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 19, 2016

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 January 19, 2016, 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, 2015 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 January 19, 2016.

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: January 20, 2016

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

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

CENTURY BANCORP, INC. ANNOUNCES 6TH CONSECUTIVE YEAR OF RECORD EARNINGS FOR 2015, UP 5.3%; LOAN GROWTH OF 30%; ASSET GROWTH TO $3.9 BB; REGULAR DIVIDEND DECLARED

Medford, MA, January 19, 2016—-Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) (“the Company”) today announced record net income of $23,021,000 for the year ended December 31, 2015, or $4.13 per Class A share diluted, an increase of 5.3% compared to net income of $21,860,000, or $3.93 per Class A share diluted, for 2014. Total assets increased 8.9% from $3.6 billion at December 31, 2014 to $3.9 billion at December 31, 2015. For the quarter ended December 31, 2015, net income totaled $5,971,000 or $1.07 per Class A share diluted, an increase of 6.2% compared to net income of $5,623,000, or $1.01 per Class A share diluted, for the same period a year ago.

Net interest income totaled $70.0 million for the year ended December 31, 2015 compared to $66.2 million for the same period in 2014. The 5.6% increase in net interest income for the period is primarily due to an increase in average earning assets. The net interest margin decreased from 2.22% on a fully taxable equivalent basis in 2014 to 2.18% on the same basis for 2015. This was primarily the result of a decrease in rates on earning assets. The average balances of earning assets increased by 8.3% combined with a similar increase in average deposits. Also, interest expense increased 5.2% as a result of an increase in deposit balances.

The provision for loan losses decreased by $1,850,000 from $2,050,000 for the year ended December 31, 2014 to $200,000 for 2015, primarily as a result of changes in portfolio composition, related methodology enhancements to address these changes, as well as net recoveries being realized during the year. The Company’s effective tax rate decreased from 3.8% in 2014 to 2.3% in 2015 primarily as a result of an increase in tax-exempt income.

-more-

At December 31, 2015, total equity was $214.5 million compared to $192.5 million at December 31, 2014. The Company’s equity increased primarily as a result of earnings and a decrease in other comprehensive loss, net of taxes, offset somewhat by dividends paid. Other comprehensive loss, net of taxes, decreased primarily as a result of a decrease in unrealized losses on securities transferred from available-for-sale to held-to-maturity.

The Company’s leverage ratio stood at 6.79% at December 31, 2015, compared to 6.91% at December 31, 2014. The decrease in the leverage ratio was due to an increase in quarterly average assets, offset somewhat by an increase in stockholders’ equity. Book value as of December 31, 2015 was $38.53 per share compared to $34.57 at December 31, 2014.

The Company’s allowance for loan losses was $23.1 million or 1.33% of loans outstanding at December 31, 2015, compared to $22.3 million or 1.68% of loans outstanding at December 31, 2014. The change in the ratio of the allowance for loan losses to loans outstanding was primarily due to changes in portfolio composition and related methodology enhancements to address these changes. Non-performing assets totaled $2.3 million at December 31, 2015, compared to $4.1 million at December 31, 2014.

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 February 16, 2016 to stockholders of record on February 1, 2016.

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

	December 31, 2015		December 31, 2014
Assets
Cash and Due From Banks	$	52,877	$	43,367
Federal Funds Sold and Interest-bearing Deposits In Other Banks		167,847		261,991
Short-term Investments		3,233		2,131
Securities Available-For-Sale (AFS)		404,623		448,390
Securities Held-to-Maturity		1,438,903		1,406,792
Federal Home Loan Bank of Boston stock, at cost		28,807		24,916
Loans:
Commercial & Industrial		452,235		149,732
Municipal		85,685		41,850
Construction & Land Development		27,421		22,744
Commercial Real Estate		721,506		696,272
Residential Real Estate		255,346		257,305
Consumer and Other		11,323		12,188
Home Equity		178,020		151,275
Total Loans		1,731,536		1,331,366
Less: Allowance for Loan Losses		23,075		22,318
Net Loans		1,708,461		1,309,048
Bank Premises and Equipment, net		24,106		24,182
Accrued Interest Receivable		8,002		6,241
Goodwill		2,714		2,714
Other Assets		107,868		94,264
Total Assets	$	3,947,441	$	3,624,036
Liabilities
Demand Deposits	$	541,955	$	484,928
Interest Bearing Deposits:
Savings and NOW Deposits		1,070,585		978,619
Money Market Accounts		989,094		890,899
Time Deposits		473,426		383,145
Total Interest Bearing Deposits		2,533,105		2,252,663
Total Deposits		3,075,060		2,737,591
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		197,850		212,360
Other Borrowed Funds		368,000		395,500
Total Borrowed Funds		565,850		607,860
Other Liabilities		55,904		50,002
Subordinated Debentures		36,083		36,083
Total Liabilities		3,732,897		3,431,536
Total Stockholders’ Equity		214,544		192,500
Total Liabilities & Stockholders’ Equity	$	3,947,441	$	3,624,036

Century Bancorp, Inc. and Subsidiaries

Consolidated Comparative Statements of Income (unaudited)

For the Quarter and Year ended December 31, 2015 and 2014

(in thousands)

	Quarter ended December 31,					Year ended December 31,
	2015			2014		2015		2014
Interest Income:
Loans	$	13,531		$	12,340	$	52,128	$	50,108
Securities Held-to-Maturity		8,015			7,841		34,388		31,745
Securities Available-for-Sale		842			800		3,141		3,166
Federal Funds Sold and Interest-bearing Deposits In Other Banks		108			81		436		352
Total Interest Income		22,496			21,062		90,093		85,371
Interest Expense:
Savings and NOW Deposits		768			628		2,817		2,539
Money Market Accounts		762			682		3,038		2,715
Time Deposits		1,293			1,106		4,887		4,421
Securities Sold Under Agreements to Repurchase		116			107		487		391
Other Borrowed Funds and Subordinated Debentures		2,335			2,317		8,905		9,070
Total Interest Expense		5,274			4,840		20,134		19,136
Net Interest Income		17,222			16,222		69,959		66,235
Provision For Loan Losses		—			400		200		2,050
Net Interest Income After
Provision for Loan Losses		17,222			15,822		69,759		64,185
Other Operating Income
Service Charges on Deposit Accounts		1,944			1,995		7,732		8,063
Lockbox Fees		753			754		3,211		3,099
Net Gain on Sales of Investments		424			450		594		450
Net Gain on Sales of Loans		292			536		1,034		757
Other Income		1,035			693		3,422		2,902
Total Other Operating Income		4,448			4,428		15,993		15,271
Operating Expenses
Salaries and Employee Benefits		9,895			8,764		38,596		35,096
Occupancy		1,495			1,398		6,116		5,503
Equipment		677			620		2,626		2,329
FDIC Assessment		550			494		2,152		1,970
Other		3,177			3,230		12,708		11,832
Total Operating Expenses		15,794			14,506		62,198		56,730
Income Before Income Taxes		5,876			5,744		23,554		22,726
Income Tax (Benefit) Expense		(95	)		121		533		866
Net Income	$	5,971		$	5,623	$	23,021	$	21,860

Century Bancorp, Inc. and Subsidiaries

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

(in thousands)

	December 31, 2015			December 31, 2014
Assets
Cash and Due From Banks	$	67,700		$	65,599
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		157,765			129,472
Securities Available-For-Sale (AFS)		454,638			500,928
Securities Held-to-Maturity (HTM)		1,603,530			1,499,995
Total Loans		1,507,546			1,307,888
Less: Allowance for Loan Losses		22,559			21,876
Net Loans		1,484,987			1,286,012
Unrealized (Loss)Gain on Securities AFS and HTM Transfers		(14,430	)		(20,172	)
Bank Premises and Equipment		24,261			23,516
Accrued Interest Receivable		7,537			7,095
Goodwill		2,714			2,714
Other Assets		103,918			88,040
Total Assets	$	3,892,620		$	3,583,199
Liabilities
Demand Deposits	$	518,161		$	481,035
Interest Bearing Deposits:
Savings and NOW Deposits		1,139,449			1,096,303
Money Market Accounts		951,197			920,485
Time Deposits		408,712			372,699
Total Interest Bearing Deposits		2,499,358			2,389,487
Total Deposits		3,017,519			2,870,522
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		245,276			216,937
Other Borrowed Funds		338,025			235,627
Total Borrowed Funds		583,301			452,564
Other Liabilities		51,246			35,033
Subordinated Debentures		36,083			36,083
Total Liabilities		3,688,149			3,394,202
Total Stockholders’ Equity		204,471			188,997
Total Liabilities & Stockholders’ Equity	$	3,892,620		$	3,583,199
Total Average Earning Assets - QTD	$	3,771,711		$	3,416,046
Total Average Earning Assets - YTD	$	3,723,479		$	3,438,283

Century Bancorp, Inc. and Subsidiaries

Consolidated Selected Key Financial Information (unaudited)

(in thousands, except share data)

	December 31, 2015			December 31, 2014
Performance Measures:
Earnings per average Class A share, diluted, quarter	$	1.07		$	1.01
Earnings per average Class A share, diluted, year	$	4.13		$	3.93
Return on average assets, year		0.59	%		0.61	%
Return on average stockholders’ equity, year		11.26	%		11.57	%
Net interest margin (taxable equivalent), quarter		2.12	%		2.18	%
Net interest margin (taxable equivalent), year		2.18	%		2.22	%
Efficiency ratio, year - Non-GAAP (1)		64.1	%		62.0	%
Book value per share	$	38.53		$	34.57
Tangible book value per share - Non-GAAP (1)	$	38.04		$	34.09
Tangible capital / tangible assets - Non-GAAP (1)		5.37	%		5.24	%
Common Share Data:
Average Class A shares outstanding, diluted, quarter		5,567,909			5,567,855
Average Class A shares outstanding, diluted, year		5,567,909			5,562,209
Shares outstanding Class A		3,600,729			3,600,729
Shares outstanding Class B		1,967,180			1,967,180
Total shares outstanding at period end		5,567,909			5,567,909
Asset Quality and Other Data:
Allowance for loan losses / loans		1.33	%		1.68	%
Nonaccrual loans	$	2,336		$	4,146
Nonperforming assets	$	2,336		$	4,146
Loans 90 days past due and still accruing	$	—		$	—
Accruing troubled debt restructures	$	2,893		$	3,296
Net (recoveries)charge-offs, year	$	(557	)	$	673
Leverage ratio		6.79	%*		6.91	%
Common equity tier 1 risk weighted capital ratio		10.04	%*		n/a
Tier 1 risk weighted capital ratio		11.55	%*		13.87	%
Total risk weighted capital ratio		12.54	%*		15.12	%
Total risk weighted assets	$	2,325,258	*	$	1,779,573

* computed utilizing recently implemented Basel III regulatory capital framework.

(1) Non-GAAP Financial Measures are reconciled in the following tables:

Calculation of Efficiency ratio:
Total operating expenses(numerator)	$	62,198		$	56,730
Net interest income	$	69,959		$	66,235
Total other operating income		15,993			15,271
Tax equivalent adjustment		11,140			10,033
Total income(denominator)	$	97,092		$	91,539
Efficiency ratio, year - Non-GAAP		64.1	%		62.0	%
Calculation of tangible book value per share:
Total stockholders’ equity	$	214,544		$	192,500
Less: goodwill		2,714			2,714
Tangible stockholders’ equity(numerator)	$	211,830		$	189,786
Total shares outstanding at period end(denominator)		5,567,909			5,567,909
Tangible book value per share - Non-GAAP	$	38.04		$	34.09
Book value per share - GAAP	$	38.53		$	34.57
Calculation of tangible capital / tangible assets:
Total stockholders’ equity	$	214,544		$	192,500
Less: goodwill		2,714			2,714
Tangible stockholders’ equity(numerator)	$	211,830		$	189,786
Total assets	$	3,947,441		$	3,624,036
Less: goodwill		2,714			2,714
Tangible assets(denominator)	$	3,944,727		$	3,621,322
Tangible capital / tangible assets - Non-GAAP		5.37	%		5.24	%
Capital / assets - GAAP		5.44	%		5.31	%