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: January 17, 2006

Century Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts	0-15752	04-2498617
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)
400 Mystic Avenue		02155
Medford, MA		(Zip Code)
(Address of principal executive offices)
	(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 DATED JANUARY 17, 2006

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 January 17, 2006, Century Bancorp, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing its earnings for the fourth quarter ended December 31, 2005 and the declaration of a regular quarterly dividend on Century Bancorp Inc.’s Class A and Class B common stock.

Item 9.01     Financial Statements and Exhibits

(c) Exhibits

99.1 Century Bancorp, Inc. press release dated January 17, 2006.

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: January 17, 2006

EX-99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:	Paul V. Cusick, Jr.
	pcusick@century-bank.com
Phone:	781-393-4601
Fax:	781-393-4071

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

Medford, MA, January 17, 2006—Century Bancorp Inc. (NASDAQ:CNBKA) (www.century-bank.com) (“the Company”) today announced net income of $1,271,000, or $0.23 per share diluted, for the fourth quarter ended December 31, 2005, compared to net income of $2,027,000, or $0.37 per share diluted, for the fourth quarter of 2004. For the entire year 2005, net income totaled $6,880,000, or $1.24 per share diluted, compared to net income of $8,881,000, or $1.60 per share diluted, for the same period a year ago.

Net interest income totaled $40.0 million for the year ended December 31, 2005, versus $41.4 million for the same period in 2004. The 3.4% decrease in net interest income for the period is mainly due to a decrease of seventeen basis points in the net interest margin, which was partially offset by a $43.0 million, or 2.9%, increase in average earnings assets.

At December 31, 2005, total equity was $103.2 million compared to $104.8 million at December 31, 2004. Century’s leverage ratio stood at 8.58% on December 31, 2005, compared to 8.27% for the same period a year ago. Book value as of December 31, 2005 was $18.64 per share compared to $18.93 for the same period last year.

Century’s allowance for loan losses was $9.3 million, or 1.35% of loans outstanding at the end of the fourth quarter, compared to $9.0 million, or 1.55% of loans outstanding at December 31, 2004. Non-performing assets totaled $0.9 million at December 31, 2005, compared to $1.3 million at the end of the previous quarter and $0.6 million at December 31, 2004.

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 February 15, 2006 to stockholders of record on February 1, 2006.

-more-

Century Bancorp, Inc., through its subsidiary bank, Century Bank and Trust Company, a state chartered full service commercial bank, operating twenty-three 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 (unaudited)
December 31, 2005 and 2004 (000’s)

	December 31,		December 31,
Assets	2005		2004
Cash and Due From Banks	$	47,626	$	36,209
Federal Funds Sold and Interest-bearing Deposits In Other Banks		105,053		202,026
Securities Available-For-Sale (AFS)		532,982		609,806
Securities Held-to-Maturity		286,578		345,369
Loans:
Commercial & Industrial		94,139		71,962
Construction & Land Development		58,846		51,918
Commercial Real Estate		302,279		258,524
Residential Real Estate		146,355		118,223
Consumer and Other		11,316		9,419
Home Equity		76,710		69,957
Total Loans		689,645		580,003
Less: Allowance for Loan Losses		9,340		9,001
Net Loans		680,305		571,002
Bank Premises and Equipment		25,228		26,265
Accrued Interest Receivable		7,127		6,800
Goodwill		2,714		2,714
Core Deposit Intangible		2,447		2,834
Other Assets		38,709		30,676
Total Assets	$	1,728,769	$	1,833,701
Liabilities
Demand Deposits	$	296,696	$	280,871
Interest Bearing Deposits:
Savings and NOW Deposits		239,326		268,317
Money Market Accounts		279,245		485,006
Time Deposits		401,773		359,816
Total Interest Bearing		920,344		1,113,139
Total Deposits		1,217,040		1,394,010
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		50,010		38,650
Federal Home Loan Bank Advances and Other Borrowed Funds		304,722		214,906
Total Borrowed Funds		354,732		253,556
Other Liabilities		17,713		15,640
Subordinated Debentures		36,083		65,722
Total Liabilities		1,625,568		1,728,928
Total Stockholders’ Equity		103,201		104,773
Total Liabilities & Stockholders’ Equity	$	1,728,769	$	1,833,701

Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Income (unaudited)
For the Quarter and Year-to-date ending
December 31, 2005 and 2004 (000’s)

	Quarter					Year-to-date
	2005		2004			2005		2004
	(unaudited)
Interest Income:
Loans	$	11,374	$	8,865		$	41,274	$	33,384
Securities Held-to-Maturity		2,678		3,351			11,635		12,296
Securities Available-for-Sale		4,711		4,293			19,540		18,529
Federal Funds Sold and Interest-bearing Deposits In Other Banks		25		383			362		824
Total Interest Income		18,788		16,892			72,811		65,033
Interest Expense:
Savings and NOW Deposits		889		545			3,552		2,268
Money Market Accounts		1,652		1,459			7,018		5,010
Time Deposits		2,612		1,964			8,835		6,833
Securities Sold Under Agreements to Repurchase		358		101			813		331
FHLB Borrowings, Other Borrowed Funds and Long Term Debt		3,910		2,509			12,602		9,204
Total Interest Expense		9,421		6,578			32,820		23,646
Net Interest Income		9,367		10,314			39,991		41,387
Provision For Loan Losses		150		150			600		300
Net Interest Income After Provision for Loan Losses		9,217		10,164			39,391		41,087
Other Operating Income
Service Charges on Deposit Accounts		1,400		1,356			5,846		5,271
Lockbox Fees		668		673			2,807		2,950
Brokerage Commissions		64		198			462		670
Net (Losses) Gains on Sales of Securities		0		(212	)		0		(91	)
Other Income		501		417			1,858		1,631
Total Other Operating Income		2,633		2,432			10,973		10,431
Operating Expenses
Salaries		4,754		4,637			18,679		17,752
Employee Benefits		1,325		1,085			5,518		5,514
Occupancy		995		667			3,798		2,997
Equipment		758		598			2,987		2,380
Other		2,269		2,465			9,336		9,020
Total Operating Expenses		10,101		9,452			40,318		37,663
Income Before Income Taxes		1,749		3,144			10,046		13,855
Income Tax Expense Provision for Income Taxes		478		1,117			3,166		4,974
Total Income Tax Expense		478		1,117			3,166		4,974
Net Income	$	1,271	$	2,027		$	6,880	$	8,881

Century Bancorp, Inc. and Subsidiaries
Consolidated Year-to-Date Average Comparative Statements of Condition (unaudited)
December 31, 2005 and 2004 (000’s)

	December 31,		December 31,
Assets	2005		2004
Cash and Due From Banks	$	53,887	$	57,965
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		15,897		69,712
Securities Available-For-Sale (AFS)		581,007		570,996
Securities Held-to-Maturity		311,738		319,860
Total Loans		641,103		546,147
Less: Allowance for Loan Losses		9,353		8,813
Net Loans		631,750		537,334
Bank Premises and Equipment		26,216		23,863
Accrued Interest Receivable		7,516		7,751
Goodwill		2,714		2,714
Core Deposit Intangible		2,644		3,033
Other Assets		25,348		24,980
Total Assets	$	1,658,717	$	1,618,208
Liabilities
Demand Deposits	$	283,876	$	279,361
Interest Bearing Deposits:
Savings and NOW Deposits		313,147		329,261
Money Market Accounts		366,622		412,220
Time Deposits		265,310		242,791
Total Interest Bearing		945,079		984,272
Total Deposits		1,228,955		1,263,633
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		39,746		40,937
Federal Home Loan Bank Advances and Other Borrowed Funds		232,064		162,327
Total Borrowed Funds		271,810		203,264
Other Liabilities		16,463		15,511
Subordinated Debentures		36,814		32,605
Total Liabilities		1,554,042		1,515,013
Total Stockholders’ Equity		104,675		103,195
Total Liabilities & Stockholders’ Equity	$	1,658,717	$	1,618,208
Total Average Earning Assets — QTD	$	1,533,646	$	1,541,160
Total Average Earning Assets — YTD	$	1,549,745	$	1,506,715

Century Bancorp, Inc. and Subsidiaries
Consolidated Selected Key Financial Information (unaudited)
December 31, 2005 and 2004
(dollars in thousands, except share data)

	2005			2004
Performance Measures:
Earnings per average share, basic, quarter	$	0.23		$	0.37
Earnings per average share, diluted, quarter	$	0.23		$	0.37
Earnings per average share, basic , year-to-date	$	1.24		$	1.61
Earnings per average share, diluted, year-to-date	$	1.24		$	1.60
Return on average assets, year-to-date		0.41	%		0.55	%
Return on average stockholders’ equity, year-to-date		6.57	%		8.61	%
Net interest margin (taxable equivalent), quarter		2.44	%		2.67	%
Net interest margin (taxable equivalent), year-to-date		2.58	%		2.75	%
Efficiency ratio, year-to-date		79.1	%		72.7	%
Book value per share	$	18.64		$	18.93
Tangible book value per share	$	17.71		$	17.93
Tangible capital/tangible assets		5.69	%		5.43	%
Common Share Data:
Average shares outstanding, basic, quarter		5,535,442			5,528,008
Average shares outstanding, basic, year-to-date		5,535,202			5,526,202
Average shares outstanding, diluted, quarter		5,548,548			5,547,913
Average shares outstanding, diluted, year-to-date		5,548,467			5,553,197
Shares outstanding Class A		3,453,202			3,434,448
Shares outstanding Class B		2,082,240			2,099,640
Total shares outstanding		5,535,442			5,534,088
Assets Quality and Other Data:
Allowance for loan losses/loans		1.35	%		1.55	%
Nonaccrual loans	$	949		$	628
Nonperforming assets	$	949		$	628
Loans 90 days past due and still accruing	$	0		$	160
Net charge-offs (recoveries)	$	261		$	68
Leverage ratio		8.58	%		8.27	%
Tier 1 risk weighted capital ratio		15.46	%		15.69	%
Total risk weighted capital ratio		16.48	%		20.14	%
Total risk weighted assets	$	913,853		$	868,788