CONSUMERS BANCORP INC /OH/ (Form: 10-Q, Received: 02/14/2006 12:03:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2005

Commission File No. 033-79130

CONSUMERS BANCORP, INC.

(Exact name of registrant as specified in its charter)

OHIO

033-79130

34-1771400

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


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

(330) 868-7701

(Issuer’s telephone number)

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 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 file ¨ Non-accelerated filer 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 10, 2006
		2,143,444 Common Shares

CONSUMERS BANCORP, INC.

FORM 10-Q

QUARTER ENDED DECEMBER 31, 2005


Part I – Financial Information

Item 1 – Financial Statements (Unaudited)

Interim financial information required by Rule 10-01 of Regulation S-X is included in this Form 10-Q as referenced below:

		Page Number (s)
Consolidated Balance Sheets December 31, 2005 (unaudited) and June 30, 2005		1

Consolidated Statements of Income Three months and six months ended December 31, 2005 and 2004 (unaudited)		2

Condensed Consolidated Statements of Changes in Shareholders’ Equity Three months and six months ended December 31, 2005 and 2004 (unaudited)		3

Condensed Consolidated Statements of Cash Flows Six months ended December 31, 2005 and 2004 (unaudited)		4

Notes to the Consolidated Financial Statements		5-8

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		9-19

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		20

Item 4 – Controls and Procedures		21
Part II – Other Information
Item 1 – Legal Proceedings		22

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 3 – Defaults upon Senior Securities		22

Item 4 – Submission of Matters to a Vote of Security Holders		22

Item 5 – Other Information		22

Item 6 – Exhibits		22-23

Signatures		23

CONSUMERS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)


	Unaudited December 31, 2005			June 30, 2005
ASSETS
Cash and cash equivalents	$	6,399		$	5,969
Securities, available for sale		37,638			24,887
Federal Home Loan Bank stock, at cost		937			912
Total loans		149,650			149,662
Less allowance for loan losses		(1,570	)		(1,523	)

Net Loans		148,080			148,139

Cash surrender value of life insurance		4,077			3,994
Premises and equipment, net		4,789			4,381
Intangible assets		975			1,055
Other real estate owned		538			524
Accrued interest receivable and other assets		1,684			1,319

Total assets	$	205,117		$	191,180

LIABILITIES
Deposits
Non-interest bearing demand	$	39,622		$	38,127
Interest bearing demand		11,201			12,901
Savings		52,213			54,804
Time		55,559			56,667

Total deposits		158,595			162,499

Short-term borrowings		6,900			6,046
Federal Home Loan Bank advances		19,001			2,335
Accrued interest and other liabilities		1,185			1,003

Total liabilities		185,681			171,883

SHAREHOLDERS’ EQUITY
Common stock (no par value, 2,500,000 shares authorized; 2,160,000 issued)		4,869			4,869
Retained earnings		15,148			14,841
Treasury stock, at cost (16,556 shares)		(256	)		(256	)
Accumulated other comprehensive loss		(325	)		(157	)

Total shareholders’ equity		19,436			19,297

Total liabilities and shareholders’ equity	$	205,117		$	191,180

See accompanying notes to consolidated financial statements

CONSUMERS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)


	Three Months ended December 31,				Six Months ended December 31,
	2005		2004		2005		2004
Interest income
Loans, including fees	$	2,466	$	2,291	$	4,852	$	4,635
Securities
Taxable		245		240		449		497
Tax-exempt		144		41		257		77
Federal funds sold		1		2		5		3

Total interest income		2,856		2,574		5,563		5,212
Interest expense
Deposits		546		320		1,060		621
Short-term borrowings		37		30		62		59
Federal Home Loan Bank advances		164		20		223		37

Total interest expense		747		370		1,345		717

Net interest income		2,109		2,204		4,218		4,495

Provision for loan losses		182		7		224		21

Net interest income after Provision for loan losses		1,927		2,197		3,994		4,474

Non-interest income
Service charges on deposit accounts		390		415		824		834
Gain on sale of securities		—		35		—		35
Other		146		140		292		322

Total non-interest income		536		590		1,116		1,191
Non-interest expenses
Salaries and employee benefits		1,098		996		2,186		1,921
Occupancy		271		286		542		565
Directors’ fees		25		37		65		68
Professional fees		34		123		97		258
Franchise taxes		21		54		88		108
Printing and supplies		69		55		122		95
Telephone and network communications		59		47		135		96
Amortization of intangible		40		40		80		81
Other		458		342		913		703

Total non-interest expenses		2,075		1,980		4,228		3,895

Income before income taxes		388		807		882		1,770
Income tax expense		72		246		188		535

Net Income	$	316	$	561	$	694	$	1,235

Basic earnings per share	$	0.15	$	0.26	$	0.32	$	0.58

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,
	2005			2004			2005			2004
Balance at beginning of period	$	19,252		$	18,938		$	19,297		$	18,110

Comprehensive income
Net Income		316			561			694			1,235
Other comprehensive income/(loss)		62			(128	)		(168	)		219

Total comprehensive income		378			433			526			1,454

Common cash dividends		(194	)		(193	)		(387	)		(386	)

Balance at the end of the period	$	19,436		$	19,178		$	19,436		$	19,178

Common cash dividends per share	$	0.09		$	0.09		$	0.18		$	0.18

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,
	2005			2004
Cash flows from operating activities
Net income	$	694		$	1,235
Adjustments to reconcile net income to net cash from operating activities		380			355

Net cash from operating activities		1,074			1,590

Cash flow from investing activities
Securities available for sale
Purchases		(15,907	)		(2,551	)
Maturities and principal pay downs		2,865			3,105
Proceeds from sales of securities		—			2,381
Net decrease in federal funds sold		—			210
Net increase in loans		(328	)		(8,627	)
Acquisition of premises and equipment		(720	)		(139	)
Disposal of premises and equipment		13			29
Sale of other real estate owned		204			—

Net cash from investing activities		(13,873	)		(5,592	)
Cash flow from financing activities
Net increase (decrease) in deposit accounts		(3,904	)		4,327
Net change in short-term borrowings		854			(451	)
Proceeds of Federal Home Loan Bank advances		16,800			—
Repayments of Federal Home Loan Bank advances		(134	)		(574	)
Dividends paid		(387	)		(386	)

Net cash from financing activities		13,229			2,916

Increase (decrease) in cash or cash equivalents		430			(1,086	)

Cash and cash equivalents, beginning of year		5,969			5,229

Cash and cash equivalents, end of period	$	6,399		$	4,143

Supplemental disclosure of cash flow information:
Cash paid during the year:
Interest	$	1,304		$	721
Federal income taxes		300			655
Non-cash items:
Transfer from loans to repossessed assets	$	205		$	400

See accompanying notes to consolidated financial statements.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited)

(Dollars in thousands, except per share amounts)

Note 1 – Summary of Significant Accounting Policies :

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 Consumers Bancorp, Inc.’s Form 10-K for the year ended June 30, 2005. The results of operations for the interim periods 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 Consumers Bancorp, Inc. (the “Corporation”) and its wholly owned subsidiary, Consumers National Bank (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.

Earnings per Share: Earnings per common share are computed based on the weighted average common shares outstanding. The weighted average number of outstanding shares was 2,143,444 and 2,146,281 for the quarter and year-to-date periods ended December 31, 2005 and 2004, respectively. The Corporation’s capital structure contains no dilutive securities.

Operating Lease: During the second fiscal quarter of 2005, Consumers National Bank entered into an operating lease agreement for the Malvern branch location. The lessor of the property is a member of the Corporation’s Board of Directors. The initial term of the lease is a period of ten years. The base rent through the end of the fifth year is one percent of the total Project Cost, as defined in the lease agreement. At the beginning of year six, the rent to be paid shall be increased in accordance with the change in the Consumers Price Index. For years one through five, the estimated annual lease expense is $32 per year.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Note 2 – Securities


December 31, 2005	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
Securities available for sale:
U.S. Treasury	$	997	$	—	$	(1	)
Obligations of government sponsored entities		9,959		2		(160	)
Obligations of states and political subdivisions		13,628		115		(27	)

Mortgage–backed securities		12,900		11		(432	)
Equity securities		154		—		—

Total Securities	$	37,638	$	128	$	(620	)


June 30, 2005	Fair Value		Gross Unrealized Gains		Gross Unrealized Losses
Securities available for sale:
U.S. Treasury	$	994	$	—	$	(5	)
Obligations of government sponsored entities		5,167		—		(71	)
Obligations of states and political subdivisions		3,697		60		(1	)

Mortgage–backed securities		14,875		20		(241	)
Equity securities		154		—		—

Total Securities	$	24,887	$	80	$	(318	)

The estimated fair values of securities at December 31, 2005, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Estimated Fair Value
Due in one year or less	$	1,267
Due after one year through five years		5,764
Due after five years through ten years		2,323
Due after ten years		15,230

Total		24,584

Mortgage-backed securities		12,900
Equity securities		154

Total	$	37,638

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

At December 31, 2005, available for sale securities included $2,185 of municipal securities with an aggregate book value of $2,175, or 11.2%, of shareholders’ equity that were issued by one issuer. Other than this issue, there were no other holdings of securities of any one issuer, other than the U.S. government and its agencies and corporations, with an aggregate book value which exceeds 10% of shareholders’ equity. As of December 31, 2005, any unrealized losses on securities that have been in a continuous loss position for 12 months or more have not been recognized into income because the issuer(s) securities are of high credit quality and the decline in fair value is largely due to changes in interest rates. The fair value is expected to recover as the securities approach their maturity dates.

Note 3 – Loans

Major classifications of loans were as follows:


	December 31, 2005		June 30, 2005
Real estate – residential mortgage	$	58,670	$	61,936
Real estate – construction		2,041		4,648
Commercial, financial and agriculture		82,474		75,815
Consumer		6,465		7,263

Total Loans	$	149,650	$	149,662


	December 31, 2005		June 30, 2005		December 31, 2004
Loans past due over 90 days and still accruing	$	230	$	190	$	12
Loans on non-accrual		1,898		1,807		1,306

Impaired loans		1,871		1,096		1,229
Amount of allowance allocated to impaired loans		357		232		279

Impaired loans of $1,871, $986 and $1,229 as of December 31, 2005, June 30, 2005 and December 31, 2004, respectively, were included in non-accrual loans.

CONSUMERS BANCORP, INC.

Notes to the Consolidated Financial Statements

(Unaudited) (continued)

(Dollars in thousands, except per share amounts)

Note 4 - Allowance for Loan Losses

A summary of activity in the allowance for loan losses for the six months ended December 31, 2005, and 2004, are as follows:


	Six months ended December 31,
	2005			2004
Beginning of period	$	1,523		$	1,753
Provision		224			21
Charge-offs		(241	)		(405	)
Recoveries		64			63

Balance at December 31,	$	1,570		$	1,432

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, 2005, compared to the same periods in 2004, and the consolidated balance sheets at December 31, 2005 compared to June 30, 2005. 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, 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 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 and government agency obligations, municipal obligations, mortgage-backed securities and other securities.

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 or experience to differ from results discussed in the forward-looking statements include, but are not limited to: regional and national economic conditions; changes in levels of market interest rates; credit risks, competitive and regulatory factors effecting lending activities; government regulation, and material unforeseen changes in the financial condition or results of Consumers National Bank’s customers could affect the Corporation’s financial performance and could cause the Corporation’s actual results for future periods to differ materially from those anticipated or projected.

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

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.

Results of Operations

Three and Six Months Ended December 31, 2005 and 2004

Net Income

Net income was $316 for the three months ended December 31, 2005, a decrease of $245 compared to the same period last year when net income was $561. Earnings per common share for the second fiscal quarter of 2005 was $0.15 as compared to $0.26 for the second fiscal quarter of 2004. These decreases were the result of an increase in provision expense and a decline in the net interest margin from 5.12% in the second fiscal quarter of 2004 to 4.63% for the same period in 2005.

Net income was $694 for the six months ended December 31, 2005, a decrease of $541 compared to the same period last year when net income was $1,235. Earnings per common share for the six month period ended December 31, 2005 was $0.32 as compared to $0.58 for the same period last year.

Return on average equity (ROE) and return on average assets (ROA) were 6.52% and 0.62%, respectively, for the second fiscal quarter of 2005 compared to 11.63% and 1.17%, respectively, for the second fiscal quarter of 2004.

ROE and ROA were 7.13% and 0.69%, respectively, for the six month period ended December 31, 2005 compared to 13.00% and 1.30%, respectively, for the same period ended in 2004.

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 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.

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

The Corporation’s net interest margin for the three months ended December 31, 2005 was 4.63%, compared to 5.12% for the same period last year. Net interest income for the three months ended December 31, 2005 decreased by $95, or 4.3%, to $2,109 from $2,204 for the same period last year. The decline in the net interest margin and net interest income was primarily due to an increase in cost of funds from 1.13% for the three months ended December 31, 2004 to 2.08% for the same period in 2005. The increase in the cost of funds was mainly caused by higher market rates affecting the rates paid on borrowings and rates paid on time deposits. The decline in net interest income for the three months ended December 31, 2005 was partially offset by a higher level of interest-earning assets as compared to the same period in 2004 combined with the Corporation’s yield on average interest-earning assets increasing to 6.22% for the three months ended December 31, 2005 from 5.95% for the comparable year ago period.

The Corporation’s net interest margin for the six months ended December 31, 2005 was 4.68%, compared to 5.18% for the same period last year. Net interest income for the six months ended December 31, 2005 was $4,218, a decrease of $277, or 6.2%, from $4,495 for the same period in 2004. The decrease in the net interest margin and net interest income was primarily attributable to an 80 basis point increase in the cost of interest-bearing liabilities.

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)


	2005							2004
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ rate
Interest-earning assets:
Taxable securities	$	23,886		$	245	4.07	%	$	25,571		$	240	3.74	%
Nontaxable securities (1)		13,281			207	6.18			3,864			60	6.15
Loans receivable (1)		149,008			2,470	6.58			144,937			2,321	6.35
Federal funds sold		131			1	3.03			487			2	1.63

Total interest-earning assets		186,306			2,923	6.22			174,859			2,623	5.95

Noninterest-earning assets		15,609							14,975

Total Assets	$	201,915						$	189,834

Interest-bearing liabilities:
NOW	$	12,287		$	13	0.42	%	$	15,627		$	29	0.75	%
Savings		53,258			79	0.59			59,118			57	0.38
Time deposits		55,235			454	3.26			44,352			234	2.10
Short-term borrowings		6,360			37	2.31			6,246			20	1.24
FHLB advances		15,485			164	4.20			3,933			30	2.98

Total interest-bearing liabilities		142,625			747	2.08	%		129,276			370	1.13	%

Noninterest-bearing liabilities:
Noninterest-bearing checking accounts		38,944							40,191
Other liabilities		1,137							1,219

Total liabilities		182,706							170,686
Shareholders’ equity		19,209							19,148

Total liabilities and shareholders’ equity	$	201,915						$	189,834

Net interest income, interest rate spread (1)				$	2,176	4.14	%				$	2,253	4.82	%

Net interest margin (net interest as a percent of average interest-earning assets (1)						4.63	%						5.12	%
Average interest-earning assets to interest-bearing liabilities		130.63	%						135.26	%

(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)


	2005							2004
	Average Balance			Interest		Yield/ Rate		Average Balance			Interest		Yield/ Rate
Interest-earning assets:
Taxable securities	$	22,728		$	449	3.92	%	$	26,300		$	497	3.75	%
Nontaxable securities (1)		12,089			371	6.09			3,619			117	6.42
Loans receivable (1)		148,878			4,861	6.48			143,783			4,645	6.41
Federal funds sold		249			5	3.98			388			3	1.53

Total interest-earning assets		183,944			5,686	6.13			174,090			5,262	6.00

Noninterest-earning assets		15,600							14,964

Total Assets	$	199,544						$	189,054

Interest-bearing liabilities:
NOW	$	12,295		$	24	0.39	%	$	15,422		$	52	0.66	%
Savings		54,159			146	0.53			59,502			115	0.38
Time deposits		56,837			890	3.11			43,905			454	2.05
Short-term borrowings		6,290			62	1.96			6,292			37	1.16
FHLB advances		10,779			223	4.10			4,442			59	2.62

Total interest-bearing liabilities		140,360			1,345	1.90	%		129,563			717	1.10	%

Noninterest-bearing liabilities:
Noninterest-bearing checking accounts		38,747							39,370
Other liabilities		1,145							1,273

Total liabilities		180,252							170,206
Shareholders’ equity		19,292							18,848

Total liabilities and shareholders’ equity	$	199,544						$	189,054

Net interest income, interest rate spread (1)				$	4,341	4.23	%				$	4,545	4.90	%

Net interest margin (net interest as a percent of average interest-earning assets (1)						4.68	%						5.18	%

Average interest-earning assets to interest-bearing liabilities		131.05	%						134.37	%

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 inherent in the Bank’s loan portfolio that have been incurred at each balance sheet date. The provision for loan losses increased to $224 for the six month period ended December 31, 2005 compared to $21 for the same period last year. The higher provision for loan losses resulted mainly from an increase in the specific allocation related to impaired loans due to deterioration in collateral values. Net charge-offs were $177 for the six month period ended December 31, 2005 compared to $342 for the same period in 2004. In 2005, $80 of the net charge-offs related to a real estate loan that was foreclosed on resulting in the fair market value of the property being transferred into other real estate owned. This property was specifically allocated for within the allowance for loan loss in a prior period when the probable loss had been identified. A majority of the remaining net charge-offs were within the commercial and consumer loan portfolios, which also contributed to the higher provision expense for 2005. A majority of the charge-offs for the six months ended December 31, 2004 were isolated to a single borrower.

As older loans are paid down they have been replaced with loans of better credit quality due to enhanced credit analysis systems that were put in place to monitor the commercial loan portfolio. The Corporation has identified loans to small businesses mainly secured by real estate as an area of the market that provides growth opportunities. The general reserves on the homogeneous loan pools within the allowance for loan losses calculation reflect these shifts within the portfolio. Also, the continued economic uncertainty within the Company’s market area was considered within the allowance for loan loss calculation. The provision for loan losses was considered sufficient by management for maintaining an appropriate allowance for loan losses.

Non-Interest Income

Non-interest income decreased to $536 during the second fiscal quarter of 2005, compared to $590 for the same quarter last year. Within non-interest income, service charges on deposits decreased by $25 mainly due to lower overdraft fees. Also, the second fiscal quarter of 2004 included a $35 gain from the sale of available for sale securities.

Non-interest income was $1,116 for the six months ended December 31, 2005, compared to $1,191 during the same period last year. The six months ended December 31, 2004 included a $35 gain from the sale of available for sale securities. Also, other income decreased from $322 for the six months ended December 31, 2004 to $292 for the same period in 2005 mainly due to the sale of the Community Title Agency, Inc., which the Bank sold on October 1, 2004. At the time of its sale, Community Title Agency, Inc. accounted for less than 2% of the Corporation’s consolidated assets and business.

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Non-Interest Expenses

Non-interest expenses increased 4.8%, to $2,075 during the second fiscal quarter of 2005, compared to $1,980 during the same quarter last year. Within non-interest expenses, salaries and employee benefits increased $102 as vacant senior management positions have been filled. This increase was partially offset by an $89 decrease in consulting and professional fees since the senior management team is now performing services that were previously performed by outside consultants. Also, contributing to the increase in non-interest expenses were fees associated with moving to an imaged environment in the Proof department. As a result of the imaged environment, Consumers is now able to electronically capture images at its branch locations eliminating the need to courier work from each branch to a central location. Long term objectives of moving to an imaged environment include: improving the ability to identify potential fraud by isolating checks that are inconsistent with historical account activity, intraday clearing allowing for quicker access to funds, and recognizing operational savings related to equipment maintenance and repair, and reduced courier and employee costs.

Non-interest expenses increased $333, to $4,228 for the six months ended December 31, 2005, compared to $3,895 during the same period last year. Within non-interest expenses, salaries and employee benefits increased $265 as vacant senior management positions have been filled, advertising expenses increased $51 as the Corporation has renewed its marketing efforts and repossession and collection fees increased $22 mainly due to expenses incurred related to real estate loans that were foreclosed on resulting in the fair market value of the properties being transferred into other real estate owned. These increases were partially offset by a $161 decrease in consulting and professional fees for the six months ended December 31, 2005 as compared to the same period last year.

Income Taxes

Income tax expense for the three months ended December 31, 2005 decreased $174, to $72 from $246, compared to the same period in 2004. The effective tax rate was 18.6% for the current quarter as compared to 30.5% for the same quarter last year. The provision for income taxes for the six months ended December 31, 2005 decreased $347 to $188 from $535 for the same period in 2004. The effective tax rate for the six months ended December 31, 2005 was 21.3% as compared to 30.2% for the same period in 2004. 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. The decline in the effective tax rate in 2005 as compared to 2004 was mainly due to tax-free income being a larger portion of pre-tax income.

Financial Condition

Total assets at December 31, 2005 were $205,117 compared to $191,180 at June 30, 2005, an increase of $13,937 or 7.3%. Available for sale securities have increased by $12,751 from $24,887 at June 30, 2005 to $37,638 at December 31, 2005. During the first fiscal quarter of 2005, $10.0 million of municipal securities were purchased.

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 remained relatively flat at $149,650 at December 31, 2005 compared with June 30, 2005. The Corporation has identified loans to small businesses mainly secured by real estate as an area of the market that provides growth opportunities. Additional personnel and systems have been added to analyze the commercial loan portfolio in order to take advantage of the growth opportunities and to manage the risk profile of the portfolio.

Total shareholders’ equity increased by $139 from June 30, 2005, to $19,436 as of December 31, 2005. This increase was caused by net income for the six month period which was partially offset by cash dividends paid and a decline in the fair market value of available for sale securities as a result of changes in interest rates.

Non-Performing Assets

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


	December 31, 2005			June 30, 2005			December 31, 2004
Non-accrual loans	$	1,898		$	1,807		$	1,306
Loans past due over 90 days and still accruing		230			190			12

Total non-performing loans		2,128			1,997			1,318
Other real estate owned		538			524			902

Total non-performing assets	$	2,666		$	2,521		$	2,220

Non-performing loans to total loans		1.42	%		1.33	%		0.89	%
Allowance for loan losses to total non-performing loans		73.78			76.26			108.65
Loans 90 days or more past due and still accruing to total loans		0.15			0.13			0.01

Following is a breakdown of non-accrual loans as of December 31, 2005 by collateral:


	December 31, 2005
Commercial non-mortgage collateral	$	45
Multifamily residential properties		284
1-4 family residential properties		1,551
Equipment		18

Total	$	1,898

As of December 31, 2005, impaired loans totaled $1,871 and all of the impaired loans were included in non-accrual loans. Commercial and commercial real estate loans are classified as impaired if full collection of principal and interest, in accordance with the terms of the loan documents, is not probable. Impaired loans and non-performing loans

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

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 good.

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.

The Corporation offers several deposit products to its customers. The rates offered by the Corporation and the fees charged for these products are competitive with others available currently in the market area. Interest rates on savings deposits have remained at historical low levels, while rates on demand deposits and time deposits have increased in recent months due to current market conditions.

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, 2005, FHLB advances totaled $19,001 as compared with $2,335 at June 30, 2005. The increase in the FHLB advances from June 30, 2005 to December 31, 2005 was due to a $3,904 decline in deposits combined with a $12,751 increase in available for sale securities. The Corporation considers the FHLB to be a reliable source of liquidity funding, secondary to its deposit base.

Jumbo time deposits (those with balances of $100 thousand and over) decreased from $18,555 at June 30, 2005 to $13,933 at December 31, 2005. These deposits are monitored closely by the Corporation and 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 on occasion used 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

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

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. It is the Corporation’s goal to maintain this spread at better than 4.0%. The spread, on a taxable equivalent basis, was 4.23% and 4.90% for the six month periods ended December 31, 2005 and 2004, respectively.

CONSUMERS BANCORP, INC.

Management’s Discussion and Analysis of Financial Condition

and Results of Operations (continued)

(Dollars in thousands, except per share data)

Capital Resources

The following table presents the capital ratios of Consumers Bancorp, Inc.


	December 31, 2005			June 30, 2005
Total adjusted average assets for leverage ratio	$	203,934		$	190,082
Risk-weighted assets and off-balance-sheet financial instruments for capital ratio		152,665			147,810
Tier I capital		18,786			18,398
Total risk-based capital		20,356			19,921
Leverage Ratio		9.2	%		9.7	%
Tier I capital ratio		12.3			12.5
Total capital ratio		13.3			13.5

The Corporation and subsidiary Bank are 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 is considered well capitalized under the Federal Deposit Insurance Act at December 31, 2005. Management is not aware of any matters occurring subsequent to December 31, 2005 that would cause the Bank’s capital category to change.

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 Company has identified the appropriateness of the allowance for loan losses is a critical accounting policy and an understanding of this policy is 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 (Allowance for Loan Losses), footnote three (Loans) and Management Discussion and Analysis of Financial Condition and Results from Operation (Critical Accounting Policies and Allowance for Loan Losses) of the 2005 Form 10-K provide detail with regard to the Corporation’s accounting for the allowance for loan losses. There have been no significant changes in the application of accounting policies since June 30, 2005.

CONSUMERS BANCORP, INC.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk that a financial institution’s earnings and capital, or its ability to meet its business objectives, will be adversely affected by movements in market rates or prices such as interest rates, foreign exchange rates, equity prices, credit spreads and/or commodity prices. Within the Bank, the dominant market risk exposure is changes in interest rates. The negative effect of this exposure is felt through the net interest margin and the market value of various assets and liabilities.

The Bank measures interest-rate risk from the perspectives of earnings at risk and value at risk. The primary purpose of both the loan and investment portfolios is the generation of income, but credit risk is the principal focus of risk analysis in the loan portfolio and interest-rate risk is the principal focus in the investment portfolio. Because of the greater liquidity of the investment portfolio, it is the vehicle for managing interest-rate risk in the entire balance sheet. The Bank manages its interest rate risk position using simulation analysis of net interest income and net income over a two-year period. The Bank also calculates the effect of an instantaneous change in market interest rates on the economic value of equity or net portfolio value. Once these analyses are complete, management reviews the results, with an emphasis on the income-simulation results for purposes of managing interest-rate risk. The rate sensitivity position is managed to avoid wide swings in net interest margins. Measurement and identification of current and potential interest rate risk exposures are conducted quarterly, with reporting and monitoring also occurring quarterly. The Bank applies interest rate shocks to its financial instruments up and down 100 and 200 basis points.

The following table presents an analysis of the potential sensitivity of the Bank’s annual net interest income and present value of the Bank’s financial instruments to a sudden and sustained increase and decrease change in market interest rates of 200 and 100 basis points:


	Maximum Change 2005		Guidelines
One Year Net Interest Income Change
+200 Basis Points	(2.7	)%	16	%
+100 Basis Points	(1.4	)%	8	%
-100 Basis Points	2.4	%	8	%
-200 Basis Points	4.3	%	16	%
Net Present Value of Equity Change
+200 Basis Points	(11.7	)%	30	%
+100 Basis Points	(4.5	)%	20	%
-100 Basis Points	1.9	%	20	%
-200 Basis Points	1.2	%	30	%

The projected volatility of net interest income and net present value of equity shown in the table falls within Board of Directors guidelines in right hand column.

The preceding analysis is based on numerous assumptions, including relative levels of market interest rates, loan prepayments and reactions of depositors to changes in interest rates, and should not be relied upon as being indicative of actual results. Further, the analysis does not necessarily contemplate all actions the Bank may undertake in response to changes in interest rates.

CONSUMERS BANCORP, INC.

Item 4 – Controls and Procedures

As of December 31, 2005, an evaluation was carried out 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 Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2005, the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Corporation, in reports that it files or submits under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There were no changes in the Corporation’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2005, that have materially affected, or are reasonably likely to materially affect its 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 4 – Submission of Matters to a Vote of Security Holders

Consumers Bancorp, Inc. held its Annual Meeting of Shareholders on October 19, 2005, for the purpose of electing four directors and to transact such other business as would properly come before the meeting. Shareholders elected the Class II Directors, consisting of David W. Johnson; Laurie L. McClellan; and Walter J. Young to serve a term ending in 2008 and a Class I Director, James V. Hanna, to serve a term ending in 2007. The remaining Class I Directors, consisting of James R. Kiko, Sr., and John E. Tonti, shall each continue to serve a term ending in 2007. The Class III Directors, consisting of John P. Furey, Thomas M. Kishman, and Steven L. Muckley, shall each continue to serve a term ending in 2006.

Results of shareholder voting for the election of Directors was as follows:


	David W. Johnson	Laurie L. McClellan	Walter J. Young	James V. Hanna

For	1,541,524	1,549,792	1,544,455	1,529,058
Withheld	12,113	3,845	9,182	24,579
Abstentions	—	—	—	—

Item 5 – Other Information

The Board of Directors of Consumers Bancorp, Inc., declared a $0.07 per share cash dividend for shareholders of record on February 21, 2006 that will be paid on March 13, 2006.

Item 6 – Exhibits

Exhibit 10.3 Lease Agreement entered into between Furey Holdings, LLC and Consumers National Bank on December 23, 2005.

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 President & Chief Executive Officer.

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

CONSUMERS BANCORP, INC.

Item 6 – Exhibits (continued)

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

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

SIGNATURES

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


		CONSUMERS BANCORP, INC.
		(Registrant)

Date: February 14, 2006		/s/ Steven L Muckley
		Steven L. Muckley
		President & Chief Executive Officer

Date: February 14, 2006		/s/ Renee K. Wood
		Renee K. Wood
		Chief Financial Officer & Treasurer

Exhibit 10.3

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) made this 23rd day of December, 2005 (“Effective Date”), (which is the date that this Lease is executed by the last of the parties hereto), between FUREY HOLDINGS, LLC, an Ohio corporation, with an address of 206 Carrollton Street, Malvern, Ohio 44644 (hereinafter referred to as “Lessor”), and CONSUMERS NATIONAL BANK, having its principal place of business located at 614 East Lincoln Way, Minerva, Ohio 44657 (hereinafter referred to as “Lessee”).

RECITALS

A. Lessor is the equitable owner of land consisting of 11 acres, more or less (of which .8 acres is allocated to this lease) located on State Routes 43 and 183 in the Township of Brown, County of Carroll, State of Ohio, the perimeter boundary of which is depicted on the site plan attached hereto as Exhibit “A” (said land, including any buildings and improvements situated thereon, now or in the future, shall be collectively referred to herein as the “Demised Premises”).

B. Lessee desires to lease from Lessor and Lessor desires to lease to Lessee the Demised Premises upon the terms, conditions, covenants, and agreements set forth herein.

NOW , THEREFORE , in consideration of the mutual covenants hereinafter set forth and the foregoing recitals which are incorporated herein, the parties hereto, intending to be legally bound hereby, covenant as follows:

ARTICLE I

DEMISE OF PREMISES; WARRANTIES;

LEASE CONTINGENCIES

Section 1.1 Demise . Subject to Section 1.3 hereof, as well as all other terms, conditions and covenants hereinafter set forth, Lessor hereby leases and permits the use to Lessee, and Lessee hereby leases from Lessor the Demised Premises.

Section 1.2 Warranties . Lessor covenants and warrants to Lessee:

(a) To the best of Lessor’s knowledge, the Demised Premises are not subject to any lease, sublease, dedication, easement, right of way, reservation, covenant, condition, restriction, lien or encumbrance which might prohibit or materially interfere with Lessee’s construction of Lessee’s Improvements, as hereinafter described, and use of the Demised Premises as a branch banking location, as hereinafter defined;

(b) That all taxes, assessments or impositions of any kind with respect to the Demised Premises, except current taxes, have been paid in full;

(d) That no person or entity has any option or other contractual right to purchase all or any portion of the Demised Premises; and

(e) That the Demised Premises have been maintained and are now in conformity with all acts, regulations, ordinances, statutes and laws regarding environmental matters.

Section 1.3 Contingencies . It is specifically understood and agreed that this Lease is subject to and contingent upon each of the following contingencies and conditions (hereinafter individually “Contingency” and collectively “Contingencies”), any and all of which may be waived in whole, or in part, by Lessee, and to the extent a Contingency is within the exclusive control of the Lessee, Lessee agrees to use its best efforts to satisfy said Contingency. If any of the following Contingencies have not been satisfied by Lessor or Lessee (as applicable) or waived by Lessee within two hundred ten (210) days after the Effective Date (the “Contingency Period”), then, thereafter, either party may elect to terminate this Lease by providing written notice of such termination to the other party, provided, however, such election is made within thirty (30) days of the expiration of the Contingency Period. In the event of termination as aforesaid, there shall be no further liability or obligations on part of either party to the other under this Lease. The aforesaid Contingencies are as follows:

(a) That Lessee, at Lessee’s expense, obtain all applicable permits and approvals under the zoning and building regulations, development ordinances, subdivision ordinances, codes, statutes, laws and directive of the Village of Malvern, County of Carroll, the State of Ohio, and all other authorities having jurisdiction (hereinafter “Governmental Approvals”), that will allow the Lessee to obtain all of its permits to proceed with the development, use and occupancy of the Demised Premises for a full service bank branch.

(b) That Lessor obtains highway occupancy approval(s) for access to the Demised Premises in the location as substantially depicted on the attached Exhibit “A” and any off-site traffic improvements required by such approvals are financially acceptable to Lessee;

(c) That Lessor confirm that all public, quasi-public or private utilities for water, sewer, telephone, gas, and electric are available (as to capacity and availability) to the Demised Premises and that any extension or relocation of utilities that may be required are financially acceptable to Lessee.

Section 1.4 Cooperation with Lessee . Lessor agrees to promptly execute and deliver to Lessee applications and permits which are required by the appropriate jurisdiction to be signed or issued in the name of the fee owner of the Demised Premises, such as, without limitation and by way of example only, subdivision applications and plats and highway occupancy permits. Lessee represents and warrants that it will keep all information and/or reports and/or documents obtained from Lessor or its agents, or related to or in connection with the Demised Premises strictly confidential and will not disclose any such information to any person or entity (except for Lessee’s attorneys, consultants and advisors who need to know such information for the purpose of providing advice to Lessee with respect to this Lease), without the prior written consent of Lessor.

Section 1.5 Entry Upon Property . During the Contingency Period, Lessor hereby grants to Lessee the right to enter upon the Demised Premises, during normal business hours or at such other reasonable times, for the purpose of making surveys, drilling for soil tests, doing engineering or structural studies, and for any other reasonable purpose to determine the suitability of the Demised Premises for the construction and operation of Improvements, as that term is defined in Section 2.1 hereof. Lessee agrees to indemnify and hold Lessor free and harmless from any and all costs or liability incurred by reason of Lessee entering upon the Demised Premises for the aforesaid purposes. If the Initial Term does not commence because the events described in Section 3.1(a) and (b) hereof do not occur, Lessee shall restore, to the extent reasonably practicable, the Demised Premises to substantially the same condition that existed prior to said studies if, and to the extent of, any damage caused by Lessee’s testing.

ARTICLE II

CONSTRUCTION OF IMPROVEMENTS

Section 2.1 Construction . Lessor shall construct upon the Demised Premises a building, together with related improvements for the Lessee’s proposed use as a full service bank branch with adjacent parking, and signage, all in accordance with the plans and specifications of Lessee (hereinafter referred to collectively as “Improvements”).

ARTICLE III

TERM AND RENEWAL TERM

Section 3.1 Initial Term . The initial term of the Lease (“Initial Term”) shall be for a period of ten (10) years, commencing on the Lease Commencement Date. The “Lease Commencement Date” is defined as the first to occur of the following events: (a) the date upon which Lessee completes construction of Improvements on the Demised Premises; or (b) upon Lessee’s occupancy of the Demised Premises. Promptly upon the occurrence of either of the foregoing events, Lessee shall provide Lessor written notice confirming the occurrence of such event and acknowledging the Lease Commencement Date.

Section 3.2 Renewal Term . Lessor hereby grants to Lessee the right to annually renew this Lease for one (1) year terms (each a “Renewal Term” and collectively, the “Renewal Terms”). The Renewal Term will be automatically renewed unless Lessee gives notice of termination as set forth in Section 3.3 below. The terms and conditions for each Renewal Term shall be the same as for the Initial Term hereof, however the initial monthly rental payment for the first one (1) year Renewal Term shall be the rental payment then in effect upon completion of the Initial Term, as adjusted pursuant to the procedure described in Section 4.1.

Section 3.3 Termination . The Lessee has the right to terminate the Lease by giving written notice to the Lessor ninety (90) days prior to the expiration of the Initial Term or ninety (90) days prior to the expiration of any subsequent Renewal Term.

Section 3.4 Memorandum of Lease . This Lease Agreement will not be recorded, but rather a Memorandum of Lease may be recorded, at the option of Lessor or Lessee. If recorded by Lessee, Lessee shall pay any realty transfer taxes that may be due as a result of the recordation of any Memorandum of Lease covering this Lease Agreement.

Section 3.5 Lease Year . During the Term of this Lease, a lease year shall mean a period of twelve (12) consecutive months, except that the first lease year shall begin on the Lease Commencement Date and shall end the following calendar year on the last day of that calendar month preceding the month of the Lease Commencement Date.

Section 3.6 Use . The Lessee shall have the right to use the Demised Premises and each and every part thereof for any lawful purpose relating directly or indirectly to any business in which the Lessee is now or in the future engaged (provided any necessary government approvals or authorizations shall have been obtained by Lessee).

Section 3.7 Purchase Right of First Refusal . If at any time during the term of this Lease, the Renewal Term, or any tenancy after either, Lessor receives from a ready, willing and able purchaser an acceptable bona fide offer to purchase, or makes a bona fide offer to purchase, or makes a bona fide offer to sell to such a purchaser, the Demised Premises or any part thereof or any property which includes all or part of the Demised Premises, Lessor shall give Lessee notice, specifying the name and address of the purchaser and the price and terms of the offer, accompanied by Lessor’s affidavit that the proposed sale is in good faith. Lessee shall thereupon have the prior option to purchase the Demised Premises or the part thereof or the entire property covered by such offer, at the price and on the terms of the offer, which option Lessee may exercise by giving Lessor notice within thirty (30) days after Lessee’s receipt of Lessee’s notice of the offer. In the event Lessee fails to affirmatively exercise its right of first refusal during said thirty (30) day period, Lessee shall be deemed to have waived its right of first refusal. In the event that any of the terms or conditions of the offer are changed after Lessee waives its rights hereunder, Lessor shall give notice of all such changes to Lessee and Lessee shall have an additional fifteen (15) days to exercise its right of first refusal hereunder. Lessee’s failure at any time to exercise its option under this Section 3.7 shall not affect this Lease or the continuance of Lessee’s rights and options under this Section or any other Section hereof.

ARTICLE IV

RENT

Section 4.1 Rent During Initial Term and Renewal Term . The base rent commencing on the Lease Commencement Date and continuing through the fifth anniversary of the Lease Commencement Date shall be one percent (1%) of the total Project Cost (the “Rent”) to be paid by Lessee to Lessor monthly. The total Project Cost for purposes of Rent computed under this item shall be defined to include all of Lessor’s costs associated with architectural design, site development, permits and construction of the bank branch building and adjacent parking to be located on the Demised Premises. Prior to the Lease Commencement Date, the Lessor shall provide Lessee with a certificate itemizing the costs and fees that comprise the total Project Cost. Rent to be paid by Lessee to Lessor shall be adjusted at the beginning of year six in accordance with the change in the CPI-U (as such term is defined below) from the Lease Commencement Date to the end of year five. For purposes of this Lease, “CPI-U” shall mean the United States Consumers Price Index All Urban Consumers (CPI-U) U.S. City average all items, calculated on the same month each year beginning with the initial month of Lease inception. The monthly rental payment for the first one (1) year renewal term will be adjusted in accordance with the change in CPI-U from the start of year six to the end of year ten. For each succeeding renewal year, the monthly rental payment will be adjusted annually based on the prior year’s change in CPI-U. Notwithstanding anything else in this Section 4.1, Lessee shall be provided with at least thirty (30) days written notice of any Rent increase prior to it becoming effective.

Section 4.2 Rent Payment Dates . Lessee shall make all payments of rent under this Lease in advance on the first day of each calendar month during the term of this Lease, and at a prorated rate for fractions of a month, based on the number of days in such month, if the Lease Commencement Date or the termination date falls on a day other than the first day of the month. Lessee shall make all payments of rent to Furey Holdings, LLC at the address shown on the first page of this Lease, or to such other address as the Lessor may direct in writing to Lessee.

ARTICLE V

INDEMNIFICATION AND INSURANCE

Section 5.1 Indemnification . During the Initial Term of this Lease and any Renewal Term, Lessee agrees to indemnify, defend, and hold Lessor harmless from and against any and all actions, claims and demands arising out of the use, occupancy, construction on or non-use of the Demised Premises by Lessee or the failure of Lessee to maintain the Demised Premises as herein provided, including, but without limitation of the foregoing, any liability arising out of or related to Lessee’s failure to comply with any federal, state, county or municipal environmental statute, ordinance, rule or regulation, together with any negligence or tortious conduct by Lessee or its agents, employees, business invitees, suppliers or licensees, and any and all costs, expenses and fees, including reasonable attorney’s fees, incurred by Lessor incident thereto. Notwithstanding the foregoing, Lessee shall not indemnify nor save Lessor harmless from: (i) any such action, claim or demand arising out of Lessor’s failure to perform its obligations under this Lease, (ii) negligent or tortious acts or omissions committed by Lessor or Lessor’s agents or employees, or (iii) any event occurring or condition existing on the Demised Premises prior to the Effective Date.

Section 5.2 Mechanic’s Lien Indemnification . Lessor and Lessee hereby indemnify each other and hold each other harmless from and against any and all actions, claims, and demands arising out of or related to the filing of mechanic’s liens against the Demised Premises by Lessor’s or Lessee’s contractors or subcontractors, as the case may be. In the event that a mechanic’s lien is filed in connection with the construction of Improvements, Lessor shall secure a release or bond-off the lien claim within thirty (30) days of its filing.

Section 5.3 Lessee’s Liability Insurance . During the term of this Lease and any extension thereof, Lessee at Lessee’s sole cost, shall obtain and maintain, with a reputable insurer reasonably acceptable to Lessor, for the benefit of Lessor and Lessee as their respective interests may appear, commercial general liability insurance policy against any loss or liability for damages and any expense of Lessee against any claim for damages which may result from the use or occupation of the Demises Premises, in the amount of One Million Dollars ($1,000,000.00) for combined single limit for bodily injury and property damage. Lessee shall name Lessor as an additional insured as its interests may appear under said insurance policies and the Lessee shall furnish the Lessor with copies of the certificates of insurance evidencing coverage under the said policies. In addition to the foregoing, such policies shall contain provisions, by endorsement or otherwise, that the coverages cannot be canceled without thirty (30) days notice to Lessor.

Section 5.4 Lessee’s Property Insurance . During the term of this Lease and any extension thereof, Lessee shall keep the building or buildings, including all improvements, alterations, additions or changes thereto by Lessor or Lessee, insured against damage or destruction by fire and the perils covered under a special risk insurance policy to the extent of the full replacement value thereof at time of the loss. Lessee shall name Lessor as an additional insured as its interests may appear under the aforesaid insurance policy and annually furnish the Lessor with a copy of the certificate of insurance evidencing coverage under the said policy. Such policy shall contain a provision, by endorsement or otherwise, that the coverage cannot be canceled without thirty (30) days notice to Lessor.

ARTICLE VI

TAXES

Section 6.1 Taxes . During the Initial Term of this Lease and any Renewal Term, Lessee shall pay all real estate taxes which may be levied, assessed or charged against the Demised Premises or any part thereof by any governmental authority to the extent accrued on or after the Lease Commencement Date. Lessor agrees to use its best efforts to arrange for the direct mailing of such tax bills from the appropriate taxing authorities to Lessee. In the event Lessor is unable to arrange for such direct mailing, Lessor agrees to deliver copies of such tax bills to Lessee no later than one (1) month prior to their due date, or within seven (7) days from the date such bill is received by Lessor, whichever date is earlier. Lessee, at its sole cost and expense, may, if it shall so

desire, endeavor at any time or times to obtain a reduction of the assessed valuation of the Demised Premises for any tax year during the term of this Lease and, in such event, Lessor will, at the request of Lessee and without expense to Lessor, cooperate with Lessee in effecting such reduction. Lessee shall be authorized to collect any tax refund payable as a result of any proceeding Lessee may institute for that purpose and any such tax refund shall be the property of Lessee to the extent to which it may be based on a payment made by Lessee.

ARTICLE VII

UTILITIES; EASEMENTS

Section 7.1 Utilities . During the term of this Lease and any extension thereof, Lessee shall pay and promptly discharge all charges by any public or private utility for gas, water, sewage, electricity or other utilities or services furnished to the Demised Premises.

Section 7.2 Utility Easements . Lessor will grant to Lessee, or to such public and quasi-public utilities as Lessee may reasonably request, easements upon, over, and across the Demised Premises for the purpose of installing, laying, relaying or relocating water, sanitary sewer, storm sewer, gas, electrical, telephone or other utility transmission lines necessary to serve Lessee’s operation and use.

ARTICLE VIII

MAINTENANCE AND REPAIRS

Section 8.1 Lessee’s Obligations . During the term of this Lease and any extension thereof, Lessee shall keep, maintain, repair and replace all of the Improvements as appropriate, including without limitation by specification, the foundation, roof, exterior walls, structural portions, and exterior glass and windows of the building, as well as mechanical, plumbing, heating, air conditioning, sprinkler and electrical systems and utility service lines therein, the plumbing system to and from the Demised Premises, and the driveways, parking areas and grounds within the Demised Premises. Lessee will take good care thereof and will maintain and make all required repairs thereto, and will suffer no waste or injury thereto. At the expiration or other termination of the Initial Term or any Renewal Term, in the event Lessee does not elect to renew this Lease, Lessee shall surrender the Demised Premises in substantially the same order and condition which they are in on the date the bank opens, excepting, however, ordinary wear and tear, damage by the elements, casualty damage and Lessor’s retention rights under Section 10.3 hereof.

Section 8.2 Lessor’s Right of Entry . Provided there is no disruption of Lessee’s use of the Demised Premises, Lessee will permit Lessor, or its agents or representatives, to enter the Premises, without charge therefor to Lessor and without diminution of the rent payable by Lessee, to examine, inspect and protect the Demised Premises, to comply with and carry out Lessor’s obligations under this Lease, and to exhibit the same to prospective tenants (provided that Lessee’s consent, which shall not be unreasonably withheld, shall be required if the Premises are to be exhibited to a prospective tenant more than three (3) months prior to the expiration of the Initial Term

or any Renewal Term of this Lease). In connection with any such entry, Lessor shall reasonably endeavor to minimize the disruption to Lessee’s use of the Demised Premises, and shall reasonably endeavor to give Lessee at least twenty-four (24) hours advanced notice of such entry (except in the event of an emergency).

ARTICLE IX

ASSIGNMENT

Section 9.1 Assignment and Subletting by Lessee . Provided that at the time of any such assignment or subletting is not then in default of this Lease, Lessee may assign or sublet the Demised Premises, for the uses and purposes permitted under this Lease, as follows:

(a) Lessee obtains the prior consent of Lessor;

(b) Upon either an assignment by Lessee or a sublet, Lessee shall remain jointly and severally liable for rents and other obligations due under this Lease upon any default by the assignee or the sublessee. In the event that the Lessor’s mortgagee requires approval of assignments, then Lessor agrees to cooperate in obtaining such mortgagee approval.

Notwithstanding the foregoing, Lessee shall have the right to assign this Lease without prior consent of Lessor, to any wholly owned subsidiary of the Lessee or to any successor to the business of the Lessee (whether a successor by merger, consolidation, reorganization, purchase of assets or otherwise), provided that the assignee of the Lessee shall expressly assume this Lease and agree to abide and perform all of the covenants and agreements of the Lessee herein contained.

Section 9.2 Assignment by Lessor . This Lease is fully assignable and transferable by Lessor, provided that Lessor may not assign this Lease to any person, business or entity which is a business competitor of Lessee.

ARTICLE X

PERSONAL PROPERTY

Section 10.1 Personal Property . Lessee, at its sole cost and expense, shall place or install such fixtures, furniture, furnishings, equipment and other personal property on the Demised Premises as Lessee shall deem necessary for the efficient conduct of Lessee’s business.

Section 10.2 Signs . Lessee may, at its sole cost and expense (i) place a sign or signs on the Demised Premises announcing the future establishing of its business as well as Lessee’s organization, function and program; and (ii) place such sign or signs on the Demised Premises as may establish a definite landmark for said business or appropriately advertise the same; provided that, all of the signs hereinabove referred to shall conform in every respect to all lawful governmental regulations pertaining thereto.

Section 10.3 Lessee’s Right to Remove Personal Property . Any of the personal property which may be placed on the Demised Premises by Lessee are to remain the property of Lessee and it shall have the right to remove the same at any time, except that Lessee shall be responsible for the cost of any repairs of any damage to the Demised Premises caused by the removal of such personal property. Any equipment not removed by the Lessee within sixty (60) days after the termination of this Lease shall become the property of Lessor and may be kept or removed from the Demised Premises by Lessor at the cost of Lessee.

ARTICLE XI

DEFAULT; REMEDIES

Section 11.1 Lessee’s Default . It shall be an event of default hereunder if:

(a) Lessee shall fail to pay rent or other sum of money becoming due hereunder for a period of thirty (30) days after written notice of such default has been received by Lessee; or

(b) Lessee shall default in the performance of any other of the terms, conditions or covenants contained in this Lease to be observed or performed by it and Lessee does not remedy such default within thirty (30) days after it has received written notice thereof or, if such default cannot be remedied in such period, does not within such thirty (30) days commence such act or acts as shall be necessary to remedy the default and shall not thereafter diligently proceed to cure such defaults; or

(c) Lessee shall become bankrupt or insolvent, or file any debtor proceedings, or file in any court pursuant to any statute, either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization; or file or have filed against it a petition for the appointment of a receiver or trustee for all or substantially all of the assets of the Lessee and such appointment shall not be vacated or set aside within thirty (30) days from the date of such appointment; or

(d) Lessee shall vacate or abandon the Demised Premises.

Section 11.2 Lessor’s Remedies . In the event of any default by Lessee under Section 11.1 hereof, Lessor may at once thereafter or at any time subsequently during the existence of such breach or default, (i) enter into and upon the Demised Premises or any part thereof and repossess the same, expelling and removing therefrom all persons and property (which property may be removed and stored at the cost of, and for the account of Lessee), and (ii) either (a) terminate this Lease, holding Lessee for damages for Lessee’s breach (after Lessor exercises commercially reasonable efforts to mitigate its damages) or (b) without terminating this Lease, re-let the Demised Premises or any part hereof upon such terms and conditions as shall appear advisable to Lessor. If Lessor elects to re-let the Demised Premises, and the amounts received from re-letting of the Demised Premises during any month or part thereof be less than the rent due and owing from Lessee during such month or part thereof under the terms of this Lease, Lessee shall pay such deficiency to Lessor immediately upon calculation thereof. Notwithstanding the foregoing, any default (except failure to pay rent or any other

amount due hereunder) the curing of which shall actually require more than thirty (30) days because of any cause beyond Lessee’s control, shall be deemed cured by Lessee if Lessee shall have commenced to cure said default within the thirty (30) day period and shall thereafter have successfully prosecuted the curation of said default with all due diligence.

Section 11.3 Lessor’s Default . It shall be an event of default under this Lease if Lessor fails to observe or perform any of the covenants, conditions, or obligations of Lessor provided for in this Lease and such failure continues for thirty (30) days or more after Lessee gives written notice to Lessor of such default, provided however, that if Lessor is able to commence to cure such default within thirty (30) days, but is unable to complete the cure within thirty (30) days despite the exercise of reasonable diligence, the time to cure shall be extended for so long thereafter as Lessor diligently prosecutes the same.

Section 11.4 Lessee’s Remedies . In the event of a default by the Lessor, which is not cured as provided in Section 11.3 above, the Lessee may take such action as may be reasonably required to remedy such default and if the Lessee suffers damages as a result of such default, or is required to expend funds to cure such default, in addition to any other remedy available to Lessee at law or equity, the Lessee may deduct the cost of same from the then current rent payable to the Lessor under Article IV of this Lease.

ARTICLE XII

DESTRUCTION OF PREMISES

Section 12.1 Restoration . Lessee shall promptly notify Lessor of any material damage or casualty to the Building or the Demised Premises. Except as expressly provided in Section 15.2 below, after any damage or casualty to the Building or the Demised Premises, Lessee shall, at its expense, promptly repair and restore the Building and Demised Premises to substantially their condition prior to such damage or destruction so that the fair market value of the Building and Demise Premises are substantially equal to the value thereof immediately prior to the casualty. Lessee shall not be entitled to any reduction or abatement in Rent during the time the Demised Premises may have been rendered untenantable, either in whole or in part, as a result of such damage or destruction, no matter what the cause.

Section 12.2 Termination . If the damage or casualty occurs during the last three (3) years of the Initial Term or a Renewal Term, and if the cost or restoration exceeds fifty percent (50%) of the replacement cost of the Building, then Lessee may terminate this Lease by giving Lessor written notice within ninety (90) days after the occurrence of such casualty. If the Lease is not terminated, Lessee shall be obligated to restore the Demised Premises as provided in Section 12.1 above. If this Lease is terminated, Lessee shall be required to clear the Demised Premises of all damage or destruction and all insurance proceeds shall be paid to Lessor, less the cost of clearing the damage and debris. However, Lessee shall be entitled to insurance proceeds attributable to Lessee’s trade fixtures and personal property, business interruption and other components of insurance coverage not related to the Building.

ARTICLE XIII

GOVERNMENT REGULATION

Section 13.1 Government Regulation . At Lessee’s expense, Lessee will comply with all laws, ordinances, rules and regulations of any federal, state and municipal government or their appropriate regulatory agencies now in force or which may hereafter be in force, relating to the carrying on of Lessee’s business.

ARTICLE XIV

NOTICES

Section 14.1 Notices . Any notice, demand, consent, authorization or other communication (collectively, a “Notice”) which either party is required or may desire to give to, or make upon, the other party pursuant to this Agreement shall be effective and valid only if in writing, signed by the party giving such Notice, and delivered (a) personally to the other party, (b) sent by next day express courier or delivery service, providing for a receipt (c) by registered or certified mail of the United States Postal Service, return receipt requested, addressed to the other party as follows (or to such other address or person as either party or person entitled to Notice may by notice to the other specify):


		If to Lessor:		FUREY HOLDINGS, LLC
				Attn: John Furey
				206 Carrollton Street
				P.O. Box 547
				Malvern, Ohio 44644

		If to Lessee:		CONSUMERS NATIONAL BANK
				Attn: Steven L. Muckley
				614 East Lincoln Way
				P.O. Box 256
				Minerva, Ohio 44657

Unless otherwise specified, Notices shall be deemed given when sent.

ARTICLE XV

COVENANT OF QUIET ENJOYMENT

Section 15.1 Quiet Enjoyment . During the term of this Lease, the Lessor covenants that Lessee shall have the right to occupy and enjoy the Demised Premises peaceably and quietly and in accordance with the terms of this Lease, so long as Lessee complies with the covenants of this Lease and is not in default, beyond any applicable grace period.

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.1 Binding Effect; Successors and Assigns . This Lease shall be binding upon, and inure to the benefit of the parties hereto, Lessee’s successors and assigns, and Lessor’s heirs, successors and assigns.

Section 16.2 Entire Agreement . This Lease shall be deemed to include the entire agreement between the parties hereto and no waiver of any right, agreement or condition hereof and no modification hereof shall be binding upon either of the parties hereto unless in writing and signed by the parties to be charged therewith.

Section 16.3 Headings . The headings as to the contents of particular Articles and Sections herein are inserted only for convenience and are in no way to be construed as part of this Lease or as a limitation on the scope of the particular Articles or Sections to which they refer.

Section 16.4 Partial Invalidity . In the event any provision of this Lease or part thereof shall be determined by any court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions hereunder, or parts thereof, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, it being understood that such remaining provisions shall be construed in a manner most closely approximating the intention of the parties which respect to the invalid, void or unenforceable provision or part thereof.

Section 16.5 Construction . Wherever used in this Lease the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, together with a corporation or other entity, as may be appropriate.

Section 16.6 Governing Law . This Lease shall be construed and enforced in accordance with the laws of the State of Ohio without regard to conflicts of law provisions thereof.

Section 16.7 Time of the Essence . Time shall be of the essence with regard to all time requirements contained herein.

[Reminder of Page Intentionally Left Blank]

IN WITNESS WHEREOF , the parties hereto have hereunto affixed their hands and seals the day and year first above written.


WITNESS/ATTEST:	LESSOR: FUREY HOLDINGS, LLC

	By:
		John P. Furey
		Managing Member

WITNESS/ATTEST:	LESSEE: CONSUMERS NATIONAL BANK

	By:
		Steven L. Muckley
		President and Chief
		Executive Officer

Exhibit 31.1

I, Steven L. Muckley, President & Chief Executive Officer, certify that:

I have reviewed this quarterly report on Form 10-Q of Consumers Bancorp, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15e and 15d – 15e) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared;

Paragraph omitted pursuant to S.E.C. Release Nos. 33-8238 and 34-47986;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 14, 2006

By:

/s/ Steven L. Muckley

Date

Steven L. Muckley

President & Chief Executive Officer

Exhibit 31.2

I, Renee K. Wood, Chief Financial Officer and Treasurer, certify that:

I have reviewed this quarterly report on Form 10-Q of Consumers Bancorp, Inc.;

Paragraph omitted pursuant to S.E.C. Release Nos. 33-8238 and 34-47986;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

February 14, 2006

By:

/s/ Renee K. Wood

Date

Renee K. Wood

Chief Financial Officer & Treasurer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Consumers Bancorp, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company does hereby certify that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 14, 2006		/s/ Steven L Muckley
		Steven L. Muckley
		President & Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: February 14, 2006		/s/ Renee K. Wood
		Renee K. Wood
		Chief Financial Officer & Treasurer

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