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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 9, 2003
CENTURY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS ______
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) 04-2498617
INCORPORATION) 0-15752 (IRS EMPLOYER IDENTIFICATION NO.)
400 MYSTIC AVENUE 02155
MEDFORD, MA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(781) 391-4000
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Century Bancorp, Inc. press release dated July 9, 2003 for the quarter
ended June 30, 2003.
ITEM 9. REGULATION FD DISCLOSURE
On July 9, 2003, Century Bancorp, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated herein by reference,
announcing second quarter 2003 earnings. This information is being provided
under Items 9 and 12 of Form 8-K.
SIGNATURES
Pursuant to the requirement of the Securities and 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/ Paul V. Cusick, Jr.
--------------------------------
Paul V. Cusick, Jr.
Chief Financial Officer
Dated: July 10, 2003
Exhibit 99.1
[GRAPHIC OMITTED]
NEWS RELEASE
FOR IMMEDIATE RELEASE
Contact: Paul V. Cusick, Jr.
Phone: (781) 393-4601
Fax: (781) 393-4071
CENTURY BANCORP, INC. REPORTS SECOND QUARTER
RESULTS AND DECLARES QUARTERLY DIVIDEND
MEDFORD, MA, JULY 9, 2003---Century Bancorp Inc. (NASDAQ:CNBKA) ()
("the Company") today announced net income of $5,080,000, or $0.92 per
share diluted, for the second quarter ended June 30, 2003, compared to
net income of $3,636,000, or $0.66 per share diluted, for the second
quarter of 2002. Included in income for the quarter ended June 30, 2003
is an after-tax benefit of $2,040,000 of previously accrued tax
expense. This benefit was the result of an agreement with the
Massachusetts Department of Revenue ("DOR") settling a dispute related
to taxes that the DOR claimed were owed from the Company's Real Estate
Investment Trust subsidiary ("REIT"). Under the terms of the agreement,
the Company paid $3,138,000, representing 50% of the amount assessed
for the years 1999 through 2002 plus interest. The payment is
deductible for federal tax purposes. For the first six months of 2003,
net income totaled $5,285,000 or $0.95 per share diluted, compared to
$6,640,000, or $1.20 per share diluted, for the same period a year ago.
Included in income for the first six months of 2003 is the previously
announced net tax charge of $1,183,000 associated with the REIT
settlement.
At June 30, 2003, total equity capital was $103.2 million compared to
$92.9 million at June 30, 2002. Century's leverage ratio stood at 7.40%
on June 30, 2003, compared to 8.81% for the same period a year ago.
Book value as of June 30, 2003 was $18.70 per share compared to $16.83
for the same period last year.
Century's allowance for loan losses was $9.0 million, or 1.82% of loans
outstanding at the end of the second quarter, compared to $7.7 million,
or 1.55% of loans outstanding at June 30, 2002. Non-accruing loans
totaled $1.0 million at June 30, 2003, compared to $0.5 million at the
end of the previous quarter and $0.7 million at June 30, 2002.
--more --
Net interest income totaled $23.3 million for the six months ended June
30, 2003, versus $22.7 million for the same period in 2002. The 2.9%
increase in net interest income for the year-to-date is mainly due to a
27.1% increase in the average balances of earning assets, combined with
a similar increase in deposits and borrowed funds. The increase in
volume was mainly the result of an acquisition of $192.7 million of
deposits from Capital Crossing Bank during the first quarter of 2003.
This increase in volume was mostly offset by a seventy-four basis point
decrease in the net interest margin. The decrease in the net interest
margin was mainly attributable to assets continuing to reprice at
historically low levels without a corresponding decrease in rates paid
on deposits.
Century's Board of Directors voted a regular quarterly dividend of
11.00 cents ($0.11) per share on Century Class A common stock, and 5.50
cents ($0.0550) per share on Century Class B common stock. The
dividends were declared payable August 15, 2003 to stockholders of
record on August 1, 2003.
Century Bancorp, Inc., through its subsidiary bank, Century Bank and
Trust Company, a state chartered full service commercial bank,
operating nineteen full-service branches in the Greater Boston area,
offers a full range of Business, Personal, Cash Management, Municipal
and Investment products.
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 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
June 30, 2003 and 2002 (000's)
June 30, June 30,
Assets 2003 2002
Cash and Due From Banks $67,624 $49,124
Federal Funds Sold and Interest-bearing Deposits In Other
Banks 3,014 45,520
Securities Available-For-Sale (AFS) 818,919 572,508
Securities Held-to-Maturity 183,644 128,390
Loans:
Commercial & Industrial 43,673 50,455
Construction & Land Development 39,950 42,433
Commercial Real Estate 270,726 269,267
Residential Real Estate 90,987 94,650
Consumer and Other 7,951 8,307
Home Equity 43,949 32,473
---------------- ---------------
Total Loans 497,236 497,585
Less: Allowance for Loan Losses 9,036 7,720
---------------- ---------------
Net Loans 488,200 489,865
Bank Premises and Equipment 15,726 12,016
Accrued Interest Receivable 9,464 9,456
Goodwill 2,717 2,717
Core Deposit Intangible 3,391 67
Other Assets 17,054 13,130
---------------- ---------------
Total Assets $1,609,753 $1,322,793
================ ===============
Liabilities
Demand Deposits $269,426 $222,774
Interest Bearing Deposits:
Savings and NOW Deposits 278,721 208,373
Money Market Accounts 443,371 305,152
Time Deposits 298,526 216,933
---------------- ---------------
Total Interest Bearing 1,020,618 730,458
---------------- ---------------
Total Deposits 1,290,044 953,232
Borrowed Funds:
Securities Sold Under Agreements to Repurchase 49,620 56,890
Federal Home Loan Bank Advances and Other 112,431 170,413
---------------- ---------------
Total Borrowed Funds 162,051 227,303
Other Liabilities 25,698 20,625
Long Term Debt 28,750 28,750
---------------- ---------------
Total Liabilities 1,506,543 1,229,910
Stockholders' Equity
Common Stock 5,950 5,949
Additional Paid-In Capital 11,149 11,122
Retained Earnings 86,058 75,872
Treasury Stock (5,982) (5,982)
Accumulated Other Comprehensive Income, Net of
Taxes 6,035 5,922
---------------- ---------------
Total Stockholders' Equity 103,210 92,883
---------------- ---------------
Total Liabilities & Stockholders' Equity $1,609,753 $1,322,793
================ ===============
Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Income
For the Quarter and Year-to-date ending
June 30, 2003 and 2002 (000's)
(unaudited)
Quarter Year-to-date
-------------------------- ---------------------------
2003 2002 2003 2002
-------------------------- ---------------------------
Interest Income:
Loans $8,387 $8,929 $16,920 $17,516
Securities Held-to-Maturity 1,804 1,825 3,323 3,784
Securities Available-for-Sale 7,776 6,894 15,394 12,989
Federal Funds Sold and Interest-bearing Deposits In Other
Banks 143 138 212 279
----------- ----------- ----------- ------------
Total Interest Income 18,110 17,786 35,849 34,568
Interest Expense:
Savings and NOW Deposits 449 651 943 1,236
Money Market Accounts 1,558 1,170 2,711 2,195
Time Deposits 2,296 1,778 4,203 3,687
Securities Sold Under Agreements to Repurchase 124 184 264 373
FHLB Borrowings, Other Borrowed Funds and Long Term
Debt 2,035 2,304 4,401 4,402
----------- ----------- ----------- ------------
Total Interest Expense 6,462 6,087 12,522 11,893
----------- ----------- ----------- ------------
Net Interest Income 11,648 11,699 23,327 22,675
Provision For Loan Losses 225 300 450 600
----------- ----------- ----------- ------------
Net Interest Income After
Provision for Loan Losses 11,423 11,399 22,877 22,075
Other Operating Income
Service Charges on Deposit Accounts 1,201 1,113 2,346 2,190
Lockbox Fees 917 972 1,718 1,859
Brokerage Commissions 127 320 262 587
Other Income 259 574 486 791
----------- ----------- ----------- ------------
Total Other Operating Income 2,504 2,979 4,812 5,427
Operating Expenses
Salaries 4,393 4,341 8,434 8,472
Employee Benefits 1,284 1,055 2,606 2,147
Occupancy 651 528 1,301 1,099
Equipment 493 538 781 1,077
Other 2,173 2,182 4,211 4,217
----------- ----------- ----------- ------------
Total Operating Expenses 8,994 8,644 17,333 17,012
----------- ----------- ----------- ------------
Income Before Income Taxes 4,933 5,734 10,356 10,490
Income Tax Expense
Provision for Income Taxes 1,899 2,098 3,888 3,850
Retroactive REIT Settlement (2,046) 0 1,183 0
----------- ----------- ----------- ------------
Total Income Tax (Benefit) Expense (147) 2,098 5,071 3,850
Net Income $5,080 $3,636 $5,285 $6,640
=========== =========== =========== ============
Century Bancorp, Inc. and Subsidiaries
Consolidated Year-to-Date Average Comparative Statements of Condition
June 30, 2003 and 2002 (000's)
June 30, June 30,
Assets 2003 2002
Cash and Due From Banks $59,634 $53,927
Federal Funds Sold and Interest-Bearing Deposits in Other
Banks 36,313 33,611
Securities Available-For-Sale (AFS) 798,328 524,861
Securities Held-to-Maturity 140,105 132,041
Total Loans 500,661 470,336
Less: Allowance for Loan Losses 8,754 7,438
------------------- ------------------
Net Loans 491,907 462,898
Bank Premises and Equipment 14,394 11,531
Accrued Interest Receivable 10,264 9,127
Goodwill 2,717 2,715
Core Deposit Intangible 969 116
Other Assets 15,669 13,130
------------------- ------------------
Total Assets $1,570,300 $1,243,957
=================== ==================
Liabilities
Demand Deposits $253,755 $220,272
Interest Bearing Deposits:
Savings and NOW Deposits 301,903 237,026
Money Market Accounts 382,063 243,651
Time Deposits 285,735 198,689
------------------- ------------------
Total Interest Bearing 969,701 679,366
------------------- ------------------
Total Deposits 1,223,456 899,638
Borrowed Funds:
Securities Sold Under Agreements to Repurchase 53,576 65,959
Federal Home Loan Bank Advances and Other 143,524 145,004
------------------- ------------------
Total Borrowed Funds 197,100 210,963
Other Liabilities 20,409 17,029
Long Term Debt 28,750 28,750
------------------- ------------------
Total Liabilities 1,469,715 1,156,380
Stockholders' Equity
Common Stock 5,949 5,947
Additional Paid-In Capital 11,128 11,099
Retained Earnings 83,225 73,106
Treasury Stock (5,982) (5,982)
Accumulated Other Comprehensive Income, Net of Taxes 6,265 3,407
------------------- ------------------
Total Stockholders' Equity 100,585 87,577
------------------- ------------------
Total Liabilities & Stockholders' Equity $1,570,300 $1,243,957
=================== ==================
Total Earning Assets 1,475,407 1,160,849
=================== ==================
Century Bancorp, Inc. and Subsidiaries
Consolidated Selected Key Financial Information
June 30, 2003 and 2002 (000's)
2003 2002
-------------------- ------------------
PERFORMANCE MEASURES:
Earnings per average share, basic, quarter $0.92 $0.66
Earnings per average share, diluted, quarter $0.92 $0.66
Earnings per average share, basic , year-to-date $0.96 $1.20
Earnings per average share, diluted, year-to-date $0.95 $1.20
Return on average assets, year-to-date 0.68% 1.08%
Return on average stockholders' equity, year-to-
date 10.59% 15.29%
Net interest margin (taxable equivalent), year-to-
date 3.19% 3.93%
Efficiency ratio, year-to-date 61.6% 60.5%
Book value per share $18.70 $16.83
Tangible book value per share $17.59 $16.33
Tangible capital / tangible assets 6.06% 6.83%
Common Share Data:
Average shares outstanding, basic, quarter 5,518,093 5,515,982
Average shares outstanding, basic, year-to-date 5,538,547 5,515,767
Average shares outstanding, diluted, quarter 5,517,856 5,536,224
Average shares outstanding, diluted, year-to-
date 5,537,962 5,530,548
Shares outstanding Class A 3,404,100 3,396,870
Shares outstanding Class B 2,115,100 2,120,530
-------------------- --------------------
Total shares outstanding 5,519,200 5,517,400
==================== ====================
ASSETS QUALITY AND OTHER DATA:
Allowance for loan losses / loans 1.82% 1.55%
Nonaccrual loans $994 $674
Nonperforming assets $994 $674
Loans 90 days past due and still accruing $0 $324
Net (recoveries) charge-offs ($80) $8
Leverage ratio 7.40% 8.81%
Tier 1 risk weighted capital ratio 17.03% 17.19%
Total risk weighted capital ratio 18.28% 18.37%
Total risk weighted assets $704,940 $656,352