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COMMUNITY TRUST BANCORP INC /KY/ - Quarter Report: 2011 March (Form 10-Q)

ctb10q0311.htm
 




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 March 31, 2011
   
 
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
(Registrants 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

Yes
No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer, large accelerated filer, and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer  ü
Non-accelerated filer
Smaller reporting company
   
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
   No ü

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

Common stock – 15,405,353 shares outstanding at April 30, 2011
 
 
 
 



 
 

 

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, 2010 for further information in this regard.


 
 

 

Community Trust Bancorp, Inc.
Condensed Consolidated Balance Sheets

(dollars in thousands)
 
(unaudited)
March 31
2011
   
December 31
2010
 
Assets:
           
Cash and due from banks
  $ 71,545     $ 62,559  
Interest bearing deposits
    33,982       70,086  
Federal funds sold
    99,420       26,338  
Cash and cash equivalents
    204,947       158,983  
                 
Certificates of deposits in other banks
    10,789       14,762  
Securities available-for-sale at fair value (amortized cost of $403,286 and $332,658, respectively)
    410,330       338,675  
Securities held-to-maturity at amortized cost (fair value of $1,664 and $1,662, respectively)
    1,662       1,662  
Loans held for sale
    952       455  
                 
Loans
    2,586,048       2,605,180  
Allowance for loan losses
    (35,152 )     (34,805 )
Net loans
    2,550,896       2,570,375  
                 
Premises and equipment, net
    56,174       55,343  
Federal Home Loan Bank stock
    25,673       25,673  
Federal Reserve Bank stock
    4,468       4,434  
Goodwill
    65,490       65,499  
Core deposit intangible (net of accumulated amortization of $7,339 and $7,260, respectively)
    1,276       1,342  
Bank owned life insurance
    40,028       39,697  
Mortgage servicing rights
    3,251       3,161  
Other real estate owned
    47,667       42,935  
Other assets
    35,668       32,876  
Total assets
  $ 3,459,271     $ 3,355,872  
                 
Liabilities and shareholders’ equity:
               
Deposits:
               
Noninterest bearing
  $ 563,544     $ 525,478  
Interest bearing
    2,228,691       2,180,639  
Total deposits
    2,792,235       2,706,117  
                 
Repurchase agreements
    194,472       188,275  
Federal funds purchased and other short-term borrowings
    14,585       9,680  
Advances from Federal Home Loan Bank
    21,759       21,238  
Long-term debt
    61,341       61,341  
Other liabilities
    30,367       30,583  
Total liabilities
    3,114,759       3,017,234  
                 
Shareholders’ equity:
               
Preferred stock, 300,000 shares authorized and unissued
    -       -  
Common stock, $5 par value, shares authorized 25,000,000; shares outstanding 2011 – 15,394,892; 2010 – 15,334,410
    76,483       76,408  
Capital surplus
    155,371       154,880  
Retained earnings
    108,079       103,439  
Accumulated other comprehensive income, net of tax
    4,579       3,911  
Total shareholders’ equity
    344,512       338,638  
                 
Total liabilities and shareholders’ equity
  $ 3,459,271     $ 3,355,872  
 

See notes to condensed consolidated financial statements.

 
 
 

 

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

   
Three Months Ended
 
   
March 31
 
(in thousands except per share data)
 
2011
   
2010
 
             
Interest income:
           
Interest and fees on loans, including loans held for sale
  $ 36,686     $ 35,151  
Interest and dividends on securities
               
Taxable
    2,282       2,214  
Tax exempt
    396       424  
Interest and dividends on Federal Reserve and Federal Home Loan Bank stock
    356       619  
Other, including interest on federal funds sold
    140       89  
Total interest income
    39,860       38,497  
                 
Interest expense:
               
Interest on deposits
    5,830       7,596  
Interest on repurchase agreements and other short-term borrowings
    428       535  
Interest on advances from Federal Home Loan Bank
    28       21  
Interest on long-term debt
    1,000       1,000  
Total interest expense
    7,286       9,152  
                 
Net interest income
    32,574       29,345  
Provision for loan losses
    4,387       5,722  
Net interest income after provision for loan losses
    28,187       23,623  
                 
Noninterest income:
               
Service charges on deposit accounts
    5,880       5,297  
Gains on sales of loans, net
    381       442  
Trust income
    1,616       1,424  
Loan related fees
    883       840  
Bank owned life insurance
    410       405  
Other noninterest income
    1,568       1,333  
Total noninterest income
    10,738       9,741  
                 
Noninterest expense:
               
Officer salaries and employee benefits
    2,173       1,902  
Other salaries and employee benefits
    9,911       9,543  
Occupancy, net
    2,097       1,741  
Equipment
    868       983  
Data processing
    1,792       1,586  
Bank franchise tax
    1,164       978  
Legal fees
    930       593  
Professional fees
    406       231  
FDIC insurance
    1,124       999  
Other real estate owned provision and expense
    846       872  
Other noninterest expense
    5,236       4,013  
Total noninterest expense
    26,547       23,441  
                 
Income before income taxes
    12,378       9,923  
Income taxes
    3,074       3,132  
Net income
    9,304       6,791  
Other comprehensive income, net of tax:
               
Unrealized holding gains on securities available-for-sale
    668       317  
Comprehensive income
  $ 9,972     $ 7,108  
                 
Basic earnings per share
  $ 0.61     $ 0.45  
Diluted earnings per share
  $ 0.61     $ 0.45  
                 
Weighted average shares outstanding-basic
    15,294       15,202  
Weighted average shares outstanding-diluted
    15,324       15,235  
                 
Dividends declared per share
  $ 0.305     $ 0.30  


See notes to condensed consolidated financial statements.

 
 
 

 

Community Trust Bancorp, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
 
   
Three Months Ended
 
   
March 31
 
(in thousands)
 
2011
   
2010
 
             
Cash flows from operating activities:
           
Net income
  $ 9,304     $ 6,791  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    1,007       1,169  
Deferred taxes
    (337 )     (193 )
Stock-based compensation
    154       134  
Excess tax benefits of stock-based compensation
    16       40  
Dividends on restricted stock
    30       19  
Provision for loan and other real estate losses
    4,805       6,051  
Gains on sale of mortgage loans held for sale
    (381 )     (442 )
(Gains)/losses on sale of assets, net
    37       (19 )
Proceeds from sale of mortgage loans held for sale
    18,181       20,963  
Funding of mortgage loans held for sale
    (18,296 )     (19,033 )
Amortization of securities premiums and discounts, net
    656       451  
Change in cash surrender value of bank owned life insurance
    (332 )     (347 )
Mortgage servicing rights:
               
Fair value adjustments
    46       127  
New servicing assets created
    (136 )     (163 )
Changes in:
               
Other assets
    (2,785 )     858  
Other liabilities
    (254 )     (258 )
Net cash provided by operating activities
    11,715       16,148  
                 
Cash flows from investing activities:
               
Certificates of deposit in other banks:
               
Purchase of certificates of deposit
    0       (5,177 )
Maturity of certificates of deposit
    3,973       0  
Securities available-for-sale (AFS):
               
Purchase of AFS securities
    (90,186 )     (65,939 )
Proceeds from prepayments and maturities of AFS securities
    18,902       25,175  
Securities held-to-maturity (HTM):
               
Purchase of HTM securities
    0       (480 )
Proceeds from prepayments and maturities of HTM securities
    0       4,525  
Change in loans, net
    8,752       411  
Purchase of premises and equipment
    (1,774 )     (927 )
Proceeds from sale of premises and equipment
    0       1  
Additional investment in Federal Reserve Bank stock
    (34 )     (4 )
Proceeds from sale of other real estate and other repossessed assets
    1,169       1,415  
Additional investment in other real estate and other repossessed assets
    (14 )     (52 )
Net cash used in investing activities
    (59,212 )     (41,052 )
                 
Cash flows from financing activities:
               
Change in deposits, net
    86,118       68,025  
Change in repurchase agreements, federal funds purchased, and other short-term borrowings, net
    11,102       11,693  
Proceeds from Federal Home Loan Bank advances
    570       0  
Payments on advances from Federal Home Loan Bank
    (49 )     (429 )
Issuance of common stock
    396       681  
Excess tax benefits of stock-based compensation
    (16 )     (40 )
Dividends paid
    (4,660 )     (4,555 )
Net cash provided by financing activities
    93,461       75,375  
Net increase in cash and cash equivalents
    45,964       50,471  
Cash and cash equivalents at beginning of period
    158,983       142,129  
Cash and cash equivalents at end of period
  $ 204,947     $ 192,600  
                 
Supplemental disclosures:
               
Income taxes paid
  $ 3,600     $ 6,695  
Interest paid
    6,808       7,823  
Non-cash activities:
               
Loans to facilitate the sale of other real estate and other repossessed assets
    40       30  
Common stock dividends accrued, paid in subsequent quarter
    4,695       4,560  
Real estate acquired in settlement of loans
    6,322       2,955  
 

See notes to condensed consolidated financial statements.

 
 
 

 
 

Community Trust Bancorp, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
 
 
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 March 31, 2011, the results of operations for the three months ended March 31, 2011 and 2010, and the cash flows for the three months ended March 31, 2011 and 2010.  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.  The results of operations for the three months ended March 31, 2011 and 2010, and the cash flows for the three months ended March 31, 2011 and 2010, are not necessarily indicative of the results to be expected for the full year.  The condensed consolidated balance sheet as of December 31, 2010 has been derived from the audited consolidated financial statements of Community Trust Bancorp, Inc. (“CTBI”) for that period.  For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2010, included in CTBI’s Annual Report on Form 10-K.
 
Principles of Consolidation – The unaudited condensed consolidated financial statements include the accounts of CTBI 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.
 
Reclassifications – Certain reclassifications considered to be immaterial have been made in the prior year condensed consolidated financial statements to conform to current year classifications.  These reclassifications had no effect on net income.

New Accounting Standards

Ø Improving Disclosures about Fair Value Measurements – In January 2010, the FASB released Accounting Standards Update (ASU) 2010-06, Improving Disclosures about Fair Value Measurements.  ASU 2010-06 amends ASC Subtopic 820, Fair Value Measurements and Disclosures, and Subtopic 715-20, Compensation—Retirement Benefits—Defined Benefit Plans.  The new standard expanded the existing fair value disclosures required by these two subtopics.  Additional disclosures required by the new standard must be made for each period beginning after the effective date.  Expansion of disclosures for prior periods to include those required by the ASU is optional.

Disclosure changes made by ASU 2010-06 include:

·  
The amounts of and reasons for significant transfers in and out of Level 1, Level 2 and Level 3 fair value measurements and the accounting policy for the date used to recognize such transfers, e.g., actual transaction date, beginning of reporting period date or end of reporting period date

·  
Presentation of purchases, sales, issuances and settlements as separate lines, rather than one net number, in the table reconciling activity for assets and liabilities measured at fair value on a recurring basis using Level 3 inputs

·  
Provision of fair value measurement disclosures for each class of assets and liabilities with a class often being a subset of assets or liabilities within a balance sheet line item.  Class should be determined on the basis of the nature and risks of investments in debt and equity securities and generally will not require change from the classifications already employed in disclosures for those investments

·  
Provision of explanations about the valuation techniques and inputs used to determine fair value for both recurring and nonrecurring fair value measurements falling in either Level 2 or Level 3

·  
Revision of the existing disclosures made by a plan sponsor about fair value for assets of defined benefit pension and other postretirement benefit plans to require those disclosures be made by asset class instead of asset category

ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009, with early adoption permitted.  The one exception involves reporting certain items gross instead of net in the existing activity table for items measured at fair value on a recurring basis using Level 3 inputs, which was effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years and may be adopted earlier if desired.  Except for the Level 3 table item, each SEC issuer must apply the ASU starting with its first interim period beginning after December 15, 2009.  CTBI did not elect to early adopt the provisions which were effective for years beginning after December 15, 2009 or the December 15, 2010 provisions.  ASU 2010-06 has not had a material impact on CTBI’s consolidated financial statements.

Ø Effect of a Loan Modification When the Loan is Part of a Pool that is Accounted for as a Single Asset – a consensus of the FASB Emerging Issues Task Force – In April 2010, the FASB issued ASU No. 2010-18, Receivables (Topic 310) – Effect of a Loan Modification When the Loan is Part of a Pool that is Accounted for as a Single Asset – a consensus of the FASB Emerging Issues Task Force.  ASU 2010-18 provides guidance on account for acquired loans that have evidence of credit deterioration upon acquisition. It allows acquired assets with common risk characteristics to be accounted for in the aggregate as a pool.  ASU 2010-18 was effective for modifications of loans accounted for within pools under Subtopic 310-30 in the first interim or annual reporting period ending on or after July 15, 2010.  ASU 2010-18 did not have an impact on our financial condition, results of operations, or disclosures.

Ø Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses In July 2010, the FASB released ASU 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.  The standard will help investors assess the credit risk of a company's receivables portfolio and the adequacy of its allowance for credit losses held against the portfolios by expanding credit risk disclosures.  Companies will be required to provide more information about the credit quality of their financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators.  Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure.

The standard requires CTBI to expand disclosures about the credit quality of our loans and the related reserves against them.  The additional disclosures include details on our past due loans, credit quality indicators, and modifications of loans, and are included in note 4.  CTBI adopted the standard beginning with our December 31, 2010 financial statements.

Ø Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings In January 2011, the FASB released ASU 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings.  The amendments in this Update temporarily delayed the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 discussed above.  The delay was intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring.
 
 
Ø A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring – In April 2011, the FASB issued ASU No. 2011-02, A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.  The provisions of ASU No. 2011-02 provide additional guidance related to determining whether a creditor has granted a concession, include factors and examples for creditors to consider in evaluating whether a restructuring results in a delay in payment that is insignificant, prohibit creditors from using the borrower’s effective rate test to evaluate whether a concession has been granted to the borrower, and add factors for creditors to use in determining whether a borrower is experiencing financial difficulties.  A provision in ASU No. 2011-02 also ends the FASB’s deferral of the additional disclosures about troubled debt restructurings as required by ASU No. 2010-20.  The provisions of ASU No. 2011-02 will be effective for CTBI’s reporting period ending September 30, 2011.  The adoption of ASU No. 2011-02 is not expected to have a material impact on CTBI’s consolidated financial statements.

Ø Reconsideration of Effective Control for Repurchase Agreements – In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements.  The main objective in developing this Update is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity.  The amendments in this Update remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion.  Other criteria applicable to the assessment of effective control are not changed by the amendments in this Update.  The guidance in this Update is effective for the first interim or annual period beginning on or after December 15, 2011.  The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date.  Early adoption is not permitted.  The adoption of ASU No. 2011-03 is not expected to have a material impact on CTBI’s consolidated financial statements.

Note 2 – Stock-Based Compensation
 
CTBI’s compensation expense related to stock option grants was $24 thousand and $77 thousand for the three months ended March 31, 2011 and 2010, respectively.  Restricted stock expense for the first three months of 2011 and 2010 was $160 thousand and $76 thousand, respectively.  As of March 31, 2011, there was a total of $0.2 million of unrecognized compensation expense related to unvested stock option awards that will be recognized as expense as the awards vest over a weighted average period of 1.8 years and a total of $2.1 million of unrecognized compensation expense related to restricted stock grants that will be recognized as expense as the awards vest over a weighted average period of 3.0 years.
 
There were 45,542 shares of restricted stock granted during the three months ended March 31, 2011.  The restrictions on the restricted stock will lapse at the end of five years.  However, in the event of a change in control of CTBI or the death of the participant, the restrictions will lapse.  In the event of the disability of the participant, the restrictions will lapse on a pro rata basis (with respect to 20% of the participant’s restricted stock for each year since the date of award). The Compensation Committee of the Board of Directors will have discretion to review and revise restrictions applicable to a participant’s restricted stock in the event of the participant’s retirement.  There were no options granted to purchase shares of CTBI common stock during the first quarter 2011.  There were options to purchase 4,525 shares of CTBI common stock and 44,996 shares of restricted stock granted during the three months ended March 31, 2010.
 
The fair values of options granted during the three months ended March 31, 2010, were established at the date of grant using a Black-Scholes option pricing model with the weighted average assumptions as follows:

   
Three Months Ended
 
   
March 31
 
   
2010
 
Expected dividend yield
    4.78 %
Risk-free interest rate
    3.14 %
Expected volatility
    39.12 %
Expected term (in years)
    7.5  
Weighted average fair value of options
  $ 6.53  

Note 3 – Securities
 
Securities are classified into held-to-maturity and available-for-sale categories.  Held-to-maturity securities are those that CTBI has the positive intent and ability to hold to maturity and are reported at amortized cost.  Available-for-sale securities are those that CTBI 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 March 31, 2011 are summarized as follows:

Available-for-Sale

(in thousands)
 
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
U.S. Treasury and government agencies
  $ 29,105     $ 283     $ (164 )   $ 29,224  
State and political subdivisions
    52,463       1,142       (313 )     53,292  
U.S. government sponsored agency mortgage-backed securities
    301,136       6,182       (230 )     307,088  
Total debt securities
    382,704       7,607       (707 )     389,604  
Marketable equity securities
    20,582       144       0       20,726  
Total available-for-sale securities
  $ 403,286     $ 7,751     $ (707 )   $ 410,330  

Held-to-Maturity

(in thousands)
 
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
State and political subdivisions
  $ 1,182     $ 2     $ 0     $ 1,184  
Other debt securities
    480       0       0       480  
Total held-to-maturity securities
  $ 1,662     $ 2     $ 0     $ 1,664  

The amortized cost and fair value of securities as of December 31, 2010 are summarized as follows:

Available-for-Sale

(in thousands)
 
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
U.S. Treasury and government agencies
  $ 29,154     $ 330     $ (230 )   $ 29,254  
State and political subdivisions
    52,017       690       (842 )     51,865  
U.S. government sponsored agency mortgage-backed securities
    230,905       6,690       (352 )     237,243  
Total debt securities
    312,076       7,710       (1,424 )     318,362  
Marketable equity securities
    20,582       41       (310 )     20,313  
Total available-for-sale securities
  $ 332,658     $ 7,751     $ (1,734 )   $ 338,675  

Held-to-Maturity

(in thousands)
 
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
State and political subdivisions
  $ 1,182     $ 0     $ 0     $ 1,182  
Other debt securities
    480       0       0       480  
Total held-to-maturity securities
  $ 1,662     $ 0     $ 0     $ 1,662  

The amortized cost and fair value of securities at March 31, 2011 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

   
Available-for-Sale
   
Held-to-Maturity
 
(in thousands)
 
Amortized Cost
   
Fair Value
   
Amortized Cost
   
Fair Value
 
Due in one year or less
  $ 4,167     $ 4,197     $ 0     $ 0  
Due after one through five years
    21,133       21,419       0       0  
Due after five through ten years
    34,560       35,014       1,182       1,184  
Due after ten years
    21,708       21,886       0       0  
U.S. government sponsored agency mortgage-backed securities
    301,136       307,088       0       0  
Other securities
    0       0       480       480  
Total debt securities
    382,704       389,604       1,662       1,664  
Marketable equity securities
    20,582       20,726       0       0  
Total securities
  $ 403,286     $ 410,330     $ 1,662     $ 1,664  

There were no pre-tax gains or losses as of March 31, 2011 and December 31, 2010.
 
The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $135.1 million at March 31, 2011 and $106.2 million at December 31, 2010.
 
The carrying value of securities sold under agreements to repurchase amounted to $194.5 million at March 31, 2011 and $188.3 million at December 31, 2010.
 
CTBI evaluates its investment portfolio on a quarterly basis for impairment.  The analysis performed as of March 31, 2011 indicates that all impairment is considered temporary, market driven, and not credit-related. The percentage of total investments with unrealized losses as of March 31, 2011 was 15.9% compared to 18.9% as of December 31, 2010.  The following tables provide the amortized cost, gross unrealized losses, and fair market value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of March 31, 2011 that are not deemed to be other-than-temporarily impaired.

Available-for-Sale

(in thousands)
 
Amortized Cost
   
Gross Unrealized Losses
   
Fair Value
 
Less Than 12 Months
                 
U.S. Treasury and government agencies
  $ 9,821     $ (164 )   $ 9,657  
State and political subdivisions
    15,257       (296 )     14,961  
U.S. government sponsored agency mortgage-backed securities
    40,361       (230 )     40,131  
Total debt securities
    65,439       (690 )     64,749  
Marketable equity securities
    0       0       0  
Total securities
    65,439       (690 )     64,749  
                         
12 Months or More
                       
U.S. Treasury and government agencies
    0       0       0  
State and political subdivisions
    590       (17 )     573  
U.S. government sponsored agency mortgage-backed securities
    0       0       0  
Total debt securities
    590       (17 )     573  
Marketable equity securities
    0       0       0  
Total securities
    590       (17 )     573  
                         
Total
                       
U.S. Treasury and government agencies
    9,821       (164 )     9,657  
State and political subdivisions
    15,847       (313 )     15,534  
U.S. government sponsored agency mortgage-backed securities
    40,361       (230 )     40,131  
Total debt securities
    66,029       (707 )     65,322  
Marketable equity securities
    0       0       0  
Total securities
  $ 66,029     $ (707 )   $ 65,322  

As of March 31, 2011, there were no held-to-maturity securities with unrealized losses.
 
The analysis performed as of December 31, 2010 indicated that all impairment was considered temporary, market driven, and not credit-related.  The following tables provide the amortized cost, gross unrealized losses, and fair market value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position as of December 31, 2010 that are not deemed to be other-than-temporarily impaired.

Available-for-Sale

(in thousands)
 
Amortized Cost
   
Gross Unrealized Losses
   
Fair Value
 
Less Than 12 Months
                 
U.S. Treasury and government agencies
  $ 10,384     $ (230 )   $ 10,154  
State and political subdivisions
    24,624       (826 )     23,798  
U.S. government sponsored agency mortgage-backed securities
    30,016       (352 )     29,664  
Total debt securities
    65,024       (1,408 )     63,616  
Marketable equity securities
    42       (17 )     25  
Total securities
    65,066       (1,425 )     63,641  
                         
12 Months or More
                       
U.S. Treasury and government agencies
    0       0       0  
State and political subdivisions
    590       (16 )     574  
U.S. government sponsored agency mortgage-backed securities
    0       0       0  
Total debt securities
    590       (16 )     574  
Marketable equity securities
    329       (293 )     36  
Total securities
    919       (309 )     610  
                         
Total
                       
U.S. Treasury and government agencies
    10,384       (230 )     10,154  
State and political subdivisions
    25,214       (842 )     24,372  
U.S. government sponsored agency mortgage-backed securities
    30,016       (352 )     29,664  
Total debt securities
    65,614       (1,424 )     64,190  
Marketable equity securities
    371       (310 )     61  
Total securities
  $ 65,985     $ (1,734 )   $ 64,251  

           As of December 31, 2010, there were no held-to-maturity securities with unrealized losses.

Note 4 – Loans

Major classifications of loans, net of unearned income and deferred loan origination costs, are summarized as follows:

 
(in thousands)
 
March 31
2011
   
December 31
2010
 
Commercial construction
  $ 133,780     $ 135,091  
Commercial secured by real estate
    791,833       807,049  
Equipment lease financing
    12,359       14,151  
Commercial other
    395,334       388,746  
Real estate construction
    50,046       56,910  
Real estate mortgage
    637,839       623,851  
Home equity
    83,767       85,103  
Consumer direct
    121,685       126,046  
Consumer indirect
    359,405       368,233  
Total loans
  $ 2,586,048     $ 2,605,180  
 
Not included in the loan balances above were loans held for sale in the amount of $1.0 million and $0.5 million at March 31, 2011 and December 31, 2010, respectively.  The amount of capitalized fees and costs related to origination of loans under ASC 310-20, included in the above loan totals were $0.9 million and $0.8 million at March 31, 2011 and December 31, 2010, respectively.
 
CTBI acquired loans through the acquisition of First National Bank of LaFollette in the fourth quarter 2010.  At acquisition, the transferred loans with evidence of deterioration of credit quality since origination were not significant; therefore, none of the loans acquired were accounted for under the guidance in ASC 310-30.
 
Credit discounts representing principal losses expected over the life of the loans are a component of the initial fair value for purchased loans acquired that are not deemed impaired at acquisition.  Accordingly, an allowance for credit losses related to these loans is not carried over and recorded at the acquisition date.  Subsequent to the acquisition date, the methods used to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Bank records a provision for loan losses only when the required allowance exceeds any remaining credit discounts.  The remaining difference between the purchase price and the unpaid principal balance at the date of acquisition is recorded in interest income over the life of the loans.  Management estimated the cash flows expected to be collected at acquisition using a third party that incorporated estimates of current key assumptions, such as default rates, severity, and prepayment speeds.  The carrying amounts of those loans included in the balance sheet are $109.7 million and $115.7 million at March 31, 2011 and December 31, 2010, respectively.

Changes in accretable yield during the year is as follows:

 (in thousands)
 
March 31
2011
   
December 31
2010
 
Beginning balance
  $ 2,995     $ 0  
Additions
    0       3,152  
Accretion
    (270 )     (126 )
Disposals
    (758 )     (31 )
Ending balance
  $ 1,967     $ 2,995  

The amount of loans on a non-accruing income status was $39.0 million at March 31, 2011 and $45.0 million at December 31, 2010.  The total of loans on non-accrual that were in homogeneous pools and not evaluated individually for impairment were $7.9 million,  and $7.6 million at March 31, 2011 and December 31, 2010, respectively.  Additional interest which would have been recorded during the first quarter ended March 31 2011 was $1.5 million compared to $0.3 million and $0.9 million for quarters ended December 31, 2010 and March 31, 2010, respectively.  Any loan greater than 90 days past due must be well secured and in the process of collection to continue accruing interest.  The amount of loans 90 days or more past due and still accruing interest was $18.4 million, $17.0 million, and $17.6 million at March 31, 2011, December 31, 2010, and March 31, 2010, respectively.  Refer to note 1 to the consolidated financial statements for the year ended December 31, 2010 included in CTBI’s Annual Report on Form 10-K for further information regarding our nonaccrual policy.  Nonaccrual loans segregated by class of loans were as follows:

 (in thousands)
 
March 31
2011
   
December 31
2010
 
Commercial:
           
Commercial construction
  $ 10,372     $ 13,138  
Commercial secured by real estate
    13,878       15,608  
Commercial other
    7,641       9,338  
                 
Residential:
               
Real estate construction
    949       636  
Real estate mortgage
    6,015       6,137  
Home equity
    147       164  
Total nonaccrual loans
  $ 39,002     $ 45,021  

The following tables present the Bank’s loan portfolio aging analysis, segregated by class, as of March 31, 2011 and December 31, 2010:

   
March 31, 2011
 
(in thousands)
 
30-59 Days Past Due
   
60-89 Days Past Due
   
90+ Days Past Due
   
Total Past Due
   
Current
   
Total Loans
   
90+ and Accruing*
 
Commercial:
                                         
Commercial construction
  $ 1,748     $ 7,667     $ 12,201     $ 21,616     $ 112,164     $ 133,780     $ 2,022  
Commercial secured by real estate
    5,467       2,153       24,786       32,406       759,427       791,833       12,374  
Equipment lease financing
    0       0       0       0       12,359       12,359       0  
Commercial other
    6,502       543       3,393       10,438       384,896       395,334       769  
Residential:
                                                       
Real estate construction
    462       248       1,065       1,775       48,271       50,046       116  
Real estate mortgage
    1,677       3,948       8,021       13,646       624,193       637,839       2,595  
Home equity
    411       182       309       902       82,865       83,767       214  
Consumer:
                                                       
Consumer direct
    1,241       243       47       1,531       120,154       121,685       47  
Consumer indirect
    2,148       466       250       2,864       356,541       359,405       250  
Total
  $ 19,656     $ 15,450     $ 50,072     $ 85,178     $ 2,500,870     $ 2,586,048     $ 18,387  

   
December 31, 2010
 
(in thousands)
 
30-59 Days Past Due
   
60-89 Days Past Due
   
90+ Days Past Due
   
Total Past Due
   
Current
   
Total Loans
   
90+ and Accruing*
 
Commercial:
                                         
Commercial construction
  $ 1,800     $ 545     $ 14,290     $ 16,635     $ 118,456     $ 135,091     $ 1,178  
Commercial secured by real estate
    6,382       8,618       22,195       37,195       769,854       807,049       9,641  
Equipment lease financing
    0       0       0       0       14,151       14,151       0  
Commercial other
    6,737       539       5,039       12,315       376,431       388,746       1,692  
Residential:
                                                       
Real estate construction
    109       767       1,009       1,885       55,025       56,910       372  
Real estate mortgage
    1,478       3,764       8,844       14,086       609,765       623,851       3,337  
Home equity
    885       276       295       1,456       83,647       85,103       226  
Consumer:
                                                       
Consumer direct
    1,569       242       70       1,881       124,165       126,046       70  
Consumer indirect
    2,851       684       498       4,033       364,200       368,233       498  
Total
  $ 21,811     $ 15,435     $ 52,240     $ 89,486     $ 2,515,694     $ 2,605,180     $ 17,014  

*90+ and Accruing are also included in 90+ Days Past Due column.

The Bank utilizes an internal risk grading system on all commercial credits.  A description of the general characteristics of the risk grades is as follows:

Ø  
Pass grades include investment grade, low risk, moderate risk, and acceptable risk loans.  The loans range from loans that have no chance of resulting in a loss to loans that have a limited chance of resulting in a loss.  Customers in this grade have excellent to fair credit ratings.  The cash flows are adequate to meet required debt repayments.

Ø  
Watch graded loans are loans that warrant extra management attention but are not currently criticized.  Loans on the watch list may be potential troubled credits or may warrant “watch” status for a reason not directly related to the asset quality of the credit.  The watch grade is a management tool to identify credits which may be candidates for future classification or may temporarily warrant extra management monitoring.

Ø  
Other assets especially mentioned (OAEM) reflects loans that are currently protected but are potentially weak.  These loans constitute an undue and unwarranted credit risk but not to the point of justifying a classification of substandard.  The credit risk may be relatively minor yet constitute an unwarranted risk in light of circumstances surrounding a specific asset. Loans in this grade display potential weaknesses which may, if unchecked or uncorrected, inadequately protect the Bank’s credit position at some future date.  The loans may be adversely affected by economic or market conditions.

Ø  
Substandard grading indicates that the loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged.  These loans have a well-defined weakness or weaknesses that jeopardize the orderly liquidation of the debt with the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Ø  
Doubtful graded loans have the weaknesses inherent in the substandard grading with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.  The probability of loss is extremely high, but because of certain important and reasonably specific pending factors which may work to the Bank’s advantage or strengthen the asset(s), its classification as an estimated loss is deferred until its more exact status may be determined.  Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans.

Ø  
A loss grading applies to loans that are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.  This classification does not mean that the asset has absolutely no recovery value, but rather it is not practical or desirable to defer writing off the asset.  Losses must be taken in the period in which they surface as uncollectible.
 
The following tables present the credit risk profile of the Bank’s commercial loan portfolio based on rating category and payment activity, segregated by class of loans, as of March 31, 2011 and December 31, 2010:

 (in thousands)
 
Real Estate Commercial Construction
   
Commercial Secured by Real Estate
   
Commercial Other
   
Equipment Leases
 
March 31, 2011
                       
Pass
  $ 78,933     $ 644,301     $ 314,966     $ 12,359  
Watch
    22,031       75,389       61,947       0  
OAEM
    8,648       8,313       1,478       0  
Substandard
    12,942       49,637       7,612       0  
Doubtful
    10,372       11,978       7,499       0  
Loss
    854       2,215       1,832       0  
Total
  $ 133,780     $ 791,833     $ 395,334     $ 12,359  
                                 
December 31, 2010
                               
Pass
  $ 80,064     $ 651,281     $ 313,444     $ 14,151  
Watch
    27,510       80,128       57,716       0  
OAEM
    853       8,163       731       0  
Substandard
    13,987       53,141       7,348       0  
Doubtful
    12,506       13,813       7,456       0  
Loss
    171       523       2,051       0  
Total
  $ 135,091     $ 807,049     $ 388,746     $ 14,151  
 
The following tables present the credit risk profile of the Bank’s residential real estate and consumer loan portfolios based on performing or nonperforming status, segregated by class, as of March 31, 2011 and December 31, 2010:

(in thousands)
 
Real Estate Consumer Construction
   
Real Estate Mortgage
   
Home Equity
   
Consumer Direct
   
Consumer
Indirect
 
March 31, 2011
                             
Performing
  $ 48,981     $ 629,229     $ 83,406     $ 121,638     $ 359,155  
Nonperforming
    1,065       8,610       361       47       250  
Total
  $ 50,046     $ 637,839     $ 83,767     $ 121,685     $ 359,405  
                                         
December 31, 2010
                                       
Performing
  $ 55,902     $ 614,377     $ 84,713     $ 125,976     $ 367,735  
Nonperforming
    1,008       9,474       390       70       498  
Total
  $ 56,910     $ 623,851     $ 85,103     $ 126,046     $ 368,233  

A loan is considered nonperforming if it is 90 days or more past due or on nonaccrual.
 
A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.  Impaired loans include nonperforming commercial loans but also include loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties.  These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

The following tables present impaired loans for the years ended March 31, 2011 and December 31, 2010:

   
March 31, 2011
 
(in thousands)
 
Recorded Balance
   
Unpaid Principal Balance
   
Specific Allowance
   
Average Investment in Impaired Loans
   
Interest Income Recognized
 
Loans without a specific valuation allowance:
                             
Commercial construction
  $ 7,537     $ 8,394     $ 0     $ 7,540     $ 71  
Commercial secured by real estate
    30,903       33,279       0       32,777       257  
Commercial other
    3,870       4,970       0       3,886       56  
Real estate construction
    0       0       0       0       0  
Real estate mortgage
    85       85       0       85       2  
Consumer direct
    43       43       0       43       1  
Consumer indirect
    89       89       0       89       2  
                                         
Loans with a specific valuation allowance:
                                       
Commercial construction
    9,356       9,788       2,805       9,356       0  
Commercial secured by real estate
    5,189       5,379       1,622       5,219       23  
Commercial other
    7,247       8,645       2,913       7,963       0  
                                         
Commercial
    64,102       70,455       7,340       66,741       407  
Residential
    85       85       0       85       2  
Consumer
    132       132       0       132       3  
Total
  $ 64,319     $ 70,672     $ 7,340     $ 66,958     $ 412  

   
December 31, 2010
 
(in thousands)
 
Recorded Balance
   
Unpaid Principal Balance
   
Specific Allowance
   
Average Investment in Impaired Loans
   
Interest Income Recognized
 
Loans without a specific valuation allowance:
                             
Commercial construction
  $ 6,313     $ 6,313     $ 0     $ 6,262     $ 43  
Commercial secured by real estate
    23,503       24,034       0       23,629       330  
Commercial other
    4,357       4,616       0       4,407       71  
Real estate construction
    790       790       0       790       0  
Real estate mortgage
    950       950       0       950       0  
                                         
Loans with a specific valuation allowance:
                                       
Commercial construction
    9,528       10,813       2,554       9,686       0  
Commercial secured by real estate
    9,188       9,358       2,575       9,191       2  
Commercial other
    8,680       10,338       3,093       8,090       85  
                                         
Commercial
    61,569       65,472       8,222       61,265       531  
Residential
    1,740       1,740       0       1,740       0  
Total
  $ 63,309     $ 67,212     $ 8,222     $ 63,005     $ 531  

The recorded investments in impaired loans at March 31, 2010 are summarized below:

(in thousands)
 
March 31
2010
 
Impaired loans without specific reserves
  $ 25,203  
Impaired loans with specific reserves
    24,407  
Restructured loans
    952  
Total
  $ 50,562  
 
Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired.  Restructured loans segregated by class of loans were as follows:

 (in thousands)
 
March 31
2011
   
December 31
2010
 
Commercial:
           
Commercial construction
  $ 6,320     $ 2,973  
Commercial secured by real estate
    5,742       2,511  
Commercial other
    4,594       1,156  
                 
Residential:
               
Real estate mortgage
    85       0  
                 
Consumer:
               
Consumer direct
    43       0  
Consumer indirect
    89       0  
Total restructured loans
  $ 16,873     $ 6,640  
 
Presented below, segregated by class of loans, are troubled debt restructurings, which are included in the above table, that were performing in accordance with their modified terms:

 (in thousands)
 
March 31
2011
   
December 31
2010
 
Commercial:
           
Commercial construction
  $ 4,974     $ 1,633  
Commercial secured by real estate
    4,328       2,427  
Commercial other
    4,080       771  
                 
Residential:
               
Real estate mortgage
    85       0  
                 
Consumer:
               
Consumer direct
    43       0  
Consumer indirect
    89       0  
Total restructured loans
  $ 13,599     $ 4,831  

Activity in the allowance for loan and lease losses was as follows:
 
   
Three Months Ended
 
   
March 31
 
(in thousands)
 
2011
   
2010
 
Allowance balance at January 1
  $ 34,805     $ 32,643  
Additions to allowance charged against operations
    4,387       5,722  
Recoveries credited to allowance
    622       825  
Losses charged against allowance
    (4,662 )     (4,316 )
Allowance balance at March 31
  $ 35,152     $ 34,874  
 
The following tables present the activity in the allowance for loan losses for the quarter ended March 31, 2011 and the year ended December 31, 2010 and the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of March 31, 2011 and December 31, 2010:
 
   
March 31, 2011
 
(in thousands)
 
Commercial Construction
   
Commercial Secured by Real Estate
   
Commercial Other
   
Equipment Lease Financing
   
Real Estate Construction
   
Real Estate Mortgage
   
Home
Equity
   
Consumer Direct
   
Consumer Indirect
   
Total
 
Allowance for loan losses
                                                           
Beginning balance
  $ 4,332     $ 12,327     $ 7,392     $ 148     $ 271     $ 2,982     $ 407     $ 1,169     $ 5,777     $ 34,805  
Provision charged to expense
    433       1,613       906       (10 )     (17 )     683       78       43       658       4,387  
Losses charged off
    98       2,015       875       0       0       342       46       291       995       4,662  
Recoveries
    1       27       81       0       8       22       0       140       343       622  
Ending balance
  $ 4,668     $ 11,952     $ 7,504     $ 138     $ 262     $ 3,345     $ 439     $ 1,061     $ 5,783     $ 35,152  
                                                                                 
Ending balance:
                                                                               
Individually evaluated for impairment
  $ 2,805     $ 1,622     $ 2,913     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 7,340  
Collectively evaluated for impairment
  $ 1,863     $ 10,330     $ 4,591     $ 138     $ 262     $ 3,345     $ 439     $ 1,061     $ 5,783     $ 27,812  
                                                                                 
Loans
                                                                               
Ending balance:
                                                                               
Individually evaluated for impairment
  $ 16,893     $ 36,092     $ 11,117     $ 0     $ 0     $ 85     $ 0     $ 43     $ 89     $ 64,319  
Collectively evaluated for impairment
  $ 116,887     $ 755,741     $ 384,217     $ 12,359     $ 50,046     $ 637,754     $ 83,767     $ 121,642     $ 359,316     $ 2,521,729  

   
December 31, 2010
 
(in thousands)
 
Commercial Construction
   
Commercial Secured by Real Estate
   
Commercial Other
   
Equipment Lease Financing
   
Real Estate Construction
   
Real Estate Mortgage
   
Home
Equity
   
Consumer Direct
   
Consumer Indirect
   
Total
 
Allowance for loan losses
                                                           
Beginning balance
  $ 3,381     $ 10,961     $ 7,472     $ 221     $ 291     $ 3,041     $ 455     $ 1,258     $ 5,563     $ 32,643  
Provision charged to expense
    2,640       5,029       4,416       (73 )     (17 )     526       287       532       3,144       16,484  
Losses charged off
    1,695       3,826       5,184       0       22       684       358       1,256       4,611       17,636  
Recoveries
    6       163       688       0       19       99       23       635       1,681       3,314  
Ending balance
  $ 4,332     $ 12,327     $ 7,392     $ 148     $ 271     $ 2,982     $ 407     $ 1,169     $ 5,777     $ 34,805  
                                                                                 
Ending balance:
                                                                               
Individually evaluated for impairment
  $ 2,554     $ 2,575     $ 3,093     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 8,222  
Collectively evaluated for impairment
  $ 1,778     $ 9,752     $ 4,299     $ 148     $ 271     $ 2,982     $ 407     $ 1,169     $ 5,777     $ 26,583  
                                                                                 
Loans
                                                                               
Ending balance:
                                                                               
Individually evaluated for impairment
  $ 15,841     $ 32,691     $ 13,037     $ 0     $ 790     $ 950     $ 0     $ 0     $ 0     $ 63,309  
Collectively evaluated for impairment
  $ 119,250     $ 774,358     $ 375,709     $ 14,151     $ 56,120     $ 622,901     $ 85,103     $ 126,046     $ 368,233     $ 2,541,871  
 
Note 5 – Mortgage Banking and Servicing Rights
 
Mortgage banking activities primarily include residential mortgage originations and servicing.  Mortgage servicing rights (“MSRs”) are carried at fair market value.  The fair value is determined quarterly based on an independent third-party valuation using a discounted cash flow analysis and calculated using a computer pricing model.  The computer valuation is based on key economic assumptions including the prepayment speeds of the underlying loans, the weighted-average life of the loan, the discount rate, the weighted-average coupon, and the weighted-average default rate, as applicable.  Along with the gains received from the sale of loans, fees are received for servicing loans.  These fees include late fees, which are recorded in interest income, and ancillary fees and monthly servicing fees, which are recorded in noninterest income.  Costs of servicing loans are charged to expense as incurred.  Changes in fair market value of the MSRs are reported as an increase or decrease to mortgage banking income.

The following table presents the components of mortgage banking income:

   
Three Months Ended
 
   
March 31
 
(in thousands)
 
2011
   
2010
 
Net gain on sale of loans held for sale
  $ 381     $ 442  
Net loan servicing income:
               
Servicing fees
    268       272  
Late fees
    22       17  
Ancillary fees
    66       66  
Fair value adjustments
    (46 )     (127 )
Net loan servicing income
    310       228  
Mortgage banking income
  $ 691     $ 670  
 
Mortgage loans serviced for others are not included in the accompanying balance sheets.  Mortgage loans serviced for the benefit of others (primarily FHLMC) at March 31, 2011, December 31, 2010, and March 31, 2010, were $422 million, $425 million, and $437 million, respectively.  Servicing loans for others generally consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures.  Custodial escrow balances maintained in connection with the foregoing loan servicing, and included in demand deposits, were approximately $0.8 million at March 31, 2011, $0.5 million at December 31, 2010, and $0.8 million at March 31, 2010.

Activity for capitalized mortgage servicing rights using the fair value method was as follows:

   
Three Months Ended
 
   
March 31
 
(in thousands)
 
2011
   
2010
 
Fair value, beginning of period
  $ 3,161     $ 3,406  
New servicing assets created
    136       163  
Change in fair value during the period due to:
               
Time decay (1)
    (59 )     (50 )
Payoffs (2)
    (131 )     (62 )
Changes in valuation inputs or assumptions (3)
    144       (15 )
Fair value, end of period
  $ 3,251     $ 3,442  

(1)  
Represents decrease in value due to regularly scheduled loan principal payments and partial loan paydowns.
(2)  
Represents decrease in value due to loans that paid off during the period.
(3)  
Represents change in value resulting from market-driven changes in interest rates and prepayment speeds.
 
The fair value of capitalized mortgage servicing rights was $3.3 million at March 31, 2011 compared to $3.2 million at December 31, 2010 and $3.4 million at March 31, 2010.  Fair values were determined by third-party valuations using a discount rate of 10.0% for the quarters ended March 31, 2011, December 31, 2010 and March 31, 2010, and weighted average default rates of 2.3%, 2.0% and 2.0% respectively.  Prepayment speeds generated using the Andrew Davidson Prepayment Model averaged 13.1%, 13.3%, and 13.0% at March 31, 2011, December 31, 2010, and March 31, 2010, respectively.  MSR values are very sensitive to movement in interest rates as expected future net servicing income depends on the projected balance of the underlying loans, which can be greatly impacted by the level of prepayments.  CTBI does not currently hedge against changes in the fair value of its MSR portfolio.

Note 6 – Other Real Estate Owned

Activity for foreclosed properties during the three months ended March 31, 2011 and 2010 was as follows:

(in thousands)
 
2011
   
2010
 
Beginning balance
  $ 42,935     $ 37,333  
New assets acquired
    6,321       2,955  
Capitalized costs
    13       52  
Fair value adjustments
    (418 )     (329 )
Sale of assets
    (1,184 )     (1,399 )
Ending balance
  $ 47,667     $ 38,612  
 
Carrying costs and fair value adjustments associated with foreclosed properties were $0.9 million for both the three months ended March 31, 2011 and the three months ended March 31, 2010.

Note 7 – Borrowings

Short-term debt consists of the following:

(in thousands)
 
March 31
2011
   
December 31
2010
 
Subsidiaries:
           
Repurchase agreements
  $ 194,472     $ 188,275  
Federal funds purchased
    14,585       9,680  
Total short-term debt
  $ 209,057     $ 197,955  
 
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 March 31, 2011 were 0.15% and 0.85%, respectively.
 
The maximum balance for repurchase agreements at any month-end during the first quarter 2011 occurred at March 31, 2011, with a month-end balance of $194.5 million.  The average balance of repurchase agreements for the quarter was $188.6 million.

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

 
(in thousands)
 
March 31
2011
   
December 31
2010
 
Monthly amortizing
  $ 1,759     $ 1,238  
Term
    20,000       20,000  
Total advances
  $ 21,759     $ 21,238  

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 March 31, 2011
 
(in thousands)
 
Total
   
Within 1 Year
   
2 Years
   
3 Years
   
4 Years
   
5 Years
   
After 5 Years
 
Outstanding advances, weighted average interest rate – 2.35%
  $ 1,759     $ 212     $ 173     $ 126     $ 116     $ 113     $ 1,019  

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

 
(in thousands)
 
March 31
2011
   
December 31
2010
 
Advance #158, 0.37%, due 1/24/11
  $ 0     $ 20,000  
Advance #160, 0.33%, due 7/22/11
    20,000       0  
Total term advances
  $ 20,000     $ 20,000  

Advances totaling $21.8 million at March 31, 2011 were collateralized by FHLB stock of $25.7 million and a blanket lien on qualifying first mortgage loans.  As of March 31, 2011, CTBI had a $382.8 million FHLB borrowing capacity with $21.8 million in advances and $94.4 million in letters of credit leaving $266.6 million available for additional advances.  The advances had fixed interest rates ranging from 0.00% to 7.75% with a weighted average rate of 0.49%.  The advances are subject to restriction or penalties in the event of prepayment.

Long-term debt consists of the following:

(in thousands)
 
March 31
2011
   
December 31
2010
 
Junior subordinated debentures, 6.52%, due 6/1/37
  $ 61,341     $ 61,341  
 
On March 31, 2007, CTBI issued $61.3 million in junior subordinated debentures to a newly formed unconsolidated Delaware statutory trust subsidiary which in turn issued $59.5 million of capital securities in a private placement to institutional investors.  The debentures, which mature in 30 years but are redeemable at par at CTBI's option after five years, were issued at a rate of 6.52% until June 1, 2012, and thereafter at a floating rate based on the three-month LIBOR plus 1.59%.  The underlying capital securities were issued at the equivalent rates and terms.  The proceeds of the debentures were used to fund the redemption on April 2, 2007 of all CTBI's outstanding 9.0% and 8.25% junior subordinated debentures in the total amount of $61.3 million.
 
On October 28, 2010, Community Trust Bancorp, Inc. entered into a revolving credit promissory note for a line of credit in the amount of $12 million at a floating interest rate of 2.25% in excess of the one-month LIBOR Rate.  An unused commitment fee of 0.15% has been established.  Currently, all $12 million remain available for general corporate purposes.  The agreement, which was effective October 28, 2010, replaced the agreement dated October 29, 2009, and will mature on October 27, 2011.

Note 8 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

   
Three Months Ended
 
   
March 31
 
(in thousands except per share data)
 
2011
   
2010
 
Numerator:
           
Net income
  $ 9,304     $ 6,791  
                 
Denominator:
               
Basic earnings per share:
               
Weighted average shares
    15,294       15,202  
Diluted earnings per share:
               
Effect of dilutive stock options
    30       33  
Adjusted weighted average shares
    15,324       15,235  
                 
Earnings per share
               
Basic earnings per share
  $ 0.61     $ 0.45  
Diluted earnings per share
  $ 0.61     $ 0.45  
 
Options to purchase 293,322 common shares were excluded from the diluted calculations above for the three months ended March 31, 2011 because the exercise prices on the options were greater than the average market price for the period.  Options to purchase 425,974 common shares were excluded from the diluted calculations above for the three months ended March 31, 2010.

Note 9 – Fair Value of Financial Assets and Liabilities
 
ASC 820, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.  ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances.  In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability.  In support of this principle, ASC 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.  The fair value hierarchy is as follows:

Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

Assets Measured on a Recurring Basis
 
The following tables present information about CTBI’s assets measured at fair value on a recurring basis as of March 31, 2011 and December 31, 2010, and indicates the fair value hierarchy of the valuation techniques and inputs utilized by CTBI to determine such fair value.

(in thousands)
       
Fair Value Measurements at
March 31, 2011 Using
 
   
Fair Value
March 31
2011
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Available-for-sale securities:
                       
U.S. Treasury and government agencies
  $ 29,224     $ 0     $ 29,224     $ 0  
State and political subdivisions
    53,292       0       53,292       0  
U.S. government sponsored agency mortgage-backed securities
    307,088       0       307,088       0  
Marketable equity securities
    20,726       0       20,515       211  
Mortgage servicing rights
    3,251       0       0       3,251  
Total recurring assets measured at fair value
  $ 413,581     $ 0     $ 410,119     $ 3,462  

 (in thousands)
       
Fair Value Measurements at
December 31, 2010 Using
 
   
Fair Value
December 31
2010
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Available-for-sale securities:
                       
U.S. Treasury and government agencies
  $ 29,254     $ 0     $ 29,254     $ 0  
State and political subdivisions
    51,865       0       51,865       0  
U.S. government sponsored agency mortgage-backed securities
    237,243       0       237,243       0  
Marketable equity securities
    20,313       0       20,102       211  
Mortgage servicing rights
    3,161       0       0       3,161  
Total recurring assets measured at fair value
  $ 341,836     $ 0     $ 338,464     $ 3,372  

U.S. Treasury and government agencies, State and political subdivisions, U.S. government sponsored agencies, Marketable equity securities – Level 2 Inputs.  For these securities, CTBI obtains fair value measurements from an independent pricing service, which utilizes pricing models to determine fair value measurements. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Marketable equity securities – Level 3 Inputs.  The securities owned by CTBI that were measured using Level 3 criteria are auction rate securities issued by FNMA.  These securities were valued using an independent third party.  For these securities, the valuation methods used were (1) a discounted cash flow model valuation, where the expected cash flows of the securities are discounted to the present using a yield that incorporates compensation for illiquidity and (2) a market comparables method, where the securities are valued based on indications, from the secondary market, of what discounts buyers demand when purchasing similar securities.  Using these methods, the auction rate securities are classified as Level 3.

Mortgage Servicing Rights – Level 3 Inputs.  CTBI records MSRs at fair value on a recurring basis with subsequent remeasurement of MSRs based on change in fair value.  In determining fair value, CTBI utilizes the expertise of an independent third party.  An estimate of the fair value of CTBI’s MSRs is determined by the independent third party utilizing discounted cash flow models and assumptions about mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand.  All of CTBI’s MSRs are classified as Level 3.

Following is a reconciliation of the beginning and ending balances of recurring fair value measurements using significant unobservable (Level 3) inputs:

   
Three Months Ended
 
   
March 31
 
Marketable Equity Securities (in thousands)
 
2011
   
2010
 
Beginning balance
  $ 211     $ 211  
Total realized and unrealized gains and losses
               
Included in net income
    0       0  
Transfers from Level 3 to Level 2
    0       0  
Purchases
    0       0  
Issuances
    0       0  
Settlements
    0       0  
Ending balance
  $ 211     $ 211  

   
Three Months Ended
 
   
March 31
 
Mortgage Servicing Rights (in thousands)
 
2011
   
2010
 
Beginning balance
  $ 3,161     $ 3,406  
Total realized and unrealized gains and losses
               
Included in net income
    144       (15 )
Transfers from Level 3 to Level 2
    0       0  
Purchases
    0       0  
Issuances
    136       163  
Settlements
    (190 )     (112 )
Ending balance
  $ 3,251     $ 3,442  

Assets Measured on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis as of March 31, 2011 and December 31, 2010 are summarized below:

(in thousands)
   
Fair Value Measurements at
March 31, 2011 Using
 
   
Fair Value
March 31
2011
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Impaired loans
  $ 9,418     $ 0     $ 0     $ 9,418  
Other real estate/assets owned
    1,404       0       0       1,404  
 
(in thousands)
   
Fair Value Measurements at
December 31, 2010 Using
 
   
Fair Value
December 31
2010
   
Quoted Prices in Active Markets for Identical Assets
(Level 1)
   
Other Observable Inputs
(Level 2)
   
Significant Unobservable Inputs
(Level 3)
 
Impaired loans
  $ 16,589     $ 0     $ 0     $ 16,589  
Other real estate/assets owned
    4,579       0       0       4,579  
 
Impaired Loans – Level 3 Inputs.  Loans considered impaired under ASC 310-35, Impairment of a Loan, are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement.  Impaired loans are subject to nonrecurring fair value adjustments to reflect subsequent (1) partial write-downs that are based on the observable market price or current appraised value of the collateral or (2) the full charge-off of the loan carrying value. Quarter-to-date fair value adjustments on impaired loans were $1.3 million for March 31, 2011 compared to $3.0 million for December 31, 2010, and $3.4 million for March 31, 2010.

Other real estate/assets owned – Level 3 Inputs.  In accordance with the provisions of ASC 360, Property, Plant, and Equipment, long-lived assets held for sale with a carrying amount of $1.4 million were written down to their fair value during the year.  Long-lived assets are subject to nonrecurring fair value adjustments to reflect subsequent partial write-downs that are based on the observable market price or current appraised value of the collateral less costs to sell.  Quarter-to-date fair value adjustments on other real estate/assets owned were $0.4 million as of March 31, 2011 compared to $0.2 million as of December 31, 2010 and $0.3 million as of March 31, 2010.

The following table presents the carrying amounts and estimated fair values of financial instruments at March 31, 2011 and December 31, 2010:

 
(in thousands)
March 31, 2011
December 31, 2010
 
Carrying Amount
Estimated Fair Value
Carrying Amount
Estimated Fair Value
Financial assets:
       
Cash and cash equivalents
$204,947
$204,947
$158,983
$158,983
Certificates of deposits in other banks
10,789
10,803
14,762
14,775
Securities available-for-sale
410,330
410,330
338,675
338,675
Securities held-to-maturity
1,662
1,664
1,662
1,662
Loans, net (including impaired loans)
2,550,896
2,553,651
2,570,375
2,582,596
Loans held for sale
952
972
455
462
Federal Home Loan Bank stock
25,673
25,673
25,673
25,673
Federal Reserve Bank stock
4,468
4,468
4,434
4,434
Accrued interest receivable
12,627
12,627
12,574
12,574
Capitalized mortgage servicing rights
3,251
3,251
3,161
3,161
         
Financial liabilities:
       
Deposits
$2,792,235
$2,792,477
$2,706,117
$2,690,960
Repurchase agreements
194,472
193,499
188,275
186,989
Federal funds purchased
14,585
14,585
9,680
9,680
Advances from Federal Home Loan Bank
21,759
21,765
21,238
21,213
Long-term debt
61,341
30,926
61,341
30,894
Accrued interest payable
3,326
3,326
2,848
2,848
         
Unrecognized financial instruments:
       
Letters of credit
$0
$0
$0
$0
Commitments to extend credit
0
0
0
0

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents – The carrying amount approximates fair value.

Certificates of deposit in other banks – Fair values are based on quoted market prices or dealer quotes.

Securities – Fair values are based on quoted market prices, if available.  If a quoted price is not available, fair value is estimated using quoted prices for similar securities.
 
Loans (net of the allowance for loan and lease losses and including impaired loans) – The fair value of fixed rate loans and variable rate mortgage loans is estimated by discounting the future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  For other variable rate loans, the carrying amount approximates fair value.

Loans held for sale – The fair value is predetermined at origination based on sale price.

Federal Reserve Bank stock – The carrying value of Federal Reserve Bank stock approximates fair value based on the redemption provisions of the Federal Reserve Bank.
 
Federal Home Loan Bank stock – The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank.

Accrued interest receivable – The carrying amount approximates fair value.
 
Deposits – The fair value of fixed maturity time deposits is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.  For deposits including demand deposits, savings accounts, NOW accounts, and certain money market accounts, the carrying value approximates fair value.

Repurchase agreements – The fair value is estimated by discounting future cash flows using current rates.

Federal funds purchased – The carrying amount approximates fair value.
 
Advances from Federal Home Loan Bank – The fair value of these fixed-maturity advances is estimated by discounting future cash flows using rates currently offered for advances of similar remaining maturities.

Long-term debt – The fair value is estimated by discounting future cash flows using current rates.

Accrued interest payable – The carrying amount approximates fair value.
 
Other financial instruments – The estimated fair value for other financial instruments and off-balance sheet loan commitments approximates cost at March 31, 2011 and December 31, 2010.  Off-balance sheet loan commitments at March 31, 2011 and December 31, 2010 were $454.6 million and $431.5 million, respectively.
 
Letters of credit – The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.  The fair value of such letters of credit is not material.
 
Commitments to extend credit – The fair value of commitments to extend credit is based upon the difference between the interest rate at which we are committed to make the loans and the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, adjusted for the estimated volume of loan commitments actually expected to close.  The fair value of such commitments is not material.


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

Overview
 
Community Trust Bancorp, Inc. (“CTBI”) is a bank holding company headquartered in Pikeville, Kentucky.  At March 31, 2011, CTBI owned one commercial bank and one trust company.  Through its subsidiaries, CTBI has eighty banking locations in eastern, northeastern, central, and south central Kentucky, southern West Virginia, and northeastern Tennessee, and five trust offices across Kentucky.  At March 31, 2011, CTBI had total consolidated assets of $3.5 billion and total consolidated deposits, including repurchase agreements, of $3.0 billion, making it the largest bank holding company headquartered in the Commonwealth of Kentucky.  Total shareholders’ equity at March 31, 2011 was $344.5 million.

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 our 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.
 
See note 1 to the condensed consolidated financial statements for further information regarding our accounting policies.  We have identified the following critical accounting policies:
 
Use of Estimates – In preparing the consolidated financial statements, management must make certain estimates and assumptions.  These estimates and assumptions affect the amounts reported for assets, liabilities, revenues, and expenses, as well as affecting the disclosures provided.  Future results could differ from the current estimates.  Such estimates include, but are not limited to, the allowance for loan and lease losses, valuation of other real estate owned, fair value of securities and mortgage servicing rights, and goodwill (the excess of cost over net assets acquired).
 
The current protracted economic decline continues to present financial institutions with circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair values of investments and other assets, constraints on liquidity and capital, and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans.

The accompanying financial statements have been prepared using values and information currently available to CTBI.
 
Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses, and capital.
 
Cash and Cash Equivalents – CTBI considers all liquid investments with original maturities of three months or less to be cash equivalents.  Cash and cash equivalents include cash on hand, amounts due from banks, interest bearing deposits in other financial institutions, and federal funds sold.  Generally, federal funds are sold for one-day periods.

Certificates of Deposit in Other Banks – Certificates of deposit in other banks generally mature within 18 months and are carried at cost.
 
Investments  Management determines the classification of securities at purchase.  We classify securities into held-to-maturity, trading, or available-for-sale categories.  Held-to-maturity securities are those which we have the positive intent and ability to hold to maturity and are reported at amortized cost.  In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Investment Securities, investments in debt securities that are not classified as held-to-maturity and equity securities that have readily determinable fair values shall be classified in one of the following categories and measured at fair value in the statement of financial position:
 
a. Trading securities. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time) shall be classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used with the objective of generating profits on short-term differences in price.
 
b. Available-for-sale securities. Investments not classified as trading securities (nor as held-to-maturity securities) shall be classified as available-for-sale securities.
 
We do not have any securities that are classified as trading securities.  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 other than temporary, the carrying value of the securities is written down to fair value as a realized loss with a charge to income for the portion attributable to credit losses and a charge to other comprehensive income for the portion that is not credit related.
 
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.
 
When the fair value of a security is below its amortized cost, and depending on the length of time the condition exists and the extent the fair market value is below amortized cost, additional analysis is performed to determine whether an other than temporary impairment condition exists.  Available-for-sale and held-to-maturity securities are analyzed quarterly for possible other than temporary impairment.  The analysis considers (i) whether we have the intent to sell our securities prior to recovery and/or maturity and (ii) whether it is more likely than not that we will not have to sell our securities prior to recovery and/or maturity.  Often, the information available to conduct these assessments is limited and rapidly changing, making estimates of fair value subject to judgment.  If actual information or conditions are different than estimated, the extent of the impairment of the security may be different than previously estimated, which could have a material effect on the CTBI’s results of operations and financial condition.

Available-for-Sale Securities – Available-for-sale securities are valued using the following valuation techniques:
 
U.S. Treasury and government agencies, State and political subdivision, U.S. government sponsored agencies, Marketable equity securities – Level 2 Inputs.  For these securities, CTBI obtains fair value measurements from an independent pricing service, which utilizes pricing models to determine fair value measurements. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things.

Marketable equity securities – Level 3 Inputs.  The securities owned by CTBI that were measured using Level 3 criteria are auction rate securities issued by FNMA.  These securities were valued using an independent third party.  For these securities, the valuation methods used were (1) a discounted cash flow model valuation, where the expected cash flows of the securities are discounted to the present using a yield that incorporates compensation for illiquidity and (2) a market comparables method, where the securities are valued based on indications, from the secondary market, of what discounts buyers demand when purchasing similar securities.  Using these methods, the auction rate securities are classified as Level 3.
 
Loans  Loans with the ability and the intent to be held until maturity and/or payoff are reported at the carrying value of unpaid principal reduced by unearned interest, an allowance for loan and lease losses, and unamortized deferred fees or costs.  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 remain current for a period of time, generally six months, and future payments appear reasonably certain.  Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired.  A restructuring of a debt constitutes a troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.
 
Loan origination and commitment fees and certain direct loan origination costs are deferred and the net amount amortized over the estimated life of the related loans, leases, or commitments as a yield adjustment.
 
Allowance for Loan and Lease Losses  We maintain an allowance for loan and lease losses (“ALLL”) at a level that is appropriate to cover estimated credit losses on individually evaluated loans determined to be impaired, as well as estimated credit losses inherent in the remainder of the loan and lease portfolio.  Since arriving at an appropriate ALLL involves a high degree of management judgment, we use an ongoing quarterly analysis to develop a range of estimated losses.  In accordance with accounting principles generally accepted in the United States, we use our best estimate within the range of potential credit loss to determine the appropriate ALLL.  Credit losses are charged and recoveries are credited to the ALLL.
 
We utilize an internal risk grading system for commercial credits.  Those larger commercial credits that exhibit probable or observed credit weaknesses are subject to individual review.  The borrower’s cash flow, adequacy of collateral coverage, and other options available to CTBI, including legal remedies, are evaluated.  The review of individual loans includes those loans that are impaired as defined by ASC 310-35, Impairment of a Loan.  We evaluate the collectability of both principal and interest when assessing the need for loss provision.  Historical loss rates are analyzed and applied to other commercial loans not subject to specific allocations.  The ALLL allocation for this pool of commercial loans is established based on the historical average, maximum, minimum, and median loss ratios.
 
A loan is considered impaired when, based on current information and events, it is probable that CTBI will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.  Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
 
Homogenous loans, such as consumer installment, residential mortgages, and home equity lines are not individually risk graded.  The associated ALLL for these loans is measured under ASC 450, Contingencies.
 
Historical loss rates for commercial and retail loans are adjusted for significant factors that, in management’s judgment, reflect the impact of any current conditions on loss recognition.  We generally review the historical loss rates over eight quarters and four quarters on a rolling average basis.  Factors that we consider include delinquency trends, current economic conditions and trends, strength of supervision and administration of the loan portfolio, levels of underperforming loans, level of recoveries to prior year’s charge offs, trend in loan losses, industry concentrations and their relative strengths, amount of unsecured loans and underwriting exceptions.  Based upon management’s judgment, “best case,” “worst case,” and “most likely” scenarios are determined.  The total of each of these weighted factors is then applied against the applicable portion of the portfolio and the ALLL is adjusted accordingly.
 
Loans Held for Sale – 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.
 
Premises and Equipment – Premises and equipment are stated at cost less accumulated depreciation and amortization.  Capital leases are included in premises and equipment at the capitalized amount less accumulated amortization.  Premises and equipment are evaluated for impairment on a quarterly basis.
 
Depreciation and amortization are computed primarily using the straight-line method.  Estimated useful lives range up to 40 years for buildings, 2 to 10 years for furniture, fixtures, and equipment, and up to the lease term for leasehold improvements.  Capitalized leased assets are amortized on a straight-line basis over the lives of the respective leases.
 
Other Real Estate – Real estate acquired by foreclosure is carried at the lower of the investment in the property or its fair value less estimated cost to sell.  Periodically, but not less frequently than bi-annually, an updated appraisal is obtained for each property owned and any decline in the fair value is recognized by a charge to income.  All revenues and expenses related to the carrying of other real estate owned are recognized by a charge to income.
 
Goodwill and Core Deposit Intangible  We evaluate total goodwill and core deposit intangible for impairment, based upon ASC 350, Intangibles-Goodwill and Other, using fair value techniques including multiples of price/equity.  Goodwill and core deposit intangible are evaluated for impairment on an annual basis or as other events may warrant.

The activity to goodwill and core deposit intangible for the first quarter 2011 is shown below.

(in thousands)
 
Goodwill
   
Core Deposit Intangible
 
Beginning balance, January 1
  $ 65,499     $ 1,342  
Amortization
    0       (66 )
Acquisition adjustments
    (9 )     0  
Ending balance, March 31
  $ 65,490     $ 1,276  

Amortization of core deposit intangible is estimated at approximately $0.2 million annually for years one through seven.
 
Transfers of Financial Assets -- Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered.  Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from CTBI—put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) CTBI does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
 
Income Taxes – Income tax expense is based on the taxes due on the consolidated tax return plus deferred taxes based on the expected future tax benefits and consequences of temporary differences between carrying amounts and tax bases of assets and liabilities, using enacted tax rates.
 
Earnings Per Share (“EPS”) – Basic EPS is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding, excluding restricted shares.
 
Diluted EPS adjusts the number of weighted average shares of common stock outstanding by the dilutive effect of stock options, including restricted shares, as prescribed in ASC 718, Share-Based Payment.
 
Segments – Management analyzes the operation of CTBI assuming one operating segment, community banking services.  CTBI, through its operating subsidiaries, offers a wide range of consumer and commercial community banking services.  These services include: (i) residential and commercial real estate loans; (ii) checking accounts; (iii) regular and term savings accounts and savings certificates; (iv) full service securities brokerage services; (v) consumer loans; (vi) debit cards; (vii) annuity and life insurance products; (viii) Individual Retirement Accounts and Keogh plans; (ix) commercial loans; (x) trust services; and (xi) commercial demand deposit accounts.
 
Bank Owned Life Insurance – CTBI’s bank owned life insurance policies are carried at their cash surrender value.  We recognize tax-free income from the periodic increases in cash surrender value of these policies and from death benefits.
 
Mortgage Servicing Rights – Mortgage servicing rights (“MSRs”) are carried at fair market value with the implementation of ASC 860-50, Servicing Assets and Liabilities, in January 2007.  MSRs are valued using Level 3 inputs as defined in ASC 820, Fair Value Measurements.  The fair value is determined quarterly based on an independent third-party valuation using a discounted cash flow analysis and calculated using a computer pricing model.  The computer valuation is based on key economic assumptions including the prepayment speeds of the underlying loans, the weighted-average life of the loan, the discount rate, the weighted-average coupon, and the weighted-average default rate, as applicable.  Along with the gains received from the sale of loans, fees are received for servicing loans.  These fees include late fees, which are recorded in interest income, and ancillary fees and monthly servicing fees, which are recorded in noninterest income.  Costs of servicing loans are charged to expense as incurred.  Changes in fair market value of the MSRs are reported in mortgage banking income.
 
Share-Based Compensation – At March 31, 2011 and December 31, 2010, CTBI had a share-based employee compensation plan, which is described more fully in note 15 to the consolidated financial statements for the year ended December 31, 2010 included in CTBI’s Annual Report on Form 10-K.  CTBI accounts for this plan under the recognition and measurement principles of ASC 718, Share-Based Payment.
 
Comprehensive Income – Comprehensive income consists of net income and other comprehensive income, net of applicable income taxes.  Other comprehensive income includes unrealized appreciation (depreciation) on available-for-sale securities and unrealized appreciation (depreciation) on available-for-sale securities for which a portion of an other than temporary impairment has been recognized in income.
 
Reclassifications – Certain reclassifications considered to be immaterial have been made in the prior year condensed consolidated financial statements to conform to current year classifications.  These reclassifications had no effect on net income.

Dividends

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

Pay Date
Record Date
Amount Per Share
April 1, 2011
March 15, 2011
$0.305
January 1, 2011
December 15, 2010
$0.305
October 1, 2010
September 15, 2010
$0.305
July 1, 2010
June 15, 2010
$0.30
April 1, 2010
March 15, 2010
$0.30
January 1, 2010
December 15, 2009
$0.30

Statement of Income Review
 
CTBI reported a 37.0% increase in earnings to $9.3 million, or $0.61 per basic share, compared to $6.8 million, or $0.45 per basic share, earned during the first quarter of 2010.  Earnings increased 0.7% from the $9.2 million, or $0.61 per basic share, earned during the quarter ended December 31, 2010.

Earnings Summary
                 
(in thousands except per share data)
    1Q 2011       4Q 2010       1Q 2010  
Net income
  $ 9,304     $ 9,240     $ 6,791  
Earnings per share
  $ 0.61     $ 0.61     $ 0.45  
Earnings per share—diluted
  $ 0.61     $ 0.60     $ 0.45  
                         
Return on average assets
    1.11 %     1.11 %     0.88 %
Return on average equity
    10.96 %     10.71 %     8.47 %
Efficiency ratio
    60.78 %     58.50 %     59.45 %
Tangible common equity
    8.19 %     8.26 %     8.36 %
                         
Dividends declared per share
  $ 0.305     $ 0.305     $ 0.30  
Book value per share
  $ 22.38     $ 22.08     $ 21.26  
                         
Weighted average shares
    15,294       15,265       15,202  
Weighted average shares—diluted
    15,324       15,294       15,235  

First Quarter 2011 Highlights

v  
CTBI's basic earnings per share increased $0.16 per share from first quarter 2010 and remained flat to fourth quarter 2010.  Earnings for the first quarter 2011 were positively impacted by increased net interest income compared to both prior year first quarter and prior quarter.  Provision for loan loss increased from prior quarter but decreased from prior year first quarter, partially offset by increased noninterest expense.

v  
CTBI’s net interest margin increased from 4.20% for the quarter ended March 31, 2010 and 4.15% for the quarter ended December 31, 2010, to 4.27% for the quarter ended March 31, 2011 as deposit expense decreased.

v  
Nonperforming loans at $57.4 million increased from the $54.9 million at March 31, 2010 but decreased from the $62.0 million at December 31, 2010.  The decrease from prior quarter was in the nonaccrual classification.  Nonperforming assets at $105.2 million increased $11.2 million from prior year first quarter and $0.1 million from prior quarter.

v  
The loan loss provision for the quarter increased $0.4 million from prior quarter but decreased $1.3 million from prior year same quarter.
 
 
v  
Net loan charge-offs for the quarter ended March 31, 2011 of $4.0 million, or 0.63% of average loans annualized, was an increase from the $3.5 million, or 0.58%, experienced for the first quarter 2010 and from prior quarter’s $3.4 million, or 0.54%.

v  
Our loan loss reserve as a percentage of total loans outstanding at March 31, 2011 was 1.36% compared to 1.34% at December 31, 2010 and 1.44% at March 31, 2010.  The allowance-to-legacy loan ratio, which excludes loans acquired from First National Bank of LaFollette (“LaFollette”), was 1.42%, 1.40%, and 1.44%, respectively, at March 31, 2011, December 31, 2010, and March 31, 2010.
 
 
v  
Noninterest income increased for the quarter ended March 31, 2011 compared to same period 2010 but decreased from prior quarter.  The increase from prior year was primarily attributable to increased deposit service charges and trust revenue, while the decrease from prior quarter was primarily impacted by the variance in the fair value adjustments of our mortgage servicing rights as well as a decrease in deposit service charges offset by increased trust revenue and gains on sales of loans.

v  
Our loan portfolio increased $157.1 million from prior year, including $118.6 million from the LaFollette acquisition, but decreased $19.1 million from prior quarter.
 
 
v  
Our investment portfolio increased $90.7 million from prior year, including the $29.8 million increase from the LaFollette acquisition, and $71.7 million during the quarter.

v  
Deposits, including repurchase agreements, increased $269.6 million from prior year, including $164.5 million from LaFollette, and $92.3 million from prior quarter.

v  
Our tangible common equity/tangible assets ratio remains strong at 8.19%.
 
CTBI had basic weighted average shares outstanding of 15.3 million for the three months ended March 31, 2011 compared to 15.2 million for the three months ended March 31, 2010.  The following table sets forth on an annualized basis the return on average assets and return on average shareholders’ equity for the three months ended March 31, 2011 and 2010:

   
Three Months Ended
 
   
March 31
 
   
2011
   
2010
 
Return on average shareholders' equity
    10.96 %     8.47 %
Return on average assets
    1.11 %     0.88 %

Net Interest Income
 
CTBI saw improvement in its net interest margin of 7 basis points from prior year first quarter and 12 basis points from fourth quarter 2010.  Net interest income for the quarter increased 11.0% from prior year first quarter and 4.2% from prior quarter with average earning assets increasing 9.1% and 3.5%, respectively, for the same periods.  The yield on average earning assets decreased 28 basis points from prior year first quarter but improved 2 basis points from prior quarter.  The cost of interest bearing funds decreased 44 basis points and 14 basis points, respectively, for the same periods.  The quarterly decrease was primarily the result of the repricing of our CD products.

The following table summarizes the annualized net interest spread and net interest margin for the three months ended March 31, 2011 and 2010.

   
Three Months Ended
 
   
March 31
 
   
2011
   
2010
 
Yield on interest earning assets
    5.21 %     5.49 %
Cost of interest bearing funds
    1.19 %     1.63 %
Net interest spread
    4.02 %     3.86 %
                 
Net interest margin
    4.27 %     4.20 %

Provision for Loan Losses

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

   
Three Months Ended
 
   
March 31
 
(in thousands)
 
2011
   
2010
 
Allowance balance at January 1
  $ 34,805     $ 32,643  
Additions to allowance charged against operations
    4,387       5,722  
Recoveries credited to allowance
    622       825  
Losses charged against allowance
    (4,662 )     (4,316 )
Allowance balance at March 31
  $ 35,152     $ 34,874  
                 
Allowance for loan losses to period-end loans
    1.36 %     1.44 %
Average loans, net of unearned income
  $ 2,594,746     $ 2,437,105  
Provision for loan losses to average loans, annualized
    0.69 %     0.95 %
Loan charge-offs net of recoveries, to average loans, annualized
    0.63 %     0.58 %

           Net loan charge-offs for the quarter were $4.0 million, or 0.63% of average loans annualized, an increase from prior year first quarter's $3.5 million or 0.58% and prior quarter’s $3.4 million or 0.54%.  Of the total net charge-offs for the quarter, $2.8 million was in commercial loans, $0.7 million was in indirect auto loans, and $0.4 million was in residential real estate mortgage loans.  Allocations to loan loss reserves were $4.4 million for the quarter ended March 31, 2011 compared to $5.7 million for the quarter ended March 31, 2010 and $4.0 million for the quarter ended December 31, 2010.  Our loan loss reserve as a percentage of total loans outstanding at March 31, 2011 was 1.36% compared to 1.44% at March 31, 2010 and 1.34% at December 31, 2010.  Generally accepted accounting principles require that expected credit losses associated with loans obtained in an acquisition be reflected in the estimation of loan fair value as of the acquisition date and prohibits any carryover of an allowance for credit losses.  Excluding amounts related to loans obtained in the fourth quarter 2010 acquisition of LaFollette, the allowance-to-legacy loan ratio was 1.42%, 1.44%, and 1.40%, respectively, at March 31, 2011, March 31, 2010, and December 31, 2010.

Noninterest Income
 
Noninterest income for the quarter ended March 31, 2011 increased 10.2% from prior year first quarter but decreased 2.8% from prior quarter.  The increase from prior year was primarily attributable to increased deposit service charges and trust revenue, while the decrease from prior quarter was primarily impacted by the variance in the fair value adjustments of our mortgage servicing rights as well as a decrease in deposit service charges offset by increased trust revenue and gains on sales of loans.  Deposit service charges annualized as a percent of average deposits remained relatively flat at 0.9% for all three periods.

Noninterest Expense
 
Noninterest expense for the quarter increased 13.3% from prior year first quarter and 6.4% from prior quarter.  Noninterest expense was impacted by $0.5 million as a result of expected losses in investments in limited partnerships that were offset by tax credits during the quarter, as well as increases in legal and professional fees and repossession expense.

 Balance Sheet Review
 
CTBI’s total assets at $3.5 billion increased $290.2 million, or 9.2%, from the first quarter 2010 and $103.4 million, or an annualized 12.5%, during the quarter.  The increase from prior year includes $183.6 million from the acquisition of LaFollette.  Loans outstanding at March 31, 2011 were $2.6 billion, increasing $157.1 million, or 6.5%, year over year, including a $118.6 million increase resulting from the acquisition of LaFollette, but decreasing $19.1 million, or an annualized 3.0%, during the quarter.  CTBI's investment portfolio increased $90.7 million, or 28.2%, from prior year first quarter, including the $29.8 million increase from LaFollette, and $71.7 million, or an annualized 85.4%, during the quarter.  Deposits, including repurchase agreements, at $3.0 billion increased $269.6 million, or 9.9%, from March 31, 2010, including $164.5 million from the acquisition of LaFollette, and $92.3 million, or an annualized 12.9%, from prior quarter.
 
Shareholders’ equity at March 31, 2011 was $344.5 million compared to $324.9 million at March 31, 2010 and $338.6 million at December 31, 2010.  CTBI's annualized dividend yield to shareholders as of March 31, 2011 was 4.41%.
 
Loans
 
Loan growth during the quarter of $5.8 million in the residential loan portfolio was offset by declines in the commercial and consumer loan portfolios of $11.7 million and $13.2 million, respectively.

The following tables summarize CTBI’s nonperforming loans as of March 31, 2011 and December 31, 2010.

(in thousands)
 
Nonaccrual 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
 
March 31, 2011
                             
Commercial construction
  $ 10,372       7.75 %   $ 2,022       1.51 %   $ 133,780  
Commercial secured by real estate
    13,878       1.75 %     12,374       1.56 %     791,833  
Equipment lease financing
    0       0.00 %     0       0.00 %     12,359  
Commercial other
    7,641       1.93 %     769       0.19 %     395,334  
Real estate construction
    949       1.90 %     116       0.23 %     50,046  
Real estate mortgage
    6,015       0.94 %     2,595       0.41 %     637,839  
Home equity
    147       0.18 %     214       0.26 %     83,767  
Consumer direct
    0       0.00 %     47       0.04 %     121,685  
Consumer indirect
    0       0.00 %     250       0.07 %     359,405  
Total
  $ 39,002       1.51 %   $ 18,387       0.71 %   $ 2,586,048  

(in thousands)
 
Nonaccrual 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, 2010
                             
Commercial construction
  $ 13,138       9.73 %   $ 1,178       0.87 %   $ 135,091  
Commercial secured by real estate
    15,608       1.93 %     9,641       1.19 %     807,049  
Equipment lease financing
    0       0.00 %     0       0.00 %     14,151  
Commercial other
    9,338       2.40 %     1,692       0.44 %     388,746  
Real estate construction
    636       1.12 %     372       0.65 %     56,910  
Real estate mortgage
    6,137       0.98 %     3,337       0.53 %     623,851  
Home equity
    164       0.19 %     226       0.27 %     85,103  
Consumer direct
    0       0.00 %     70       0.06 %     126,046  
Consumer indirect
    0       0.00 %     498       0.14 %     368,233  
Total
  $ 45,021       1.73 %   $ 17,014       0.65 %   $ 2,605,180  
 
CTBI's total nonperforming loans were $57.4 million at March 31, 2011, an increase from the $54.9 million at March 31, 2010 but a decrease from the $62.0 million at December 31, 2010.  The decrease for the quarter in nonperforming loans included a $6.0 million decline in nonaccrual loans as certain problem credits moved into other real estate owned.  The decrease in nonaccrual loans was partially offset by an increase in 90 days or more past due of $1.4 million which primarily consists of commercial credits which are well collateralized and in process of collection.  Loans 30-89 days past due at $30.6 million is a decline of $5.6 million from prior year first quarter but an increase of $2.2 million from prior quarter.  Our loan portfolio management processes focus on the immediate identification, management, and resolution of problem loans to maximize recovery and minimize loss.
 
Impaired loans, loans not expected to meet contractual principal and interest payments, at March 31, 2011 totaled $64.3 million, a slight increase from the $63.3 million at December 31, 2010.  Included in certain loan categories of impaired loans are troubled debt restructurings that were classified as impaired.  At March 31, 2011, CTBI had $5.7 million in commercial loans secured by real estate, $6.3 million in commercial real estate construction loans, $4.6 million in commercial other loans, and $0.2 million in residential real estate and consumer loans that were modified in troubled debt restructurings and impaired.  Included in these amounts are troubled debt restructurings that were performing in accordance with their modified terms of $4.3 million in commercial loans secured by real estate, $5.0 million in commercial real estate construction loans, $4.1 million in commercial other loans, and $0.2 million in residential real estate and consumer loans.  Management evaluates all impaired loans for impairment and provides specific reserves when necessary.
 
Our level of foreclosed properties increased to $47.7 million for the first quarter 2011 compared to $38.6 million at March 31, 2010 and $42.9 million at December 31, 2010 as loans continue to migrate through the legal process.  Sales of foreclosed properties for the quarter ended March 31, 2011 totaled $1.2 million while new foreclosed properties totaled $6.3 million.  Appraisals are obtained and foreclosed properties are booked at the current market value less expected sales expense.  Our nonperforming loans and foreclosed properties remain primarily concentrated in our Central Kentucky Region.  Management anticipates that our foreclosed properties will remain elevated as we work through current market conditions.

(in thousands)
 
March 31
2011
   
December 31
2010
 
1-4 family
  $ 20,455     $ 18,792  
Agricultural/farmland
    0       58  
Construction/land development/other
    12,663       10,207  
Multifamily
    4,594       4,594  
Non-farm/non-residential
    9,955       9,284  
Total other real estate owned
  $ 47,667     $ 42,935  

Allowance for Loan Losses
 
The allowance for loan and lease 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
 
CTBI uses its securities held-to-maturity for production of income and to manage cash flow needs through expected maturities.  CTBI uses its securities available-for-sale for income and balance sheet liquidity management.  Securities available-for-sale reported at fair value increased from $338.7 million as of December 31, 2010 to $410.3 million at March 31, 2011.  The excess of market over cost increased from $6.0 million at December 31, 2010 to $7.0 million at March 31, 2011.  Securities held-to-maturity remained at $1.7 million from December 31, 2010 to March 31, 2011.  Total securities as a percentage of total assets were 10.1% as of December 31, 2010 and 11.9% as of March 31, 2011.

Liquidity and Capital Resources
 
CTBI’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, CTBI’s objectives ensure that funding is available for CTBI to meet ongoing cash needs while maximizing profitability.  CTBI 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 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 and its repurchase agreements 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, arrangements have been made with correspondent banks for the purchase of federal funds on an unsecured basis, up to $20 million, if necessary, to meet CTBI’s liquidity needs.
 
CTBI owns securities with an estimated fair value of $410.3 million that are designated as available-for-sale and available to meet liquidity needs on a continuing basis.  In addition, CTBI has $10.8 million in other investments consisting of certificates of deposits in other banks.  All investments in other banks are made at or below the FDIC insured maximum of $250 thousand.  CTBI also has available Federal Home Loan Bank advances for both liquidity and management of its asset/liability position.  FHLB advances increased slightly from $21.2 million at December 31, 2010 to $21.8 million at March 31, 2011.  FHLB additional borrowing capacity at March 31, 2011 was $266.6 million.  Long-term debt remained at $61.3 million from December 31, 2010 to March 31, 2011.  The parent company has a $12 million line of credit, all of which is currently available for general corporate purposes.  At March 31, 2011, federal funds sold were $99.4 million compared to $26.3 million at December 31, 2010.  Additionally, management projects cash flows from CTBI’s investment portfolio to generate additional liquidity over the next 90 days.
 
CTBI 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.  CTBI’s primary investing activities include purchases of securities and loan originations.
 
The investment portfolio consists of investment grade short-term issues suitable for bank investments.  The majority of the investment portfolio is in U.S. government and government sponsored agency issuances.  The average life of the portfolio is 3.79 years. At the end of the first quarter 2011, available-for-sale (“AFS”) securities comprised approximately 99.6% of the total investment portfolio, and the AFS portfolio was approximately 119.0% of equity capital. Eighty-three percent of the pledge eligible portfolio was pledged.
 
CTBI’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 and in May 2005.  CTBI did not repurchase any shares of its common stock during the first three months of 2011.  There are currently 288,519 shares remaining under CTBI’s current repurchase authorization.  As of March 31, 2011, a total of 2,211,481 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.  CTBI monitors its interest rate risk by use of the static gap model and dynamic gap model at the one-year interval.  CTBI 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.  CTBI desires an interest sensitivity gap of not more than fifteen percent of total assets at the one-year interval.
 
CTBI’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 CTBI’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 2011, approximately $11.7 million plus any remaining 2011 net profits can be paid by CTBI’s banking subsidiary without prior regulatory approval.
 
The primary source of capital for CTBI is the retention of earnings.  CTBI paid cash dividends of $0.305 per share during the first three months of 2011.  Basic earnings per share for the same period were $0.61.  CTBI retained 50% of earnings for the first three months of 2011.
 
Under guidelines issued by banking regulators, CTBI 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” CTBI 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.  CTBI must also maintain a minimum Tier 1 leverage ratio of 4%.  The well-capitalized ratio for Tier 1 leverage is 5%.  CTBI’s Tier 1 leverage, Tier 1 risk-based, and total risk-based ratios were 9.97%, 13.10%, and 14.35%, respectively, as of March 31, 2011, all exceeding the threshold for meeting the definition of well-capitalized.
 
As of March 31, 2011, management is not aware of any conditions or 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 CTBI’s liquidity, capital resources, or operations, except as provided for in the Dodd-Frank Act which is discussed in the Supervision and Regulation section of Item 1. Business included in CTBI’s Annual Report on Form 10-K for the year ended December 31, 2010.

Impact of Inflation and Changing Prices
 
The majority of CTBI’s assets and liabilities are monetary in nature. Therefore, CTBI 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 CTBI’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.  CTBI’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, 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, changes in laws and regulations, competition, and 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 CTBI of a Federal Financial Institutions Examination Council (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 CTBI’s results.  These statements are representative only on the date hereof, and CTBI 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.  CTBI 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 CTBI would increase by 0.34 percent over one year and would decrease by 0.41 percent over two years.  A 25 basis point decrease in the yield curve would decrease net interest income by an estimated 0.03 percent over one year and by 0.04 percent over two years.  For further discussion of CTBI’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, 2010.


Item  4.  Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

CTBI’s management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.  As of the end of the period covered by this report, an evaluation was carried out by CTBI’s management, with the participation of our Chief Executive Officer and the Executive Vice President/Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, management concluded that disclosure controls and procedures as of March 31, 2011 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.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There were no changes in CTBI’s internal control over financial reporting that occurred during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, CTBI’s internal control over financial reporting.


PART II - OTHER INFORMATION

Item 1.
Legal Proceedings
None
     
Item 1A.
Risk Factors
None
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
None
     
Item 3.
Defaults Upon Senior Securities
None
     
Item 4.
Reserved
None
     
Item 5.
Other Information:
 
 
CTBI’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, CTBI has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  COMMUNITY TRUST BANCORP, INC.  
       
Date:  May 9, 2011
By:
/s/ Jean R. Hale  
    Jean R. Hale  
    Chairman, President and Chief Executive Officer  
       
 
 
 
/s/ Kevin J. Stumbo  
    Kevin J. Stumbo  
    Executive Vice President and Treasurer  
     (Principal Financial Officer)