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 12, 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 April 12, 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 first quarter ended March 31, 2016 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 12, 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, CPA

William P. Hornby, CPA

Chief Financial Officer and Treasurer

Dated: April 13, 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 INCREASED EARNINGS FOR Q1 2016, UP 7.0%; ASSET GROWTH TO RECORD SIZE OF $4.1 BB; REGULAR DIVIDEND DECLARED

Medford, MA, April 12, 2016—Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) (“the Company”) today announced net income of $5,307,000 for the quarter ended March 31, 2016, or $0.95 per Class A share diluted, an increase of 7.0% compared to net income of $4,959,000, or $0.89 per Class A share diluted, for the same period a year ago. Total assets increased 2.7% from $3.9 billion at December 31, 2015 to $4.1 billion at March 31, 2016.

Net interest income totaled $17.9 million for the quarter ended March 31, 2016 compared to $16.4 million for the same period in 2015. The 8.8% increase in net interest income for the period is primarily due to an increase in average earning assets. The net interest margin increased from 2.12% on a fully taxable equivalent basis for the first quarter of 2015 to 2.18% on the same basis for 2016. This was primarily the result of an increase in rates on earning assets. The average balances of earning assets increased by 6.8% combined with a similar increase in average deposits. Also, interest expense increased 13.6% as a result of an increase in deposit balances.

The provision for loan losses increased by $250,000 from $200,000 for the quarter ended March 31, 2015 to $450,000 for the same period in 2016, primarily as a result of an increase in loan balances. The Company’s effective tax rate decreased from 4.2% in 2015 to 1.2% in 2016 primarily as a result of an increase in tax-exempt income.

-more-

At March 31, 2016, total equity was $220.8 million compared to $214.5 million at December 31, 2015. 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, decreases in unrealized losses on securities available-for-sale, and amortization of the pension liability.

The Company’s leverage ratio stood at 6.72% at March 31, 2016, compared to 6.79% at December 31, 2015. 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 March 31, 2016 was $39.66 per share compared to $38.53 at December 31, 2015.

The Company’s allowance for loan losses was $23.5 million or 1.34% of loans outstanding at March 31, 2016, compared to $23.1 million or 1.33% of loans outstanding at December 31, 2015 and $22.5 million or 1.68% of loans outstanding at March 31, 2015. The change in the ratio of the allowance for loan losses to loans outstanding, when compared to March 31, 2015, was primarily due to changes in portfolio composition and related methodology enhancements to address these changes. Non-performing assets totaled $1.5 million at March 31, 2016, compared to $2.3 million at December 31, 2015 and $4.3 million at March 31, 2015.

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 16, 2016 to stockholders of record on May 2, 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)

	March 31, 2016		December 31, 2015
Assets
Cash and Due From Banks	$	71,655	$	52,877
Federal Funds Sold and Interest-bearing Deposits In Other Banks		232,995		167,847
Short-term Investments		3,241		3,233
Securities Available-for-Sale (AFS)		380,349		404,623
Securities Held-to-Maturity		1,412,702		1,438,903
Federal Home Loan Bank of Boston stock, at cost		23,909		28,807
Loans Held-for-Sale		48,180		—
Loans:
Commercial & Industrial		529,168		452,235
Municipal		85,227		85,685
Construction & Land Development		26,572		27,421
Commercial Real Estate		715,248		721,506
Residential Real Estate		215,040		255,346
Consumer and Other		12,826		11,323
Home Equity		178,377		178,020
Total Loans		1,762,458		1,731,536
Less: Allowance for Loan Losses		23,544		23,075
Net Loans		1,738,914		1,708,461
Bank Premises and Equipment, net		23,797		24,106
Accrued Interest Receivable		7,524		8,002
Goodwill		2,714		2,714
Other Assets		108,817		107,868
Total Assets	$	4,054,797	$	3,947,441
Liabilities
Demand Deposits	$	577,842	$	541,955
Interest Bearing Deposits:
Savings and NOW Deposits		1,197,257		1,070,585
Money Market Accounts		944,621		989,094
Time Deposits		446,185		473,426
Total Interest Bearing Deposits		2,588,063		2,533,105
Total Deposits		3,165,905		3,075,060
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		218,230		197,850
Other Borrowed Funds		356,000		368,000
Total Borrowed Funds		574,230		565,850
Other Liabilities		57,738		55,904
Subordinated Debentures		36,083		36,083
Total Liabilities		3,833,956		3,732,897
Total Stockholders’ Equity		220,841		214,544
Total Liabilities & Stockholders’ Equity	$	4,054,797	$	3,947,441

Century Bancorp, Inc. and Subsidiaries

Consolidated Comparative Statements of Income (unaudited)

For the Quarter ended March 31, 2016 and 2015

(in thousands)

	Quarter ended March 31,
	2016		2015
Interest Income:
Loans	$	14,172	$	12,076
Securities Held-to-Maturity		7,812		8,168
Securities Available-for-Sale		964		732
Federal Funds Sold and Interest-bearing Deposits In Other Banks		315		196
Total Interest Income		23,263		21,172
Interest Expense:
Savings and NOW Deposits		838		628
Money Market Accounts		795		782
Time Deposits		1,358		1,156
Securities Sold Under Agreements to Repurchase		115		114
Other Borrowed Funds and Subordinated Debentures		2,307		2,085
Total Interest Expense		5,413		4,765
Net Interest Income		17,850		16,407
Provision For Loan Losses		450		200
Net Interest Income After
Provision for Loan Losses		17,400		16,207
Other Operating Income
Service Charges on Deposit Accounts		1,937		1,913
Lockbox Fees		789		788
Net Gain on Sales of Loans		—		99
Other Income		928		705
Total Other Operating Income		3,654		3,505
Operating Expenses
Salaries and Employee Benefits		9,776		9,134
Occupancy		1,579		1,605
Equipment		636		593
FDIC Assessment		568		503
Other		3,124		2,703
Total Operating Expenses		15,683		14,538
Income Before Income Taxes		5,371		5,174
Income Tax (Benefit) Expense		64		215
Net Income	$	5,307	$	4,959

Century Bancorp, Inc. and Subsidiaries

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

(in thousands)

	March 31, 2016			March 31, 2015
Assets
Cash and Due From Banks	$	69,928		$	71,131
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		245,933			300,638
Securities Available-For-Sale (AFS)		414,483			466,673
Securities Held-to-Maturity (HTM)		1,434,888			1,530,383
Total Loans		1,786,909			1,338,433
Less: Allowance for Loan Losses		23,283			22,511
Net Loans		1,763,626			1,315,922
Unrealized (Loss)Gain on Securities AFS and HTM Transfers		(11,047	)		(16,432	)
Bank Premises and Equipment		24,013			24,244
Accrued Interest Receivable		8,133			7,071
Goodwill		2,714			2,714
Other Assets		109,806			96,015
Total Assets	$	4,062,477		$	3,798,359
Liabilities
Demand Deposits	$	557,116		$	490,020
Interest Bearing Deposits:
Savings and NOW Deposits		1,217,853			1,096,744
Money Market Accounts		976,910			999,901
Time Deposits		448,409			377,433
Total Interest Bearing Deposits		2,643,172			2,474,078
Total Deposits		3,200,288			2,964,098
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		222,579			248,508
Other Borrowed Funds		330,286			303,024
Total Borrowed Funds		552,865			551,532
Other Liabilities		55,639			51,639
Subordinated Debentures		36,083			36,083
Total Liabilities		3,844,875			3,603,352
Total Stockholders’ Equity		217,602			195,007
Total Liabilities & Stockholders’ Equity	$	4,062,477		$	3,798,359
Total Average Earning Assets - YTD	$	3,882,213		$	3,636,127

Century Bancorp, Inc. and Subsidiaries

Consolidated Selected Key Financial Information (unaudited)

(in thousands, except share data)

	March 31, 2016			March 31, 2015
Performance Measures:
Earnings per average Class A share, diluted, quarter	$	0.95		$	0.89
Return on average assets, year-to-date		0.53	%		0.53	%
Return on average stockholders’ equity, year-to-date		9.81	%		10.31	%
Net interest margin (taxable equivalent), quarter		2.18	%		2.12	%
Efficiency ratio, year-to-date - Non-GAAP (1)		63.5	%		64.6	%
Book value per share	$	39.66		$	35.53
Tangible book value per share - Non-GAAP (1)	$	39.18		$	35.04
Tangible capital / tangible assets - Non-GAAP (1)		5.38	%		5.17	%
Common Share Data:
Average Class A shares outstanding, diluted, quarter		5,567,909			5,567,909
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		1.34	%		1.68	%
Nonaccrual loans	$	1,491		$	4,260
Nonperforming assets	$	1,491		$	4,260
Loans 90 days past due and still accruing	$	—		$	34
Accruing troubled debt restructures	$	2,865		$	3,238
Net (recoveries)charge-offs, year-to-date	$	(19	)	$	(11	)
Leverage ratio		6.72	%*		6.60	%*
Common equity tier 1 risk weighted capital ratio		9.83	%*		11.00	%*
Tier 1 risk weighted capital ratio		11.27	%*		12.78	%*
Total risk weighted capital ratio		12.24	%*		13.93	%*
Total risk weighted assets	$	2,424,842	*	$	1,965,046	*
*  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)	$	15,683		$	14,538
Net interest income	$	17,850		$	16,407
Total other operating income		3,654			3,505
Tax equivalent adjustment		3,175			2,588
Total income(denominator)	$	24,679		$	22,500
Efficiency ratio, year - Non-GAAP		63.5	%		64.6	%
Calculation of tangible book value per share:
Total stockholders’ equity	$	220,841		$	197,828
Less: goodwill		2,714			2,714
Tangible stockholders’ equity(numerator)	$	218,127		$	195,114
Total shares outstanding at period end(denominator)		5,567,909			5,567,909
Tangible book value per share - Non-GAAP	$	39.18		$	35.04
Book value per share - GAAP	$	39.66		$	35.53
Calculation of tangible capital / tangible assets:
Total stockholders’ equity	$	220,841		$	197,828
Less: goodwill		2,714			2,714
Tangible stockholders’ equity(numerator)	$	218,127		$	195,114
Total assets	$	4,054,797		$	3,773,323
Less: goodwill		2,714			2,714
Tangible assets(denominator)	$	4,052,083		$	3,770,609
Tangible capital / tangible assets - Non-GAAP		5.38	%		5.17	%
Capital / assets - GAAP		5.45	%		5.24	%