8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: October 13, 2004

Century Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Massachusetts
(State or other jurisdiction of	(Commission File No.)	04-2498617
incorporation)	0-15752	(IRS Employer Identification No.)
400 Mystic Avenue Medford, MA (Address of principal executive offices)		02155 (Zip Code)

(781) 391-4000
(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE

Item 2.02 Results of Operations and Financial Condition

     The following information is furnished under Item 2.02 - “Results of Operations and Financial Condition” and such information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

     On October 12, 2004, Century Bancorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing third quarter 2004.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Century Bancorp, Inc. press release dated October 12, 2004 for the quarter ended September 30, 2004.

SIGNATURES

     Pursuant to the requirement of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTURY BANCORP, INC.

/s/ Paul V. Cusick, Jr. Paul V. Cusick, Jr.
Vice President and Treasurer

Dated: October 13, 2004

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact: Paul V. Cusick, Jr.

Phone: 781-393-4601

Fax: 781-393-4071

CENTURY BANCORP, INC. REPORTS THIRD QUARTER RESULTS AND DECLARES QUARTERLY DIVIDEND

Medford, MA, October 12, 2004—Century Bancorp Inc. (NASDAQ:CNBKA) (www.century-bank.com) (“the Company”) today announced net income of $2,133,000, or $0.38 per share diluted, for the third quarter ended September 30, 2004, compared to net income of $3,197,000, or $0.58 per share diluted, for the third quarter of 2003. For the first nine months of 2004, net income totaled $6,854,000 or $1.23 per share diluted, compared to net income of $8,481,000, or $1.53 per share diluted, for the same period a year ago. Included in income for the first nine months of 2003 is the previously announced net charge of $1,183,000 associated with the Real Estate Investment Trust (“REIT”) settlement. The net tax charge was a result of an agreement with the Massachusetts Department of Revenue (“DOR”) settling the dispute related to taxes that the DOR claimed were owed from the Company’s REIT.

Net interest income totaled $31.1 million for the nine-months ended September 30, 2004, versus $34.4 million for the same period in 2003. The 9.7% decrease in net interest income for the period is mainly due to a thirty-four basis point decrease in net interest margin. The decrease in the net interest margin was mainly attributable to assets continuing to reprice at historically low levels without a corresponding decrease in rates paid on deposits.

At September 30, 2004, total equity was $105.3 million compared to $103.8 million at September 30, 2003. Century’s leverage ratio stood at 8.31% on September 30, 2004, compared to 7.69% for the same period a year ago. Book value as of September 30, 2004 was $19.06 per share compared to $18.80 for the same period last year.

Century’s allowance for loan losses was $8.9 million, or 1.55% of loans outstanding at the end of the third quarter, compared to $9.0 million, or 1.80% of loans outstanding at September 30, 2003. Non-accruing loans totaled $0.7 million at September 30, 2004, compared to $0.9 million at the end of the previous quarter and $3.0 million at September 30, 2003.

-more-

Century’s Board of Directors voted a regular quarterly dividend of 12.00 cents ($0.12) per share on Century Class A common stock, and 6.00 cents ($0.06) per share on Century Class B common stock. The dividends were declared payable November 15, 2004 to stockholders of record on November 1, 2004.

Century Bancorp, Inc., through its subsidiary bank, Century Bank and Trust Company, a state chartered full service commercial bank, operating twenty-two full-service branches in the Greater Boston area, offers a full range of Business, Personal and Institutional Services.

Century Bank and Trust Company is a member of the FDIC and is an Equal Housing Lender.

This press release contains certain “forward-looking statements” with respect to the financial condition, results of operations and business of the Company. Actual results may differ from those contemplated by these statements. The Company wishes to caution readers not to place undue reliance on any forward-looking statements. The Company disclaims any intent obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise.

Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Condition
September 30, 2004 and 2003 (000’s)

	(unaudited)
	September 30,			September 30,
	2004			2003
Assets
Cash and Due From Banks	$	39,341		$	52,257
Federal Funds Sold and Interest-bearing Deposits In Other Banks		69,057			18
Securities Available-For-Sale (AFS)		505,016			788,205
Securities Held-to-Maturity		364,457			183,764
Loans:
Commercial & Industrial		73,930			40,889
Construction & Land Development		32,933			40,457
Commercial Real Estate		272,408			278,484
Residential Real Estate		113,234			87,526
Consumer and Other		9,996			7,522
Home Equity		67,931			47,418
Total Loans		570,432			502,296
Less: Allowance for Loan Losses		8,863			9,026
Net Loans		561,569			493,270
Bank Premises and Equipment		25,119			18,317
Accrued Interest Receivable		7,607			8,706
Goodwill		2,714			2,717
Core Deposit Intangible		2,932			3,319
Other Assets		28,919			19,779
Total Assets	$	1,606,731		$	1,570,352
Liabilities
Demand Deposits	$	267,348		$	269,779
Interest Bearing Deposits:
Savings and NOW Deposits		290,638			286,264
Money Market Accounts		421,605			429,220
Time Deposits		224,717			228,264
Total Interest Bearing		936,960			943,748
Total Deposits		1,204,308			1,213,527
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		38,210			49,010
Federal Home Loan Bank Advances and Other Borrowed Funds		210,285			164,494
Total Borrowed Funds		248,495			213,504
Other Liabilities		13,897			10,768
Investments Purchased Payable		5,077			0
Long Term Debt		29,639			28,750
Total Liabilities		1,501,416			1,466,549
Stockholders’ Equity
Common Stock		5,958			5,952
Additional Paid-In-Capital		11,267			11,175
Retained Earnings		96,671			88,764
Treasury Stock		(5,982	)		(5,982	)
Accumulated Other Comprehensive (Loss) Income, Net of Taxes		(2,599	)		3,894
Total Stockholders’ Equity		105,315			103,803
Total Liabilities & Stockholders’ Equity	$	1,606,731		$	1,570,352

Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Income
For the Quarter and Year-to-date ending
September 30, 2004 and 2003 (000’s)

	(unaudited)
	Quarter				Year-to-date
	2004		2003		2004		2003
Interest Income:
Loans	$	8,315	$	8,150	$	24,519	$	25,070
Securities Held-to-Maturity		3,438		1,780		8,945		5,103
Securities Available-for-Sale		4,276		6,921		14,236		22,315
Federal Funds Sold and Interest-bearing Deposits In Other Banks		48		111		441		323
Total Interest Income		16,077		16,962		48,141		52,811
Interest Expense:
Savings and NOW Deposits		598		592		1,723		2,017
Money Market Accounts		1,127		1,222		3,551		3,933
Time Deposits		1,467		1,920		4,869		5,641
Securities Sold Under Agreements to Repurchase		79		105		230		369
FHLB Borrowings, Other Borrowed Funds and Long Term Debt		2,290		2,041		6,695		6,442
Total Interest Expense		5,561		5,880		17,068		18,402
Net Interest Income		10,516		11,082		31,073		34,409
Provision For Loan Losses		150		0		150		450
Net Interest Income After Provision for Loan Losses		10,366		11,082		30,923		33,959
Other Operating Income
Service Charges on Deposit Accounts		1,457		1,202		3,915		3,548
Lockbox Fees		695		733		2,277		2,451
Brokerage Commissions		120		140		472		402
Net Gains on Sales of Securities		0		0		121		1
Other Income		229		267		1,214		1,090
Total Other Operating Income		2,501		2,342		7,999		7,492
Operating Expenses
Salaries		4,522		4,114		13,115		12,548
Employee Benefits		1,467		1,245		4,429		4,189
Occupancy		790		626		2,330		1,927
Equipment		629		445		1,782		1,226
Other		2,179		1,858		6,555		6,070
Total Operating Expenses		9,587		8,288		28,211		25,960
Income Before Income Taxes		3,280		5,136		10,711		15,491
Income Tax Expense
Provision for Income Taxes		1,147		1,939		3,857		5,827
Retroactive REIT Settlement		0		0		0		1,183
Total Income Tax Expense		1,147		1,939		3,857		7,010
Net Income	$	2,133	$	3,197	$	6,854	$	8,481

Century Bancorp, Inc. and Subsidiaries
Consolidated Year-to-Date Average Comparative Statements of Condition
September 30, 2004 and 2003 (000’s)

	September 30,			September 30,
	2004			2003
Assets
Cash and Due From Banks	$	58,932		$	59,392
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		65,709			29,516
Securities Available-For-Sale (AFS)		584,459			793,337
Securities Held-to-Maturity		308,652			152,133
Total Loans		536,330			500,493
Less: Allowance for Loan Losses		8,769			8,877
Net Loans		527,561			491,616
Bank Premises and Equipment		23,252			15,318
Accrued Interest Receivable		7,899			9,994
Goodwill		2,714			2,714
Core Deposit Intangible		3,082			1,776
Other Assets		24,671			25,235
Total Assets	$	1,606,931		$	1,581,031
Liabilities
Demand Deposits	$	276,824		$	262,768
Interest Bearing Deposits:
Savings and NOW Deposits		338,066			348,206
Money Market Accounts		408,614			389,611
Time Deposits		232,283			241,364
Total Interest Bearing		978,963			979,181
Total Deposits		1,255,787			1,241,949
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		40,011			53,497
Federal Home Loan Bank Advances and Other Borrowed Funds		162,501			138,211
Total Borrowed Funds		202,512			191,708
Other Liabilities		15,416			18,070
Long Term Debt		29,639			28,750
Total Liabilities		1,503,354			1,480,477
Stockholders’ Equity
Common Stock		5,957			5,950
Additional Paid-In Capital		11,249			11,139
Retained Earnings		94,390			84,740
Treasury Stock		(5,982	)		(5,982	)
Accumulated Other Comprehensive (Loss) Income, Net of Taxes		(2,037	)		4,707
Total Stockholders’ Equity		103,577			100,554
Total Liabilities & Stockholders’ Equity	$	1,606,931		$	1,581,031
Total Average Earning Assets - QTD	$	1,464,569		$	1,496,806
Total Average Earning Assets - YTD	$	1,495,150		$	1,475,479

Century Bancorp, Inc. and Subsidiaries
Consolidated Selected Key Financial Information
September 30, 2004 and 2003 (000’s)

	2004			2003
Performance Measures:
Earnings per average share, basic, quarter	$	0.39		$	0.58
Earnings per average share, diluted, quarter	$	0.38		$	0.58
Earnings per average share, basic , year-to-date	$	1.24		$	1.54
Earnings per average share, diluted, year-to-date	$	1.23		$	1.53
Return on average assets, year-to-date		0.57	%		0.72	%
Return on average stockholders’ equity, year-to-date		8.84	%		11.28	%
Net interest margin (taxable equivalent), year-to-date		2.77	%		3.11	%
Efficiency ratio, year-to-date		72.2	%		61.2	%
Book value per share	$	19.06		$	18.80
Tangible book value per share	$	18.04		$	17.71
Tangible capital / tangible assets		6.23	%		6.25	%
Common Share Data:
Average shares outstanding, basic, quarter		5,526,438			5,520,025
Average shares outstanding, basic, year-to-date		5,525,594			5,518,587
Average shares outstanding, diluted, quarter		5,552,202			5,553,470
Average shares outstanding, diluted, year-to-date		5,553,997			5,543,722
Shares outstanding Class A		3,426,698			3,405,688
Shares outstanding Class B		2,099,740			2,115,100
Total shares outstanding		5,526,438			5,520,788
Assets Quality and Other Data:
Allowance for loan losses / loans		1.55	%		1.80	%
Nonaccrual loans	$	663		$	2,982
Nonperforming assets	$	663		$	2,982
Loans 90 days past due and still accruing	$	0		$	98
Net charge-offs (recoveries)	$	56		($	70	)
Leverage ratio		8.31	%		7.69	%
Tier 1 risk weighted capital ratio		16.86	%		17.23	%
Total risk weighted capital ratio		18.00	%		18.48	%
Total risk weighted assets	$	773,084		$	711,207