UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2009
 or
 o
    
    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: 001-32590
 COMMUNITY BANKERS TRUST CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
    
    20-2652949(State or other jurisdiction of 
incorporation of organization)
    
    (I.R.S. Employer
Identification No.)
 4235 Innslake Drive, Suite 200
Glen Allen, Virginia(Address of principal executive offices)
    
    23060(Zip Code)
 (804) 934-9999  (Registrants telephone number, including area code)
 not applicable  (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



COMMUNITY BANKERS TRUST CORPORATION
 
 PagePART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Statements of Financial Condition (Unaudited)
    
    
    3Consolidated Statements of Operations (Unaudited)
    
    
    4Consolidated Statements of Changes in Stockholders Equity (Unaudited)
    
    
    5Consolidated Statements of Cash Flows (Unaudited)
    
    
    6Notes to Unaudited Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    30Item 4. Controls and Procedures
    
    
    31PART II  OTHER INFORMATION
    
    
    34Item 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    34Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3. Defaults upon Senior Securities
    
    
    34Item 4. Submission of Matters to a Vote of Security Holders
    
    
    34Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    35SIGNATURES
    
    
    36
  2




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##### 



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 COMMUNITY BANKERS TRUST CORPORATION  
 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

AT JUNE 30, 2009 AND DECEMBER 31, 2008
(dollars in thousands)
 June 30, 2009
    
    December 31, 2008(Audited)(Unaudited)
    
    (Restated)AssetsCash and due from banks
    
    $
    20,110
    
    
    $
    10,864Interest bearing bank deposits
    
    
    14,158
    
    
    
    107,376Federal funds sold
    
    
    25,830
    
    
    
    10,193Total cash and cash equivalents
    
    
    60,098
    
    
    
    128,433Securities available for sale, at fair value
    
    
    178,923
    
    
    
    193,992Securities held to maturity, fair value of
$131,752 and $94,965, respectively
    
    
    130,113
    
    
    
    94,865Equity securities, restricted, at cost
    
    
    6,838
    
    
    
    3,612Total securities
    
    
    315,874
    
    
    
    292,469Loans held for resale
    
    
    668
    
    
    
    200Loans
    
    
    551,799
    
    
    
    523,298Allowance for loan losses
    
    
    (12,185
    )
    
    
    (6,939
    )Net loans
    
    
    539,614
    
    
    
    516,359FDIC covered assets (Note 9)
    
    
    278,436
    
    
    
    Bank premises and equipment
    
    
    37,484
    
    
    
    24,111Other real estate owned
    
    
    864
    
    
    
    223Bank owned life insurance
    
    
    6,415
    
    
    
    6,300Core deposit intangibles, net
    
    
    18,211
    
    
    
    17,163Goodwill (Note 5)
    
    
    13,152
    
    
    
    37,184Other assets
    
    
    13,022
    
    
    
    7,325Total assets
    
    $
    1,283,838
    
    
    $
    1,029,767LiabilitiesDeposits:Demand:Noninterest bearing
    
    $
    59,949
    
    
    $
    59,699Interest bearing
    
    
    1,007,498
    
    
    
    746,649Total deposits
    
    
    1,067,447
    
    
    
    806,348Federal funds purchased
    
    
    
    
    
    
    Federal Home Loan Bank advances
    
    
    37,000
    
    
    
    37,900Trust preferred capital notes
    
    
    4,124
    
    
    
    4,124Other liabilities
    
    
    26,379
    
    
    
    16,992Total liabilities
    
    $
    1,134,950
    
    
    $
    865,364Stockholders EquityPreferred stock (5,000,000 shares authorized,
$0.01 par value) 17,680 shares issued and
outstanding
    
    
    17,680
    
    
    
    17,680Discount on preferred stock
    
    
    (943
    )
    
    
    (1,031
    )Warrants on preferred stock
    
    
    1,037
    
    
    
    1,037Common stock (50,000,000 shares authorized,
$0.01 par value) 21,468,455 shares issued and
outstanding
    
    
    215
    
    
    
    215Additional paid in capital
    
    
    144,506
    
    
    
    146,076Retained (deficit) earnings
    
    
    (13,677
    )
    
    
    1,691Accumulated other comprehensive income (loss)
    
    
    70
    
    
    
    (1,265
    )Total stockholders equity
    
    $
    148,888
    
    
    $
    164,403Total liabilities and stockholders equity
    
    $
    1,283,838
    
    
    $
    1,029,767
 See accompanying notes to unaudited consolidated financial statements
 3




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##### 



COMMUNITY BANKERS TRUST CORPORATION  
 CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(dollars and shares in thousands, except per share data)
(Unaudited)
 For the three months ended
    
    For the six months endedJune 30, 2009
    
    June 30, 2008
    
    June 30, 2009
    
    June 30, 2008Interest and dividend incomeInterest and fees on loans
    
    $
    9,631
    
    
    $
    2,704
    
    
    $
    18,047
    
    
    $
    2,704Interest and fees on FDIC covered loans
    
    
    3,016
    
    
    
    
    
    
    
    6,286
    
    
    
    Interest on federal funds sold
    
    
    12
    
    
    
    46
    
    
    
    26
    
    
    
    46Interest on deposits in other banks
    
    
    81
    
    
    
    
    
    
    
    202
    
    
    
    Interest and dividends on securitiesTaxable
    
    
    2,607
    
    
    
    282
    
    
    
    5,499
    
    
    
    687Nontaxable
    
    
    820
    
    
    
    110
    
    
    
    1,577
    
    
    
    110Total interest income
    
    
    16,167
    
    
    
    3,142
    
    
    
    31,637
    
    
    
    3,547Interest expenseInterest on deposits
    
    
    6,299
    
    
    
    1,027
    
    
    
    12,417
    
    
    
    1,027Interest on federal funds purchased
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    13Interest on other borrowed funds
    
    
    390
    
    
    
    80
    
    
    
    737
    
    
    
    80Total interest expense
    
    
    6,689
    
    
    
    1,120
    
    
    
    13,154
    
    
    
    1,120Net interest income
    
    
    9,478
    
    
    
    2,022
    
    
    
    18,483
    
    
    
    2,427Provision for loan losses
    
    
    540
    
    
    
    234
    
    
    
    6,040
    
    
    
    234Net interest income after provision for loan losses
    
    
    8,938
    
    
    
    1,788
    
    
    
    12,443
    
    
    
    2,193Noninterest incomeService charges on deposit accounts
    
    
    618
    
    
    
    180
    
    
    
    1,189
    
    
    
    180Gain on SFSB transaction
    
    
    
    
    
    
    
    
    
    
    21,260
    
    
    
    Gain on securities transactions, net
    
    
    341
    
    
    
    
    
    
    
    293
    
    
    
    Gain on sale of other real estate
    
    
    
    
    
    
    
    
    
    
    21
    
    
    
    Other
    
    
    374
    
    
    
    119
    
    
    
    669
    
    
    
    119Total noninterest income
    
    
    1,333
    
    
    
    299
    
    
    
    23,432
    
    
    
    299Noninterest expenseSalaries and employee benefits
    
    
    5,028
    
    
    
    574
    
    
    
    9,454
    
    
    
    574Occupancy expenses
    
    
    554
    
    
    
    112
    
    
    
    1,134
    
    
    
    112Equipment expenses
    
    
    419
    
    
    
    108
    
    
    
    762
    
    
    
    108Legal fees
    
    
    305
    
    
    
    46
    
    
    
    555
    
    
    
    99Professional fees
    
    
    456
    
    
    
    24
    
    
    
    1,156
    
    
    
    100FDIC assessment
    
    
    744
    
    
    
    16
    
    
    
    874
    
    
    
    16Data processing fees
    
    
    732
    
    
    
    104
    
    
    
    1,474
    
    
    
    104Amortization of intangibles
    
    
    654
    
    
    
    149
    
    
    
    1,110
    
    
    
    149Impairment of goodwill (Note 5)
    
    
    24,032
    
    
    
    
    
    
    
    24,032
    
    
    
    Other operating expenses
    
    
    1,876
    
    
    
    582
    
    
    
    3,637
    
    
    
    673Total noninterest expense
    
    
    34,800
    
    
    
    1,715
    
    
    
    44,188
    
    
    
    1,935(Loss) income before income taxes
    
    
    (24,529
    )
    
    
    372
    
    
    
    (8,313
    )
    
    
    557Income tax (benefit) expense
    
    
    (410
    )
    
    
    84
    
    
    
    4,872
    
    
    
    158Net (loss) income
    
    $
    (24,119
    )
    
    $
    288
    
    
    $
    (13,185
    )
    
    $
    399Dividends accrued on preferred stock
    
    
    220
    
    
    
    
    
    
    
    438
    
    
    
    Accretion of discount on preferred stock
    
    
    45
    
    
    
    
    
    
    
    88
    
    
    
    Net (loss) income available to common stockholders
    
    $
    (24,384
    )
    
    $
    288
    
    
    $
    (13,711
    )
    
    $
    399Net (loss) income per share  basic
    
    $
    (1.14
    )
    
    $
    0.02
    
    
    $
    (0.64
    )
    
    $
    0.04Net (loss) income per share  diluted
    
    $
    (1.14
    )
    
    $
    0.02
    
    
    $
    (0.64
    )
    
    $
    0.03Weighted average number of shares outstandingbasic
    
    
    21,468
    
    
    
    13,407
    
    
    
    21,468
    
    
    
    11,391diluted
    
    
    21,468
    
    
    
    15,283
    
    
    
    21,468
    
    
    
    13,553
 See accompanying notes to unaudited consolidated financial statements
 4




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##### 



COMMUNITY BANKERS TRUST CORPORATION  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(Dollars and shares in thousands)
(Unaudited)
 Additional
    
    Retained
    
    OtherPreferred Stock
    
    Common Stock
    
    Paid in
    
    Earnings
    
    ComprehensiveShares
    
    Amount
    
    Warrants
    
    Discount
    
    Shares
    
    Amount
    
    Capital
    
    (Deficit)
    
    Income
    
    TotalBalance December 31, 2007
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    9,375
    
    
    $
    94
    
    
    $
    42,989
    
    
    $
    2,229
    
    
    $
    
    
    
    $
    45,312Common stock issued in connection with merger
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,501
    
    
    
    135
    
    
    
    116,035
    
    
    
    
    
    
    
    
    
    
    
    116,170Common stock redeemed in connection with merger
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,405
    )
    
    
    (14
    )
    
    
    (10,829
    )
    
    
    
    
    
    
    
    
    
    
    (10,843
    )Comprehesive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    399
    
    
    
    
    
    
    
    399Change in net unrealized gain or loss on
securities available for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (835
    )
    
    
    (835
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    399
    
    
    
    
    
    
    
    (436
    )Balance June 30, 2008
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    21,471
    
    
    $
    215
    
    
    $
    148,195
    
    
    $
    3,027
    
    
    $
    (835
    )
    
    $
    150,602Balance December 31, 2008 (restated)
    
    
    18
    
    
    $
    17,680
    
    
    $
    1,037
    
    
    $
    (1,031
    )
    
    
    21,468
    
    
    $
    215
    
    
    $
    146,076
    
    
    $
    1,691
    
    
    $
    (1,265
    )
    
    
    164,403Amortization of preferred stock warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88
    )
    
    
    
    
    
    
    Reclassification for preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    37Recognize SFSB January 2009 net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (56
    )
    
    
    
    
    
    
    (56
    )Repurchase of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,570
    )
    
    
    
    
    
    
    
    
    
    
    (1,570
    )Dividends paid on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (359
    )
    
    
    
    
    
    
    (359
    )Comprehesive income:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,185
    )
    
    
    
    
    
    
    (13,185
    )Change in net unrealized gain or loss on
securities available for sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,528Less: Reclassification adjustment for gain on
securities sold, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (193
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,335
    
    
    
    1,335Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,850
    )Dividends paid on common stock ($.08 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,717
    )
    
    
    
    
    
    
    (1,717
    )Balance June 30, 2009
    
    
    18
    
    
    $
    17,680
    
    
    $
    1,037
    
    
    $
    (943
    )
    
    
    21,468
    
    
    $
    215
    
    
    $
    144,506
    
    
    $
    (13,677
    )
    
    $
    70
    
    
    $
    148,888
 See accompanying notes to unaudited consolidated financial statements
 5




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##### 



COMMUNITY BANKERS TRUST CORPORATION


CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008
(dollars in thousands)
(unaudited)
 June 30, 2009
    
    June 30, 2008Operating activities:Net (loss) income
    
    $
    (13,185
    )
    
    $
    399Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and intangibles amortization
    
    
    2,043
    
    
    
    271Provision for loan losses
    
    
    6,040
    
    
    
    234Amortization of security premiums and accretion of discounts, net
    
    
    940
    
    
    
    8Change in loans held for sale
    
    
    (468
    )
    
    
    535Net gain on SFSB transaction
    
    
    (21,260
    )
    
    
    Prior period goodwill adjustment
    
    
    (2,899
    )
    
    
    Impairment of goodwill
    
    
    24,032
    
    
    
    Net gain on sale of securities
    
    
    (293
    )
    
    
    Net gain on sale of OREO
    
    
    (21
    )
    
    
    Net loss/(gain) on sale of loans
    
    
    20
    
    
    
    (12
    )Cash aquired in acquisitions
    
    
    35,662
    
    
    
    10,016Changes in assets and liabilities:Decrease/(increase) in other assets
    
    
    11,138
    
    
    
    (4,022
    )Increase in accrued expenses and other liabilities
    
    
    7,631
    
    
    
    2,065Net cash provided by operating activities
    
    
    49,380
    
    
    
    9,494Investing activities:Proceeds from securities
    
    
    98,329
    
    
    
    56,342Purchase of securities
    
    
    (108,075
    )
    
    
    Net increase in loans
    
    
    (5,732
    )
    
    
    (11,230
    )Purchase of premises and equipment, net
    
    
    (14,268
    )
    
    
    (114
    )Net cash (used in)/provided by investing activities
    
    
    (29,746
    )
    
    
    44,998Financing activities:Net (decrease)/increase in noninterest bearing and interest bearing deposits
    
    
    (45,898
    )
    
    
    4,919Net decrease in federal funds purchased
    
    
    
    
    
    
    (1,287
    )Cash paid to shareholders for converted shares
    
    
    
    
    
    
    (10,843
    )Cash paid to reduce FHLB borrowings
    
    
    (38,425
    )
    
    
    Cash paid to redeem shares related to asserted appraisal rights and retire warrants
    
    
    (1,570
    )
    
    
    Cash dividends paid on preferred and common stock
    
    
    (2,076
    )
    
    
    Net cash used in financing activities
    
    
    (87,969
    )
    
    
    (7,211
    )Net (decrease) increase in cash and cash equivalents
    
    
    (68,335
    )
    
    
    47,281Cash and cash equivalents:Beginning of the period
    
    $
    128,433
    
    
    $
    162End of the period
    
    $
    60,098
    
    
    $
    47,443Supplemental disclosures of cash flow information:Interest paid
    
    $
    13,640
    
    
    $
    1,156Income taxes paid
    
    $
    250
    
    
    $
    Transfers of OREO property
    
    $
    640
    
    
    $
    224Transactions related to acquisitionIncrease in assets and liabilities:Loans, net
    
    $
    278,507
    
    
    $
    471,864Other real estate owned
    
    $
    17,820
    
    
    $
    Securities
    
    $
    7,416
    
    
    $
    68,306Fixed assets, net
    
    $
    37
    
    
    $
    Other assets
    
    $
    16,582
    
    
    $
    89,857Deposits
    
    $
    306,997
    
    
    $
    491,462Borrowings
    
    $
    37,525
    
    
    $
    32,359Other liabilities
    
    $
    1,756
    
    
    $
    8,861
 See accompanying notes to unaudited consolidated financial statements
 6




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##### 



COMMUNITY BANKERS TRUST CORPORATION   NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 1. ORGANIZATION
        7




---



##### 



2. ACCOUNTING POLICIES
    3. RECENT ACCOUNTING PRONOUNCEMENTS
     8




---



##### 



FASB Accounting Standards Codification FASB Accounting Standards
Codification
 9




---



##### 



4. MERGERS AND ACQUISITIONS
 Business Combinations
   Acquisition of Georgia Operations
   10




---



##### 



Acquisition of Maryland Operations
     5. GOODWILL AND INTANGIBLE ASSETS
 Goodwill and Other Intangible Assets
    11




---



##### 



Gross Carrying
    
    Accumulated
    
    
    
    
    
    Net CarryingValue
    
    Amortization
    
    Impairment
    
    Value(dollars in thousands)December 31, 2008Goodwill (restated)
    
    $
    37,184
    
    
    
    
    
    
    $
    
    
    
    $
    37,184Core deposit intangibles
    
    $
    18,132
    
    
    $
    969
    
    
    
    
    
    
    $
    17,163June 30, 2009Goodwill
    
    $
    37,184
    
    
    
    
    
    
    $
    24,032
    
    
    $
    13,152Core deposit intangibles
    
    $
    20,290
    
    
    $
    2,079
    
    
    
    
    
    
    $
    18,211
 12




---



##### 



6. FAIR VALUE MEASUREMENTS
  Fair Value Hierarchy
 Fair Value Measurement
     Investment Securities Available-for-Sale
  Loans held for sale
  Loans
 Accounting by Creditors for Impairment of a Loan
 13




---



##### 



Other real estate owned
  Assets and Liabilities Recorded at Fair Value on a Recurring Basis
  June 30, 2009Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3(dollars in thousands)Investment securities available-for-sale
    
    $
    178,923
    
    
    $
    1,383
    
    
    $
    177,540
    
    
    $
    Loans held for sale
    
    
    668
    
    
    
    
    
    
    
    668
    
    
    
    Total assets at fair value
    
    $
    179,591
    
    
    $
    1,383
    
    
    $
    178,208
    
    
    $
    Total liabilities at fair value
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
  June 30, 2009Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3(dollars in thousands)Loans  impaired loans
    
    $
    90,367
    
    
    $
    
    
    
    $
    82,002
    
    
    $
    8,365Other real estate owned (OREO)
    
    $
    864
    
    
    $
    
    
    
    $
    864
    
    
    $
    Total assets at fair value
    
    $
    91,231
    
    
    $
    
    
    
    $
    82,866
    
    
    $
    8,365Total liabilities at fair value
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  Disclosures about Fair Value of Financial Instruments,
 14




---



##### 



June 30, 2009Carrying
    
    Fair(dollars
in thousands)
    
    Value
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    60,098
    
    
    $
    60,137Securities available for sale
    
    
    178,923
    
    
    
    178,923Securities held to maturity
    
    
    130,113
    
    
    
    131,752Equity securities
    
    
    6,838
    
    
    
    6,838Loans held for sale
    
    
    668
    
    
    
    668Net loans
    
    
    539,614
    
    
    
    540,433FDIC covered assets
    
    
    278,436
    
    
    
    281,159Accrued interest receivable
    
    
    5,572
    
    
    
    5,572Financial liabilities:Deposits
    
    
    1,067,447
    
    
    
    1,075,303Borrowings
    
    
    41,124
    
    
    
    41,676Accrued interest payable
    
    
    5,670
    
    
    
    5,670
 7. SECURITIES
  Amortized
    
    
    Gross Unrealized(dollars
in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueU.S. Treasury issue and otherU.S. Government agencies
    
    $
    15,025
    
    
    $
    372
    
    
    $
    (13
    )
    
    $
    15,384State, county and municipal
    
    
    78,162
    
    
    
    886
    
    
    
    (697
    )
    
    
    78,351Corporates and other bonds
    
    
    6,663
    
    
    
    86
    
    
    
    (1
    )
    
    
    6,748Mortgage backed securities
    
    
    75,711
    
    
    
    1,502
    
    
    
    (156
    )
    
    
    77,057Other securities
    
    
    1,278
    
    
    
    157
    
    
    
    (52
    )
    
    
    1,383Total securities available for sale
    
    $
    176,839
    
    
    $
    3,003
    
    
    $
    (919
    )
    
    $
    178,923
 15




---



##### 



Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    Unrealized(dollars
in thousands)
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    LossU.S. Treasury issue and otherU.S. Government agencies
    
    $
    486
    
    
    $
    (13
    )
    
    $
    
    
    
    $
    
    
    
    $
    486
    
    
    $
    (13
    )State, county and municipal
    
    
    29,795
    
    
    
    (586
    )
    
    
    2,076
    
    
    
    (111
    )
    
    
    31,871
    
    
    
    (697
    )Corporates and other bonds
    
    
    1,004
    
    
    
    (1
    )
    
    
    250
    
    
    
    
    
    
    
    1,254
    
    
    
    (1
    )Mortgage backed securities
    
    
    11,829
    
    
    
    (156
    )
    
    
    2
    
    
    
    
    
    
    
    11,831
    
    
    
    (156
    )Other securities
    
    
    470
    
    
    
    (45
    )
    
    
    12
    
    
    
    (7
    )
    
    
    482
    
    
    
    (52
    )Total securities available for sale
    
    $
    43,584
    
    
    $
    (801
    )
    
    $
    2,340
    
    
    $
    (118
    )
    
    $
    45,924
    
    
    $
    (919
    )
   Amortized
    
    
    Gross Unrealized(dollars
in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueU.S. Treasury issue and otherU.S. Government agencies
    
    $
    748
    
    
    $
    
    
    
    $
    (15
    )
    
    $
    733State, county and municipal
    
    
    13,111
    
    
    
    336
    
    
    
    (32
    )
    
    
    13,415Corporates and other bonds
    
    
    1,035
    
    
    
    9
    
    
    
    
    
    
    
    1,044Mortgage backed securities
    
    
    115,219
    
    
    
    1,750
    
    
    
    (409
    )
    
    
    116,560Total securities held to maturity
    
    $
    130,113
    
    
    $
    2,095
    
    
    $
    (456
    )
    
    $
    131,752
  Less than 12 months
    
    
    12 months or more
    
    
    TotalUnrealized
    
    
    
    
    
    
    Unrealized
    
    
    
    
    
    
    Unrealized(dollars
thousands)
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    Loss
    
    
    Fair Value
    
    
    LossU.S. Treasury issue and otherU.S. Government agencies
    
    $
    733
    
    
    $
    (15
    )
    
    $
    
    
    
    $
    
    
    
    $
    733
    
    
    $
    (15
    )State, county and municipal
    
    
    2,140
    
    
    
    (35
    )
    
    
    
    
    
    
    
    
    
    
    2,140
    
    
    
    (35
    )Corporates and other bonds
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mortgage backed securities
    
    
    32,790
    
    
    
    (406
    )
    
    
    
    
    
    
    
    
    
    
    32,790
    
    
    
    (406
    )Total securities held to maturity
    
    $
    35,663
    
    
    $
    (456
    )
    
    $
    
    
    
    $
    
    
    
    $
    35,663
    
    
    $
    (456
    )
  15




---



##### 



8. LOANS
  June 30, 2009
    
    
    December 31, 2008(dollars in thousands)Mortgage loans on real estateResidential 1-4 family
    
    $
    135,701
    
    
    
    24.56
    %
    
    $
    129,607
    
    
    
    24.73
    %Commercial
    
    
    179,079
    
    
    
    32.41
    %
    
    
    158,062
    
    
    
    30.16
    %Construction
    
    
    137,951
    
    
    
    24.97
    %
    
    
    139,515
    
    
    
    26.62
    %Second mortgages
    
    
    14,356
    
    
    
    2.60
    %
    
    
    15,599
    
    
    
    2.98
    %Multifamily
    
    
    9,152
    
    
    
    1.66
    %
    
    
    9,370
    
    
    
    1.79
    %Agriculture
    
    
    4,859
    
    
    
    0.88
    %
    
    
    5,143
    
    
    
    0.98
    %Total real estate loans
    
    
    481,098
    
    
    
    87.08
    %
    
    
    457,296
    
    
    
    87.26
    %Commercial loans
    
    
    45,685
    
    
    
    8.27
    %
    
    
    45,320
    
    
    
    8.65
    %Consumer installment loansPersonal
    
    
    13,490
    
    
    
    2.44
    %
    
    
    14,457
    
    
    
    2.76
    %All other loans
    
    
    12,228
    
    
    
    2.21
    %
    
    
    7,005
    
    
    
    1.33
    %Gross loans
    
    
    552,501
    
    
    
    100.00
    %
    
    
    524,078
    
    
    
    100.00
    %Less unearned income on loans
    
    
    (702
    )
    
    
    
    
    
    
    (780
    )Loans, net of unearned income
    
    $
    551,799
    
    
    
    
    
    
    $
    523,298
   AmountImpaired loans without a valuation allowance
    
    $
    65,686Impaired loans with a valuation allowance
    
    
    24,681Total impaired loans
    
    $
    90,367Valuation allowance related to impaired loans
    
    $
    6,729Total nonaccrual loans
    
    $
    24,482Total loans 90 days or more past due and still accruing
    
    $
    514Average investment in impaired loans during the six months ending June 30, 2009
    
    $
    92,128Interest income recognized on impaired loans
    
    $
    773Interest income recognized on a cash basis on impaired loans
    
    $
    773
 17




---



##### 



9. FDIC COVERED ASSETS
  Accounting for Certain Loans or Debt Securities Acquired in a Transfer,
 Non SOP 03-3SOP 03-3 Loans
    
    Loans
    
    Other
    
    TotalCommercial related loans
    
    $
    13,753
    
    
    $
    15,536
    
    
    $
    
    
    
    $
    29,289Mortgage and other loans
    
    
    12,101
    
    
    
    130,519
    
    
    
    
    
    
    
    142,620Foreclosed real estate
    
    
    
    
    
    
    
    
    
    
    21,525
    
    
    
    21,525FDIC receivable for covered assets
    
    
    
    
    
    
    
    
    
    
    83,829
    
    
    
    83,829Estimated loss reimbursement from FDIC for expenses incurred
    
    
    
    
    
    
    
    
    
    
    1,173
    
    
    
    1,173Total FDIC covered assets
    
    $
    25,854
    
    
    $
    146,055
    
    
    $
    106,527
    
    
    $
    278,436
  10. ALLOWANCE FOR LOAN LOSSES
  (dollars in thousands)
    
    June 30, 2009
    
    
    June 30, 2008Beginning balance
    
    $
    6,939
    
    
    $
    4,993Provision for loan losses
    
    
    6,040
    
    
    
    234Recoveries of loans charged off
    
    
    82
    
    
    
    25Loans charged off
    
    
    (876
    )
    
    
    (70
    )Balance at end of period
    
    $
    12,185
    
    
    $
    5,182
 18




---



##### 



11. DEPOSITS
  Balance
by deposit type
    
    June 30, 2009
    
    December 31, 2008(dollars in thousands)NOW
    
    $
    90,380
    
    
    $
    76,575MMDA
    
    
    115,048
    
    
    
    55,200Savings
    
    
    58,380
    
    
    
    34,688Time deposits less than $100,000
    
    
    453,953
    
    
    
    303,424Time deposits greater than $100,000
    
    
    289,737
    
    
    
    276,762Total interest-bearing deposits
    
    $
    1,007,498
    
    
    $
    746,649
 12. EARNINGS PER SHARE
  19




---



##### 



Weighted(Loss)/
    
    
    AverageIncome
    
    
    Shares
    
    
    Per Share(dollars and shares in thousands, except per share data)
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountFor the Three Months ended June 30, 2009Basic EPS
    
    $
    (24,384
    )
    
    
    21,468
    
    
    $
    (1.14
    )Effect of dilutive stock awards and options
    
    
    
    
    
    
    
    
    
    
    Diluted EPS
    
    $
    (24,384
    )
    
    
    21,468
    
    
    $
    (1.14
    )For the Three Months ended June 30, 2008Basic EPS
    
    $
    288
    
    
    
    13,407
    
    
    $
    0.02Effect of dilutive stock awards and options
    
    
    
    
    
    
    1,876
    
    
    
    Diluted EPS
    
    $
    288
    
    
    
    15,283
    
    
    $
    0.02For the Six Months ended June 30, 2009Basic EPS
    
    $
    (13,711
    )
    
    
    21,468
    
    
    $
    (0.64
    )Effect of dilutive stock awards and options
    
    
    
    
    
    
    
    
    
    
    Diluted EPS
    
    $
    (13,711
    )
    
    
    21,468
    
    
    $
    (0.64
    )For the Six Months ended June 30, 2008Basic EPS
    
    $
    399
    
    
    
    11,391
    
    
    $
    0.04Effect of dilutive stock awards and options
    
    
    
    
    
    
    2,162
    
    
    
    (0.01
    )Diluted EPS
    
    $
    399
    
    
    
    13,553
    
    
    $
    0.03
  13. DEFINED BENEFIT PLAN
  Components of Net Periodic Benefit Cost
 Six Months EndedJune 30, 2009(In thousands)Service cost
    
    $
    184Interest cost
    
    
    162Expected return on plan assets
    
    
    (106
    )Amortization of prior service cost
    
    
    2Amortization of net obligation at transition
    
    
    (2
    )Amortization of net loss
    
    
    44Net periodic benefit cost
    
    $
    284
  20




---



##### 



14. SUBSEQUENT EVENTS
   
 Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Overview
    Caution About Forward-Looking Statements
   
    
    general economic and market conditions, either nationally or locally;
    
    the interest rate environment;
    
    competitive pressures among banks and financial institutions or from companies outside
the banking industry;
    
    real estate values;
 21




---



##### 




    
    the quality or composition of the Companys loan or investment portfolios;
    
    the demand for deposit, loan, and investment products and other financial services;
    
    the demand, development and acceptance of new products and services;
    
    the timing of future reimbursements from the FDIC to the Company under the shared-loss
agreements;
    
    consumer profiles and spending and savings habits;
    
    the securities and credit markets;
    
    the integration of banking and other internal operations, and associated costs, including
the integration of SFSBs operations in the third quarter of 2009;
    
    managements evaluation of goodwill and other assets on a periodic basis, and any
resulting impairment charges, under applicable accounting standards;
    
    the soundness of other financial institutions with which the Company does business;
    
    inflation;
    
    technology; and
    
    legislative and regulatory requirements.
   Critical Accounting Policies
  Allowance for Loan and Lease Losses
  Accounting by Creditors for Impairment of a Loan
 22




---



##### 



23




---



##### 



Income Taxes
 Accounting for Uncertainty in Income Taxes- an interpretation of FASB
Statement No. 109 Accounting for Income Taxes
 Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
   Financial Condition
    24




---



##### 



Results of Operations
 Net Income
   Net Interest Income
    25




---



##### 



COMMUNITY BANKERS TRUST CORPORATION
NET INTEREST MARGIN ANALYSIS
AVERAGE BALANCE SHEETS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009
 For the three months ended June 30, 2009
    
    
    For the six months ended June 30, 2009Average
    
    
    Interest
    
    
    Average
    
    
    Average
    
    
    Interest
    
    
    AverageBalance
    
    
    Income/
    
    
    Rates
    
    
    Balance
    
    
    Income/
    
    
    RatesSheet
    
    
    Expense
    
    
    Earned/Paid
    
    
    Sheet
    
    
    Expense
    
    
    Earned/Paid(Dollars in thousands)ASSETS:Loans, including fees
    
    $
    548,577
    
    
    $
    9,631
    
    
    
    7.02
    %
    
    $
    541,184
    
    
    $
    18,047
    
    
    
    6.67
    %FDIC covered loans
    
    
    261,205
    
    
    
    3,016
    
    
    
    4.62
    %
    
    
    232,513
    
    
    
    6,286
    
    
    
    5.41
    %Interest bearing bank balances
    
    

    19,741
    
    
    
    81
    
    
    
    1.64
    %
    
    
    34,122
    
    
    
    202
    
    
    
    1.18
    %Federal funds sold
    
    
    24,142
    
    
    
    12
    
    
    
    0.20
    %
    
    
    20,041
    
    
    
    26
    
    
    
    0.26
    %Investments (taxable)
    
    
    262,007
    
    
    
    2,607
    
    
    
    3.98
    %
    
    
    264,566
    
    
    
    5,499
    
    
    
    4.16
    %Investments (tax exempt)
    
    
    83,505
    
    
    
    1,242
    
    
    
    5.95
    %
    
    
    80,232
    
    
    
    2,389
    
    
    
    5.96
    %Total earning assets
    
    
    1,199,177
    
    
    
    16,589
    
    
    
    5.53
    %
    
    
    1,172,658
    
    
    
    32,449
    
    
    
    5.53
    %Allowance for loan losses
    
    
    (11,009
    )
    
    
    
    
    
    
    
    
    
    
    (9,280
    )Non-earning assets
    
    
    137,175
    
    
    
    
    
    
    
    
    
    
    
    133,414Total assets
    
    $
    1,325,343
    
    
    
    
    
    
    
    
    
    
    $
    1,296,792LIABILITIES AND STOCKHOLDERS EQUITYDeposits:Demand -Interest bearing
    
    $
    203,965
    
    
    $
    485
    
    
    
    0.95
    %
    
    $
    191,231
    
    
    $
    1,175
    
    
    
    1.23
    %Savings
    
    
    57,364
    
    
    
    114
    
    
    
    0.79
    %
    
    
    53,252
    
    
    
    274
    
    
    
    1.03
    %Time deposits
    
    
    763,276
    
    
    
    5,700
    
    
    
    2.99
    %
    
    
    744,007
    
    
    
    10,968
    
    
    
    2.95
    %Total deposits
    
    
    1,024,605
    
    
    
    6,299
    
    
    
    2.46
    %
    
    
    988,490
    
    
    
    12,417
    
    
    
    2.51
    %FHLB and other borrowings
    
    
    41,913
    
    
    
    390
    
    
    
    3.72
    %
    
    
    47,437
    
    
    
    737
    
    
    
    3.11
    %Total interest-bearing
liabilities
    
    
    1,066,518
    
    
    
    6,689
    
    
    
    2.51
    %
    
    
    1,035,927
    
    
    
    13,154
    
    
    
    2.54
    %Non-interest bearing
deposits
    
    
    61,421
    
    
    
    
    
    
    
    
    
    
    
    61,301Other liabilities
    
    
    31,056
    
    
    
    
    
    
    
    
    
    
    
    31,253Total liabilities
    
    
    1,158,995
    
    
    
    
    
    
    
    
    
    
    
    1,128,481Stockholders equity
    
    
    166,348
    
    
    
    
    
    
    
    
    
    
    
    168,311Total liabilities and
stockholders equity
    
    $
    1,325,343
    
    
    
    
    
    
    
    
    
    
    $
    1,296,792Net interest earnings
    
    
    
    
    
    $
    9,900
    
    
    
    
    
    
    
    
    
    
    $
    19,295Interest rate spread
    
    
    
    
    
    
    
    
    
    
    3.02
    %
    
    
    
    
    
    
    
    
    
    
    2.99
    %Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.30
    %
    
    
    
    
    
    
    
    
    
    
    3.29
    %
 
 (1)
    
    Income and yields are reported on a tax equivalent basis assuming a federal tax rate of 34%. 26




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##### 



Provision for Credit Losses
  Asset Quality
 Noninterest Income
   Noninterest Expenses
   Income Taxes
  27




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##### 



Asset Quality
      28




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##### 



(dollars
in thousands)
    
    June 30, 2009
    
    December 31, 2008Nonaccrual loans
    
    $
    24,482
    
    
    $
    4,534Loans past due over 90 days
    
    
    514
    
    
    
    397Other real estate owned
    
    
    864
    
    
    
    223Total nonperforming assets
    
    $
    25,860
    
    
    $
    5,154BalancesAllowance for loan losses
    
    $
    12,185
    
    
    $
    6,939Average loans during quarter, net of unearned income
    

    $
    548,577
    
    
    $
    511,042Loans, net of unearned income
    
    $
    551,799
    
    
    $
    523,298RatiosAllowance for loan losses to loans
    
    
    2.21
    %
    
    
    1.33
    %Allowance for loan losses to nonperforming assets
    
    
    47.12
    %
    
    
    134.63
    %Nonperforming
assets to loans and other real estate
    
    
    4.68
    %
    
    
    0.98
    %Net charge-offs for quarter to average loans, annualized
    
    
    0.25
    %
    
    
    0.32
    %
   (Dollars in thousands)
    
    
    % of TotalNonaccrual loans
    
    $
    64,419
    
    
    
    72.46
    %Loans past due over 90 days
    
    
    714
    
    
    
    58.14
    %Other real estate owned
    
    
    21,525
    
    
    
    96.14
    %Total nonperforming assets
    
    $
    86,658
    
    
    
    77.02
    %
  Capital Requirements
   29




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##### 



Liquidity
  Off-Balance Sheet Arrangements and Contractual Obligations
   
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
   30




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##### 



Change In Net Interest Income(dollers
in thousands)
    
    %
    
    $Interest Rate Shock:+200 basic points
    
    
    2.37
    %
    
    
    1,076+100 basic points
    
    
    1.00
    %
    
    
    455No change
    
    
    0.00
    %
    
    
    -100 basic points
    
    
    -2.19
    %
    
    
    (996
    )-200 basic points
    
    
    -2.83
    %
    
    
    (1,286
    )
    
 Item 4.
    
    Controls and Procedures
 Disclosure Controls and Procedures
   31




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##### 



Internal Control over Financial Reporting
        32




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##### 



Remediation Steps to Address Material Weakness
   33




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##### 



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
  
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3.
    
    Defaults upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  
    
    The stockholders elected each of P. Emerson Hughes, Jr., George M. Longest, Jr.,
John C. Watkins and Robin Traywick Williams as directors for a three-year term. The
elections were approved by the following votes:
 Directors
    
    Votes For
    
    Votes WithheldP. Emerson Hughes, Jr.
    
    
    15,929,246
    
    
    
    434,292George M. Longest, Jr.
    
    
    15,922,823
    
    
    
    440,715John C. Watkins
    
    
    15,839,809
    
    
    
    523,729Robin Traywick Williams
    
    
    14,498,992
    
    
    
    1,864,546
 
    
    The stockholders approved an amendment to the Companys certificate of
incorporation to increase the number of authorized shares of common stock to
200,000,000. With respect to this action, there were 12,399,126 votes for,
3,834,998 votes against, and 129,414 abstentions.
 
    
    The stockholders approved the following advisory (non-binding) proposal:
  With respect to this action, there were 13,290,569 votes for, 1,515,838 votes against,
and 1,557,131 abstentions.
 34




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##### 




    
    The stockholders approved the Community Bankers Trust Corporation 2009 Stock
Incentive Plan. With respect to this action, there were 12,228,729 votes for,
1,078,350 votes against, 467,902 abstentions and 2,588,557 broker non-votes.
    
    The stockholders ratified of the appointment of Elliott Davis, LLC as the
Companys independent registered public accounting firm for the 2009 year. With
respect to this action, there were 16,044,780 votes for, 77,068 votes against, and
241,690 abstentions.
  
 Item 5.
    
    Other Information
  
 Item 6.
    
    Exhibits
 Exhibit No.
    
    Description10.1
    
    Community Bankers Trust Corporation 2009 Stock Incentive Plan (1)31.1
    
    Rule 13a-14(a)/15d-14(a) Certification for Chief Executive Officer*31.2
    
    Rule 13a-14(a)/15d-14(a) Certification for Chief Financial Officer*32.1
    
    Section 1350 Certifications*
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to the Companys Current Report on Form 8-K filed on
June 24, 2009 (File No. 001-32590). 35




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##### 



SIGNATURES
  COMMUNITY BANKERS TRUST CORPORATION
(Registrant)/s/  George M. Longest, Jr.George M. Longest, Jr.President and Chief Executive OfficerDate: August 10, 2009/s/  Bruce E. ThomasBruce E. ThomasSenior Vice President and Chief Financial OfficerDate: August 10, 2009 36