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: April 10, 2012

Century Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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 April 10, 2012, 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 first quarter ended March 31, 2012 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 April 10, 2012

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/ William P. Hornby

William P. Hornby, CPA

Chief Financial Officer and Treasurer

Dated: April 11, 2012

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:	William P. Hornby, CPA
	whornby@centurybank.com
Phone:	781-393-4630
Fax:	781-393-4071

CENTURY BANCORP, INC. ANNOUNCES INCREASED EARNINGS; ASSET GROWTH TO

RECORD SIZE OF $2.9BB; REGULAR DIVIDEND DECLARED

Medford, MA, April 10, 2012 - Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) (“the Company”) today announced net income of $3,808,000 for the quarter ended March 31, 2012, or $0.69 per share diluted, an increase of 2.2% compared to net income of $3,725,000, or $0.67 per share diluted, for the same period a year ago. Total assets increased 4.1% from $2.7 billion at December 31, 2011 to $2.9 billion at March 31, 2012.

Net interest income totaled $14.4 million for the quarter ended March 31, 2012 compared to $13.9 million for the same period in 2011. The 3.4% increase in net interest income for the period is due to an 11.1% increase in the average balances of earning assets, combined with a similar increase in average deposits, offset by a decrease in the net interest margin from 2.64% on a fully taxable equivalent basis in 2011 to 2.48% on the same basis for 2012.

The provision for loan losses decreased by $100,000 from $1.2 million for the quarter ended March 31, 2011 to $1.1 million, for the quarter ended March 31, 2012. The Company capitalized on favorable market conditions for the first quarter ended March 31, 2012 and realized net gains on sales of investments of $148,000, compared to $164,000 for the same period in 2011. Other income increased for the first quarter of 2012 compared to the same period last year primarily as a result of increased service charges on deposit accounts. FDIC assessments decreased for the quarter, primarily as a result of a decrease in the assessment rate, offset somewhat by an increase in the assessment base. The Company’s effective tax rate decreased from 8.1% in 2011 to 7.6% in 2012 primarily as a result of an increase in tax-exempt income.

At March 31, 2012, total equity was $165.9 million compared to $160.6 million at December 31, 2011. The Company’s equity increased primarily as a result of earnings and other comprehensive income, net of taxes, offset somewhat by dividends paid. The Company’s leverage ratio stood at 7.05% at March 31, 2012, compared to 7.21% at March 31, 2011. This decline in the leverage ratio is due to an increase in assets, offset by an increase in stockholders’ equity. Book value as of March 31, 2012 was $29.91 per share compared to $26.64 at March 31, 2011.

-more-

The Company’s allowance for loan losses was $17.4 million or 1.76% of loans outstanding at March 31, 2012, compared to $16.6 million or 1.68% of loans outstanding at December 31, 2011 and $15.0 million, or 1.58% of loans outstanding at March 31, 2011. Non-performing assets totaled $5.8 million at March 31, 2012, compared to $7.0 million at December 31, 2011 and $11.6 million at March 31, 2011.

The Company’s Board of Directors voted a regular quarterly dividend of 12.00 cents ($0.12) per share on the Company’s Class A common stock, and 6.00 cents ($0.06) per share on the Company’s Class B common stock. The dividends were declared payable May 15, 2012 to stockholders of record on May 1, 2012.

The Company, through its subsidiary bank, Century Bank and Trust Company, a state chartered full service commercial bank, operating twenty-four 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 or 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)

(in thousands)

	March 31, 2012		December 31, 2011
Assets
Cash and Due From Banks	$	43,266	$	50,187
Federal Funds Sold and Interest-bearing Deposits In Other Banks		87,996		157,579
Short-term Investments		13,303		18,351
Securities Available-For-Sale (AFS)		1,313,839		1,258,676
Securities Held-to-Maturity		316,223		179,368
Federal Home Loan Bank of Boston stock, at cost		15,146		15,531
Loans:
Commercial & Industrial		81,882		82,404
Construction & Land Development		36,937		56,819
Commercial Real Estate		502,413		487,495
Residential Real Estate		249,981		239,307
Consumer and Other		6,946		7,681
Home Equity		109,817		110,786
Total Loans		987,976		984,492
Less: Allowance for Loan Losses		17,434		16,574
Net Loans		970,542		967,918
Bank Premises and Equipment		21,848		21,757
Accrued Interest Receivable		6,094		6,022
Goodwill		2,714		2,714
Core Deposit Intangible		23		120
Other Assets		64,978		65,002
Total Assets	$	2,855,972	$	2,743,225
Liabilities
Demand Deposits	$	360,308	$	365,854
Interest Bearing Deposits:
Savings and NOW Deposits		746,741		708,988
Money Market Accounts		645,143		616,241
Time Deposits		439,474		433,501
Total Interest Bearing Deposits		1,831,358		1,758,730
Total Deposits		2,191,666		2,124,584
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		142,230		143,320
Other Borrowed Funds		241,143		244,143
Total Borrowed Funds		383,373		387,463
Other Liabilities		78,913		34,446
Subordinated Debentures		36,083		36,083
Total Liabilities		2,690,035		2,582,576
Total Stockholders’ Equity		165,937		160,649
Total Liabilities & Stockholders’ Equity	$	2,855,972	$	2,743,225

Century Bancorp, Inc. and Subsidiaries

Consolidated Comparative Statements of Income (unaudited)

For the Quarter ended March 31, 2012 and 2011

(in thousands)

	Quarter ended March 31,
	2012		2011
Interest Income:
Loans	$	12,048	$	12,105
Securities Held-to-Maturity		1,463		1,773
Securities Available-for-Sale		5,715		5,353
Federal Funds Sold and Interest-bearing Deposits In Other Banks		139		347
Total Interest Income		19,365		19,578
Interest Expense:
Savings and NOW Deposits		534		712
Money Market Accounts		605		705
Time Deposits		1,681		2,279
Securities Sold Under Agreements to Repurchase		92		110
Other Borrowed Funds and Subordinated Debentures		2,051		1,845
Total Interest Expense		4,963		5,651
Net Interest Income		14,402		13,927
Provision For Loan Losses		1,100		1,200
Net Interest Income After
Provision for Loan Losses		13,302		12,727
Other Operating Income
Service Charges on Deposit Accounts		1,988		1,887
Lockbox Fees		699		737
Net Gain on Sales of Investments		148		164
Other Income		784		747
Total Other Operating Income		3,619		3,535
Operating Expenses
Salaries and Employee Benefits		8,141		7,341
Occupancy		1,122		1,251
Equipment		583		558
FDIC Assessment		407		735
Other		2,547		2,325
Total Operating Expenses		12,800		12,210
Income Before Income Taxes		4,121		4,052
Income Tax Expense		313		327
Net Income	$	3,808	$	3,725

Century Bancorp, Inc. and Subsidiaries

Consolidated Year-to-Date Average Comparative Statements of Condition (unaudited)

(in thousands)

	March 31, 2012		March 31, 2011
Assets
Cash and Due From Banks	$	52,860	$	54,279
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		186,515		285,590
Securities Available-For-Sale (AFS)		1,264,583		956,831
Securities Held-to-Maturity		205,538		211,658
Total Loans		986,222		924,867
Less: Allowance for Loan Losses		17,079		14,587
Net Loans		969,143		910,280
Unrealized Gain on Securities AFS		15,652		4,708
Bank Premises and Equipment		21,805		21,148
Accrued Interest Receivable		6,188		6,757
Goodwill		2,714		2,714
Core Deposit Intangible		81		466
Other Assets		67,729		61,645
Total Assets	$	2,792,808	$	2,516,076
Liabilities
Demand Deposits	$	360,249	$	308,749
Interest Bearing Deposits:
Savings and NOW Deposits		796,649		710,725
Money Market Accounts		646,618		542,739
Time Deposits		416,272		445,696
Total Interest Bearing Deposits		1,859,539		1,699,160
Total Deposits		2,219,788		2,007,909
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		155,193		129,472
Other Borrowed Funds		181,825		167,404
Total Borrowed Funds		337,018		296,876
Other Liabilities		36,150		28,924
Subordinated Debentures		36,083		36,083
Total Liabilities		2,629,039		2,369,792
Total Stockholders’ Equity		163,769		146,284
Total Liabilities & Stockholders’ Equity	$	2,792,808	$	2,516,076
Total Average Earning Assets - YTD	$	2,642,858	$	2,378,946

Century Bancorp, Inc. and Subsidiaries

Consolidated Selected Key Financial Information (unaudited)

(in thousands, except share data)

	March 31, 2012			March 31, 2011
Performance Measures:
Earnings per average share, basic, quarter	$	0.69		$	0.67
Earnings per average share, diluted, quarter	$	0.69		$	0.67
Return on average assets, quarter		0.55	%		0.60	%
Return on average stockholders' equity, quarter		9.35	%		10.33	%
Net interest margin (taxable equivalent), quarter		2.48	%		2.64	%
Efficiency ratio, quarter		64.3	%		64.2	%
Book value per share	$	29.91		$	26.64
Tangible book value per share	$	29.41		$	26.08
Tangible capital / tangible assets		5.72	%		5.64	%
Common Share Data:
Average shares outstanding, basic, quarter		5,544,748			5,540,583
Average shares outstanding, diluted, quarter		5,545,711			5,541,927
Shares outstanding Class A		3,556,429			3,543,717
Shares outstanding Class B		1,991,880			1,996,880
Total shares outstanding at period end		5,548,309			5,540,597
Asset Quality and Other Data:
Allowance for loan losses / loans		1.76	%		1.58	%
Nonaccrual loans	$	4,573		$	10,790
Nonperforming assets	$	5,755		$	11,600
Loans 90 days past due and still accruing	$	743		$	592
Accruing troubled debt restructures	$	4,603		$	1,726
Net charge-offs, year-to-date	$	240		$	295
Leverage ratio		7.05	%		7.21	%
Tier 1 risk weighted capital ratio		14.67	%		14.50	%
Total risk weighted capital ratio		15.92	%		15.69	%
Total risk weighted assets	$	1,335,210		$	1,247,572