10-Q 1 ct10q605.htm CTBI JUNE 30, 2005 FORM 10-Q CTBI June 30, 2005 Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2005
   
 
Or
   
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to _____________
   

Commission file number 0-11129

COMMUNITY TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)

Kentucky
61-0979818
(State or other jurisdiction of incorporation or organization)
IRS Employer Identification No.
   
346 North Mayo Trail
Pikeville, Kentucky
(address of principal executive offices)
41501
(Zip Code)

(606) 432-1414
(Registrant'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 ü
No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes ü
No

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

Common stock - 14,922,036 shares outstanding at July 31, 2005



PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

The accompanying information has not been audited by independent registered public accountants; however, in the opinion of management such information reflects all adjustments necessary for a fair presentation of the results for the interim period. All such adjustments are of a normal and recurring nature.

The accompanying condensed consolidated financial statements are presented in accordance with the requirements of Form 10-Q and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in the Registrant's annual report on Form 10-K. Accordingly, the reader of the Form 10-Q should refer to the Registrant's Form 10-K for the year ended December 31, 2004 for further information in this regard.
 


Community Trust Bancorp, Inc.
Condensed Consolidated Balance Sheets
(unaudited)

(dollars in thousands)
   
June 30
2005
 
 
December 31
2004
 
Assets:
             
Cash and due from banks
 
$
84,779
 
$
78,725
 
Federal funds sold
   
18,276
   
50,855
 
Securities available-for-sale at fair value
             
(amortized cost of $474,247 and $480,671, respectively)
   
473,717
   
482,280
 
Securities held-to-maturity at amortized cost
             
(fair value of $54,703 and $61,947, respectively)
   
55,829
   
62,671
 
Loans held for sale
   
110
   
0
 
               
Loans
   
2,069,167
   
1,902,519
 
Allowance for loan losses
   
(29,163
)
 
(27,017
)
Net loans
   
2,040,004
   
1,875,502
 
               
Premises and equipment, net
   
57,400
   
53,111
 
Goodwill
   
63,473
   
60,122
 
Core deposit intangible (net of accumulated amortization of $4,001 and
             
$3,711, respectively)
   
3,503
   
3,249
 
Other assets
   
46,757
   
42,579
 
Total assets
 
$
2,843,848
 
$
2,709,094
 
               
Liabilities and shareholders’ equity:
             
Deposits
             
Noninterest bearing
 
$
420,387
 
$
403,792
 
Interest bearing
   
1,806,935
   
1,736,626
 
Total deposits
   
2,227,322
   
2,140,418
 
               
Repurchase agreements
   
114,576
   
88,404
 
Federal funds purchased and other short-term borrowings
   
3,890
   
4,240
 
Advances from Federal Home Loan Bank
   
172,617
   
162,391
 
Long-term debt
   
59,500
   
59,500
 
Other liabilities
   
20,897
   
17,972
 
Total liabilities
   
2,598,802
   
2,472,925
 
               
Shareholders’ equity:
             
Preferred stock, 300,000 shares authorized and unissued
             
Common stock, $5 par value, shares authorized 25,000,000;
             
shares outstanding 2005 - 14,889,226; 2004 - 14,845,217
   
74,446
   
74,226
 
Capital surplus
   
145,770
   
145,023
 
Retained earnings
   
25,175
   
15,874
 
Accumulated other comprehensive income (loss), net of tax
   
(345
)
 
1,046
 
Total shareholders’ equity
   
245,046
   
236,169
 
               
Total liabilities and shareholders’ equity
 
$
2,843,848
 
$
2,709,094
 


See notes to condensed consolidated financial statements.



Community Trust Bancorp, Inc.
Condensed Consolidated Statements of Income
(unaudited)

   
Three Months Ended
 
Six Months Ended
 
   
June 30
 
June 30
 
(in thousands except per share data)
   
2005
   
2004
   
2005
   
2004
 
                           
Interest income:
                         
Interest and fees on loans, including loans held for sale
 
$
32,648
 
$
26,884
 
$
63,115
 
$
53,743
 
Interest and dividends on securities
                         
Taxable
   
4,910
   
3,473
   
9,961
   
7,169
 
Tax exempt
   
524
   
550
   
1,060
   
1,123
 
Other, including interest on federal funds sold
   
516
   
115
   
960
   
284
 
Total interest income
   
38,598
   
31,022
   
75,096
   
62,319
 
                           
Interest expense:
                         
Interest on deposits
   
10,051
   
6,662
   
18,997
   
13,541
 
Interest on repurchase agreements and other short-term borrowings
   
864
   
356
   
1,484
   
739
 
Interest on advances from Federal Home Loan Bank
   
1,281
   
37
   
2,520
   
77
 
Interest on long-term debt
   
1,313
   
1,313
   
2,627
   
2,627
 
Total interest expense
   
13,509
   
8,368
   
25,628
   
16,984
 
                           
Net interest income
   
25,089
   
22,654
   
49,468
   
45,335
 
Provision for loan losses
   
1,700
   
1,785
   
3,067
   
3,918
 
Net interest income after provision for loan losses
   
23,389
   
20,869
   
46,401
   
41,417
 
                           
Noninterest income:
                         
Service charges on deposit accounts
   
4,460
   
4,462
   
8,507
   
8,699
 
Gains on sales of loans, net
   
347
   
410
   
652
   
869
 
Trust income
   
740
   
614
   
1,480
   
1,175
 
Securities gains, net
   
3
   
0
   
3
   
1
 
Other
   
2,988
   
3,634
   
5,601
   
6,391
 
Total noninterest income
   
8,538
   
9,120
   
16,243
   
17,135
 
                           
Noninterest expense:
                         
Salaries and employee benefits
   
10,613
   
10,015
   
20,874
   
19,706
 
Occupancy, net
   
1,557
   
1,435
   
3,098
   
2,876
 
Equipment
   
1,133
   
930
   
2,131
   
1,902
 
Data processing
   
1,135
   
1,063
   
2,275
   
2,060
 
Stationery, printing, and office supplies
   
336
   
388
   
709
   
714
 
Taxes other than payroll, property, and income
   
809
   
811
   
1,596
   
1,614
 
FDIC insurance
   
73
   
77
   
145
   
156
 
Legal and professional fees
   
690
   
823
   
1,525
   
1,688
 
Other
   
3,338
   
3,230
   
6,538
   
6,250
 
Total noninterest expense
   
19,684
   
18,772
   
38,891
   
36,966
 
                           
Income before income taxes
   
12,243
   
11,217
   
23,753
   
21,586
 
Income taxes
   
3,765
   
3,461
   
7,314
   
6,550
 
Net income
   
8,478
   
7,756
   
16,439
   
15,036
 
                           
Other comprehensive income, net of tax:
                         
Unrealized holding gains (losses)
   
1,538
   
(5,253
)
 
(1,391
)
 
(4,060
)
Comprehensive income
 
$
10,016
 
$
2,503
 
$
15,048
 
$
10,976
 
                           
Basic earnings per share
 
$
0.57
 
$
0.52
 
$
1.11
 
$
1.02
 
Diluted earnings per share
 
$
0.56
 
$
0.51
 
$
1.08
 
$
1.00
 
                           
Weighted average shares outstanding-basic
   
14,881
   
14,792
   
14,869
   
14,803
 
Weighted average shares outstanding-diluted
   
15,167
   
15,072
   
15,153
   
15,076
 


Community Trust Bancorp, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)

   
Six months ended
 
   
June 30
 
(in thousands)
   
2005
   
2004
 
               
Cash flows from operating activities:
             
Net income
 
$
16,439
 
$
15,036
 
Adjustments to reconcile net income to net cash provided by operating activities:
             
Depreciation and amortization
   
2,459
   
2,185
 
Provision for loan and other real estate losses
   
3,100
   
4,107
 
Securities gains, net
   
(3
)
 
(1
)
Gains on sale of mortgage loans held for sale
   
(652
)
 
(869
)
Gains (losses) on sale of assets, net
   
7
   
(148
)
Proceeds from sale of mortgage loans held for sale
   
27,751
   
36,092
 
Funding of loans held for sale
   
(27,319
)
 
(37,598
)
Amortization of securities premiums, net
   
816
   
590
 
Changes in:
             
 Other liabilities
   
3,178
   
1,412
 
 Other assets
   
(2,335
)
 
7,496
 
Net cash provided by operating activities
   
23,441
   
26,307
 
               
Cash flows from investing activities:
             
Securities available-for-sale:
             
Proceeds from sales
   
1,800
   
60,600
 
Proceeds from prepayments and maturities
   
57,218
   
52,221
 
Purchase of securities
   
(51,109
)
 
(31,923
)
Securities held-to-maturity:
             
Proceeds from prepayments and maturities
   
6,701
   
14,881
 
Change in loans, net
   
(95,981
)
 
(79,731
)
Purchase of premises, equipment, and other real estate
   
(2,371
)
 
(2,617
)
Proceeds from sale of premises and equipment
   
21
   
19
 
Proceeds from sale of other real estate
   
1,138
   
1,427
 
Additional investment in OREO
   
(173
)
 
(35
)
Net assets acquired
   
(4,128
)
 
0
 
Net cash provided by (used in) investing activities
   
(86,884
)
 
14,842
 
               
Cash flows from financing activities:
             
Change in deposits, net
   
17,540
   
(16,458
)
Change in repurchase agreements and other short-term borrowings, net
   
25,822
   
(18,219
)
Payments on advances from Federal Home Loan Bank
   
(274
)
 
(535
)
Issuance of common stock
   
969
   
810
 
Other equity adjustments
   
0
   
47
 
Purchase of common stock
   
0
   
(1,400
)
Dividends paid
   
(7,139
)
 
(6,195
)
Net cash provided by (used in) financing activities
   
36,918
   
(41,950
)
Net decrease in cash and cash equivalents
   
(26,525
)
 
(801
)
Cash and cash equivalents at beginning of year
   
129,580
   
88,961
 
Cash and cash equivalents at end of period
 
$
103,055
 
$
88,160
 


See notes to condensed consolidated financial statements.



Community Trust Bancorp, Inc.
Notes to Condensed Consolidated Financial Statements


Note 1 - Summary of Significant Accounting Policies

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (which consist of normal recurring accruals) necessary, to present fairly the condensed consolidated financial position as of June 30, 2005, the results of operations for the three and six months ended June 30, 2005 and 2004, and the cash flows for the six months ended June 30, 2005 and 2004. In accordance with accounting principles generally accepted in the United States of America for interim financial information, these statements do not include certain information and footnote disclosures required by accounting principles generally accepted in the United States of America for complete annual financial statements. Financial information as of December 31, 2004 has been derived from the audited consolidated financial statements of Community Trust Bancorp, Inc. (the “Corporation”). The results of operations for the three and six months ended June 30, 2005 and 2004 and the cash flows for the six months ended June 30, 2005 and 2004 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2004, included in the Corporation's Annual Report on Form 10-K.

Principles of Consolidation - The unaudited condensed consolidated financial statements include the accounts of the Corporation and its separate and distinct, wholly owned subsidiaries Community Trust Bank, Inc. (the Bank) and Community Trust and Investment Company. All significant intercompany transactions have been eliminated in consolidation.

Ø  Accounting for Certain Loans and Debt Securities Acquired in a Transfer - In December 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 03-3, Accounting for Certain Loans and Debt Securities Acquired in a Transfer. SOP 03-3 addresses the accounting for certain acquired loans that show evidence of credit deterioration since their origination (i.e. impaired loans) and for which a loss is deemed probable of occurring. SOP 03-3 prohibits the carryover of an allowance for loan loss on certain acquired loans within its scope. SOP 03-3 is effective for loans that are acquired in fiscal years beginning after December 15, 2004. The adoption of this Statement had no material effect on the Corporation’s consolidated financial statements.

Ø  Stock-Based Employee Compensation - The Corporation currently maintains two incentive stock option plans covering key employees; however, only one plan is active. The 1998 Stock Option Plan ("1998 Plan") was approved by the Board of Directors and the Shareholders in 1998. All options granted have a maximum term of ten years. Options granted as management retention options vest after five years, all other options vest ratably over four years. The Corporation has elected to follow Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations in accounting for its employee stock options. Under APB Opinion No. 25, because the exercise price of all employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized.

Had compensation cost for the Corporation’s stock options granted during the three and six months ended June 30, 2005 and 2004 been determined under the fair value approach described in SFAS No. 123, Accounting for Stock-Based Compensation, the Corporation’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

   
Three Months Ended
June 30
 
Six Months Ended
June 30
 
(in thousands except per share amounts)
 
2005
   
2004
   
2005
   
2004
 
Net income as reported
$
8,478
 
$
7,756
 
$
16,439
 
$
15,036
 
Stock-based compensation expense
         
0
   
(262
)
 
(826
)
 
(534
)
Tax effect
         
0
   
92
   
289
   
187
 
Net income pro forma
$
8,478
 
$
7,586
 
$
15,902
 
$
14,689
 
                         
Basic earnings per share
   
As reported
 
$
0.57
 
$
0.52
 
$
1.11
 
$
1.02
 
 
    Pro forma     
0.57
   
0.51
   
1.07
   
0.99
 
                                 
Diluted earnings per share
   
As reported
 
$
0.56
 
$
0.51
 
$
1.08
 
$
1.00
 
 
    Pro forma     
0.56
   
0.50
   
1.05
   
0.97
 

In December 2004, FASB issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25. Among other items, SFAS No. 123R eliminates the use of APB Opinion No. 25 and the intrinsic value method of accounting and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The effective date of SFAS No. 123R was to be the first reporting period beginning after June 15, 2005, which is the third quarter 2005 for calendar year companies; however, the effective date has been postponed until January 1, 2006.

SFAS No. 123R permits companies to adopt its requirements using either a "modified prospective" method, or a "modified retrospective" method. Under the "modified prospective" method, the compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the requirements of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Under the "modified retrospective" method, the requirements are the same as under the "modified prospective" method, but this method also permits entities to restate financial statements of previous periods based on pro forma disclosures made in accordance with SFAS No. 123. The Corporation currently utilizes a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a "lattice" model. The Corporation has not yet determined which model it will use to measure the fair value of employee stock options upon the adoption of SFAS No. 123R. SFAS No. 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. The Corporation has not yet determined which of the aforementioned adoption methods it will use.

Note 2 - Securities

Securities are classified into held-to-maturity and available-for-sale categories. Held-to-maturity securities are those that the Corporation has the positive intent and ability to hold to maturity and are reported at amortized cost. Available-for-sale securities are those that the Corporation may decide to sell if needed for liquidity, asset-liability management or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains or losses included as a separate component of equity, net of tax.

The amortized cost and fair value of securities at June 30, 2005 are summarized as follows:

Available-for-Sale

(in thousands)
   
Amortized Cost
   
Fair Value
 
U.S. Treasury and Government agencies
 
$
1,002
 
$
1,002
 
State and political subdivisions
   
45,571
   
47,381
 
U.S. agency mortgage-backed pass through certificates
   
340,950
   
338,672
 
Collateralized mortgage obligations
   
1,080
   
1,108
 
Total debt securities
   
388,603
   
388,163
 
Marketable equity securities
   
85,644
   
85,554
 
Total available-for-sale securities
 
$
474,247
 
$
473,717
 

Held-to-Maturity

(in thousands)
   
Amortized Cost
   
Fair Value
 
U.S. Treasury and Government agencies
 
$
500
 
$
503
 
State and political subdivisions
   
3,183
   
3,176
 
U.S. agency mortgage-backed pass through certificates
   
52,146
   
51,024
 
Total held-to-maturity securities
 
$
55,829
 
$
54,703
 

The amortized cost and fair value of securities as of December 31, 2004 are summarized as follows:

Available-for-Sale

(in thousands)
   
Amortized Cost
   
Fair Value
 
U.S. Treasury and Government agencies
 
$
1,006
 
$
1,004
 
State and political subdivisions
   
47,048
   
49,435
 
U.S. agency mortgage-backed pass through certificates
   
379,503
   
378,834
 
Collateralized mortgage obligations
   
2,336
   
2,394
 
Other debt securities
   
10,000
   
9,835
 
Total debt securities
   
439,893
   
441,502
 
Marketable equity securities
   
40,778
   
40,778
 
Total available-for-sale securities
 
$
480,671
 
$
482,280
 

Held-to-Maturity

(in thousands)
   
Amortized Cost
   
Fair Value
 
U.S. Treasury and Government agencies
 
$
500
 
$
500
 
State and political subdivisions
   
3,285
   
3,335
 
U.S. agency mortgage-backed pass through certificates
   
58,886
   
58,112
 
Total held-to-maturity securities
 
$
62,671
 
$
61,947
 

Note 3 - Loans

Major classifications of loans are summarized as follows:

(in thousands)
   
June 30
2005
   
December 31
2004
 
Commercial construction
 
$
105,309
 
$
75,078
 
Commercial secured by real estate
   
657,603
   
613,059
 
Commercial other
   
304,892
   
276,921
 
Real estate construction
   
35,071
   
30,456
 
Real estate mortgage
   
543,491
   
499,410
 
Consumer
   
407,079
   
395,588
 
Equipment lease financing
   
15,722
   
12,007
 
Total loans
 
$
2,069,167
 
$
1,902,519
 

Note 4 - Borrowings
Short-term debt consists of the following:
(in thousands)
   
June 30
2005
   
December 31
2004
 
Subsidiaries:
             
Repurchase agreements
 
$
114,576
 
$
88,404
 
Federal funds purchased
   
3,890
   
4,240
 
Total short-term debt
 
$
118,466
 
$
92,644
 

On April 29, 2005, the Corporation entered into a revolving note agreement for a line of credit in the amount of $12 million, all of which is currently available to meet any future cash needs. The agreement will mature on April 28, 2006.

All federal funds purchased and the majority of repurchase agreements mature and reprice daily. The average rates paid for federal funds purchased and repurchase agreements on June 30, 2005 were 3.30% and 3.14%, respectively.

Federal Home Loan Bank advances consisted of the following monthly amortizing and term borrowings:

(in thousands)
   
June 30
2005
   
December 31
2004
 
Monthly amortizing
 
$
2,117
 
$
2,391
 
Term
   
170,500
   
160,000
 
   
$
172,617
 
$
162,391
 

The advances from the Federal Home Loan Bank that require monthly principal payments were due for repayment as follows:

 
Principal Payments Due by Period at June 30, 2005
(in thousands)
Total
Within 1 Year
1-5 Years
5-10 Years
After 10 Years
Outstanding advances, weighted average interest rate -5.21 %
$
2,117
$
622
$
1,437
$
39
$
19

 
Principal Payments Due by Period at December 31, 2004
(in thousands)
Total
Within 1 Year
1-5 Years
5-10 Years
After 10 Years
Outstanding advances, weighted average interest rate - 5.33%
$
2,391
$
604
$
1,120
$
646
$
21

The term advances that require the total payment to be made at maturity follow:

 
(in thousands)
   
June 30
2005
   
December 31
2004
 
Advance #143, 2.37%, due 8/30/05
 
$
40,000
 
$
40,000
 
Advance #144, 2.88%, due 8/30/06
   
40,000
   
40,000
 
Advance #145, 3.31%, due 8/30/07
   
40,000
   
40,000
 
Advance #146, 3.70%, due 8/30/08
   
40,000
   
40,000
 
Advance #148, 1.76%, due 6/6/13
   
1,000
   
0
 
Advance #149, 3.65%, due 7/28/06
   
2,000
   
0
 
Advance #150, 3.60%, due 8/12/05
   
2,000
   
0
 
Advance #151, 3.65%, due 8/11/06
   
2,000
   
0
 
Advance #152, 3.55%, due 8/11/05
   
1,000
   
0
 
Advance #153, 3.55%, due 11/10/05
   
2,500
   
0
 
   
$
170,500
 
$
160,000
 

The advances are collateralized by Federal Home Loan Bank stock of $21.8 million and certain first mortgage loans totaling $233.0 million as of June 30, 2005. Advances totaling $163.1 million at June 30, 2005 had fixed interest rates ranging from 1.00% to 7.05% with a weighted average rate of 3.08%; advances totaling $9.5 million had variable interest rates ranging from 3.55% to 3.65% with a weighted average rate of 3.60%. The variable rate advances #149 through #153 were obtained in connection with the acquisition of Heritage Community Bank of Danville on June 10, 2005.

Long-term debt consists of the following:

(in thousands)
   
June 30
2005
   
December 31
2004
 
Junior subordinated debentures, 9.00%, due 3/31/27
 
$
34,500
 
$
34,500
 
Junior subordinated debentures, 8.25%, due 3/31/32
   
25,000
   
25,000
 
Total long-term debt
 
$
59,500
 
$
59,500
 

Note 5 - Acquisitions

On June 10, 2005, Community Trust Bank, Inc., the bank subsidiary of Community Trust Bancorp, Inc., completed the acquisition of Heritage Community Bank of Danville, Kentucky. All former Heritage Community Bank offices now operate as branch offices of Community Trust Bank, Inc. The Corporation obtained loans totaling approximately $75 million, cash and cash equivalents of approximately $8 million, and deposits totaling approximately $69 million from this acquisition. The total cost of the acquisition, including direct acquisition costs, was $12.4 million. Goodwill and core deposit intangible of approximately $4 million was recorded based on a preliminary allocation of fair value. The preliminary allocations of purchase price are based upon preliminary valuation information which management believes will be completed in the third quarter 2005. Pro forma information has not been presented since the impact of the acquisition is not significant.
 



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

Overview

Community Trust Bancorp, Inc. (the “Corporation”) is a bank holding company headquartered in Pikeville, Kentucky. At June 30, 2005, the Corporation owned one commercial bank and one trust company. Through its subsidiaries, the Corporation has seventy-nine banking locations in eastern, northeast, central, and south central Kentucky and southern West Virginia, two loan production offices in Kentucky, and five trust offices across Kentucky. The banking locations are segmented into nineteen markets within four regions. The Corporation had total assets of $2.8 billion and total shareholders’ equity of $245.0 million as of June 30, 2005. The Corporation’s common stock is listed on NASDAQ under the symbol CTBI. Current market participants are FTN Midwest Research Securities Corp., Cleveland, Ohio; Goldman, Sachs & Co., New York, New York; Howe Barnes Investments, Inc., Chicago, Illinois; J.J.B. Hilliard, W.L. Lyons, Inc., Louisville, Kentucky; Keefe, Bruyette & Woods, Inc., New York, New York; Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, New York; Monroe Securities, Inc., Chicago, Illinois; Morgan Stanley & Co., Incorporated, New York, New York; and Sandler O'Neill & Partners, New York, New York.

On June 10, 2005, Community Trust Bank, Inc., the bank subsidiary of Community Trust Bancorp, Inc., completed the acquisition of Heritage Community Bank of Danville, Kentucky. All former Heritage Community Bank offices now operate as branch offices of Community Trust Bank, Inc.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the appropriate application of certain accounting policies, many of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the consolidated financial statements.

We believe the application of accounting policies and the estimates required therein are reasonable. These accounting policies and estimates are constantly reevaluated, and adjustments are made when facts and circumstances dictate a change. Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates.

Our accounting policies are more fully described in note 1 to the consolidated financial statements incorporated in the Annual Report on Form 10-K for the year ended December 31, 2004. We have identified the following critical accounting policies:

Loans - Loans are reported at the carrying value of unpaid principal reduced by unearned interest and an allowance for loan losses. Income is recorded on the level yield basis. Interest accrual is discontinued when management believes, after considering economic and business conditions, collateral value, and collection efforts, that the borrower’s financial condition is such that collection of interest is doubtful. Any loan greater than 90 days past due must be well secured and in the process of collection to continue accruing interest. Cash payments received on nonaccrual loans generally are applied against principal, and interest income is only recorded once principal recovery is reasonably assured. Loans are not reclassified as accruing until principal and interest payments are brought current and future payments appear reasonably certain.

Allowance for Loan Losses - The adequacy of the allowance is reviewed quarterly by management using a methodology that includes several key factors. The Corporation utilizes an internal risk grading system for commercial credits, and those larger commercial credits identified through this grading system as having weaknesses are individually reviewed for the customer's ability and potential to repay their loans. The borrower’s cash flow, adequacy of collateral held for the loan, and other options available to the Corporation including legal avenues are all evaluated. Based upon this individual credit evaluation, a specific allocation to the allowance may be made for the loan.

For other commercial loans that are not individually evaluated, an allowance allocation is determined by applying an eight-quarter moving average historical loss rate for this group of loans. Consumer installment and residential mortgage loans are not individually risk graded. Allowance allocations are provided for these pools of loans based upon an eight-quarter moving average historical loss rate for each of these categories of loans.

An unallocated portion of the allowance is also determined in recognition of the inherent inability to precisely determine the loss potential in any particular loan or pool of loans. The factors considered by management in determining this amount of inherent risk include delinquency trends, current economic conditions and trends, strength of the supervision and administration of the loan portfolio, level of nonperforming loans, trend in loan losses, recovery rates associated with previously charged-off loans, concentrations within commercial credits, problem loan identification strengths and weaknesses, collateral evaluation strengths and weaknesses, and the level of financial statement exceptions. These factors are reviewed quarterly and weighted as deemed appropriate by management. The total of these weighted factors is then applied against the total loan portfolio and the allowance is adjusted accordingly.

Investments - Management determines the classification of securities at purchase. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities, the Corporation classifies securities into held-to-maturity or available-for-sale categories. Held-to-maturity securities are those which the Corporation has the positive intent and ability to hold to maturity and are reported at amortized cost. Available-for-sale securities are those the Corporation may decide to sell if needed for liquidity, asset/liability management, or other reasons. Available-for-sale securities are reported at fair value, with unrealized gains and losses included as a separate component of shareholders’ equity, net of tax. If declines in fair value are not temporary, the carrying value of the securities is written down to fair value as a permanent impairment.

Gains or losses on disposition of securities are computed by specific identification for all securities except for shares in mutual funds, which are computed by average cost. Interest and dividend income, adjusted by amortization of purchase premium or discount, is included in earnings.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses, if any, are recognized in a valuation allowance by charges to income.

Goodwill - The Corporation evaluates total goodwill for impairment, based upon SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 147, Acquisitions of Certain Financial Institutions, using fair value techniques including multiples of price/equity. Goodwill is evaluated for impairment on an annual basis.

Dividends

The following schedule shows the quarterly cash dividends paid for the past six quarters:

Pay Date
Record Date
Amount Per Share
July 1, 2005
June 15, 2005
$0.24
April 1, 2005
March 15, 2005
$0.24
January 1, 2005
December 15, 2004
$0.24
October 1, 2004
September 15, 2004
$0.21
July 1, 2004
June 15, 2004
$0.21
April 1, 2004
March 15, 2004
$0.21

Statement of Income Review

The Corporation reported record earnings for the second quarter 2005 of $8.5 million or $0.57 per share compared to $7.8 million or $0.52 per share earned during the second quarter of 2004 and $8.0 million or $0.54 per share earned during the first quarter of 2005. Year-to-date earnings for the six months ended June 30, 2005 were $16.4 million or $1.11 per share compared to $15.0 million or $1.02 per share for the six months ended June 30, 2004. The Corporation's basic earnings per share for the second quarter 2005 reflects an increase of 9.6% over prior year. Year-to-date basic earnings per share increased 8.8% over prior year.

The Corporation had basic weighted average shares outstanding of 14.9 million and 14.8 million, respectively, for the three months ended June 30, 2005 and 2004 and for the six months ended June 30, 2005 and 2004. The following table sets forth on an annualized basis the return on average assets and return on average shareholders’ equity for the three and six months ended June 30, 2005 and 2004:

 
 
Three months ended
Six months ended
 
 
June 30 
June 30
     
2005
   
2004
   
2005
   
2004
 
Return on average shareholders' equity
   
13.96
%
 
13.81
%
 
13.73
%
 
13.39
%
Return on average assets
   
1.21
%
 
1.26
%
 
1.20
%
 
1.22
%

Net Interest Income

Our net interest margin of 3.95% for the quarter ended June 30, 2005 was a 14 basis point decrease from the 4.09% for the quarter ended June 30, 2004 and a 2 basis point decrease from the quarter ended March 31, 2005. The decrease in the net interest margin was primarily attributable to our increased cost of funds from competitive deposit pricing and continuous flattening of the yield curve..

The following table summarizes the annualized net interest spread and net interest margin for the three and six months ended June 30, 2005 and 2004.

 
 
Three months ended 
Six months ended
 
 
June 30 
June 30
     
2005
   
2004
   
2005
   
2004
 
Yield on interest earning assets
   
6.04
%
 
5.58
%
 
5.97
%
 
5.60
%
Cost of interest bearing funds
   
2.55
%
 
1.82
%
 
2.46
%
 
1.84
%
                           
Net interest spread
   
3.49
%
 
3.76
%
 
3.51
%
 
3.76
%
                           
Net interest margin
   
3.95
%
 
4.09
%
 
3.96
%
 
4.09
%

Provision for Loan Losses

The analysis of the changes in the allowance for loan losses and selected ratios is set forth below:

   
Six months ended
 
   
June 30
 
(in thousands)
   
2005
   
2004
 
               
Allowance balance at January 1
 
$
27,017
 
$
24,653
 
Additions to allowance charged against operations
   
3,067
   
3,918
 
Recoveries credited to allowance
   
1,878
   
1,815
 
Losses charged against allowance
   
(4,558
)
 
(4,604
)
Allowance of acquired banks
   
1,759
   
0
 
Allowance balance at June 30
 
$
29,163
 
$
25,782
 
               
Allowance for loan losses to period-end loans
   
1.41
%
 
1.42
%
Average loans, net of unearned income
 
$
1,951,768
 
$
1,768,384
 
Provision for loan losses to average loans, annualized
   
0.32
%
 
0.45
%
Loan charge-offs net of recoveries, to average loans, annualized
   
0.28
%
 
0.32
%

Our reserve for losses on loans as a percentage of total loans outstanding at June 30, 2005 decreased to 1.41% from the 1.42% at June 30, 2004 and March 31, 2005. Net loan charge-offs for the six months ended June 30, 2005 of $2.7 million, or 0.28% of average loans, decreased from the $2.8 million, or 0.32% of average loans, for the six months ended June 30, 2004. As a result of our improved asset quality, our provision for loan losses as a percentage of average loans for the six months ended June 30, 2005 decreased to 0.32% from the 0.45% at June 30, 2004.

Noninterest Income

Noninterest income of $8.5 million for the quarter ended June 30, 2005 was a 6.4% decrease from the quarter ended June 30, 2004 and a 10.8% increase from the $7.7 million earned for the quarter ended March 31, 2005. Year-to-date noninterest income decreased 5.2% from June 30, 2004. The following table displays the quarterly activity in the various significant noninterest income accounts.

Noninterest Income Summary
                 
(in thousands)
   
2Q
2005
   
2Q
2004
 
 
YTD
2005
 
 
YTD
2004
 
Deposit related fees
 
$
4,460
 
$
4,462
 
$
8,507
 
$
8,699
 
Loan related fees
   
1,292
   
1,349
   
2,510
   
2,493
 
Mortgage servicing rights
   
(94
)
 
763
   
132
   
163
 
Trust revenue
   
740
   
614
   
1,480
   
1,175
 
Gains on sales of loans
   
347
   
410
   
652
   
869
 
Other revenue
   
1,793
   
1,522
   
2,962
   
3,736
 
Total noninterest income
 
$
8,538
 
$
9,120
 
$
16,243
 
$
17,135
 

Noninterest income for the quarter ended June 30, 2005 was negatively impacted by a $0.1 million temporary impairment charge to our valuation reserve for capitalized mortgage servicing rights. Noninterest income for the second quarter 2004 and the first quarter 2005 was positively impacted by $0.8 million and $0.2 million pre-tax, respectively, temporary impairment recoveries of our capitalized mortgage rights. Trust revenue increased $0.1 million for the quarter ended June 30, 2005 compared to the quarter ended June 30, 2004 and $0.3 million year-over-year.

Noninterest Expense

Noninterest expense of $19.7 million was a 4.9% increase from the $18.8 million for the second quarter 2004 and a 2.5% increase from the first quarter 2005. The increase in noninterest expense is reflective of the additional operating expenses, primarily personnel, associated with the six new branches and loan production offices opened during the first quarter 2005 and the last six months of 2004. The impact to noninterest expense relative to the Danville acquisition was immaterial.

Balance Sheet Review

The Corporation’s total assets at $2.8 billion at June 30, 2005 grew at a rate of 16.4% from June 30, 2004 and at an annualized rate of 10.0% from December 31, 2004. The Danville acquisition contributed $88.4 million to this increase. The Company's loan portfolio grew 14.0% from June 30, 2004 and at an annualized rate of 17.7% from December 31, 2004. Loans totaling approximately $75 million were obtained during the Danville acquisition.

Total deposits and repurchase agreements of $2.3 billion at June 30, 2005 represent an increase of $210.8 million or 9.9% from June 30, 2004. Deposit growth excluding the Danville acquisition was $141.4 million. Total deposits and repurchase agreements grew at an annualized rate of 10.2% from December 31, 2004.

Shareholders’ equity of $245.0 million on June 30, 2005 was an 8.6% increase from the $225.6 million on June 30, 2004 and an annualized increase of 7.6% from the $236.2 million on December 31, 2004. The Company's annualized dividend yield to shareholders as of June 30, 2005 was 2.93%.

Loans

Total loans of $2.1 billion represent an increase of $254.8 million from June 30, 2004. Internal loan growth totaled approximately $180 million as growth occurred in all three major loan categories: commercial, residential real estate, and consumer loans. Loan growth from December 31, 2004 totaled $166.6 million.

Nonperforming loans increased to $21.4 million, or 1.0% of total loans, from the $19.9 million, or 1.1% of total loans, at June 30, 2004 and the $20.1 million, or 1.1% of total loans, at December 31, 2004. The increase in nonperforming loans is attributable to an increase in nonaccrual loans resulting primarily from a $1.9 million loan which is a workout and $1 million in various loans from the Danville acquisition. Specific reserves have been established for any potential losses. The Company does not believe that these customers are indicators of an overall weakness in a particular industry or economic sector.

Foreclosed properties on June 30, 2005 were $5.9 million, a decrease from the $6.2 million at June 30, 2004 but an increase from the $4.8 million reported at December 31, 2004. The increase in foreclosed properties during the second quarter is primarily attributable to a property obtained in the Danville acquisition which has been sold at book value subsequent to quarter-end.

The following tables summarize the Corporation’s nonperforming loans as of June 30, 2005 and December 31, 2004.

(in thousands)
   
Nonaccrual loans
 
 
As a % of Loan Balances by Category
 
 
Restructured Loans
 
 
As a % of Loan Balances by Category
 
 
Accruing Loans Past Due 90 Days or More
 
 
As a % of Loan Balances by Category
 
 
Total Loan
Balances
 
June 30, 2005
                                           
Commercial construction
 
$
110
   
0.10
%
$
0
   
0.00
%
$
97
   
0.09
%
$
105,309
 
Commercial secured by real estate
   
6,361
   
0.97
   
876
   
0.13
   
1,930
   
0.29
   
657,603
 
Commercial other
   
5,627
   
1.85
   
0
   
0.00
   
447
   
0.15
   
304,892
 
Consumer real estate construction
   
0
   
0.00
   
0
   
0.00
   
236
   
0.67
   
35,071
 
Consumer real estate secured
   
4,160
   
0.77
   
0
   
0.00
   
1,224
   
0.23
   
543,491
 
Consumer other
   
54
   
0.01
   
0
   
0.00
   
303
   
0.07
   
407,079
 
Equipment lease financing
   
0
   
0.00
   
0
   
0.00
   
0
   
0.00
   
15,722
 
Total
 
$
16,312
   
0.79
%
$
876
   
0.04
%
$
4,237
   
0.20
%
$
2,069,167
 

(in thousands)
   
Nonaccrual loans
 
 
As a % of Loan Balances by Category
 
 
Restructured Loans
 
 
As a % of Loan Balances by Category
 
 
Accruing Loans Past Due 90 Days or More
 
 
As a % of Loan Balances by Category
 
 
Total Loan
Balances
 
December 31, 2004
                                           
Commercial construction
 
$
271
   
0.36
%
$
0
   
0.00
%
$
650
   
0.87
%
$
75,078
 
Commercial secured by real estate
   
5,093
   
0.83
   
858
   
0.14
   
2,603
   
0.42
   
613,059
 
Commercial other
   
3,473
   
1.25
   
116
   
0.04
   
569
   
0.21
   
276,921
 
Consumer real estate construction
   
114
   
0.37
   
0
   
0.00
   
0.00
   
0.00
   
30,456
 
Consumer real estate secured
   
4,828
   
0.97
   
0
   
0.00
   
1,131
   
0.23
   
499,410
 
Consumer other
   
29
   
0.01
   
0
   
0.00
   
366
   
0.09
   
395,588
 
Equipment lease financing
   
0
   
0.00
   
0
   
0.00
   
0
   
0.00
   
12,007
 
Total
 
$
13,808
   
0.73
%
$
974
   
0.05
%
$
5,319
   
0.28
%
$
1,902,519
 

Loans on non-accrual increased $2.5 million from December 31, 2004 to June 30, 2005. Accruing loans past due 90 days or more decreased $1.1 million from December 31, 2004 to June 30, 2005, and restructured loans decreased $0.1 million during this period.

Allowance for Loan Losses

The allowance for loan losses balance is maintained by management at a level considered adequate to cover anticipated probable losses based on past loss experience, general economic conditions, information about specific borrower situations including their financial position and collateral values, and other factors and estimates which are subject to change over time. This analysis is completed quarterly and forms the basis for allocation of the loan loss reserve and what charges to the provision may be required. For further discussion of the allowance for loan losses, see the Critical Accounting Policies and Estimates section presented earlier in Item 2.

Securities

The Corporation uses its securities held-to-maturity for production of income and to manage cash flow needs through expected maturities. The Corporation uses its securities available-for-sale for income and balance sheet liquidity management. Securities available-for-sale reported at fair value decreased from $482.3 million as of December 31, 2004 to $473.7 million at June 30, 2005; the excess of market over cost decreased from a positive $1.6 million to a negative $0.5 million. Securities held-to-maturity decreased from $62.7 million to $55.8 million during the same period. Total securities as a percentage of total assets were 20.1% as of December 31, 2004 and 18.6% as of June 30, 2005.

Liquidity and Capital Resources

The Corporation’s liquidity objectives are to ensure that funds are available for the subsidiary bank to meet deposit withdrawals and credit demands without unduly penalizing profitability. Additionally, the Corporation's objectives ensure that funding is available for the Corporation to meet ongoing cash needs while maximizing profitability. The Corporation continues to identify ways to provide for liquidity on both a current and long-term basis. The subsidiary bank relies mainly on core deposits, certificates of deposits of $100,000 or more, repayment of principal and interest on loans and securities and federal funds sold and purchased to create long-term liquidity. The subsidiary bank also has available the sale of securities under repurchase agreements, securities available-for-sale, and Federal Home Loan Bank ("FHLB") borrowings as secondary sources of liquidity.

Due to the nature of the markets served by the subsidiary bank, management believes that the majority of its certificates of deposit of $100,000 or more are no more volatile than its core deposits. During periods of interest rate volatility, these deposit balances have remained stable as a percentage of total deposits. In addition, an arrangement has been made with a correspondent bank for the purchase of federal funds on an unsecured basis, up to $20 million, if necessary, to meet the Corporation’s liquidity needs.

The Corporation owns securities with an estimated fair value of $473.7 million that are designated as available-for-sale and available to meet liquidity needs on a continuing basis. The Corporation also has available Federal Home Loan Bank advances for both liquidity and management of its asset/liability position. FHLB advances increased to $172.6 million at June 30, 2005 from $162.4 million at December 31, 2004; $10.5 million of this increase was as a result of the acquisition of Heritage Community Bank of Danville. FHLB borrowing capacity at June 30, 2005 was $205.1 million. Long-term debt remained at $59.5 million from December 31, 2004 to June 30, 2005. At June 30, 2005, the Corporation had $18.3 million in federal funds sold compared to $50.9 million at December 31, 2004. Additionally, management projects cash flows from the Corporation's investment portfolio to generate additional liquidity over the next 90 days.

The Corporation generally relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash for its investing activities. As is typical of many financial institutions, significant financing activities include deposit gathering, use of short-term borrowing facilities such as federal funds purchased and securities sold under repurchase agreements, and issuance of long-term debt. The Corporation currently has a $12 million revolving line of credit, all of which is currently available to meet any future cash needs. The Corporation’s primary investing activities include purchases of securities and loan originations; however, as discussed in note 5 to the condensed consolidated financial statements, the Corporation completed the acquisition of Heritage Community Bank of Danville, Kentucky (“Heritage”) on June 10, 2005. Cash used for the purchase of Heritage totaled approximately $12.1 million and was funded from normal operating cash flow.

The investment portfolio continues to consist of high-quality short-term issues. The majority of the investment portfolio is in U.S. Government and agency issuances. The average life of the portfolio is 2.94 years. Available-for-sale ("AFS") securities comprise 89.5% of the total investment portfolio. At the end of the second quarter, the AFS portfolio was $473.7 million or 193% of equity capital. Sixty-five percent of the pledge eligible portfolio is pledged.

The Corporation's stock repurchase program began in December 1998 with the authorization to acquire up to 500,000 shares and was increased by an additional 1,000,000 shares in July 2000. The Corporation issued a press release on May 13, 2004 announcing its intention to repurchase up to 1,000,000 additional shares. The Corporation’s stock repurchase program continues to be accretive to shareholder value. During the first six months of 2005, the Corporation acquired no shares of the Corporation's stock. As of June 30, 2005, a total of 1,921,481 shares have been repurchased through this program.

In conjunction with maintaining a satisfactory level of liquidity, management monitors the degree of interest rate risk assumed on the consolidated balance sheet. The Corporation monitors its interest rate risk by use of the static gap model and dynamic gap model at the one-year interval. The Corporation uses the Sendero system to monitor its interest rate risk. The static gap model monitors the difference in interest rate sensitive assets and interest rate sensitive liabilities as a percentage of total assets that mature within the specified time frame. The dynamic gap model goes further in that it assumes that interest rate sensitive assets and liabilities will be reinvested. The Corporation desires an interest sensitivity gap of not more than fifteen percent of total assets at the one-year interval.

The Corporation’s principal source of funds used to pay dividends to shareholders and service long-term debt is the dividends it receives from the subsidiary bank. Various federal statutory provisions, in addition to regulatory policies and directives, limit the amount of dividends that subsidiary banks can pay without prior regulatory approval. These restrictions have had no major impact on the Corporation’s dividend policy or its ability to service long-term debt, nor is it anticipated that they would have any major impact in the foreseeable future. During the remainder of 2005, approximately $39.8 million plus any remaining 2005 net profits can be paid by the Corporation’s banking subsidiary without prior regulatory approval.

The primary source of capital for the Corporation is retained earnings. The Corporation paid cash dividends of $0.48 per share during the first six months of 2005. Basic earnings per share for the same period was $1.11. The Corporation retained 56.8% of earnings for the first six months of 2005.

Under guidelines issued by banking regulators, the Corporation and its subsidiary bank are required to maintain a minimum Tier 1 risk-based capital ratio of 4% and a minimum total risk-based ratio of 8%. In order to be considered “well-capitalized” the Corporation must maintain ratios of 6% and 10%, respectively. Risk-based capital ratios weight the relative risk factors of all assets and consider the risk associated with off-balance sheet items. The Corporation must also maintain a minimum Tier 1 leverage ratio of 4%. The well-capitalized ratio for Tier 1 leverage is 5%. The Corporation’s Tier 1 leverage, Tier 1 risk-based, and total risk-based ratios were 8.68%, 11.13%, and 12.38%, respectively, as of June 30, 2005, all exceeding the threshold for meeting the definition of well-capitalized.

As of June 30, 2005, management is not aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have, or would be reasonably likely to have, a material adverse impact on the Corporation’s liquidity, capital resources, or operations.

Impact of Inflation and Changing Prices

The majority of the Corporation’s assets and liabilities are monetary in nature. Therefore, the Corporation differs greatly from most commercial and industrial companies that have significant investment in nonmonetary assets, such as fixed assets and inventories. However, inflation does have an important impact on the growth of assets in the banking industry and on the resulting need to increase equity capital at higher than normal rates in order to maintain an appropriate equity to assets ratio. Inflation also affects other expenses, which tend to rise during periods of general inflation.

Management believes one of the most significant impacts on financial and operating results is the Corporation’s ability to react to changes in interest rates. Management seeks to maintain an essentially balanced position between interest rate sensitive assets and liabilities in order to protect against the effects of wide interest rate fluctuations.

FORWARD-LOOKING STATEMENTS

Certain of the statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. The Corporation’s actual results may differ materially from those included in the forward-looking statements. Forward-looking statements are typically identified by words or phrases such as “believe,”“expect,”“anticipate,”“intend,”“estimate,”“may increase,”“may fluctuate,” and similar expressions or future or conditional verbs such as “will,”“should,”“would,” and “could.” These forward-looking statements involve risks and uncertainties including, but not limited to, economic conditions, portfolio growth, the credit performance of the portfolios, including bankruptcies, and seasonal factors; changes in general economic conditions including the performance of financial markets, the performance of coal and coal related industries, prevailing inflation and interest rates, realized gains from sales of investments, gains from asset sales, and losses on commercial lending activities; results of various investment activities; the effects of competitors’ pricing policies, of changes in laws and regulations on competition and of demographic changes on target market populations’ savings and financial planning needs; industry changes in information technology systems on which we are highly dependent; failure of acquisitions to produce revenue enhancements or cost savings at levels or within the time frames originally anticipated or unforeseen integration difficulties; the adoption by the Corporation of an FFIEC policy that provides guidance on the reporting of delinquent consumer loans and the timing of associated credit charge-offs for financial institution subsidiaries; and the resolution of legal proceedings and related matters. In addition, the banking industry in general is subject to various monetary and fiscal policies and regulations, which include those determined by the Federal Reserve Board, the Federal Deposit Insurance Corporation, and state regulators, whose policies and regulations could affect the Corporation’s results. These statements are representative only on the date hereof, and the Corporation undertakes no obligation to update any forward-looking statements made.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Corporation uses an earnings simulation model to analyze net interest income sensitivity to movements in interest rates. Given a 200 basis point increase to the yield curve used in the simulation model, it is estimated net interest income for the Corporation would increase by 3.73 percent over one year and by 2.51 percent over two years. A 100 basis point decrease in the yield curve would decrease net interest income by an estimated 2.00 percent over one year and by 1.09 percent over two years. For further discussion of the Corporation's market risk, see the Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Market Risk included in the Annual Report on Form 10-K for the year ended December 31, 2004.


Item 4. Controls and Procedures

The Corporation's management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of June 30, 2005, an evaluation was performed under the supervision and with the participation of management, including the Chief Executive Officer and the Controller, of the effectiveness of the design and operation of the Corporation's disclosure controls and procedures. Based on that evaluation, management concluded that disclosure controls and procedures as of June 30, 2005 were effective in ensuring material information required to be disclosed in this quarterly report on Form 10-Q was recorded, processed, summarized, and reported on a timely basis. Additionally, there were no changes in the Corporation's internal control over financial reporting that occurred during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

Management's responsibilities related to establishing and maintaining effective disclosure controls and procedures include maintaining effective internal controls over financial reporting that are designed to produce reliable financial statements in accordance with accounting principles generally accepted in the United States. There have been no significant changes in the Corporation's internal controls or in other factors that could significantly affect internal controls subsequent to June 30, 2005.


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
 

The Corporation’s Annual Meeting of Shareholders was held on April 26, 2005. The following items were approved:

1) Election of the following members to the Corporation’s Board of Directors for the ensuing year.

Nominee
In Favor
Withheld
Abstained
Charles J. Baird
11,936,664
156,181
3,505
Nick A. Cooley
11,004,410
1,088,435
3,505
William A. Graham, Jr.
11,831,353
261,492
3,505
Jean R. Hale
12,036,012
56,833
3,505
James McGhee II
12,035,181
57,664
3,505
M. Lynn Parrish
11,831,351
258,747
3,505
Paul E. Patton
11,936,174
145,762
3,505
Dr. James R. Ramsey
10,734,653
1,338,959
3,505

2) Ratification of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for 2005.

The votes of the shareholders on this item were as follows:

In Favor
Against
Abstained
12,071,956
9,911
37,826

     
Item 5.
Other Information:
 
 
The Corporation's Principal Executive Officer and Principal Financial Officer have furnished to the SEC the certifications with respect to this Form 10-Q that are required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
 
     
Item 6.
a. Exhibits:
 
 
(1) Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.1
Exhibit 31.2
 
(2) Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1
Exhibit 32.2


SIGNATURES

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

 
COMMUNITY TRUST BANCORP, INC.
   
 
By:
   
Date: August 9, 2005
/s/ Jean R. Hale   
 
Jean R. Hale 
 
Chairman, President, and 
 
Chief Executive Officer
   
   
 
/s/ Kevin J. Stumbo   
 
Kevin J. Stumbo 
 
Executive Vice President/Treasurer