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: July 14, 2020

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)

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 July 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 second quarter ended June 30, 2020 and declared an increase in its 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 July 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: July 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 Q2 2020, UP 6.2%; ASSET GROWTH TO RECORD $5.9 BB; INCREASE IN QUARTERLY DIVIDEND DECLARED

Medford, MA, July 14, 2020—-Century Bancorp, Inc. (NASDAQ:CNBKA) (www.centurybank.com) (“the Company”) today announced net income of $19,722,000 for the six months ended June 30, 2020, or $3.54 per Class A share diluted, an increase of 4.4% compared to net income of $18,884,000, or $3.39 per Class A share diluted, for the same period a year ago. Total assets increased 8.3% from $5.49 billion at December 31, 2019 to $5.95 billion at June 30, 2020. For the quarter ended June 30, 2020, net income totaled $10,056,000 or $1.81 per Class A share diluted, an increase of 6.2% compared to net income of $9,466,000, or $1.70 per Class A share diluted, for the same period a year ago.

The Company’s Board of Directors voted to increase its regular quarterly dividend from 12.00 cents ($0.12) per share to 14.00 cents ($0.14) per share on the Company’s Class A common stock, and from 6.00 cents ($0.06) per share to 7.00 cents ($0.07) per share on the Company’s Class B common stock. The dividends were declared payable August 17, 2020 to stockholders of record on August 3, 2020. This represents the first dividend increase since 2003.

Net interest income totaled $51.0 million for the six months ended June 30, 2020 compared to $46.7 million for the same period in 2019. The 9.3% increase in net interest income for the period is primarily due to a decrease in interest expense as a result of falling interest rates. Prepayment penalties collected amounted to approximately $874,000 for the first six months of 2020 compared to $13,000 for the same period last year. The net interest margin decreased from 2.09% on a fully tax-equivalent basis for the first six months of 2019 to 2.04% for the same period in 2020. This was primarily the result of increased margin pressure during the recent decrease in interest rates across the yield curve. The average balances of earning assets increased for the first six months of 2020 compared to the same period last year, by $456.9 million or 9.2%, combined with an average yield decrease of 0.42%, resulting in a decrease in interest income of $2.9 million. The average balance of interest-bearing liabilities increased for the first six months of 2020 compared to the same period last year, by $373.1 million or 9.3%, combined with an average interest-bearing liabilities interest cost decrease of 0.47%, resulting in a decrease in interest expense of $7.2 million.

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The provision for loan losses increased by $2,150,000 from $625,000 for the six months ended June 30, 2019 to $2,775,000 for the same period in 2020, primarily as a result of the economic uncertainties associated with the novel coronavirus disease (COVID–19) pandemic and increased loan balances.

The Company’s effective tax rate increased from 0.8% for the six months ended June 30, 2019 to 7.8% for the same period in 2020. This was primarily as a result of an increase in taxable income relative to total income and 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. 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 June 30, 2020, total equity was $352.2 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 6.92% at June 30, 2020, compared to 7.25% at December 31, 2019. 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 June 30, 2020 was $63.26 per share compared to $59.73 at December 31, 2019.

The Company’s allowance for loan losses was $32.5 million or 1.16% of loans outstanding at June 30, 2020 compared to $29.6 million or 1.22% of loans outstanding at December 31, 2019, and $29.1 million or 1.26% of loans outstanding at June 30, 2019. The ratio of the allowance for loan losses to loans outstanding has decreased from December 31, 2019, primarily from approximately $230 million of Payroll Protection Program (PPP) loans that are guaranteed by the U.S. Small Business Administration (SBA), which require no allowance for loan losses. This was offset, somewhat, by increased allocations for economic factors associated with the COVID-19 pandemic. Nonperforming assets totaled $1.5 million at June 30, 2020, compared to $2.0 million at December 31, 2019, and $5.0 million at June 30, 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 earlier of 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, 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.

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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)

	June 30,		December 31,
	2020		2019
Assets
Cash and Due From Banks	$	78,159	$	44,420
Federal Funds Sold and Interest-bearing Deposits In Other Banks		150,139		214,273
Securities Available-for-Sale (AFS)		302,882		262,190
Securities Held-to-Maturity		2,427,422		2,351,120
Federal Home Loan Bank of Boston stock, at cost		13,371		19,471
Loans:
Commercial & Industrial		1,155,592		812,417
Municipal		153,017		120,455
Construction & Land Development		6,513		8,992
Commercial Real Estate		764,886		786,102
Residential Real Estate		400,867		371,897
Consumer and Other		19,857		21,893
Home Equity		297,355		304,363
Total Loans		2,798,087		2,426,119
Less: Allowance for Loan Losses		32,516		29,585
Net Loans		2,765,571		2,396,534
Bank Premises and Equipment, net		36,290		33,952
Accrued Interest Receivable		12,090		13,110
Goodwill		2,714		2,714
Other Assets		158,356		154,640
Total Assets	$	5,946,994	$	5,492,424
Liabilities
Demand Deposits	$	985,491	$	712,842
Interest Bearing Deposits:
Savings and NOW Deposits		1,967,783		1,678,250
Money Market Accounts		1,548,198		1,453,572
Time Deposits		610,496		555,447
Total Interest Bearing Deposits		4,126,477		3,687,269
Total Deposits		5,111,968		4,400,111
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		204,972		266,045
Other Borrowed Funds		152,485		370,955
Total Borrowed Funds		357,457		637,000
Other Liabilities		89,284		86,649
Subordinated Debentures		36,083		36,083
Total Liabilities		5,594,792		5,159,843
Total Stockholders’ Equity		352,202		332,581
Total Liabilities & Stockholders’ Equity	$	5,946,994	$	5,492,424

Century Bancorp, Inc. and Subsidiaries

Consolidated Comparative Statements of Income (unaudited)

For the quarter and six months ended June 30, 2020 and 2019

(in thousands)

	Quarter ended June 30,				Six months ended June 30,
	2020		2019		2020		2019
Interest Income:
Loans	$	19,848	$	21,680	$	42,047	$	42,989
Securities Held-to-Maturity		15,222		14,595		30,515		28,383
Securities Available-for-Sale		982		2,490		2,675		5,121
Federal Funds Sold and Interest-bearing Deposits In Other Banks		68		927		678		2,276
Total Interest Income		36,120		39,692		75,915		78,769
Interest Expense:
Savings and NOW Deposits		2,118		5,877		5,843		11,343
Money Market Accounts		3,462		5,412		9,034		10,755
Time Deposits		3,111		2,893		6,283		5,686
Securities Sold Under Agreements to Repurchase		309		490		935		875
Other Borrowed Funds and Subordinated Debentures		1,302		1,770		2,801		3,422
Total Interest Expense		10,302		16,442		24,896		32,081
Net Interest Income		25,818		23,250		51,019		46,688
Provision For Loan Losses		1,700		250		2,775		625
Net Interest Income After Provision for Loan Losses		24,118		23,000		48,244		46,063
Other Operating Income:
Service Charges on Deposit Accounts		2,023		2,282		4,319		4,491
Lockbox Fees		924		992		1,854		2,081
Net Gain on Sales of Loans		—		139		—		154
Other Income		1,094		1,584		2,178		2,698
Total Other Operating Income		4,041		4,997		8,351		9,424
Operating Expenses:
Salaries and Employee Benefits		10,287		10,916		21,658		21,951
Occupancy		1,456		1,522		2,971		3,223
Equipment		962		795		1,799		1,578
Other		4,337		5,031		8,787		9,702
Total Operating Expenses		17,042		18,264		35,215		36,454
Income Before Income Taxes		11,117		9,733		21,380		19,033
Income Tax Expense		1,061		267		1,658		149
Net Income	$	10,056	$	9,466	$	19,722	$	18,884

Century Bancorp, Inc. and Subsidiaries

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

(in thousands)

	June 30, 2020			June 30, 2019
Assets
Cash and Due From Banks	$	76,264		$	74,948
Federal Funds Sold and Interest-Bearing Deposits in Other Banks		220,008			189,568
Securities Available-For-Sale (AFS)		282,092			340,664
Securities Held-to-Maturity (HTM)		2,335,136			2,121,043
Total Loans		2,577,120			2,306,165
Less: Allowance for Loan Losses		30,621			28,864
Net Loans		2,546,499			2,277,301
Unrealized (Loss)Gain on Securities AFS and HTM Transfers		(3,248	)		(3,560	)
Bank Premises and Equipment		35,895			24,483
Accrued Interest Receivable		12,653			14,167
Goodwill		2,714			2,714
Other Assets		163,547			134,524
Total Assets	$	5,671,560		$	5,175,852
Liabilities
Demand Deposits	$	841,339		$	759,653
Interest Bearing Deposits:
Savings and NOW Deposits		1,839,771			1,834,278
Money Market Accounts		1,530,442			1,270,952
Time Deposits		598,669			509,710
Total Interest Bearing Deposits		3,968,882			3,614,940
Total Deposits		4,810,221			4,374,593
Borrowed Funds:
Securities Sold Under Agreements to Repurchase		226,518			181,252
Other Borrowed Funds		169,258			195,318
Total Borrowed Funds		395,776			376,570
Other Liabilities		87,589			79,440
Subordinated Debentures		36,083			36,083
Total Liabilities		5,329,669			4,866,686
Total Stockholders’ Equity		341,891			309,166
Total Liabilities & Stockholders’ Equity	$	5,671,560		$	5,175,852
Total Average Earning Assets - QTD	$	5,635,101		$	4,965,815
Total Average Earning Assets - YTD	$	5,414,356		$	4,957,440

Century Bancorp, Inc. and Subsidiaries

Consolidated Selected Key Financial Information (unaudited)

(in thousands, except share data)

	June 30,			June 30,
	2020			2019
Performance Measures:
Earnings per average Class A share, diluted, quarter	$	1.81		$	1.70
Earnings per average Class A share, diluted, year-to-date	$	3.54		$	3.39
Return on average assets, year-to-date		0.70	%		0.74	%
Return on average stockholders’ equity, year-to-date		11.60	%		12.32	%
Net interest margin (taxable equivalent), quarter		1.97	%		2.06	%
Net interest margin (taxable equivalent), year-to-date		2.04	%		2.09	%
Efficiency ratio, Non-GAAP (1)		55.7	%		59.8	%
Book value per share	$	63.26		$	57.28
Tangible book value per share - Non-GAAP (1)	$	62.77		$	56.79
Capital / assets		5.92	%		6.13	%
Tangible capital / tangible assets - Non-GAAP (1)		5.88	%		6.08	%
Common Share Data:
Average Class A shares outstanding, diluted, quarter and year-to-date		5,567,909			5,567,909
Shares outstanding Class A		3,652,469			3,620,449
Shares outstanding Class B		1,915,440			1,947,460
Total shares outstanding at period end		5,567,909			5,567,909
Asset Quality and Other Data:
Allowance for loan losses / loans		1.16	%		1.26	%
Nonaccrual loans	$	1,538		$	2,899
Nonperforming assets	$	1,538		$	4,999
Loans 90 days past due and still accruing	$	—		$	—
Accruing troubled debt restructures	$	2,271		$	2,520
Net charge-offs (recoveries), quarter	$	(156	)	$	98
Leverage ratio		6.92	%		7.07	%
Common equity tier 1 risk weighted capital ratio		11.66	%		11.79	%
Tier 1 risk weighted capital ratio		12.76	%		13.03	%
Total risk weighted capital ratio		13.77	%		14.06	%
Total risk weighted assets	$	3,196,338		$	2,813,302

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

Calculation of Efficiency ratio:
Total operating expenses(numerator)	$	35,215		$	36,296
Net interest income	$	51,019		$	46,688
Total other operating income		8,351			9,424
Tax equivalent adjustment		3,904			4,576
Total income(denominator)	$	63,274		$	60,688
Efficiency ratio - Non-GAAP		55.7	%		59.8	%
Calculation of tangible book value per share:
Total stockholders’ equity	$	352,202		$	318,937
Less: goodwill		2,714			2,714
Tangible stockholders’ equity(numerator)	$	349,488		$	316,223
Total shares outstanding at period end(denominator)		5,567,909			5,567,909
Tangible book value per share - Non-GAAP	$	62.77		$	56.79
Book value per share - GAAP	$	63.26		$	57.28
Calculation of tangible capital / tangible assets:
Total stockholders’ equity	$	352,202		$	318,937
Less: goodwill		2,714			2,714
Tangible stockholders’ equity(numerator)	$	349,488		$	316,223
Total assets	$	5,946,994		$	5,200,501
Less: goodwill		2,714			2,714
Tangible assets(denominator)	$	5,944,280		$	5,197,787
Tangible capital / tangible assets - Non-GAAP		5.88	%		6.08	%
Capital / assets - GAAP		5.92	%		6.13	%