- ----------------------------------------------------------------------------------------------------------
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: OCTOBER 14, 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)
- ----------------------------------------------------------------------------------------------------------
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Century Bancorp, Inc. press release dated October 14, 2003 for the quarter
ended September 30, 2003.
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following information is furnished under Item 12 - "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 October 14, 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 third quarter 2003 earnings.
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: October 15, 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 THIRD QUARTER RESULTS
AND INCREASES QUARTERLY DIVIDEND
MEDFORD, MA, OCTOBER 14, 2003---Century Bancorp Inc. (NASDAQ:CNBKA) () ("the
Company") today announced net income of $3,197,000, or $0.58 per share diluted,
for the third quarter ended September 30, 2003, compared to net income of
$3,403,000, or $0.61 per share diluted, for the third quarter of 2002. For the
first nine months of 2003, net income totaled $8,481,000 or $1.53 per share
diluted, compared to $10,043,000, or $1.82 per share diluted, for the same
period a year ago. Included in income for the first nine months of 2003 is the
previously announced net tax charge of $1,183,000 associated with the Real
Estate Investment Trust ("REIT") settlement. This change 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
REIT.
At September 30, 2003, total equity capital was $103.8 million compared to
$97.3 million at September 30, 2002. Century's leverage ratio stood at 7.69% on
September 30, 2003, compared to 8.59% for the same period a year ago. Book
value as of September 30, 2003 was $18.80 per share compared to $17.64 for the
same period last year.
Century's allowance for loan losses was $9.0 million, or 1.80% of loans
outstanding at the end of the third quarter, compared to $8.2 million, or 1.61%
of loans outstanding at September 30, 2002. Non-accruing loans totaled $3.0
million at September 30, 2003, compared to $1.0 million at the end of the
previous quarter and $0.7 million at September 30, 2002.
--more --
Net interest income totaled $34.4 million for the nine months ended September
30, 2003, versus $34.2 million for the same period in 2002. The 0.6% increase
in net interest income for the year-to-date is mainly due to a 23.8% 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-two 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 to increase the regular quarterly dividend
from 11.00 cents ($0.11) per share to 12.00 cents ($0.12) per share on Century
Class A common stock, and from 5.50 cents ($0.0550) per share to $6.00 cents
($0.0600) per share on Century Class B common stock. The dividends were
declared payable November 14, 2003 to stockholders of record on October 31,
2003.
Century Bancorp, Inc., through its subsidiary bank, Century Bank and Trust
Company, a state chartered full service commercial bank, operating twenty-one
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
September 30, 2003 and 2002 (000's)
September 30, September 30,
Assets 2003 2002
- ------ ------------------ ------------------
Cash and Due From Banks $52,257 $65,475
Federal Funds Sold and Interest-bearing Deposits In Other Banks 18 3,514
Securities Available-For-Sale (AFS) 788,205 650,693
Securities Held-to-Maturity 183,764 123,225
Loans:
Commercial & Industrial 40,889 53,698
Construction & Land Development 40,457 48,820
Commercial Real Estate 278,484 268,671
Residential Real Estate 87,526 94,990
Consumer and Other 7,522 8,225
Home Equity 47,418 37,557
------------------ ------------------
Total Loans 502,296 511,961
Less: Allowance for Loan Losses 9,026 8,224
------------------ ------------------
Net Loans 493,270 503,737
Bank Premises and Equipment 18,317 12,138
Accrued Interest Receivable 8,706 9,195
Goodwill 2,717 2,717
Core Deposit Intangible 3,319 17
Other Assets 19,779 13,012
------------------ ------------------
Total Assets $1,570,352 $1,383,723
================== ==================
Liabilities
- -----------
Demand Deposits $269,779 $248,165
Interest Bearing Deposits:
Savings and NOW Deposits 286,264 255,171
Money Market Accounts 429,220 306,669
Time Deposits 228,264 192,549
------------------ ------------------
Total Interest Bearing 943,748 754,389
------------------ ------------------
Total Deposits 1,213,527 1,002,554
Borrowed Funds:
Securities Sold Under Agreements to Repurchase 49,010 58,040
Federal Home Loan Bank Advances and Other 164,494 170,403
------------------ ------------------
Total Borrowed Funds 213,504 228,443
Other Liabilities 10,768 26,652
Long Term Debt 28,750 28,750
------------------ ------------------
Total Liabilities 1,466,549 1,286,399
Stockholders' Equity
- --------------------
Common Stock 5,952 5,949
Additional Paid-In Capital 11,175 11,122
Retained Earnings 88,764 78,784
Treasury Stock (5,982) (5,982)
Accumulated Other Comprehensive Income, Net of Taxes 3,894 7,451
------------------ ------------------
Total Stockholders' Equity 103,803 97,324
------------------ ------------------
Total Liabilities & Stockholders' Equity $1,570,352 $1,383,723
================== ==================
Century Bancorp, Inc. and Subsidiaries
Consolidated Comparative Statements of Income
For the Quarter and Year-to-date ending
September 30, 2003 and 2002 (000's)
(unaudited)
Quarter Year-to-date
------------------------ -------------------------
2003 2002 2003 2002
------------------------ -------------------------
Interest Income:
Loans $8,150 $9,168 $25,070 $26,684
Securities Held-to-Maturity 1,780 1,759 5,103 5,543
Securities Available-for-Sale 6,921 6,920 22,315 19,909
Federal Funds Sold and Interest-bearing Deposits In Other Banks 111 243 323 522
------------ ---------- ------------ -----------
Total Interest Income 16,962 18,090 52,811 52,658
Interest Expense:
Savings and NOW Deposits 592 869 2,017 2,353
Money Market Accounts 1,222 1,293 3,933 3,488
Time Deposits 1,920 1,765 5,641 5,204
Securities Sold Under Agreements to Repurchase 105 167 369 541
FHLB Borrowings, Other Borrowed Funds and Long Term Debt 2,041 2,438 6,442 6,839
------------ ---------- ------------ -----------
Total Interest Expense 5,880 6,532 18,402 18,425
------------ ---------- ------------ -----------
Net Interest Income 11,082 11,558 34,409 34,233
Provision For Loan Losses 0 300 450 900
------------ ---------- ------------ -----------
Net Interest Income After
Provision for Loan Losses 11,082 11,258 33,959 33,333
Other Operating Income
Service Charges on Deposit Accounts 1,202 1,096 3,548 3,286
Lockbox Fees 733 787 2,451 2,646
Brokerage Commissions 140 285 402 872
Other Income 267 292 753 1,083
------------ ---------- ------------ -----------
Total Other Operating Income 2,342 2,460 7,154 7,887
Operating Expenses
Salaries 4,114 4,460 12,548 12,932
Employee Benefits 1,245 966 3,851 3,113
Occupancy 626 562 1,927 1,661
Equipment 445 563 1,226 1,640
Other 1,858 1,848 6,070 6,065
------------ ---------- ------------ -----------
Total Operating Expenses 8,288 8,399 25,622 25,411
------------ ---------- ------------ -----------
Income Before Income Taxes 5,136 5,319 15,491 15,809
Income Tax Expense
Provision for Income Taxes 1,939 1,916 5,827 5,766
Retroactive REIT Settlement 0 0 1,183 0
------------ ---------- ------------ -----------
Total Income Tax (Benefit) Expense 1,939 1,916 7,010 5,766
Net Income $3,197 $3,403 $8,481 $10,043
============ ========== ============ ===========
Century Bancorp, Inc. and Subsidiaries
Consolidated Year-to-Date Average Comparative Statements of Condition
September 30, 2003 and 2002 (000's)
September 30, September 30,
Assets 2003 2002
- ------ ------------------ -----------------
Cash and Due From Banks $59,392 $54,457
Federal Funds Sold and Interest-Bearing Deposits in Other Banks 29,516 41,707
Securities Available-For-Sale (AFS) 793,337 538,765
Securities Held-to-Maturity 152,133 129,621
Total Loans 500,493 482,024
Less: Allowance for Loan Losses 8,877 7,643
------------------ -----------------
Net Loans 491,616 474,381
Bank Premises and Equipment 15,318 11,728
Accrued Interest Receivable 9,994 9,222
Goodwill 2,714 2,715
Core Deposit Intangible 1,776 91
Other Assets 25,235 20,136
------------------ -----------------
Total Assets 1,581,031 $1,282,823
================== =================
Liabilities
- -----------
Demand Deposits $262,768 $220,272
Interest Bearing Deposits:
Savings and NOW Deposits 348,206 237,026
Money Market Accounts 389,611 243,651
Time Deposits 241,364 198,689
------------------ -----------------
Total Interest Bearing 979,181 679,366
------------------ -----------------
Total Deposits 1,241,949 899,638
Borrowed Funds:
Securities Sold Under Agreements to Repurchase 53,497 65,959
Federal Home Loan Bank Advances and Other 138,211 145,004
------------------ -----------------
Total Borrowed Funds 191,708 210,963
Other Liabilities 18,070 17,029
Long Term Debt 28,750 28,750
------------------ -----------------
Total Liabilities 1,480,477 1,156,380
Stockholders' Equity
- --------------------
Common Stock 5,950 5,947
Additional Paid-In Capital 11,139 11,099
Retained Earnings 84,740 73,106
Treasury Stock (5,982) (5,982)
Accumulated Other Comprehensive Income, Net of Taxes 4,707 3,407
------------------ -----------------
Total Stockholders' Equity 100,554 87,577
------------------ -----------------
Total Liabilities & Stockholders' Equity $1,581,031 $1,243,957
================== =================
Total Average Earning Assets - YTD $1,475,479 $1,192,117
================== =================
Total Average Earning Assets - QTD $1,496,806 $1,263,943
================== =================
Century Bancorp, Inc. and Subsidiaries
Consolidated Selected Key Financial Information
September 30, 2003 and 2002 (000's)
2003 2002
------------------ ------------------
PERFORMANCE MEASURES:
Earnings per average share, basic, quarter $0.58 $0.62
Earnings per average share, diluted, quarter $0.58 $0.61
Earnings per average share, basic , year-to-date $1.54 $1.82
Earnings per average share, diluted, year-to-date $1.53 $1.82
Return on average assets, year-to-date 0.72% 1.05%
Return on average stockholders' equity, year-to-date 11.28% 14.88%
Net interest margin (taxable equivalent), year-to-date 3.11% 3.83%
Efficiency ratio, year-to-date 61.2% 60.3%
Book value per share $18.80 $17.64
Tangible book value per share $17.71 $17.14
Tangible capital / tangible assets 6.25% 6.85%
Common Share Data:
Average shares outstanding, basic, quarter 5,520,025 5,517,400
Average shares outstanding, basic, year-to-date 5,518,587 5,516,317
Average shares outstanding, diluted, quarter 5,553,470 5,537,009
Average shares outstanding, diluted, year-to-date 5,543,722 5,532,417
Shares outstanding Class A 3,405,688 3,396,870
Shares outstanding Class B 2,115,100 2,120,530
------------------ ------------------
Total shares outstanding 5,520,788 5,517,400
================== ==================
ASSETS QUALITY AND OTHER DATA:
Allowance for loan losses / loans 1.80% 1.61%
Nonaccrual loans $2,982 $688
Nonperforming assets $2,982 $688
Loans 90 days past due and still accruing $98 $0
Net (recoveries) charge-offs ($70) ($212)
Leverage ratio 7.69% 8.59%
Tier 1 risk weighted capital ratio 17.23% 17.30%
Total risk weighted capital ratio 18.48% 18.53%
Total risk weighted assets $711,207 $668,688