Community Trust Bancorp (CTBI) 10-Q 2004 Q3 Quarterly report

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 September 30, 2004
	Or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____________ to _____________

Commission file number 0-11129

COMMUNITY TRUST BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

(606) 432-1414

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yesü No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yesü No

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

Common stock - 13,468,810 shares outstanding at October 31, 2004

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

The accompanying information has not been audited by independent 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, 2003 for further information in this regard.

Condensed Consolidated Balance Sheets

(dollars in thousands except share data)			September 30 2004		December 31 2003
			(unaudited)
Assets:
Cash and due from banks		$	72,174	$	79,907
Federal funds sold			12,153		9,054
Securities available-for-sale at fair value
	(amortized cost of $504,515 and $414,404, respectively)		508,870		421,855
Securities held-to-maturity at amortized cost
	(fair value of $64,261 and $87,061, respectively)		64,809		87,497
Loans held for sale			532		315
Loans			1,864,988		1,736,260
	Allowance for loan losses		(26,488)		(24,653)
	Net loans		1,838,500		1,711,607
Premises and equipment, net			51,711		49,990
Goodwill			60,122		60,122
Core deposit intangible (net of accumulated amortization of $3,566 and $3,131, respectively)			3,394		3,829
Other assets			42,662		49,863
	Total assets	$	2,654,927	$	2,474,039
Liabilities and shareholders' equity:
Deposits
	Noninterest bearing	$	375,266	$	359,403
	Interest bearing		1,685,931		1,708,212
Total deposits			2,061,197		2,067,615
Securities sold under agreements to repurchase			74,447		96,506
Federal funds purchased and other short-term borrowings			4,385		8,787
Advances from Federal Home Loan Bank			202,525		3,192
Long-term debt			59,500		59,500
Other liabilities			19,942		17,046
	Total liabilities		2,421,996		2,252,646
Shareholders' equity:
Preferred stock, 300,000 shares authorized and unissued
Common stock, $5 par value, shares authorized 25,000,000;
	Shares outstanding 2004 - 13,461,604; 2003 - 13,461,600		67,308		67,308
Capital surplus			105,367		105,579
Retained earnings			57,425		43,663
Accumulated other comprehensive income, net of tax			2,831		4,843
	Total shareholders' equity		232,931		221,393
	Total liabilities and shareholders' equity	$	2,654,927	$	2,474,039

 

See notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Income

(unaudited)

		Three months ended				Nine months ended
		September 30				September 30
(in thousands except per share data)		2004		2003		2004		2003
Interest income:
Interest and fees on loans, including loans held for sale		$	27,969	$	26,792	$	81,712	$	81,867
Interest and dividends on securities
	Taxable		3,992		3,910		11,161		12,615
	Tax exempt		546		540		1,669		1,642
Other, including interest on federal funds sold			116		178		400		651
	Total interest income		32,623		31,420		94,942		96,775
Interest expense:
Interest on deposits			6,949		9,013		20,490		29,483
Interest on federal funds purchased and other short-term borrowings			368		241		1,107		774
Interest on advances from Federal Home Loan Bank			507		53		584		184
Interest on long-term debt and trust preferred securities			1,314		1,337		3,941		4,012
	Total interest expense		9,138		10,644		26,122		34,453
	Net interest income		23,485		20,776		68,820		62,322
Provision for loan losses			(2,045)		(2,085)		(5,963)		(7,217)
	Net interest income after provision for loan losses		21,440		18,691		62,857		55,105
Noninterest income:
Service charges on deposit accounts			4,525		4,483		13,224		12,645
Gains on sales of loans, net			368		1,613		1,237		4,729
Trust income			638		604		1,813		1,851
Securities gains, net			588		476		589		3,042
Other			2,456		2,917		8,847		5,957
	Total noninterest income		8,575		10,093		25,710		28,224
Noninterest expense:
Salaries and employee benefits			9,959		8,705		29,665		25,604
Occupancy, net			1,420		1,421		4,296		4,368
Equipment			957		956		2,859		2,723
Data processing			1,062		948		3,122		2,900
Legal and professional fees			700		989		2,387		2,857
Stationery, printing, and office supplies			369		726		1,083		2,063
Taxes other than payroll, property, and income			794		316		2,408		1,048
FDIC insurance			73		82		229		250
Other			3,583		3,968		9,834		10,673
	Total noninterest expense		18,917		18,111		55,883		52,486
	Income before income taxes		11,098		10,673		32,684		30,843
Income taxes			3,084		3,392		9,634		9,505
	Net income		8,014		7,281		23,050		21,338
Other comprehensive income, net of tax:
	Unrealized holding gains (losses) arising during period		2,048		(2,682)		(2,012)		(3,773)
Comprehensive income		$	10,062	$	4,599	$	21,038	$	17,565
Basic earnings per share		$	0.59	$	0.54	$	1.71	$	1.58
Diluted earnings per share		$	0.58	$	0.53	$	1.68	$	1.56
Average shares outstanding			13,459		13,428		13,458		13,481

See notes to condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

(unaudited)

			Nine months ended
			September 30
(in thousands)			2004		2003
Cash flows from operating activities:
Net income			$	23,050	$	21,338
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization			3,275		3,324
	Provision for loan and other real estate losses			6,204		7,338
	Securities gains, net			(589)		(3,042)
	Gains on sale of mortgage loans held for sale			(1,237)		(4,729)
	Gains (losses) on sale of assets, net			(179)		68
	Proceeds from sale of mortgage loans held for sale			52,016		171,993
	Amortization of securities premiums, net			867		1,083
	Change in mortgage loans held for sale, net			(217)		(1,694)
	Changes in:
		Other liabilities		3,980		6,806
		Other assets		5,870		(1,747)
Net cash provided by operating activities				93,040		200,738
Cash flows from investing activities:
Securities available-for-sale:
	Proceeds from sales			139,202		89,426
	Proceeds from prepayments and maturities			75,956		124,538
	Purchase of securities			(305,266)		(209,087)
Securities held-to-maturity:
	Proceeds from prepayments and maturities			22,407		41,385
	Purchase of securities			0		(81,061)
Change in loans, net				(184,987)		(225,336)
Purchase of premises, equipment, and other real estate				(4,635)		(1,759)
Proceeds from sale of premises and equipment				19		8
Proceeds from sale of other real estate				2,676		2,531
Net cash used in investing activities				(254,628)		(259,355)
Cash flows from financing activities:
Change in deposits, net				(6,418)		(20,097)
Change in federal funds purchased and other short-term borrowings, net				(26,461)		23,928
Advances from Federal Home Loan Bank				200,000		0
Payments on advances from Federal Home Loan Bank				(667)		(1,985)
Payments on long-term debt				0		(74)
Issuance of common stock				1,141		1,375
Other equity adjustments				47		0
Purchase of common stock				(1,400)		(5,089)
Dividends paid				(9,288)		(7,969)
Net cash provided by (used in) financing activities				156,954		(9,911)
Net increase (decrease) in cash and cash equivalents				(4,634)		(68,528)
Cash and cash equivalents at beginning of year				88,961		142,206
Cash and cash equivalents at end of period			$	84,327	$	73,678

See notes to condensed consolidated financial statements.

Notes to Condensed Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (which consist of normal recurring accruals) necessary, to present fairly the condensed consolidated financial position as of September 30, 2004, the results of operations for the three and nine months ended September 30, 2004 and 2003, and the cash flows for the nine months ended September 30, 2004 and 2003. In accordance with accounting principles generally accepted in the United States of America for interim financial information, these statements do not include certain information and footnote disclosures required by accounting principles generally accepted in the United States of America for complete annual financial statements. Financial information as of December 31, 2003 has been derived from the audited consolidated financial statements of Community Trust Bancorp, Inc. (the "Corporation"). The results of operations for the three and nine months ended September 30, 2004 and 2003 and the cash flows for the nine months ended September 30, 2004 and 2003 are not necessarily indicative of the results to be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 2003, included in the Corporation's Annual Report on Form 10-K.

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

Goodwill and Other Intangible Assets- Effective January 1, 2002, the Corporation adopted Statement of Financial Accounting Standards ("SFAS") No. 142,Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual v alues and reviewed for impairment. The Corporation evaluates total goodwill for impairment, based upon SFAS No. 142, Goodwill and Other Intangible Assets and SFAS No. 147,Acquisitions of Certain Financial Institutions, using fair value techniques including multiples of price/equity. Goodwill is evaluated for impairment on an annual basis.

Accounting for Stock-Based Compensation—Transition and Disclosure-In December 2002, the Financial Accounting Standards Board ("FASB") issuedSFAS No. 148,Accounting for Stock-Based Compensation--Transition and Disclosure. This statement amend s SFAS No. 123,Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for fiscal years ending after December 15, 2002. Adoption of SFAS No. 148 did not have a material impact on the Corporation's consolidated financial statements. As permitted by SFAS No. 148, the Corporation will continue to apply the provisions of Accounting Principles Board ("APB") Opinion No. 25,Accounting for Stock-Based Compensation, for all employee stock option grants and has elected to disclose pro forma net income and earnings per share amounts as if the fair-value based method had been applied in measuring compensation costs.

Note 2 - Securities

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

 The amortized cost and fair value of securities at September 30, 2004 are summarized as follows:

Available-for-Sale

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies		$	1,001	$	1,001
State and political subdivisions			47,629		50,376
U.S. agency mortgage-backed pass through certificates			397,820		399,465
Collateralized mortgage obligations			2,708		2,795
	Total debt securities		449,158		453,637
Marketable equity securities			55,357		55,233
	Total available-for-sale securities	$	504,515	$	508,870

Held-to-Maturity

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies		$	500	$	516
State and political subdivisions			1,928		2,040
U.S. agency mortgage-backed pass through certificates			62,381		61,705
	Total held-to-maturity securities	$	64,809	$	64,261

The amortized cost and fair value of securities as of December 31, 2003 are summarized as follows:

Available-for-Sale

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies		$	34,165	$	34,314
State and political subdivisions			89,107		92,072
U.S. agency mortgage-backed pass through certificates			180,236		183,740
Collateralized mortgage obligations			4,197		4,375
Other debt securities			30,538		31,149
	Total debt securities		338,243		345,650
Marketable equity securities			76,161		76,205
	Total available-for-sale securities	$	414,404	$	421,855

Held-to-Maturity

(in thousands)		Amortized Cost		Fair Value
U.S. Treasury and Government agencies		$	9,499	$	9,667
State and political subdivisions			3,726		3,903
U.S. agency mortgage-backed pass through certificates			74,272		73,491
	Total held-to-maturity securities	$	87,497	$	87,061

Note 3 - Loans

Major classifications of loans are summarized as follows:

(in thousands)		September 30 2004		December 31 2003
Commercial construction		$	74,278	$	67,147
Commercial secured by real estate		601,214		583,924
Commercial other		260,538		256,837
Real estate construction		34,674		32,495
Real estate mortgage		482,416		413,939
Consumer		399,279		368,578
Equipment lease financing		12,589		13,340
	Total loans	$	1,864,988	$	1,736,260

Note 4 - Borrowings

Short-term debt consists of the following:

(in thousands)		September 30 2004		December 31 2003
Subsidiaries:
	Federal funds purchased	$	4,385	$	7,785
	Securities sold under agreements to repurchase	74,447		96,506
	Capital lease obligations	0		1,002
	Total short-term debt	$	78,832	$	105,293

On April 29, 2004, the Corporation entered into a revolving note agreement for a line of credit in the amount of $12 million, all of which is currently available to meet any future cash needs. The agreement will mature on April 28, 2005.

All federal funds purchased and the majority of securities sold under agreements to repurchase reprice daily. The average rates paid for federal funds purchased and repurchase agreements on September 30, 2004 were 1.85% and 1.95%, respectively.

Advances from Federal Home Loan Bank consists of the following:

(in thousands)		September 30 2004		December 31 2003
	Advance #142, 1.75%, due 10/14/04	$	25,000	$	0
	Advance #147, 1.63%, due 11/28/04	15,000		0
	Advance #143, 2.37%, due 8/30/05	40,000		0
	Advance #144, 2.88%, due 8/30/06	40,000		0
	Advance #145, 3.31%, due 8/30/07	40,000		0
	Advance #146, 3.70%, due 8/30/08	40,000		0
	Other outstanding advances, WAR 5.37%, due 10/1/06 - 8/1/29	2,525		3,192
	Total advances from Federal Home Loan Bank	$	202,525	$	3,192

These advances generally require monthly principal payments and were collateralized by Federal Home Loan Bank stock of $20.6 million and certain first mortgage loans.

Long-term debt consists of the following:

(in thousands)		September 30 2004		December 31 2003
Parent:
	Junior subordinated debentures, 9.00%, due 3/31/27	$	34,500	$	34,500
	Junior subordinated debentures, 8.25%, due 3/31/32	25,000		25,000
	Total long-term debt	$	59,500	$	59,500

Note 5 - Stock-Based Compensation

The Corporation currently maintains two incentive stock option plans covering key employees; however, only one plan is active. The 1998 Stock Option Plan ("1998 Plan") was approved by the Board of Directors and the shareholders in 1998. All options granted have a maximum term of ten years. Options granted as management retention options vest after five years and all others vest ratably over four years.

As required under the provisions of SFAS No. 148, the following table discloses the pro forma net income and pro forma basic and diluted earnings per share had the fair value method been applied to stock awards for the three and nine months ended September 30, 2004 and 2003.

			Three Months Ended September 30				Nine Months Ended September 30
(in thousands except per share amounts)			2004		2003		2004		2003
Net income as reported			$	8,014	$	7,281	$	23,050	$	21,338
	Stock-based compensation expense			0		0		(534)		(523)
	Tax effect			0		0		187		183
Net income pro forma			$	8,014	$	7,281	$	22,703	$	20,998
Basic earnings per share		As reported	$	0.59	$	0.54	$	1.71	$	1.58
		Pro forma		0.59		0.54		1.68		1.55
Diluted earnings per share		As reported	$	0.58	$	0.53	$	1.68	$	1.56
		Pro forma		0.58		0.53		1.65		1.53

Note 6 - Subsequent Events

On October 27, 2004,Burlin Coleman announced his retirement as Chairman and member of the Boards of Directors of the Corporation and its wholly owned bank subsidiary effective December 31, 2004 in accordance with the Corporation’s retirement policy, which he fully supports.

The Boards of Directors designated Jean R. Hale as Mr. Coleman’s successor effective with his retirement. Ms. Hale, who has been serving as Vice Chairman since April 2001, will continue as President and CEO of the Corporation.

Also on October 27, 2004, the Corporation announced the declaration of a 10% stock dividend to shareholders of record on December l, 2004. The dividend will be distributed on December 15, 2004. The Corporation also increased the cash dividend to $0.24 per share, which will be paid on January 1, 2005, to shareholders of record on December 15, 2004. This represents an increase of 15% in the quarterly cash dividend after adjusting for the stock dividend. The following table shows the impact on earnings per share and average shares outstanding for the three and nine months ended September 30, 2003 and September 30, 2004 as adjusted for this stock dividend.

(in thousands except per share data)	Three Months Ended September 30				Nine Months Ended September 30
	2004		2003		2004		2003
Basic earnings per share	$	0.54	$	0.49	$	1.55	$	1.44
Diluted earnings per share	$	0.53	$	0.48	$	1.53	$	1.42
Average shares outstanding		14,805		14,771		14,804		14,829

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

and Results of Operations

Overview

Community Trust Bancorp, Inc. (the "Corporation") is a bank holding company headquartered in Pikeville, Kentucky. At September 30, 2004, the Corporation owned one commercial bank and one trust company. Through its subsidiaries, the Corporation has seventy-six banking locations ineastern, northeast, central, and south central Kentucky and southern West Virginia, two loan production offices in Kentucky, and five trust offices across Kentucky. The banking locations are segmented into eighteen markets within four regions. The Corporation had total assets of $2.7 billion and total shareholders’ equity of $233 million as of September 30, 2004. The Corporation’s common sto ck is listed on NASDAQ under the symbol CTBI. Current market participants areFTN Midwest Research Securities Corp., Cleveland, Ohio; Goldman, Sachs & Co., New York, New York; Howe Barnes Investments, Inc., Chicago, Illinois; J.J.B. Hilliard, W.L. Lyons, Inc., Louisville, Kentucky; Keefe, Bruyette & Woods, Inc., New York, New York; Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, New York; Morgan Stanley & Co., Incorporated, New York, New York; and Sandler O'Neill & Partners, New York, New York.

Critical Accounting Policies and Estimates

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

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

Our accounting policies are more fully described in note 1 to the consolidated financial statements incorporated in the Annual Report on Form 10-K for the year ended December 31, 2003. We have identified the following critical accounting policies:

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

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

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

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

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

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

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

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

Effects of Accounting Changes

Accounting for Stock-Based Compensation - Transition and Disclosure-In December 2002, FASB issued SFAS No. 148,Accounting for Stock-Based Compensation--Transition and Disclosure. This statement amends SFAS No. 123,Accounting for Stock-Based Compensation, to provide alternative meth ods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for fiscal years ending after December 15, 2002. Adoption of SFAS No. 148 did not have a material impact on the Corporation's consolidated financial statements. As permitted by SFAS No. 148, the Corporation will continue to apply the provisions of APB Opinion No. 25, Accounting for Stock-Based Compensation, for all employee stock option grants and has elected to disclose pro forma net income and earn ings per share amounts as if the fair-value based method had been applied in measuring compensation costs.

The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments -In March 2004, a consensus was reached on the Emerging Issues Task Force ("EITF") Issue 03-1,The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. The EITF reached a consensus on an other-than-temporary impairment model for debt and equity securities accounted for under SFAS No. 115,Accounting for Certain Investments in Debt and Equity Secu rities, and cost method investments. The basic model developed to evaluate whether an investment within the scope of Issue 03-1 is other-than-temporarily impaired involves a three-step process including determining whether an investment is impaired (fair value less than cost), evaluating whether the impairment is other-than-temporary (including the Corporation's intent and ability to hold the impaired securities until the cost is recovered) and, if other-than-temporary, requiring recognition of an impairment loss equal to the difference between the investment's cost and its fair value. The first step in the model used to determine other-than-temporary impairments shall be applied prospectively to all current and future investments in interim or annual reporting periods beginning after June 15, 2004. The second and third steps in the model have been delayed pending issuance of proposed FASB Staff Position EITF 03-1 - -a.,Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.At September 30, 2004, the Corporation had approximately $2.0 million in gross unrealized losses, none of which is considered to be other than temporary impairment. The Corporation is evaluating the impact of this Issue.

Dividends

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

Pay Date	Record Date	Amount Per Share
October 1, 2004	September 15, 2004	$0.23
July 1, 2004	June 15, 2004	$0.23
April 1, 2004	March 15, 2004	$0.23
January 1, 2004	December 15, 2003	$0.23
October 1, 2003	September 15, 2003	$0.21
July 1, 2003	June 15, 2003	$0.19

On October 27, 2004, the Corporation announced an increase in the cash dividend to $0.24 per share to be paid on January 1, 2005, to shareholders of record on December 15, 2004. This represents an increase of 15% in the quarterly cash dividend after adjusting for the stock dividend which was declared to be distributed on December 15, 2004.

Statement of Income Review

The Corporation had record earnings for the third quarter 2004 of $8.0 million or $0.59 per share compared to $7.3 million or $0.54 per share earned during the third quarter of 2003 and $7.8 million or $0.58 per share earned during the second quarter of 2004. Year-to-date earnings for the nine months ended September 30, 2004 were $23.1 million or $1.71 per share compared to $21.3 million or $1.58 per share for the nine months ended September 30, 2003.

The Corporation had average shares outstanding of 13.5 million and 13.4 million, respectively, for the three months ended September 30, 2004 and 2003. Average shares outstanding for both the nine months ended September 30, 2004 and 2003 were 13.5 million. The following table sets forth on an annualized basis the return on average assets and return on average shareholders’ equity for the three and nine months ended September 30, 2004 and 2003:

	Three months ended					Nine months ended
	September 30					September 30
		2004		2003			2004		2003
Return on average shareholders' equity		13.83	%	13.45	%		13.54	%	13.37	%
Return on average assets		1.26	%	1.15	%		1.24	%	1.15	%

Net Interest Income

Our net interest margin of 4.08% for the quarter ended September 30, 2004 remained relatively flat to prior quarter with a slight decrease of 1 basis point and improved 46 basis points from the quarter ended September 30, 2003. Management expects compression in the future in the net interest margin as a result of increased competition for deposits and the securities transactions, discussed in the Balance Sheet Review, which occurred during September, although these transactions will increase net interest revenue.

The following table summarizes the annualized net interest spread and net interest margin for the three and nine months ended September 30, 2004 and 2003.

	Three months ended			Nine months ended
	September 30			September 30
	2004		2003		2004	2003
Yield on interest earning assets		5.64%	5.45%		5.61%	5.72%
Cost of interest bearing funds		1.91%	2.18%		1.86%	2.39%
Net interest spread		3.73%	3.27%		3.75%	3.33%
Net interest margin		4.08%	3.62%		4.09%	3.71%

Provision for Loan Losses

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

		Nine months ended
		September 30
(in thousands)		2004		2003
Allowance balance at January 1		$	24,653	$	23,271
	Additions to allowance charged against operations		5,963		7,217
	Recoveries credited to allowance		2,621		2,785
	Losses charged against allowance		(6,749)		(9,457)
Allowance balance at September 30		$	26,488	$	23,816
Allowance for loan losses to period-end loans		1.42		%	1.42	%
Average loans, net of unearned income		$	1,793,171	$	1,641,067
Provision for loan losses to average loans, annualized		0.44		%	0.59	%
Loan charge-offs net of recoveries, to average loans, annualized		0.31		%	0.54	%

Net loan charge-offs for the quarter ended September 30, 2004 of $1.3 million were 9.3% less than the $1.5 million for the third quarter of 2003 but 15.9% greater than the $1.2 million for the second quarter of 2004. Year-to-date annualized net charge-offs at September 30, 2004 were 0.3% of average loans compared to 0.5% of average loans at September 30, 2003. Our reserve for losses on loans as a percentage of total loans outstanding at September 30, 2004 remained flat to June 30, 2004 and September 30, 2003 at 1.42%.

Noninterest Income

Noninterest income decreased 15.0% for the quarter ended September 30, 2004 compared to the quarter ended September 30, 2003 and 6.0% compared to the quarter ended June 30, 2004. Year-to-date noninterest income decreased 8.9% from prior year. As residential mortgage refinancing slowed, the Corporation had a decrease in gains on sales of loans of $1.2 million in the third quarter 2004 compared to the third quarter 2003. Noninterest income for the quarter ended September 30, 2004 was negatively impacted by a charge to our valuation reserve for capitalized mortgage servicing rights of $0.2 million. Noninterest income for the second quarter 2004 and for the third quarter 2003 were positively impacted by $0.8 million and $0.7 million, respectively, because of the improvement in the fair market value of our capitalized mortgage servicing rights.

Noninterest income has been positively impacted by $1.4 million during 2004 derived from the adjustment of the carrying value of loans acquired with the 2002 acquisition of Citizens National Bank of Hazard to its net realizable value. There was minimal recapture during the third quarter.

The Corporation restructured its investment portfolio in September 2004 by selling certain securities totaling approximately $70 million with relatively short average lives and reinvesting the proceeds into FHLMC securities with a moderately longer average life. The transactions resulted in a gain on sale of securities of $0.6 million and an increase in yield in this securities pool of 60 basis points.

Noninterest Expense

Noninterest expense for the quarter ended September 30, 2004 of $18.9 million was a 4.5% increase from the $18.1 million for the third quarter 2003 and a 0.8% increase from the second quarter 2004. The increase in noninterest expense from prior year and prior quarter was primarily attributable to increased personnel expense due to the filling of budgeted key positions and the accrual of a performance-based incentive in the amount of $0.7 million. Year-to-date the incentive accrual is $2.1 million. No incentive accrual was booked for this incentive program last year for the third quarter or year-to-date.

Balance Sheet Review

The Corporation’s total assets have grown 7.3% from December 31, 2003 to September 30, 2004 at $2.7 billion. Earning assets grew by $213.5 million during the third quarter of 2004. The investment portfolio grew by $166.9 million; while the loan portfolio grew by $50.6 million. The growth in the investment portfolio was funded by a mixture of short-term and long-term borrowings from the Federal Home Loan Bank of Cincinnati, OH. Total deposits and repurchase agreements of $2.1 billion at September 30, 2004 remained relatively stable with a 1.3% decline from December 31, 2003 and a 0.2% increase from prior quarter.

Shareholders’ equity of $232.9 million on September 30, 2004 is a 5.2% increase from the $221.4 million on December 31, 2003 and an increase of 3.2% from the $225.6 on June 30, 2004. The Corporation's annualized dividend yield to shareholders as of September 30, 2004 was 2.96%.

Loans

The Corporation's loan portfolio grew $128.7 million or 7.4% from December 31, 2003 as growth occurred in all three major loan categories, commercial, residential real estate, and consumer loans.

Nonperforming loans increased to $21.4 million, or 1.1% of total loans, from the $16.9 million, or 1.0% of total loans, at December 31, 2003 and the $19.9 million, or 1.1% of total loans, at June 30, 2004.

Foreclosed properties on September 30, 2004 were $5.7 million, a decrease from the $6.2 million at June 30, 2004 and the $6.7 million reported at December 31, 2003.

The following tables summarize the Corporation’s nonperforming loans as of September 30, 2004 and December 31, 2003.

(in thousands)		Nonaccrual loans		As a % of Loan Balances by Category		Restructured Loans		As a % of Loan Balances by Category		Accruing Loans Past Due 90 Days or More		As a % of Loan Balances by Category		Balances
September 30, 2004
Commercial construction		$	364	0.49	%	$	0	0.00	%	$	101	0.14	%	$	74,278
Commercial secured by real estate			6,338	1.05			927	0.15			2,696	0.45			601,214
Commercial other			3,594	1.38			124	0.05			552	0.21			260,538
Consumer real estate construction			114	0.33			0	0.00			0	0.00			34,674
Consumer real estate secured			5,173	1.07			0	0.00			982	0.20			482,416
Consumer other			30	0.01			0	0.00			444	0.11			399,279
Equipment lease financing			0	0.00			0	0.00			0	0.00			12,589
	Total	$	15,613	0.84	%	$	1,051	0.06	%	$	4,775	0.26	%	$	1,864,988

(in thousands)		Nonaccrual loans		As a % of Loan Balances by Category		Restructured Loans		As a % of Loan Balances by Category		Accruing Loans Past Due 90 Days or More		As a % of Loan Balances by Category		Balances
December 31, 2003
Commercial construction		$	84	0.13	%	$	0	0.00	%	$	0	0.00	%	$	67,147
Commercial secured by real estate			4,165	0.71			637	0.11			1,824	0.31			583,924
Commercial other			2,269	0.88			1,089	0.42			1,076	0.42			256,837
Consumer real estate construction			134	0.41			0	0.00			0	0.00			32,495
Consumer real estate secured			3,013	0.73			0	0.00			1,984	0.48			413,939
Consumer other			40	0.01			0	0.00			579	0.16			368,578
Equipment lease financing			0	0.00			0	0.00			0	0.00			13,340
	Total	$	9,705	0.56	%	$	1,726	0.10	%	$	5,463	0.31	%	$	1,736,260

Loans on non-accrual increased $5.9 million from December 31, 2003 to September 30, 2004. This is the result of increases in both commercial and residential loans secured by real estate. The portfolio of real estate loans on non-accrual is considered to be adequately collateralized. As a result, management does not anticipate any material losses resulting from the increase in loans on non-accrual.Accruing loans past due 90 days or more decreased $0.7 million from December 31, 2003 to September 30, 2004. Management routinely reviews these loans to determine that they are all well secured and/or government guaranteed and are in the legal process of collection and/or foreclosure before continuing to accrue income. Restructured loans also decreased $0.7 million from December 31, 2003 to September 30, 2004.

Allowance for Loan Losses

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

Securities

The Corporation uses its securities held-to-maturity for production of income and to manage cash flow needs through expected maturities. The Corporation uses its securities available-for-sale for income and balance sheet liquidity management. Securities available-for-sale reported at fair value increased from $421.9 million as of December 31, 2003 to $508.9 million at September 30, 2004; the excess of market over cost decreased from $7.5 million to $4.4 million. Securities held-to-maturity decreased from $87.5 million to $64.8 million during the same period. Total securities as a percentage of total assets were 20.6% as of December 31, 2003 and 21.6% as of September 30, 2004.

As mentioned above, the investment portfolio had growth of $166.9 million funded by a mixture of short-term and long-term borrowings from the Federal Home Loan Bank of Cincinnati, OH. The Corporation performed in-depth analysis of this transaction prior to consummation and determined the impact to the overall interest rate risk profile of the Corporation to be minimal while increasing its future net interest revenue.

Liquidity and Capital Resources

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

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

The Corporation owns securities with an estimated fair value of $508.9 million that are designated as available-for-sale and available to meet liquidity needs on a continuing basis. The Corporation also has available Federal Home Loan Bank advances for both liquidity and management of its asset/liability position. FHLB advances increased from $3.2 million at December 31, 2003 to $202.5 million at September 30, 2004 as a result of the securities transactions discussed above. FHLB borrowing capacity at September 30, 2004 was $140 million. Long-term debt remained at $59.5 million from December 31, 2003 to September 30, 2004.At September 30, 2004, the Corporation had $12.2 million in federal funds sold. Additionally, management projects cash flows from the Corporation's investment portfolio to generate additional liquidity over the next 90 days.

The Corporation generally relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash for its investing activities. As is typical of many financial institutions, significant financing activities include deposit gathering, use of short-term borrowing facilities such as federal funds purchased and securities sold under repurchase agreements, and issuance of long-term debt. The Corporation currently has a $12 million revolving line of credit, all of which is currently available to meet any future cash needs. The Corporation’s primary investing activities include purchases of securities and loan originations.

The investment portfolio continues to consist of conservative, high-quality short-term issues. The majority of the investment portfolio is in U.S. Government and agency issuances. The average life of the portfolio is3.79 years.Available-for-sale ("AFS") securities comprise89%of the total investment portfolio. At the end of the third quarter, the AFS portfoliowas $509 million or 218%of equity capital.Forty-six percentof the pledge eligible portfolio is pledged.

The Corporation's stock repurchase program began in December 1998 with the authorization to acquire up to 500,000 shares and was increased by an additional 1,000,000 shares in July 2000. The Corporation issued a press release on May 13, 2003 announcing its intention to repurchase up to 1,000,000 additional shares.The Corporation’s stock repurchase program continues to be accretive to shareholder value. During the first nine months of 2004, the Corporation acquired 50,000 shares of the Corporation's stock.As of September 30, 2004, a total of 1,746,801 shares have been repurchased through this program.

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

The Corporation’s principal source of funds used to pay dividends to shareholders and service long-term debt is the dividends it receives from the subsidiary bank. Various federal statutory provisions, in addition to regulatory policies and directives, limit the amount of dividends that subsidiary banks can pay without prior regulatory approval. These restrictions have had no major impact on the Corporation’s dividend policy or its ability to service long-term debt, nor is it anticipated that they would have any major impact in the foreseeable future.During the remainder of 2004, approximately $39.5 million plus any remaining 2004 net profits can be paid by the Corporation’s banking subsidiary without prior regulatory approval.

The primary source of capital for the Corporation is retained earnings. The Corporation paid cash dividends of $0.69 per share during the first nine months of 2004 and $0.59 per share the first nine months of 2003. Basic earnings per share for the same periods were $1.71 and $1.58, respectively. The Corporation retained 59.6% of earnings for the first nine months of 2004.

Under guidelines issued by banking regulators, the Corporation and its subsidiary bank are required to maintain a minimum Tier 1 risk-based capital ratio of 4% and a minimum total risk-based ratio of 8%. In order to be considered åwell-capitalizedæ the Corporation must maintain ratios of 6% and 10%, respectively. Risk-based capital ratios weight the relative risk factors of all assets and consider the risk associated with off-balance sheet items. The Corporation must also maintain a minimum Tier 1 leverage ratio of 4%. The well-capitalized ratio for Tier 1 leverage is 5%. The Corporation’s Tier 1 leverage, Tier 1 risk-based, and total risk-based ratios were 9.14%, 11.75%, and 13.00%, respectively, as of September 30, 2004, all exceeding the threshold for meeting the definition of well-capitalized.

As of September 30, 2004, management is not aware of any current recommendations by banking regulatory authorities which, if they were to be implemented, would have, or would be reasonably likely to have, a material adverse impact on the Corporation’s liquidity, capital resources, or operations.

Impact of Inflation and Changing Prices

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

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

FORWARD-LOOKING STATEMENTS

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Corporation uses an earnings simulation model to analyze net interest income sensitivity to movements in interest rates. Given a 200 basis point increase to the yield curve used in the simulation model, it is estimated net interest income for the Corporation would increase by 4.36 percent over one year and by 1.18 percent over two years. A 25 basis point decrease in the yield curve would decrease net interest income by an estimated 0.54 percent over one year and by 0.08 percent over two years. For further discussion of the Corporation's market risk, see the Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Market Risk included in the Annual Report on Form 10-K for the year ended December 31, 2003.

Item 4. Controls and Procedures

As of the end of the quarter ended September 30, 2004, the Corporation performed an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Principal Executive Officer and Principal Financial Officer, of the effectiveness and the design and operation of the Corporation's disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer concluded that the Corporation's disclosure controls and procedures are effective in timely alerting them to material information relating to the Corporation required to be included in the Corporation's periodic SEC filings. Since the date of the Corporation's most recent evaluation, there were no significant changes in the Corporat ion's internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Disclosure controls and procedures are corporate controls and other procedures that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	None
Item 2.	Changes in Securities

(e) The following table shows shares of the Corporation's stock acquired through the stock repurchase program during the first nine months of 2004:

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 2004	0	-	0	803,199
February 2004	0	-	0	803,199
March 2004	50,000	$28.00	50,000	753,199
April 2004	0	-	0	753,199
May 2004	0	-	0	753,199
June 2004	0	-	0	753,199
July 2004	0	-	0	753,199
August 2004	0	-	0	753,199
September 2004	0	-	0	753,199
Total	50,000	$28.00	50,000	753,199

Item 3.	Defaults Upon Senior Securities	None
Item 4.	Submission of Matters to a Vote of Security Holders	None
Item 5.	Other Information:
	The Corporation's Principal Executive Officer and Principal Financial Officer have furnished to the SEC the certifications with respect to this Form 10-Q that are required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
Item 6.	a. Exhibits:
	(1) Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Exhibit 31.1 Exhibit 31.2
	(2) Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Exhibit 32.1 Exhibit 32.2
	b. Reports on Form 8-K:
	(1) On July 14, 2004, the Corporation issued a Form 8-K with respect to the issuance of its June 30, 2004 earnings release

SIGNATURES

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

	COMMUNITY TRUST BANCORP, INC.
	By:
Date: November 9, 2004	/s/ Jean R. Hale
	Jean R. Hale
	Vice Chairman, President, and Chief Executive Officer
	/s/ Kevin J. Stumbo
	Kevin J. Stumbo
	Executive Vice President/Controller