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 14, 2020

Century Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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

(781) 391-4000

(Registrant’s telephone number, including area code)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $1.00 par value	CNBKA	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 14, 2020, 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, 2020 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 14, 2020.

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 15, 2020

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 2020, UP 2.6%; ASSET GROWTH TO RECORD $5.6 BB; REGULAR DIVIDEND DECLARED

Medford, MA, April 14, 2020—Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) (“the Company”) today announced net income of $9,666,000 for the quarter ended March 31, 2020, or $1.74 per Class A share diluted, an increase of 2.6% compared to net income of $9,418,000, or $1.69 per Class A share diluted, for the same period a year ago. Total assets increased 1.3% from $5.49 billion at December 31, 2019 to $5.56 billion at March 31, 2020.

Net interest income totaled $25.2 million for the quarter ended March 31, 2020 compared to $23.4 million for the same period in 2019. The 7.5% increase in net interest income for the period is primarily due to an increase in average earning assets and prepayment penalties collected. Prepayment penalties collected amounted to approximately $874,000 for the first quarter of 2020 compared to $12,000 for the same period last year. The net interest margin remained stable at 2.11% on a fully taxable equivalent basis in 2019 and 2020. The average balances of earning assets increased by $244.6 million or 4.9%, combined with an average yield decrease of 0.14%, resulting in an increase in interest income of $718,000. The average balance of interest-bearing liabilities increased by $265.8 million or 6.6%, combined with an average interest-bearing liabilities interest cost decrease of 0.21%, resulting in a decrease in interest expense of $1.0 million.

The provision for loan losses increased by $700,000 from $375,000 for the quarter ended March 31, 2019 to $1,075,000 for the same period in 2020, primarily as a result of the economic uncertainties associated with the novel coronavirus disease (COVID–19) pandemic.

The Company’s effective tax rate increased from (1.3%) for the quarter ended March 31, 2019 to 5.8% for the same period in 2020. This was primarily as a result of a reduction in tax accruals, during 2019, related to sequestration of the refundable portion of our alternative minimum tax (AMT) credit carryforward. On January 14, 2019, the IRS updated its announcement “Effect of Sequestration on the Alternative Minimum Tax Credit for Corporations” to clarify that refundable AMT credits under Section 53(e) of the Internal Revenue Code are not subject to sequestration for taxable years beginning after December 31, 2017.

- more -

On March 27, 2020, the Coronavirus, Aid, Relief and Economic Security (CARES) Act was signed into law. As a result of the CARES Act, the full balance of the AMT credit will be refunded in 2020.

At March 31, 2020, total equity was $340.7 million compared to $332.6 million at December 31, 2019. The Company’s equity increased primarily as a result of earnings, offset somewhat by dividends paid.

The Company’s leverage ratio stood at 7.26% at March 31, 2020, compared to 7.25% at December 31, 2019. The increase in the leverage ratio was due to an increase in stockholders’ equity, offset somewhat by an increase in quarterly average assets. Book value as of March 31, 2020 was $61.19 per share compared to $59.73 at December 31, 2019.

The Company’s allowance for loan losses was $30.8 million or 1.23% of loans outstanding at March 31, 2020 compared to $29.6 million or 1.22% of loans outstanding at December 31, 2019, and $28.8 million or 1.25% of loans outstanding at March 31, 2019. The ratio of the allowance for loan losses to loans outstanding has increased from the December 31, 2019, primarily from increased allocations for economic factors associated with the COVID-19 pandemic. Non-performing assets totaled $1.7 million at March 31, 2020, compared to $2.0 million at December 31, 2019, and $3.7 million at March 31, 2019. Nonperforming assets decreased from the same period last year, mainly as a result of the resolution of one residential real estate property during the third quarter of 2019.

The CARES Act also allows companies to delay Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-13, Measurement of Credit Losses on Financial Instruments (CECL), including the current expected credit losses methodology for estimating allowances for credit losses. The Company has elected to delay FASB ASU 2016-13. This ASU will be delayed until the date on which the national emergency concerning the COVID–19 outbreak declared by the President on March 15, 2020 terminates or December 31, 2020, with an effective retrospective implementation date of January 1, 2020.

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, 2020 to stockholders of record on May 1, 2020.

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)

Assets	March 31, 2020		December 31, 2019
Cash and Due From Banks	$	64,523	$	44,420
Federal Funds Sold and Interest-bearing Deposits In Other Banks		218,488		214,273
Securities Available-for-Sale (AFS)		279,628		262,190
Securities Held-to-Maturity		2,304,074		2,351,120
Federal Home Loan Bank of Boston stock, at cost		17,241		19,471
Loans:
Commercial & Industrial		867,599		812,417
Municipal		141,588		120,455
Construction & Land Development		6,493		8,992
Commercial Real Estate		761,464		786,102
Residential Real Estate		393,338		371,897
Consumer and Other		21,039		21,893
Home Equity		307,373		304,363
Total Loans		2,498,894		2,426,119
Less: Allowance for Loan Losses		30,804		29,585
Net Loans		2,468,090		2,396,534
Bank Premises and Equipment, net		36,238		33,952
Accrued Interest Receivable		12,998		13,110
Goodwill		2,714		2,714
Other Assets		158,292		154,640
Total Assets	$	5,562,286	$	5,492,424
Liabilities
Demand Deposits	$	797,570	$	712,842
Interest Bearing Deposits:
Savings and NOW Deposits		1,662,414		1,678,250
Money Market Accounts		1,489,679		1,453,572
Time Deposits		612,849		555,447
Total Interest Bearing Deposits		3,764,942		3,687,269
Total Deposits		4,562,512		4,400,111
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		219,995		266,045
Other Borrowed Funds		312,120		370,955
Total Borrowed Funds		532,115		637,000
Other Liabilities		90,889		86,649
Subordinated Debentures		36,083		36,083
Total Liabilities		5,221,599		5,159,843
Total Stockholders' Equity		340,687		332,581
Total Liabilities & Stockholders' Equity	$	5,562,286	$	5,492,424

Century Bancorp, Inc. and Subsidiaries

Consolidated Comparative Statements of Income (unaudited)

For the quarter ended March 31, 2020 and 2019

(in thousands)

	Quarter ended March 31,
	2020		2019
Interest Income:
Loans	$	22,199	$	21,309
Securities Held-to-Maturity		15,293		13,788
Securities Available-for-Sale		1,693		2,631
Federal Funds Sold and Interest-bearing Deposits In Other Banks		610		1,349
Total Interest Income		39,795		39,077
Interest Expense:
Savings and NOW Deposits		3,725		5,466
Money Market Accounts		5,572		5,343
Time Deposits		3,172		2,793
Securities Sold Under Agreements to Repurchase		626		385
Other Borrowed Funds and Subordinated Debentures		1,499		1,652
Total Interest Expense		14,594		15,639
Net Interest Income		25,201		23,438
Provision For Loan Losses		1,075		375
Net Interest Income After Provision for Loan Losses		24,126		23,063
Other Operating Income:
Service Charges on Deposit Accounts		2,296		2,209
Lockbox Fees		930		1,089
Net Gain on Sales of Loans		—		15
Other Income		1,084		1,114
Total Other Operating Income		4,310		4,427
Operating Expenses:
Salaries and Employee Benefits		11,371		11,035
Occupancy		1,515		1,701
Equipment		837		783
Other		4,450		4,671
Total Operating Expenses		18,173		18,190
Income Before Income Taxes		10,263		9,300
Income Tax Expense		597		(118	)
Net Income	$	9,666	$	9,418

Century Bancorp, Inc. and Subsidiaries

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

(in thousands)

Assets	March 31, 2020			March 31, 2019
Cash and Due From Banks	$	77,723		$	74,836
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		173,928			225,870
Securities Available-For-Sale (AFS)		271,972			351,869
Securities Held-to-Maturity (HTM)		2,299,750			2,078,626
Total Loans		2,447,962			2,292,606
Less: Allowance for Loan Losses		29,765			28,708
Net Loans		2,418,197			2,263,898
Unrealized (Loss) Gain on Securities AFS and HTM Transfers		(3,152	)		(3,562	)
Bank Premises and Equipment		35,445			24,164
Accrued Interest Receivable		12,639			14,147
Goodwill		2,714			2,714
Other Assets		160,053			134,962
Total Assets	$	5,449,269		$	5,167,524
Liabilities
Demand Deposits	$	758,173		$	782,794
Interest Bearing Deposits:
Savings and NOW Deposits		1,732,835			1,812,119
Money Market Accounts		1,480,399			1,271,707
Time Deposits		589,396			516,781
Total Interest Bearing Deposits		3,802,630			3,600,607
Total Deposits		4,560,803			4,383,401
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		246,272			168,447
Other Borrowed Funds		181,756			195,837
Total Borrowed Funds		428,028			364,284
Other Liabilities		87,423			79,156
Subordinated Debentures		36,083			36,083
Total Liabilities		5,112,337			4,862,924
Total Stockholders' Equity		336,932			304,600
Total Liabilities & Stockholders' Equity	$	5,449,269		$	5,167,524
Total Average Earning Assets—QTD	$	5,193,612		$	4,948,971

Century Bancorp, Inc. and Subsidiaries

Consolidated Selected Key Financial Information (unaudited)

(in thousands, except share data)

	March 31, 2020			March 31, 2019
Performance Measures:
Earnings per average Class A share, diluted, quarter	$	1.74		$	1.69
Return on average assets, quarter		0.71	%		0.74	%
Return on average stockholders' equity, quarter		11.54	%		12.54	%
Net interest margin (taxable equivalent), quarter		2.11	%		2.11	%
Efficiency ratio, Non-GAAP (1)		57.5	%		60.3	%
Book value per share	$	61.19		$	55.55
Tangible book value per share—Non-GAAP (1)	$	60.70		$	55.07
Capital / assets		6.12	%		5.83	%
Tangible capital / tangible assets—Non-GAAP (1)		6.08	%		5.78	%
Common Share Data:
Average Class A shares outstanding, diluted, quarter		5,567,909			5,567,909
Shares outstanding Class A		3,652,349			3,610,329
Shares outstanding Class B		1,915,560			1,957,580
Total shares outstanding at period end		5,567,909			5,567,909
Asset Quality and Other Data:
Allowance for loan losses / loans		1.23	%		1.25	%
Nonaccrual loans	$	1,701		$	1,502
Nonperforming assets	$	1,701		$	3,727
Loans 90 days past due and still accruing	$	—		$	—
Accruing troubled debt restructures	$	2,337		$	2,542
Net charge-offs (recoveries), quarter	$	(144	)	$	70
Leverage ratio		7.26	%		6.92	%
Common equity tier 1 risk weighted capital ratio		11.87	%		11.49	%
Tier 1 risk weighted capital ratio		13.02	%		12.74	%
Total risk weighted capital ratio		14.04	%		13.76	%
Total risk weighted assets	$	3,036,664		$	2,808,321
(1)   Non-GAAP Financial Measures are reconciled in the following tables:
Calculation of Efficiency ratio:
Total operating expenses (numerator)	$	18,173		$	18,190
Net interest income	$	25,201		$	23,438
Total other operating income		4,310			4,427
Tax equivalent adjustment		2,098			2,294
Total income (denominator)	$	31,609		$	30,159
Efficiency ratio—Non-GAAP		57.5	%		60.3	%
Calculation of tangible book value per share:
Total stockholders' equity	$	340,687		$	309,324
Less: goodwill		2,714			2,714
Tangible stockholders' equity (numerator)	$	337,973		$	306,610
Total shares outstanding at period end (denominator)		5,567,909			5,567,909
Tangible book value per share—Non-GAAP	$	60.70		$	55.07
Book value per share—GAAP	$	61.19		$	55.55
Calculation of tangible capital / tangible assets:
Total stockholders' equity	$	340,687		$	309,324
Less: goodwill		2,714			2,714
Tangible stockholders' equity (numerator)	$	337,973		$	306,610
Total assets	$	5,562,286		$	5,306,066
Less: goodwill		2,714			2,714
Tangible assets (denominator)	$	5,559,572		$	5,303,352
Tangible capital / tangible assets—Non-GAAP		6.08	%		5.78	%
Capital / assets—GAAP		6.12	%		5.83	%