SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the fiscal year ended December 31, 2022
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Or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
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For the transition period from _____________ to _____________
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Commission file number 001-31220
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A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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COMMUNITY TRUST BANCORP, INC.
SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
COMMUNITY TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Kentucky
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61-0979818
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(State or other jurisdiction of incorporation or organization)
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IRS Employer Identification No.
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346 North Mayo Trail
Pikeville, Kentucky
(address of principal executive offices)
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41501
(Zip Code)
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(606) 432-1414
(Registrant's telephone number)
Community Trust Bancorp, Inc.
Savings Plan
Contents
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Financial Statements:
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Supplemental Schedules:
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Consent of Independent Registered Public Accounting Firm
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Report of Independent Registered Public Accounting Firm
Plan Administrator, Plan Participants
and Audit Committee
Community Trust Bancorp, Inc.
Savings Plan
Pikeville, Kentucky
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of
Community Trust Bancorp, Inc. Savings Plan (Plan) as of December 31, 2022 and 2021, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for
benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Report on Supplemental Information
The supplemental information in the accompanying schedule of assets (held at year-end) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of
the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying
accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the
supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. In our opinion, the schedule of assets (held at year-end) as of December 31, 2022, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ FORVIS, LLP
We have served as the Plan’s auditor since 2006.
Louisville Kentucky
June 29, 2023
Community Trust Bancorp, Inc.
Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2022 and 2021
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2022
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2021
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Assets
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Cash
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$
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1,932
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$
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2,643
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Investments at fair value:
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Community Trust Bancorp, Inc. common stock
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16,023,094
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19,430,959
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Mutual funds
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46,062,938
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58,930,750
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Money market funds
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6,276,856
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6,105,456
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Total investments
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68,362,888
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84,467,165
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Receivables:
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Contributions receivable
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123,672
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123,062
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Accrued interest and dividends
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153,438
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178,101
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Total receivables
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277,110
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301,163
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Total assets
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68,641,930
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84,770,971
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Liabilities
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Excess contributions payable
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54,104
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89,431
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Net assets available for benefits
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$
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68,587,826
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$
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84,681,540
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See notes to financial statements.
Community Trust Bancorp, Inc.
Savings Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2022 and 2021
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Additions:
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2022
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2021
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Contributions:
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Participants
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$
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2,896,200
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$
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2,818,554
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Employer
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1,209,727
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1,232,520
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Rollovers
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29,835
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4,281
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Total contributions
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4,135,762
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4,055,355
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Investment income:
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Net appreciation (depreciation) in fair value of investments
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(10,184,301
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)
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10,729,129
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Interest and dividends
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2,089,576
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3,001,858
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Total investment income (loss)
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(8,094,725
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13,730,987
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Deductions:
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Benefits paid to participants
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(12,134,751
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(7,955,862
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Increase (decrease) in net assets available for benefits
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(16,093,714
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9,830,480
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Net assets available for benefits:
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Beginning of year
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84,681,540
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74,851,060
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End of year
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$
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68,587,826
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$
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84,681,540
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See notes to financial statements.
Community Trust Bancorp, Inc.
Savings Plan
Notes to Financial Statements
As of December 31, 2022 and 2021
and For the Years Ended December 31, 2022 and 2021
1. Description of Plan
The following description of the Community Trust Bancorp, Inc. Savings Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan
Document and Summary 401(k) Plan Description for more complete information, which are available from the Plan Administrator.
General
The Plan is a defined contribution plan covering substantially all employees of Community Trust Bancorp, Inc. (“CTBI”) and all participating subsidiaries, which include Community
Trust Bank, Inc. and Community Trust and Investment Company (“CTIC”). CTIC served as trustee of the Plan for the years ended December 31, 2022 and 2021. Matrix Trust Company served as custodian of the Plan for the for the years ended December 31,
2022 and 2021. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Eligibility
An employee becomes eligible to participate in the Plan on the entry date following the attainment of age twenty-one and completion of twelve consecutive months of employment in
which the employee has at least 1,000 hours of service.
Contributions
A participant may elect to make voluntary contributions, through payroll deductions, to the Plan as deferred compensation contributions. For 2022 and 2021, the maximum limit on
deferral contributions was $20,500 and $19,500, respectively. Participants age 50 and over may also make a catch-up contributions up to a limit of $6,500 for 2022 and 2021. During 2022 and 2021, CTBI made matching contributions per payroll period
equal to 50% of the first 8% of each participant’s deferred compensation contributions, not to exceed 4% of such participant’s compensation.
Participant Accounts
Each participant’s account is credited with employer discretionary contributions if any, employee deferred compensation contributions, and the related employer matching
contribution. Earnings or losses on the investments are allocated in proportion to the participant’s interest therein.
Each participant is entitled to exercise voting rights attributable to the shares of CTBI common stock allocated to the participant’s account. The Retirement and Employee
Benefits Committee is not permitted to vote any share for a participant. The trustee votes shares for which a participant has given no instructions per the direction of the Plan Administrator.
Participant Investment Account Options
The Plan provides for the establishment of a variety of investment funds and a CTBI common stock fund. These investment funds are participant directed. Participants may transfer
account balances between funds, subject to certain limitations. CTBI has the sole discretion to determine or change the number and nature of investment funds.
Vesting
Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting in CTBI’s contribution portion of their accounts is 100% in cases of normal
retirement at age sixty-five, death or total disability. If a participant’s employment ceases for any other reason, the full value of his account is payable to him if he has completed at least 1,000 hours or more of vesting service for three plan
years. Forfeited non vested accounts are allocated to the accounts of participants who received an allocation of matching contributions in such plan year and who are employed on the last day of that plan year and is based on compensation.
Payment of Benefits
Distribution of funds as a result of retirement or termination from employment may be made either in a lump sum payment (including CTBI common stock if elected) or payments in
cash or CTBI common stock made in equal annual installments over a period of 5 years.
Forfeited Accounts and Excess Contributions
At December 31, 2022 and 2021, forfeited non-vested accounts totaled $12,204 and $22,275, respectively. These accounts will be reallocated to participants in the same manner as
employer contributions. Contributions made to the Plan are returned to participants when the Plan fails certain non- discrimination testing. Excess contributions payable, adjusted for earnings, were $54,104 and $89,431 as of December 31, 2022 and
2021, respectively.
2. Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of
America.
Valuation of Investments and Income Recognition
Investments are reported at fair value. Common stocks and mutual funds are valued at the closing price reported on the active market on which the individual securities are
traded. Dividend income is recorded on the ex-dividend date. Purchases and sales of securities are recognized on the trade date basis. Net appreciation/depreciation includes the Plan’s gains and losses on investments bought and sold as well as
held during the year.
Market Risks and Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The Plan invests in various mutual funds and CTBI common stock. Investment securities, in general, are exposed to various risks, such as interest rates, credit, and overall
market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the
amounts reported in the statement of net assets available for benefits.
Administrative Expenses
Administrative expenses of the Plan are paid by the Plan’s Sponsor as provided in the Plan document.
Payment of Benefits
Distributions to participants are recorded by the Plan when payments are made.
3. Federal Income Tax Status
At December 31, 2022, the Plan operates under a non-standardized adoption agreement in connection with a defined contribution pre-approved plan document sponsored by Community
Trust & Investment Company. This prototype plan document has been filed with the appropriate agency. The Plan has not obtained or requested a separate determination letter for the pre-approved plan. However, the Plan administrator believes that
the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code and that the Plan was qualified and the related trust was tax exempt as of the financial statement date.
4. Plan Termination
Although it has not expressed any intent to do so, CTBI has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of termination, participants will become fully vested in their accounts.
5. Exempt Party-In-Interest Transactions
Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, any employer whose employees are
covered by the Plan, and certain others. All amounts contributed to the Plan are received by CTIC as trustee and forwarded to the Custodian. Professional fees for the plan’s administration audit, investment management, and trustee services are paid
by CTBI. During the years ended December 31, 2022 and 2021, the Plan received dividend income of $735,083 and $724,036, respectively.
The Plan held the following party-in-interest investments (at fair value) at December 31:
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2022
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2021
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CTBI common stock (in dollars)
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$
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16,023,094
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$
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19,430,959
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Shares outstanding
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348,859
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445,562
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6. Plan Amendments
The Plan was restated onto Community Trust and Investment Company’s preapproved plan document effective 1/1/22. This restatement changed the eligibility service requirement,
effective 1/1/23, from 1 year of service to 90 days for deferrals only. On May 19, 2021, the Plan adopted Amendment Number Four, effective January 1, 2013, which clarified the definition of compensation. In addition, on May 19, 2021, the Plan
adopted Amendment Number Five, effective January 1, 2020 and January 1, 2021, which modifies hardship distribution restrictions and the process of distribution liquidation.
7. Terminated Participants
Included in net assets available for benefits are amounts allocated to individuals who have withdrawn from the Plan. Amounts distributed to these participants after December 31,
2022 and 2021 were $27,140 and $238,799 respectively.
8. Fair Value of Plan Assets
ASC Topic 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. 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 Topic 820 specifies a fair value hierarchy that prioritizes the information used to develop those assumptions. There have been no significant changes in the valuation techniques during the year ended December 31,
2022. The Plan had no liabilities measured at fair value on a recurring basis. In addition, the Plan had no assets or liabilities measured at fair value on a nonrecurring basis. The fair value hierarchy is as follows:
Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.
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, quoted prices in inactive 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.
Following are descriptions of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of
net assets available for benefits, as well as the general classification of such assets pursuant to the valuation hierarchy.
Investments
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include Community Trust
Bancorp, Inc. common stock, mutual funds, and money market funds. Shares of mutual funds are valued at quoted market prices. The fair values of Community Trust Bancorp, Inc. common stock are derived from the closing price reported on the NASDAQ
Stock Exchange.
The following tables present the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a
recurring basis and the level within the ASC Topic 820, fair value hierarchy in which the fair value measurements fall at December 31, 2022 and December 31, 2021:
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Fair Value Measurements as of December 31, 2022 Using
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Fair Value
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Quoted Prices in Active Markets for Identical Assets
(Level 1)
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Significant Other Observable Inputs
(Level 2)
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Significant Unobservable Inputs
(Level 3)
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CTBI common stock
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$
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16,023,094
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$
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16,023,094
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$
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0
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$
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0
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Mutual funds
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46,062,938
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46,062,938
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0
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0
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Money market funds
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6,276,856
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6,276,856
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0
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0
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$
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68,362,888
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$
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68,362,888
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$
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0
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$
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0
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Fair Value Measurements as of December 31, 2021 Using
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Fair Value
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Quoted Prices in Active Markets for Identical Assets
(Level 1)
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Significant Other Observable Inputs
(Level 2)
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Significant Unobservable Inputs
(Level 3)
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CTBI common stock
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$
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19,430,959
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$
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19,430,959
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$
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0
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$
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0
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Mutual funds
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58,930,750
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58,930,750
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0
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0
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Money market funds
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6,105,456
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6,105,456
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0
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0
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$
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84,467,165
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$
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84,467,165
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$
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0
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$
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0
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9. Risks and Uncertainties
The rising interest rate environment has caused increased volatility in financial markets and the possibility of prolonged adverse economic conditions. These changes in economic
and financial market conditions could result in decreases in the fair value of Plan investments. The ultimate impact to the fair value of Plan investments cannot be reasonably estimated at this time.
10. Nonexempt Transactions
There were no nonexempt transactions in 2022 and 2021.
SUPPLEMENTAL SCHEDULE
Community Trust Bancorp, Inc.
Savings Plan
Form 5500,
Schedule H, Part IV, Line 4i
EIN 61-0979818, Plan #006
Schedule of Assets (Held at Year-End)
December 31, 2022
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Identity of Issuer (a)(b)
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Description of Investment (c)
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Cost (d)
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Current Value (e)
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Mutual Funds
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|
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Dodge & Cox Stock
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Equity Fund, 24,503 units
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|
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**
|
|
|
|
5,285,648
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|
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|
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|
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|
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Federated MDT Small Cap Core R6
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Equity Fund, 68,910 units
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|
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**
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|
|
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1,343,750
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MFS Mid Cap Value R6
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Equity Fund, 140,661 units
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**
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3,955,385
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TIAA-CREF International Eq Idx Instl
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Equity Fund, 154,969 units
|
|
|
**
|
|
|
|
2,959,904
|
|
| |
|
|
|
|
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|
|
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Vanguard 500 Index Admiral
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Equity Fund, 42,021 units
|
|
|
**
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|
|
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14,879,943
|
|
| |
|
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|
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Vanguard Growth Index Adm
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Equity Fund, 25,006 units
|
|
|
**
|
|
|
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2,743,612
|
|
| |
|
|
|
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|
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|
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Vanguard Small Cap Growth Index Admiral
|
Equity Fund, 28,183 units
|
|
|
**
|
|
|
|
1,987,155
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2020 Inv
|
Equity Bond Fund 8,796 units
|
|
|
**
|
|
|
|
223,072
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2025 Inv
|
Equity Bond Fund 35,224 units
|
|
|
**
|
|
|
|
587,530
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2030 Inv
|
Equity Bond Fund 45,004 units
|
|
|
**
|
|
|
|
1,411,785
|
|
| |
|
|
|
|
|
|
|
|
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Vanguard TG Retirement 2035 Inv
|
Equity Bond Fund 39,411 units
|
|
|
**
|
|
|
|
762,607
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2040 Inv
|
Equity Bond Fund 13,129 units
|
|
|
**
|
|
|
|
446,382
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2045 Inv
|
Equity Bond Fund 8,741 units
|
|
|
**
|
|
|
|
199,473
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2050 Inv
|
Equity Bond Fund 12,690 units
|
|
|
**
|
|
|
|
479,692
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2055 Inv
|
Equity Bond Fund 9,063 units
|
|
|
**
|
|
|
|
382,203
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2060 Inv
|
Equity Bond Fund 723 units
|
|
|
**
|
|
|
|
28,092
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard TG Retirement 2065 Inv
|
Equity Bond Fund 512 units
|
|
|
**
|
|
|
|
13,018
|
|
| |
|
|
|
|
|
|
|
|
|
|
William Blair Small-Mid Cap Gr
|
Equity Fund, 113,562 units
|
|
|
**
|
|
|
|
2,942,402
|
|
| |
|
|
|
|
|
|
|
|
|
|
Goldman Sachs Short Duration Instl I
|
Fixed Bond Fund, 152,105 units
|
|
|
**
|
|
|
|
1,422,185
|
|
| |
|
|
|
|
|
|
|
|
|
|
Vanguard Target Retirement Income Inv
|
Equity Bond Fund 15,881 units
|
|
|
**
|
|
|
|
194,385
|
|
| |
|
|
|
|
|
|
|
|
|
|
Metropolitan West Total Return Bond I
|
Fixed Bond Fund, 421,982 units
|
|
|
**
|
|
|
|
3,814,715
|
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
46,062,938
|
|
|
Money Market Funds
|
|
|
|
|
|
|
|
|
|
|
Goldman Sachs FS Government FST
|
Money Market Fund, 6,276,856 shares
|
|
|
**
|
|
|
|
6,276,856
|
|
| |
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
Community Trust Bancorp, Inc. *
|
Common Stock, 348,859 shares
|
|
|
**
|
|
|
|
16,023,094
|
|
| |
|
|
|
|
|
|
|
|
|
|
Total Investments
|
|
|
|
|
|
|
$
|
68,362,888
|
|
| |
|
|
|
|
|
|
|
|
|
|
* Indicates a party-in-interest to the Plan.
|
|
|
| |
|
|
** Cost information is not required for participant-directed investments and, therefore, is not included.
|
|
|
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.
|
| |
|
| |
By:
|
| |
|
|
Date: June 29, 2023
|
/s/ Mark A. Gooch
|
| |
Mark A. Gooch
|
| |
Vice Chairman, President, and Chief Executive Officer
|
| |
|
| |
/s/ Kevin J. Stumbo
|
| |
Kevin J. Stumbo
|
| |
Executive Vice President, Chief Financial Officer
|
| |
and Treasurer
|
| |
|
| |
/s/ Joanna Boon
|
| |
Joanna Boon
|
| |
Senior Vice President/Director of Human Resources
|