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 9, 2013

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 9, 2013, 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, 2013 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

(d) Exhibits

99.1 Century Bancorp, Inc. press release dated April 9, 2013

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 10, 2013

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 FOR Q1 2013, UP 18%; ASSET GROWTH TO RECORD SIZE OF $3.2 BB; REGULAR DIVIDEND DECLARED

Medford, MA, April 9, 2013—Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) (“the Company”) today announced net income of $4,476,000 for the quarter ended March 31, 2013, or $0.81 per Class A share diluted, an increase of 17.5% compared to net income of $3,808,000, or $0.69 per Class A share diluted, for the same period a year ago. Total assets increased 2.5% from $3.1 billion at December 31, 2012 to $3.2 billion at March 31, 2013.

Net interest income totaled $14.5 million for the quarter ended March 31, 2013 compared to $14.4 million for 2012. The 1.0% increase in net interest income for the period is due to a 13.0% increase in the average balances of earning assets, combined with a similar increase in average deposits. The net interest margin decreased from 2.48% on a fully taxable equivalent basis in 2012 to 2.25% on the same basis for 2013. This was primarily the result of a decrease in asset yields. Also, interest expense decreased primarily as a result of the continued decline in market rates.

The provision for loan losses decreased by $350,000 from $1.1 million for the quarter ended March 31, 2012 to $750,000 for the quarter ended March 31, 2013, primarily as a result of a lower level of charge-off activity. The Company capitalized on favorable market conditions for the first quarter ended March 31, 2013 and realized net gains on sales of investments of $883,000, as compared to $148,000 for the same period in 2012. The Company’s effective tax rate decreased from 7.6% in 2012 to 6.0% in 2013 primarily as a result of an increase in tax-exempt income.

At March 31, 2013, total equity was $181.0 million compared to $180.0 million at December 31, 2012. The Company’s equity increased primarily as a result of earnings, offset somewhat by an increase in other comprehensive loss, net of taxes, and dividends paid. The Company’s leverage ratio stood at 6.83% at March 31, 2013, compared to 6.80% at December 31, 2012. The increase in the leverage ratio is due to an increase in stockholders’ equity, offset somewhat, by an increase in assets. Book value as of March 31, 2013 was $32.58 per share compared to $32.40 at December 31, 2012.

-more-

The Company’s allowance for loan losses was $19.8 million or 1.74% of loans outstanding at March 31, 2013, compared to $19.2 million or 1.73% of loans outstanding at December 31, 2012 and $17.4 million or 1.76% of loans outstanding at March 31, 2012. The increase in the allowance for loan losses was due to the increase in the size and composition of the loan portfolio as well as qualitative factors. Non-performing assets totaled $4.1 million at March 31, 2013, compared to $4.5 million at December 31, 2012 and $5.8 million at March 31, 2012.

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, 2013 to stockholders of record on May 1, 2013.

The Company, through its subsidiary bank, Century Bank and Trust Company, a state chartered full service commercial bank, operating twenty-five 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, 2013		December 31, 2012
Assets
Cash and Due From Banks	$	47,504	$	53,646
Federal Funds Sold and Interest-bearing Deposits In Other Banks		197,281		98,637
Short-term Investments		12,111		17,367
Securities Available-For-Sale (AFS)		1,407,260		1,434,801
Securities Held-to-Maturity		260,545		275,507
Federal Home Loan Bank of Boston stock, at cost		14,862		15,146
Loans:
Commercial & Industrial		110,537		88,475
Construction & Land Development		34,021		38,618
Commercial Real Estate		570,441		576,465
Residential Real Estate		292,871		281,857
Consumer and Other		7,910		7,450
Home Equity		121,989		118,923
Total Loans		1,137,769		1,111,788
Less: Allowance for Loan Losses		19,759		19,197
Net Loans		1,118,010		1,092,591
Bank Premises and Equipment		23,669		23,899
Accrued Interest Receivable		6,011		5,811
Goodwill		2,714		2,714
Other Assets		72,168		66,090
Total Assets	$	3,162,135	$	3,086,209
Liabilities
Demand Deposits	$	416,109	$	438,429
Interest Bearing Deposits:
Savings and NOW Deposits		935,995		933,316
Money Market Accounts		730,791		653,345
Time Deposits		442,980		419,983
Total Interest Bearing Deposits		2,109,766		2,006,644
Total Deposits		2,525,875		2,445,073
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		187,080		191,390
Other Borrowed Funds		182,144		195,144
Total Borrowed Funds		369,224		386,534
Other Liabilities		49,935		38,529
Subordinated Debentures		36,083		36,083
Total Liabilities		2,981,117		2,906,219
Total Stockholders’ Equity		181,018		179,990
Total Liabilities & Stockholders’ Equity	$	3,162,135	$	3,086,209

Century Bancorp, Inc. and Subsidiaries

Consolidated Comparative Statements of Income (unaudited)

For the Quarter ended March 31, 2013 and 2012

(in thousands)

	Quarter ended March 31,
	2013		2012
Interest Income:
Loans	$	11,881	$	12,048
Securities Held-to-Maturity		1,520		1,463
Securities Available-for-Sale		5,617		5,715
Federal Funds Sold and Interest-bearing Deposits In Other Banks		119		139
Total Interest Income		19,137		19,365
Interest Expense:
Savings and NOW Deposits		610		534
Money Market Accounts		532		605
Time Deposits		1,334		1,681
Securities Sold Under Agreements to Repurchase		90		92
Other Borrowed Funds and Subordinated Debentures		2,026		2,051
Total Interest Expense		4,592		4,963
Net Interest Income		14,545		14,402
Provision For Loan Losses		750		1,100
Net Interest Income After
Provision for Loan Losses		13,795		13,302
Other Operating Income
Service Charges on Deposit Accounts		1,942		1,988
Lockbox Fees		772		699
Net Gain on Sales of Investments		883		148
Other Income		837		784
Total Other Operating Income		4,434		3,619
Operating Expenses
Salaries and Employee Benefits		8,618		8,141
Occupancy		1,282		1,122
Equipment		582		583
FDIC Assessment		400		407
Other		2,583		2,547
Total Operating Expenses		13,465		12,800
Income Before Income Taxes		4,764		4,121
Income Tax Expense		288		313
Net Income	$	4,476	$	3,808

Century Bancorp, Inc. and Subsidiaries

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

(in thousands)

	March 31, 2013		March 31, 2012
Assets
Cash and Due From Banks	$	57,871	$	52,860
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		170,727		186,515
Securities Available-For-Sale (AFS)		1,419,589		1,264,583
Securities Held-to-Maturity		268,199		205,538
Total Loans		1,126,752		986,222
Less: Allowance for Loan Losses		19,503		17,079
Net Loans		1,107,249		969,143
Unrealized Gain on Securities AFS		16,539		15,652
Bank Premises and Equipment		23,806		21,805
Accrued Interest Receivable		6,032		6,188
Goodwill		2,714		2,714
Other Assets		69,459		67,810
Total Assets	$	3,142,185	$	2,792,808
Liabilities
Demand Deposits	$	417,886	$	360,249
Interest Bearing Deposits:
Savings and NOW Deposits		988,678		796,649
Money Market Accounts		701,837		646,618
Time Deposits		394,669		416,272
Total Interest Bearing Deposits		2,085,184		1,859,539
Total Deposits		2,503,070		2,219,788
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		208,306		155,193
Other Borrowed Funds		174,522		181,825
Total Borrowed Funds		382,828		337,018
Other Liabilities		40,045		36,150
Subordinated Debentures		36,083		36,083
Total Liabilities		2,962,026		2,629,039
Total Stockholders’ Equity		180,159		163,769
Total Liabilities & Stockholders’ Equity	$	3,142,185	$	2,792,808
Total Average Earning Assets - YTD	$	2,985,267	$	2,642,858

Century Bancorp, Inc. and Subsidiaries

Consolidated Selected Key Financial Information (unaudited)

(in thousands, except share data)

	March 31, 2013			March 31, 2012
Performance Measures:
Earnings per average Class A share, diluted, quarter	$	0.81		$	0.69
Return on average assets, year-to-date		0.58	%		0.55	%
Return on average stockholders’ equity, year-to-date		10.08	%		9.35	%
Net interest margin (taxable equivalent), quarter		2.25	%		2.48	%
Efficiency ratio, year-to-date		64.0	%		64.3	%
Book value per share	$	32.58		$	29.91
Tangible book value per share	$	32.09		$	29.41
Tangible capital / tangible assets		5.64	%		5.72	%
Common Share Data:
Average Class A shares outstanding, diluted, quarter		5,557,365			5,545,711
Shares outstanding Class A		3,569,679			3,556,429
Shares outstanding Class B		1,986,880			1,991,880
Total shares outstanding at period end		5,556,559			5,548,309
Asset Quality and Other Data:
Allowance for loan losses / loans		1.74	%		1.76	%
Nonaccrual loans	$	4,144		$	4,573
Nonperforming assets	$	4,144		$	5,755
Loans 90 days past due and still accruing	$	—		$	743
Accruing troubled debt restructures	$	3,023		$	4,603
Net charge-offs, year-to-date	$	188		$	240
Leverage ratio		6.83	%		7.05	%
Tier 1 risk weighted capital ratio		14.30	%		14.67	%
Total risk weighted capital ratio		15.55	%		15.92	%
Total risk weighted assets	$	1,493,339		$	1,335,210