for the second quarter of fiscal year 2012, compared to $582 for the same period last year. Non-interest income for the second quarter of fiscal year 2012 included a net gain from the sale of securities of $106 and a $53 loss from the sale of other real estate that was acquired through loan foreclosure.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Service charges on deposits increased by $40, or 12.2%, during the second quarter of fiscal year 2012 mainly due to an increase in overdraft fee income from the same period last year. Debit card interchange income increased by $22, or 14.0%, from the same period last year mainly due to an increase in debit card usage by our customers.

Non-interest income totaled $1,369 for the first six months of fiscal year 2012, compared to $1,188 for the same period last year. Non-interest income for the current year-to-date period included a net gain from the sale of securities of $155 and a $53 loss from the sale of other real estate that was acquired through loan foreclosure.

Service charges on deposits increased by $61, or 9.2%, during the first six months of fiscal year 2012 mainly due to an increase in overdraft fee income from the same period last year. Debit card interchange income increased by $51, or 16.6%, during the current year-to-date period mainly due to an increase in debit card usage by our customers.

Non-Interest Expenses

Total non-interest expenses increased to $2,500, or 5.1%, during the second quarter of fiscal year 2012, compared with $2,378 during the same year ago period.

Salaries and employee benefits increased by $126, or 10.6%, during the second quarter of fiscal year 2012 mainly due to staff hired for the branch location in Hartville, Ohio that opened during the fourth fiscal quarter of 2011 and normal merit increases that went into effect on July 1, 2011.

Occupancy and equipment increased by $11, or 4.5%, during the second quarter of fiscal year 2012 mainly due to expenses associated with the new branch location in Hartville, Ohio that were partially offset by lower depreciation expense on equipment.

Professional fees increased by $15, or 18.3%, mainly due to legal fees associated with the pursuit of a loan loss recovery from a loan that was charged-off in fiscal year 2011.

Federal Deposit Insurance Corporation (FDIC) assessments decreased by $29, or 37.2%, compared to the same period last year mainly due to an industry wide change in the way FDIC insurance assessments are calculated. On April 1, 2011, the deposit insurance assessment base changed from total domestic deposits to average total assets minus average tangible equity, pursuant to a rule issued by the FDIC as required by the Dodd-Frank Act.

Debit card processing expenses increased by $9, or 10.7%, during the second quarter of fiscal year 2012 mainly as a result of increased debit card usage by our customers.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Other expenses decreased by $15, or 4.3%, during the second quarter of fiscal year 2012 mainly due to lower loan appraisal and collection expenses as compared with the previous year.

Total non-interest expenses increased to $5,062, or 6.7%, during the first six months of fiscal year 2012, compared with $4,742 during the same year ago period.

Salaries and employee benefits increased by $275, or 11.6%, during the current year-to-date period mainly due to staff hired for the branch location in Hartville, Ohio that opened during the fourth fiscal quarter of 2011, staff that was added in the lending function during the first fiscal quarter of 2011 and normal merit increases that went into effect on July 1, 2011.

Occupancy and equipment increased by $5, or 1.0%, during the current year-to-date period mainly due to expenses associated with the new branch location in Hartville, Ohio that were partially offset by lower depreciation expense on equipment.

Federal Deposit Insurance Corporation (FDIC) assessments decreased by $57, or 36.5%, compared to the same period last year mainly due to an industry wide change in the way FDIC insurance assessments are calculated. On April 1, 2011, the deposit insurance assessment base changed from total domestic deposits to average total assets minus average tangible equity, pursuant to a rule issued by the FDIC as required by the Dodd-Frank Act.

Marketing and advertising expenses increased by $39, to $129 compared to the same period last year mainly due to an increase in marketing efforts as a result of the opening of the Hartville, Ohio branch location.

Debit card processing expenses increased by $19, or 11.3%, during the first six months of fiscal year 2012 mainly as a result of increased debit card usage by our customers.

Other expenses increased by $12, or 1.8%, during the first six months of fiscal year 2012 mainly due to additional costs associated with the conversion to a new internet banking provider. This increase was partially offset by a reduction in security expenses because of one-time expenses that occurred in the previous fiscal year.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Income Taxes

Income tax expense for the three month period ended December 31, 2011 increased by $94, to $258 from $164, compared to a year ago. The effective tax rate was 24.6% for the current quarter as compared to 22.2% for the same period last year.

Income tax expense for the six month period ended December 31, 2011 increased by $100, to $464 from $364, compared to a year ago. The effective tax rate was 23.9% for the current period as compared to 23.2% for the same period last year.

The effective tax rate differed from the federal statutory rate principally as a result of tax-exempt income from obligations of states and political subdivisions, loans and earnings on bank owned life insurance.

Financial Condition

Total assets at December 31, 2011 were $311,312 compared to $300,140 at June 30, 2011, an increase of $11,172, or an annualized 7.4%.

Available-for-sale securities increased by $14,984 from $91,889 at June 30, 2011 to $106,873 at December 31, 2011 due to the deployment of excess liquidity attributed to an increase in deposit balances. Within the securities portfolio, the Corporation owns a trust preferred security, which represents CDOs issued by other financial and insurance companies. As of December, 2011, the trust preferred security had an adjusted amortized cost of $202 and a fair value of $64. The security is part of a pool of issuers that support a more senior tranche of securities. Due to the illiquidity in the market, it is unlikely the Corporation would be able to recover its investment in this security if the Corporation sold the security at this time. Due to an increase in principal and/or interest deferrals by the issuers of the underlying securities, the cash interest payments for the trust preferred security are being deferred. On December 31, 2011, the lowest credit rating on this security was Fitch’s rating of C, which is defined as highly speculative. The issuers in this security are primarily banks, bank holding companies and a limited number of insurance companies. The investment security is evaluated using a model to compare the present value of expected cash flows to prior periods expected cash flows to determine if there has been an adverse change in cash flows during the period. The discount rate used to calculate the cash flows is the coupon rate of the security, based on the forward LIBOR curve. We calculate other-than-temporary impairments using a model that considers the structure and term of the CDO and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes. The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information including announcements of interest payment deferrals or defaults of underlying trust preferred securities. Assumptions used in the model include expected future default rates and prepayments. We assume no recoveries on defaults and all interest payment deferrals are treated as defaults with an assumed recovery rate of 15% on deferrals. In addition we use the model to “stress” the CDO, or make assumptions more severe than expected activity, to determine the degree to which assumptions could deteriorate before the CDO could no longer fully support repayment of the Corporation’s note class. According to the December 31, 2011 analysis, the expected cash flows were above the recorded amortized cost of the trust preferred security. The accumulated other-than-temporary impairment loss recognized in earnings was $780 at December 31, 2011 and June 30, 2011. If there is further deterioration in the underlying collateral of this security, other-than-temporary impairments may also occur in future periods.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Loan receivables increased by $3,067, or 1.7%, to $180,618 at December 31, 2011 compared to $177,551 at June 30, 2011.

Non-Performing Assets

The following table presents the aggregate amounts of non-performing assets and respective ratios as of the dates indicated.

	December 31, 2011			June 30, 2011			December 31, 2010
Non-accrual loans	$	2,030		$	1,760		$	2,157
Loans past due over 90 days and still accruing		—			—			11
Total non-performing loans		2,030			1,760			2,168
Other real estate owned		—			76			—
Total non-performing assets	$	2,030		$	1,836		$	2,168

Non-performing loans to total loans		1.12	%		0.99	%		1.22	%
Allowance for loan losses to total non-performing loans		104.73	%		119.38	%		104.52	%

As of December 31, 2011, impaired loans totaled $2,889, of which $1,992 are included in non-accrual loans. Commercial and commercial real estate loans are classified as impaired if management determines that full collection of principal and interest, in accordance with the terms of the loan documents, is not probable. Impaired loans and non-performing loans have been considered in management’s analysis of the appropriateness of the allowance for loan losses. Management and the Board of Directors are closely monitoring these loans and believe that the prospects for recovery of principal and interest, less identified specific reserves, are favorable.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Contractual Obligations, Commitments, Contingent Liabilities and Off-Balance Sheet Arrangements

Liquidity

The objective of liquidity management is to ensure adequate cash flows to accommodate the demands of our customers and provide adequate flexibility for the Corporation to take advantage of market opportunities under both normal operating conditions and under unpredictable circumstances of industry or market stress. Cash is used to fund loans, purchase investments, fund the maturity of liabilities, and at times to fund deposit outflows and operating activities. The Corporation’s principal sources of funds are deposits; amortization and prepayments of loans; maturities, sales and principal receipts from securities; borrowings; and operations. Management considers the asset position of the Corporation to be sufficiently liquid to meet normal operating needs and conditions. The Corporation's earning assets are mainly comprised of loans and investment securities. Management continually strives to obtain the best mix of loans and investments to both maximize yield and insure the soundness of the portfolio, as well as to provide funding for loan demand as needed.

Net cash inflow from operating activities for the six month period ended December 31, 2011 was $2,743, net cash outflows from investing activities was $15,556 and net cash inflows from financing activities was $9,231. A major source of cash was $17,603 from sales, maturities, calls or principal pay downs on available-for-sale securities and a $14,991 increase in deposits. A major use of cash included the $32,343 purchase of securities. Total cash and cash equivalents was $10,246 as of December 31, 2011 compared to $13,828 at June 30, 2011 and $11,882 at December 31, 2010.

The Bank offers several types of deposit products to its customers. The rates offered by the Bank and the fees charged for them are competitive with others currently available in the market area. Total deposits increased by $14,991, or 12.0% on an annualized basis, during the first six months of fiscal year 2012. Also, during the same period, the overall cost for funds decreased by 35 basis points from the same year ago period.

To provide an additional source of liquidity, the Corporation has entered into an agreement with the Federal Home Loan Bank (FHLB) of Cincinnati. At December 31, 2011, FHLB advances totaled $6,497 as compared with $7,535 at June 30, 2011. As of December 31, 2011, the Bank had the ability to borrow an additional $19,360 from the FHLB based on a blanket pledge of qualifying first mortgage loans. In October 2011, the Corporation prepaid $1,000 of outstanding FHLB advances with maturities of less than one year and a weighted average rate of 3.44%. The prepayment resulted in a prepayment penalty of $17 that was recognized in interest expense in the second quarter of fiscal year 2012. The Corporation considers the FHLB to be a reliable source of liquidity funding, secondary to its deposit base.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Short-term borrowings consisted of repurchase agreements which is a financing arrangement that matures daily. The Bank pledges securities as collateral for the repurchase agreements. Short-term borrowings decreased to $12,742 at December 31, 2011 from $17,012 at June 30, 2011.

Jumbo time deposits (those with balances of $100 thousand and over) decreased from $34,707 at June 30, 2011 to $29,705 at December 31, 2011. These deposits are monitored closely by the Corporation and are mainly priced on an individual basis. When these deposits are from a municipality, certain bank-owned securities are pledged to guarantee the safety of these public fund deposits as required by Ohio law. The Corporation has the option to use a fee-paid broker to obtain deposits from outside its normal service area as an additional source of funding. The Corporation however, does not rely upon these deposits as a primary source of funding. Although management monitors interest rates on an ongoing basis, a quarterly rate sensitivity report is used to determine the effect of interest rate changes on the financial statements. In the opinion of management, enough assets or liabilities could be repriced over the near term (up to three years) to compensate for such changes. The spread on interest rates, or the difference between the average earning assets and the average interest-bearing liabilities, is monitored quarterly.

Capital Resources

Total shareholders’ equity increased by $1,493 from June 30, 2011 to $26,817 as of December 31, 2011. The increase was mainly due to net income for the current six month period and an increase in the fair value of available-for-sale securities offset by cash dividends paid during the period.

The Bank is subject to various regulatory capital requirements administered by federal regulatory agencies. Capital adequacy guidelines and prompt corrective-action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the Corporation’s financial statements.

The Bank’s leverage and risk-based capital ratios as of December 31, 2011 were 7.4% and 14.3%, respectively. This compares to leverage and risk-based capital ratios of 7.5% and 14.0%, respectively, as of June 30, 2011. The Bank exceeded minimum regulatory capital requirements to be considered well-capitalized for both periods. Management is not aware of any matters occurring subsequent to December 31, 2011 that would cause the Bank’s capital category to change.

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Critical Accounting Policies

The financial condition and results of operations for the Corporation presented in the Consolidated Financial Statements, accompanying notes to the Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations are, to a large degree, dependent upon the Corporation’s accounting policies. The selection and application of these accounting policies involve judgments, estimates and uncertainties that are susceptible to change.

The Corporation has identified the appropriateness of the allowance for loan losses and the valuation of securities as critical accounting policies and an understanding of these policies are necessary to understand the financial statements. Critical accounting policies are those policies that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Footnote one (Securities and Allowance for Loan Losses), footnote two (Securities), footnote three (Loans) and Management Discussion and Analysis of Financial Condition and Results from Operation (Critical Accounting Policies) of the 2011 Form 10-K provide detail with regard to the Corporation’s accounting for the allowance for loan losses and valuation of securities and other-than-temporary impairment. There have been no significant changes in the application of accounting policies since June 30, 2011.

Forward-Looking Statements

When used in this report (including information incorporated by reference in this report), the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “believe” or similar expressions are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond the Corporation’s control, and could cause actual results to differ materially from those described in such statements. Any such forward-looking statements are made only as of the date of this report or the respective dates of the relevant incorporated documents, as the case may be, and, except as required by law, the Corporation undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances. Factors that could cause actual results for future periods to differ materially from those anticipated or projected include, but are not limited to:

· regional and national economic conditions becoming less favorable than expected, resulting in, among other things, a deterioration in credit quality of assets and the underlying value of collateral could prove to be less valuable than otherwise assumed;

· the economic impact from the oil and gas activity in the region could be less than expected or the timeline for development could be longer than anticipated;

· the nature, extent, and timing of government and regulatory actions;

· material unforeseen changes in the financial condition or results of Consumers National Bank’s customers;

CONSUMERS BANCORP, INC.

Management's Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

· changes in levels of market interest rates which could reduce anticipated or actual margins;

· competitive pressures on product pricing and services; and

· a continued deterioration in market conditions causing debtors to be unable to meet their obligations.

The risks and uncertainties identified above are not the only risks the Corporation faces. Additional risks and uncertainties not presently known to the Corporation or that the Corporation currently believes to be immaterial also may adversely affect the Corporation. Should any known or unknown risks and uncertainties develop into actual events, those developments could have material adverse effects on the Corporation’s business, financial condition and results of operations.

CONSUMERS BANCORP, INC.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by the report, an evaluation was performed under the supervision and with the participation of the Corporation's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures pursuant to Exchange Act Rule 13a- 15e. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective.

Changes in Internal Controls Over Financial Reporting

There have not been any changes in the Corporation's internal control over financial reporting that occurred during the Corporation's last quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

CONSUMERS BANCORP, INC.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

None

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

None

Item 3 – Defaults Upon Senior Securities

None

Item 5 – Other Information

None

Item 6 – Exhibits

Exhibit
Number	Description
Exhibit 10.3	Lease Agreement entered into between Furey Holdings, LLC and Consumers National Bank on December 23, 2005. Reference is made to Form 10-Q of the Corporation filed February 14, 2006, which is incorporated herein by reference.

Exhibit 10.6	2011 Amendment and Restatement of Salary Continuation agreement entered into with Mr. Lober on February 11, 2011. Reference is made to Form 10-Q of the Corporation filed February 11, 2011, which is incorporated herein by reference.

Exhibit 10.7	Form Noncompetition agreement entered into with Ms. Wood on February 11, 2011. Reference is made to Form 10-Q of the Corporation filed February 11, 2011, which is incorporated herein by reference.

Exhibit 11	Statement regarding Computation of Per Share Earnings (included in Note 1 to the Consolidated Financial Statements).

Exhibit 31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Exhibit 31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Exhibit 32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

Exhibit 101	The following material from Consumers Bancorp, Inc.’s Form 10-Q Report for the quarterly period ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language) includes: (1) Unaudited Consolidated Balance Sheets, (2) Unaudited Consolidated Statements of Income, (3) Unaudited Consolidated Statements of Comprehensive Income, (4) Unaudited Condensed Consolidated Statement of Changes in Shareholders’ Equity, (5) Unaudited Condensed Consolidated Statements of Cash Flows, and (6) the Notes to Unaudited Condensed Consolidated Financial Statements.

CONSUMERS BANCORP, INC.

SIGNATURES

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

	CONSUMERS BANCORP, INC.
	(Registrant)

Date: February 13, 2012	/s/ Ralph J. Lober
	Ralph J. Lober, II
	President & Chief Executive Officer

Date: February 13, 2012	/s/ Renee K. Wood
	Renee K. Wood
	Chief Financial Officer & Treasurer