(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, 2022, compared
to the same period in 2021, and the consolidated balance sheet at December 31,
2022, compared to June 30, 2022. 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 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 Carroll, Columbiana, Jefferson, Mahoning, Stark,
Summit, Wayne and contiguous counties in Ohio, Pennsylvania, and West Virginia.
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-Month Periods Ended December 31, 2022 and 2021





Net income for the second quarter of fiscal year 2023 was $2,809, or $0.91 per
common share, compared to $3,162, or $1.04 per common share for the three months
ended December 31, 2021. The following are key highlights of our results of
operations for the three months ended December 31, 2022, compared to the prior
fiscal year comparable period:

? net interest income increased by $231, or 2.7%, to $8,776 in the second

quarter of fiscal year 2023 from the same prior year period primarily as a

result of the growth in average interest-earning assets;

? a $225 provision for loans loss expense was recorded for the three-month

period ended December 31, 2022 compared with $270 for the same prior year

period primarily as a result of the organic growth within the loan portfolio

in the second quarter of fiscal year 2023;

? noninterest income decreased by $66, or 5.4%, in the second quarter of fiscal

year 2023 from the same prior year period primarily as a result of a $99, or

57.9%, decline in mortgage banking activity which was partially offset by a

$26, or 7.1%, increase in service charges on deposit accounts and a $12, or

2.3%, increase in debit card interchange income; and

? noninterest expenses increased by $671, or 11.9%, in the second quarter of

fiscal year 2023 from the same prior year period primarily due to increases in

salaries and employee benefits, director fees, advertising, and loan related


    expenses.




In the first six months of fiscal year 2023, net income was $5,344, or $1.74 per
common share, compared to $5,827, or $1.92 per common share for the six months
ended December 31, 2021. The following are key highlights of our results of
operations for the six months ended December 31, 2022, compared to the prior
fiscal year comparable period:

? net interest income increased by $654, or 4.0%, to $17,172 in the first six

months of fiscal year 2023 from the same prior year period primarily as a

result of the growth in average interest-earning assets;

? a $635 provision for loans loss expense was recorded for the six-month period

ended December 31, 2022 compared with $460 for the same prior year period

primarily as a result of the organic growth within the loan portfolio;

? noninterest income decreased by $208, or 8.3%, in the first six months of

fiscal year 2023 from the same prior year period primarily as a result of a

$275, or 64.1%, decline in mortgage banking activity which was partially

offset by a $65, or 9.0%, increase in service charges on deposit accounts and

a $44, or 4.3%, increase in debit card interchange income; and

? noninterest expenses increased by $917, or 8.0%, in the first six months of

fiscal year 2023 from the same prior year period primarily due to increases in


    salaries and employee benefits and occupancy and equipment expenses.




                                       24

--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)






The annualized return on average equity and return on average assets were 21.01%
and 1.06%, respectively, for the six months ended December 31, 2022 compared to
16.03% and 1.23%, respectively, for the same prior year period.



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. In addition,
prevailing economic conditions, fiscal and monetary policies and the policies of
various regulatory agencies all affect market rates of interest and the
availability and cost of credit, which, in turn, can significantly affect net
interest income. 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. The federal income tax rate in
effect for the 2023 and 2022 fiscal years was 21.0%. All average balances are
daily average balances. Non-accruing loans are included in average loan balances
and average securities include unrealized gains and losses on securities
available for sale, while yields are based on average amortized cost.



The Corporation's net interest margin was 3.53% for the three months ended December 31, 2022, compared with 3.77% for the same period in 2021. FTE net interest income for the three months ended December 31, 2022 increased by $195, or 2.2%, to $8,867 from $8,672 for the same prior year period.





The yield on average interest-earning assets increased to 4.03% for the three
months ended December 31, 2022, compared with 3.92% for the same period last
year. Tax-equivalent interest income increased by $1,107, or 12.3%, for the
three months ended December 31, 2022, from the same prior year period because of
a $37,354, or 4.1%, increase in average interest-earning assets as well as the
increase in current market rates. Interest expense for the three months ended
December 31, 2022 increased by $912 from the same prior year period primarily
due to an increase in deposit and short-term borrowing costs as a result of
higher market interest rates. The Corporation's cost of funds increased to 0.72%
for the three months ended December 31, 2022 compared with 0.21% for the same
prior year period.


The Corporation's net interest margin was 3.51% for the six months ended December 31, 2022, compared with 3.70% for the same period in 2021. FTE net interest income for the six months ended December 31, 2022 increased by $620, or 3.7%, to $17,384 from $16,764 for the same prior year period.





Tax-equivalent interest income increased by $1,848, or 10.6%, for the six months
ended December 31, 2022 from the same prior year period. Interest income was
positively impacted by a $44,668, or 4.9%, increase in average interest-earning
assets from the same prior year period as well by the impact of higher current
market rates, which more than offset the loss of the $2,040 of interest and fee
income that was recognized on the Paycheck Protection Program loans during the
six-month period ended December 31, 2021 since these loans are now fully
forgiven. The yield on average interest-earning assets increased to 3.90% for
the six months ended December 31, 2022, compared with 3.85% for the same period
last year.



Interest expense for the six months ended December 31, 2022 increased by $1,228
from the same prior year period primarily due to an increase in deposit and
borrowing costs as a result of higher market interest rates. The Corporation's
cost of funds increased to 0.57% for the six months ended December 31, 2022
compared with 0.22% for the same prior year period.



                                       25
--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)

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


                                      (In thousands, except percentages)
                                          2022                                         2021
                          Average                        Yield/        Average                       Yield/
                          Balance        Interest         Rate         Balance       Interest         Rate
Interest-earning
assets:
Taxable securities      $   203,006     $    1,301           2.19 %   $ 182,705     $      806           1.75 %
Nontaxable securities
(1)                          85,446            687           2.83        86,093            633           3.02
Loans receivable (1)        646,941          7,957           4.88       592,633          7,499           5.02
Federal bank and
other restricted
stocks                        2,276             47           8.19         2,472             20           3.21
Equity securities               376              9           9.50           424              9           8.42
Interest bearing
deposits and federal
funds sold                   13,781            116           3.34        50,145             43           0.34
Total
interest-earning
assets                      951,826         10,117           4.03 %     914,472          9,010           3.92 %

Noninterest-earning
assets                       48,769                                      37,425

Total Assets            $ 1,000,595                                   $ 951,897

Interest-bearing
liabilities:
NOW                     $   158,998     $      244           0.61 %   $ 143,318     $       35           0.10 %
Savings                     354,480            454           0.51       343,763             92           0.11
Time deposits               140,192            429           1.21       116,664            147           0.50
Short-term borrowings        21,878             95           1.72         8,910              1           0.04
FHLB advances                 8,973             28           1.24        16,291             63           1.53
Total
interest-bearing
liabilities                 684,521          1,250           0.72 %     628,946            338           0.21 %

Noninterest-bearing
liabilities:
Noninterest-bearing
checking accounts           263,866                                     243,465
Other liabilities             7,060                                       6,998
Total liabilities           955,447                                     879,409
Shareholders' equity         45,148                                      72,488

Total liabilities and
shareholders' equity    $ 1,000,595                                   $ 951,897

Net interest income,
interest rate spread
(1)                                     $    8,867           3.31 %                 $    8,672           3.71 %

Net interest margin
(net interest as a
percent of average
interest-earning
assets) (1)                                                  3.53 %                                      3.77 %

Federal tax exemption
on non-taxable
securities and loans
included in interest
income                                  $       91                                  $      127

Average
interest-earning
assets to
interest-bearing
liabilities                  139.05 %                                    145.40 %



(1) calculated on a fully taxable equivalent basis utilizing a statutory federal income tax rate of 21.0%





                                       26
--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)

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


                                    (In thousands, except percentages)
                                         2022                                        2021
                         Average                       Yield/        Average                       Yield/
                         Balance       Interest         Rate         Balance       Interest         Rate
Interest-earning
assets:
Taxable securities      $ 208,514     $    2,549           2.15 %   $ 168,323     $    1,517           1.79 %
Nontaxable securities
(1)                        87,462          1,391           2.86        84,159          1,228           3.01
Loans receivable (1)      635,391         15,089           4.71       585,497         14,569           4.94
Federal bank and
other restricted
stocks                      2,306             70           6.02         2,472             40           3.21
Equity securities             388             17           8.69           424             17           7.95
Interest bearing
deposits and federal
funds sold                 13,875            196           2.80        62,393             93           0.30
Total
interest-earning
assets                    947,936         19,312           3.90 %     903,268         17,464           3.85 %

Noninterest-earning
assets                     47,588                                      36,269

Total Assets            $ 995,524                                   $ 939,537

Interest-bearing
liabilities:
NOW                     $ 159,745     $      419           0.52 %   $ 140,608     $       68           0.10 %
Savings                   361,384            714           0.39       334,222            181           0.11
Time deposits             124,436            591           0.94       118,888            321           0.54
Short-term borrowings      21,414            154           1.43        10,239              3           0.06
FHLB advances               8,602             50           1.15        16,444            127           1.53
Total
interest-bearing
liabilities               675,581          1,928           0.57 %     620,401            700           0.22 %

Noninterest-bearing
liabilities:
Noninterest-bearing
checking accounts         261,941                                     239,965
Other liabilities           7,540                                       7,081
Total liabilities         945,062                                     867,447
Shareholders' equity       50,462                                      72,090

Total liabilities and
shareholders' equity    $ 995,524                                   $ 939,537

Net interest income,
interest rate spread
(1)                                   $   17,384           3.33 %                 $   16,764           3.63 %

Net interest margin
(net interest as a
percent of average
interest-earning
assets) (1)                                                3.51 %                                      3.70 %

Federal tax exemption
on non-taxable
securities and loans
included in interest
income                                $      212                                  $      246

Average
interest-earning
assets to
interest-bearing
liabilities                140.31 %                                    145.59 %



(1) calculated on a fully taxable equivalent basis utilizing a statutory federal income tax rate of 21.0%





                                       27
--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)






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 incurred credit losses in the Bank's loan
portfolio that have been incurred at each balance sheet date. For the six-month
period ended December 31, 2022, the provision for loan losses was $635 compared
with $460 for the same period last year. Net charge-offs of $120 were recorded
during the six-month period ended December 31, 2022 compared with net recoveries
of $1 for the same period last year. The loan loss provision expense recorded in
fiscal year 2023 was primarily due to the organic growth within the loan
portfolio.



Non-performing loans were $47 as of December 31, 2022, compared with $440 as of
June 30, 2022 and $744 as of December 31, 2021. Non-performing loans to total
loans were 0.01% at December 31, 2022 and 0.07% at June 30, 2022. Non-performing
loans declined from June 30, 2022 since two loans were upgraded and returned to
accrual status during the first quarter of fiscal year 2023. The allowance for
loan losses as a percentage of loans was 1.15% at December 31, 2022 and 1.17% at
June 30, 2022. Uncertainty remains regarding future levels of criticized and
classified loans, non-performing loans and charge-offs. Management will continue
to closely monitor changes in the loan portfolio and adjust the provision
accordingly.



Noninterest Income

Noninterest income decreased by $66, or 5.4%, for the second quarter of fiscal
year 2023 from the same period last year. For the six-month period ended
December 31, 2022, noninterest income decreased by $208, or 8.3%, from the same
period last year. The decrease in noninterest income was primarily the result of
a reduction in mortgage banking activity from the same prior year period. Gains
from the sale of mortgage loans to the secondary market declined as refinancing
of mortgages slowed because of the increase in mortgage rates from the previous
record lows. The decline in mortgage banking revenue was partially offset by
increases in service charges on deposit accounts of $65, or 9.0%, and debit card
interchange income of $44, or 4.3% for the six-month period ended December 31,
2022 compared with the same period last year. Effective March 1, 2022, the Bank
made a small reduction to the non-sufficient funds/overdraft fee and eliminated
many internal account transfer fees. The Bank may make future reductions to the
non-sufficient funds/overdraft fee in response to the industry wide trend of
reducing overdraft fees as large banks have announced a reduction in these types
of fees in response to regulatory pressure. As a result, service charges on
deposit accounts may be negatively impacted in future periods.



Noninterest Expenses



Total noninterest expenses increased by $671, or 11.9%, for the second quarter
of fiscal year 2023 and by $917, or 8.0%, for the six-month period ended
December 31, 2022 compared with the same periods last year. Salaries and
employee benefit expenses increased by $514 thousand, or 7.9%, for the six-month
period ended December 31, 2022 compared to the same prior year period primarily
due to merit and cost of living increases, the addition of lending staff, and
increases in health care costs. Occupancy and equipment expenses increased by
$145, or 10.1%, for the six-month period ended December 31, 2022 compared to the
same prior year period primarily because of investments in new security
equipment and technology.



The FDIC assessments decreased by $31, or 11.5%, for the six-month period ended
December 31, 2022 primarily due to a reduction in the assessment multiplier for
the Bank since there is lower one-year asset growth rate. On October 18, 2022,
the FDIC issued a final rule that will increase the initial base deposit
insurance assessment rate paid by insured depository institutions by two basis
points, beginning with the first quarterly assessment period of calendar year
2023. According to the FDIC, the proposal increases the likelihood that its
designated reserve ratio will reach the required minimum level of 1.35% by the
statutory deadline of September 30, 2028 and will support progress toward
achieving the long-term goal of a 2% ratio. The proposed increase would remain
in effect until the long-term goal of a 2% FDIC designated reserve ratio is
achieved. Progressively lower assessment rates will take effect when the reserve
ratio reaches 2% and again when the reserve ratio reaches 2.5%.



On September 2, 2022, the OCC announced reduced assessment rates for
OCC-chartered community banks. Effective with the March 2023 assessment, the OCC
will make a 40% reduction in assessments based on the first $200 million in bank
assets and a 20% reduction for assets between $200 million and $20 billion.



Income Taxes



Income tax expense was $577 and $1,081 for the three- and six-month periods
ended December 31, 2022, compared to $685 and $1,244 for the three-and six-month
periods ended December 31, 2021. The effective tax rates were 16.8% and 17.6%
for the six-month periods ended December 31, 2022 and 2021, respectively. The
effective tax rates differed from the federal statutory rate because of
tax-exempt income from obligations of state and political subdivisions, loans,
and bank owned life insurance income.



                                       28
--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)






Financial Condition

Total assets as of December 31, 2022 were $1,013,156 compared to $977,313 at June 30, 2022, an increase of $35,843, or an annualized 7.3%. From June 30, 2022, total loans increased by $53,126, or an annualized 17.4% and total deposits increased by $19,590, or an annualized 4.4%.





Available-for-sale securities decreased from $296,347 as of June 30, 2022, to
$287,142 as of December 31, 2022. The portfolio had an unrealized loss of
$38,711 as of December 31, 2022 as a result of recent increases in market
interest rates compared with the yields within the portfolio that were available
at the time the underlying securities were purchased. The fair value is expected
to recover as the securities approach their maturity or repricing dates or if
market yields for such securities decline. As of December 31, 2022, the
projected cash flow from the portfolio over the next 12 months was approximately
$25,431 which will be available to reinvest into loans or securities at the then
current market rates.



Total loans increased by $53,126, or an annualized 17.4%, from June 30, 2022.
The growth in loans was primarily within the consumer, commercial, and
commercial real estate loan portfolios. Consumer loan growth was primarily from
indirect loans due to the expansion of consumer loan sales staff and an expanded
dealer network. Commercial loans included a mortgage loan warehouse line of
credit to another financial institution with an outstanding balance of $9,998 as
of December 31, 2022 and it was zero as of June 30, 2022. The outstanding
balance of the warehouse line of credit is expected to be at or near zero by
March 31, 2023.



Non-Performing Assets

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





                                                December 31,       June 30,        December 31,
                                                    2022             2022              2021
Non-accrual loans                              $           47     $       431     $          740
Loans past due over 90 days and still
accruing                                                    -               9                  4
Total non-performing loans                                 47             440                744
Other real estate and repossessed assets                    -               -                 83
Total non-performing assets                    $           47     $       

440 $ 827



Non-performing loans to total loans                      0.01 %          0.07 %             0.12 %
Allowance for loan losses to total
non-performing loans                                16,329.79 %      1,661.25 %           931.72 %




As of December 31, 2022, impaired loans totaled $354, of which $47 are included
in non-accrual loans. As of June 30, 2022, impaired loans totaled $473, of which
$431 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.



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 ensure the soundness of the
portfolio, as well as to provide funding for loan demand as needed.



                                       29
--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)






For the six months ended December 31, 2022, net cash inflow from operating
activities was $7,715, net cash outflows from investing activities was $53,527
and net cash inflows from financing activities was $39,162. A major source of
cash was an increase of $16,400 in short term Federal Home Loan Bank (FHLB)
advances, a $19,590 increase in deposits, and $15,113 from maturity, calls,
principal pay downs and sales of available-for-sale securities. A major use of
cash was a $53,257 increase in loans and the purchase of $17,091 of
available-for-sale securities. Total cash and cash equivalents were $13,302 as
of December 31, 2022, compared to $20,952 at June 30, 2022 and $21,253 at
December 31, 2021.



The Bank offers several types of deposit products to its customers. We believe
the rates offered by the Bank and the fees charged for them are competitive with
the rates and fees charged by other banks for similar deposit products currently
available in the market area. Deposits totaled $906,152 at December 31, 2022
compared with $886,562 at June 30, 2022.



To provide an additional source of liquidity, the Corporation has entered into
an agreement with the FHLB of Cincinnati. At December 31, 2022, advances from
the FHLB of Cincinnati totaled $24,603 compared with $8,256 at June 30, 2022. As
of December 31, 2022, the Bank had the ability to borrow an additional $86,995
from the FHLB of Cincinnati based on a blanket pledge of qualifying first
mortgage and multi-family loans. The Corporation considers the FHLB of
Cincinnati to be a reliable source of liquidity funding, secondary to its
deposit base.



Short-term borrowings consisted of repurchase agreements, which are financing
arrangements that mature daily, and a line of credit for the Corporation. The
Bank pledges securities as collateral for the repurchase agreements. Short-term
borrowings totaled $25,380 at December 31, 2022 and $21,295 at June 30, 2022.



Jumbo time deposits (those with balances of $250 and over) totaled $41,884 as of
December 31, 2022 and $18,164 as of June 30, 2022. These deposits are monitored
closely by the Corporation and are mainly priced on an individual basis. 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.



To meet the financial needs of our customers, commitments to originate mortgage,
commercial, construction, and consumer loans and commitments for commercial,
home equity, and consumer lines of credit have been issued. Since commitments to
extend credit have a fixed expiration date or other termination clause, some
commitments will expire without being drawn upon and the total commitment
amounts do not necessarily represent future cash requirements. Financial standby
letters of credit are conditional commitments issued to guarantee the
performance of a customer to a third party. The same credit policies are used in
making commitments and financial standby letters of credit as are used for
on-balance sheet instruments. Total unused commitments were $171,578 as of
December 31, 2022 and $149,500 as of June 30, 2022.



Capital Resources



Total shareholders' equity declined to $50,397 as of December 31, 2022, from
$53,970 as of June 30, 2022. The primary reason for the decline in shareholders'
equity was an increase of $8,450 in the accumulated other comprehensive loss
from the mark-to-market of available-for-sale securities and from cash dividends
paid of $1,045. As market interest rates rise, the fair value of fixed-rate
available-for-sale securities decline with a corresponding net of tax decline
recorded in the accumulated other comprehensive loss portion of equity. The fair
value is expected to recover as the securities approach their maturity date or
repricing date or if market yields for such securities decline. These declines
were partially offset by net income of $5,344 for the six-month period ended
December 31, 2022.



                                       30

--------------------------------------------------------------------------------
                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)






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.



As of December 31, 2022, the Bank's common equity tier 1 capital and tier 1
capital ratios were 11.06% and the leverage and total risk-based capital ratios
were 7.61% and 12.14%, respectively. This compares with common equity tier 1
capital and tier 1 capital ratios of 11.39% and leverage and total risk-based
capital ratios of 7.39% and 12.49%, respectively, as of June 30, 2022. 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, 2022 that would cause the Bank's capital
category to change.



Critical Accounting Policies

The Corporation's consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United States of America
and follow general practices within the industry in which it operates.
Application of these principles requires management to make estimates or
judgments that affect the amounts reported in the financial statements and
accompanying notes. These estimates are based on information available as of the
date of the financial statements; accordingly, as this information changes, the
financial statements could reflect different estimates or judgments. Certain
policies inherently have a greater reliance on the use of estimates, and as such
have a greater possibility of producing results that could be materially
different than originally reported.



Critical accounting policies are those policies that are highly dependent on
subjective or complex judgments, estimates and assumptions and where changes in
those estimates and assumptions could have a significant impact on the financial
statements. The Corporation has identified the appropriateness of the allowance
for loan losses and the evaluation of goodwill for impairment as critical
accounting policies and an understanding of these policies is necessary to
understand the financial statements. Note one (Summary of Significant Accounting
Policies - Allowance for Loan Losses and Goodwill and Other Intangible Assets),
Note four (Loans), Note six (Goodwill and Intangible Assets) and Management's
Discussion and Analysis of Financial Condition and Results of Operation
(Critical Accounting Policies and Use of Significant Estimates) of the 2022 Form
10-K provide detail regarding the Corporation's accounting for the critical
accounting policies. There have been no significant changes in the application
of accounting policies since June 30, 2022.



Allowance for Loan Losses. The determination of the allowance for loan losses
involves considerable subjective judgment and estimation by management. The
allowance for loan losses is a reserve established through a provision for loan
losses charged to expense, which represents management's best estimate of
probable losses that have been incurred within the existing portfolio of loans.
The balance in the allowance for loan losses is determined based on management's
review and evaluation of the loan portfolio in relation to past loss experience,
the size and composition of the portfolio, current economic events and
conditions and other pertinent factors, including management's assumptions as to
future delinquencies, recoveries, and losses. All these factors may be
susceptible to significant change. Among the many factors affecting the
allowance for loan losses, some are quantitative while others require
qualitative judgment. Although management believes its process for determining
the allowance adequately considers all the potential factors that could
potentially result in credit losses, the process includes subjective elements
and may be susceptible to significant change. To the extent actual outcomes
differ from management's estimates, additional provisions for loan losses may be
required that would adversely impact the Corporation's financial condition or
earnings in future periods.



Goodwill. The Company accounts for business combinations using the acquisition
method of accounting. Accordingly, the identifiable assets acquired and the
liabilities assumed are recorded at their estimated fair values as of the date
of acquisition with any excess of the cost of the acquisition over the fair
value recorded as goodwill. The Company performs an evaluation of goodwill for
impairment on an annual basis, or more frequently if events or changes in
circumstances indicate that the asset might be impaired. The evaluation for
impairment involves comparing the current estimated fair value of the Company to
its carrying value. If the current estimated fair value exceeds the carrying
value, no additional testing is required, and an impairment loss is not
recorded. If the estimated fair value is less than the carrying value, further
valuation procedures are performed that could result in impairment of goodwill
being recorded. As of April 30, 2022, the measurement date, a qualitative
assessment was performed to determine whether there is a more likely than not
(greater than 50% likelihood) that the fair value of the Corporation was less
than its carrying amount. The qualitative impairment test of goodwill indicated
no impairment existed as of the measurement date. However, it is impossible to
know the future impact of the evolving economic conditions. If for any future
period it is determined that there has been impairment in the carrying value of
our goodwill balances, the Corporation will record a charge to earnings, which
could have a material adverse effect on net income, but not risk-based capital
ratios.



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                            CONSUMERS BANCORP, INC.
          Management's Discussion and Analysis of Financial Condition
                     and Results of Operations (continued)

(Dollars in thousands, except per share amounts)






Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, which are
not statements of historical fact, constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The words
"may," "continue," "estimate," "intend," "plan," "seek," "will," "believe,"
"project," "expect," "anticipate" and similar expressions are intended to
identify forward-looking statements. These forward-looking statements may
involve risks and uncertainties that are difficult to predict, may be beyond our
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, we
undertake no obligation to update these forward-looking statements to reflect
subsequent events or circumstances. Risks and uncertainties that could cause
actual results for future periods to differ materially from those anticipated or
projected include, but are not limited to:



? changes in local, regional and national economic conditions becoming less

favorable than we expect, resulting in a deterioration in asset credit quality

or debtors being unable to meet their obligations because of high unemployment

rates and inflationary pressures;

? rapid fluctuations in market interest rates could result in changes in fair

market valuations and a decline in net interest income;

? changes in the level of non-performing assets and charge-offs;

? unanticipated changes in our liquidity position, including, but not limited

to, changes in the cost of liquidity and our ability to find alternative

funding sources;

? the effect of changes in laws and regulations (including laws and regulations

concerning taxes, banking, securities, and insurance) with which we must

comply;

? the effects of, and changes in, trade, monetary and fiscal policies and laws,


    including interest rate policies of the Federal Reserve Board;
  ? breaches of security or failures of our technology systems due to
    technological or other factors and cybersecurity threats;
  ? changes in consumer spending, borrowing and savings habits;
  ? declining asset values impacting the underlying value of collateral;

? changes in accounting policies, rules and interpretations that may come as a


    result of COVID-19 or otherwise;
  ? our ability to attract and retain qualified employees;
  ? competitive pressures on product pricing and services; and
  ? changes in the reliability of our vendors, internal control systems or
    information systems.






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                            CONSUMERS BANCORP, INC.

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