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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 2000
--------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________________________________________
Commission file number. 0-15752
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CENTURY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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COMMONWEALTH OF MASSACHUSETTS 04-2498617
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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400 MYSTIC AVENUE, MEDFORD, MA 02155
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(Address of principal executive offices) (Zip Code)
(781)391-4000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
_X_Yes ___No
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 31, 2000:
CLASS A COMMON STOCK, $1.00 PAR VALUE 3,496,500 SHARES
CLASS B COMMON STOCK, $1.00 PAR VALUE 2,144,350 SHARES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: MAY 12, 2000 CENTURY BANCORP, INC.
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(Registrant)
/s/ Paul V. Cusick, Jr. /s/ Kenneth A. Samuelian
- -------------------------------- ---------------------------------
PAUL V. CUSICK, JR. KENNETH A. SAMUELIAN
VICE PRESIDENT AND TREASURER VICE PRESIDENT AND CONTROLLER,
(PRINCIPAL FINANCIAL OFFICER) CENTURY BANK & TRUST COMPANY
(CHIEF ACCOUNTING OFFICER)
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Century Bancorp, Inc.
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PAGE
INDEX NUMBER
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets:
March 31, 2000 and December 31, 1999. 3
Consolidated Statements of Income:
Three (3) Months Ended March 31,
2000 and 1999. 4
Consolidated Statements of Changes in Stockholders
Equity: Three (3) Months Ended March 31,
2000 and 1999. 5
Consolidated Statements of Cash Flows:
Three (3) Months Ended March 31,
2000 and 1999. 6
Notes to Consolidated Financial
Statements 7 - 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 9 - 11
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
MARKET RISK 11
PART II. OTHER INFORMATION
Item 1 through Item 6 12
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PART I - Item 1
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Century Bancorp, Inc. - Consolidated Balance Sheets (unaudited)
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(000's) Mar 31, Dec. 31,
ASSETS 2000 1999
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Cash and due from banks $ 29,946 $ 34,512
Federal funds sold and interest-bearing deposits in other banks 1 32,016
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Total cash and cash equivalents 29,947 66,528
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Securities available-for-sale, amortized cost $265,358 and
$263,690, respectively 255,762 254,975
Securities held-to-maturity, market value $145,223 and
$146,603, respectively 151,293 152,599
Loans, net of unearned discount:
Commercial & industrial 81,153 77,166
Construction & land development 23,473 21,682
Commercial real estate 214,034 209,332
Industrial revenue bonds 175 190
Residential real estate 83,480 82,968
Consumer 11,237 11,678
Home equity 19,224 19,227
Overdrafts 379 482
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Total loans, net of unearned discount 433,155 422,725
Less: allowance for loan losses 4,418 7,646
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Net loans 428,737 415,079
Bank premises and equipment, net 9,596 9,473
Accrued interest receivable 7,740 6,624
Other assets 19,244 20,255
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Total assets $ 902,319 $ 925,533
========= =========
LIABILITIES
Deposits:
Demand deposits $ 132,932 $ 143,280
Savings and NOW deposits 167,705 152,089
Money market accounts 80,613 77,729
Time deposits 237,157 270,575
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Total deposits 618,407 643,673
Securities sold under agreements to repurchase 69,200 59,480
Federal Home Loan Bank (FHLB) borrowings and other borrowed funds 113,812 117,594
Other liabilities 11,225 15,740
Long term debt 28,750 28,750
--------- ---------
Total liabilities 841,394 865,237
STOCKHOLDERS' EQUITY
Class A common stock, $1.00 par value per share; authorized
10,000,000 shares; issued 3,754,600 and 3,721,850, respectively 3,755 3,722
Class B common stock, $1.00 par value per share; authorized
5,000,000 shares; issued 2,191,900 and 2,196,900, respectively 2,192 2,197
Additional paid-in capital 11,093 11,017
Retained earnings 54,175 52,188
Treasury stock, Class A, 258,100 and 200,600 shares, at cost, respectively (4,012) (3,122)
Treasury stock, Class B, 47,550 shares, each period, at cost, respectively (41) (41)
--------- ---------
67,162 65,961
Accumulated other comprehensive income (loss) (6,237) (5,665)
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Total stockholders' equity 60,925 60,296
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Total liabilities and stockholders' equity $ 902,319 $ 925,533
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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Century Bancorp, Inc. - Consolidated Statements of Income (unaudited)
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(000's except share data) Three months ended March 31,
2000 1999
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Interest income
Loans $ 9,427 $ 8,648
Securities held-to-maturity 2,359 2,325
Securities available-for-sale 3,914 3,014
Federal funds sold and interest-bearing deposits in other banks 112 163
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Total interest income 15,812 14,150
Interest expense
Savings and NOW deposits 980 926
Money market accounts 540 571
Time deposits 3,055 2,927
Securities sold under agreements to repurchase 697 414
FHLB borrowings, other borrowed funds and long term debt 2,054 1,374
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Total interest expense 7,326 6,212
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Net interest income 8,486 7,938
Provision for loan losses 300 225
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Net interest income after provision
for loan losses 8,186 7,713
Other operating income
Service charges on deposit accounts 457 425
Lockbox fees 402 391
Brokerage commissions 440 350
Other income 160 132
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Total other operating income 1,459 1,298
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Operating expenses
Salaries and employee benefits 3,828 3,515
Occupancy 409 398
Equipment 366 335
Other 1,384 1,352
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Total operating expenses 5,987 5,600
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Income before income taxes 3,658 3,411
Provision for income taxes 1,307 1,275
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Net income $ 2,351 $ 2,136
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Share data:
Weighted average number of shares outstanding, basic 5,672,269 5,825,528
Weighted average number of shares outstanding, diluted 5,674,306 5,858,711
Net income per share, basic $ 0.41 $ 0.37
Net income per share, diluted $ 0.41 $ 0.36
Cash dividends declared:
Class A common stock $ 0.0800 $ 0.0600
Class B common stock $ 0.0370 $ 0.0170
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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Century Bancorp, Inc. - Consolidated Statement of Changes in Stockholders'
Equity (unaudited)
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Accumulated
Class A Class B Additional Treasury Treasury Other Total
Common Common Paid-In Retained Stock Stock Comprehensive Stockholders'
Three months ended March 31, Stock Stock Capital Earnings Class A Class B Income (Loss) Equity
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(000's)
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1999
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Balance at December 31, 1998 $ 3,673 $ 2,227 $ 10,965 $ 44,451 $ (136) $ (41) $ (88) $ 61,051
Net income -- -- -- 2,136 -- -- -- 2,136
Other comprehensive income, net of tax:
Increase in unrealized loss on
securities available-for-sale -- -- -- -- -- -- (890) (890)
--------
Comprehensive income 1,246
Stock options exercised, 5,000 shares 5 -- 13 -- -- -- -- 18
Treasury stock repurchase, 5,000 shares -- -- -- -- (87) -- -- (87)
Cash dividends, Class A common stock,
$.06 per share -- -- -- (219) -- -- -- (219)
Cash dividends, Class B common stock,
$.017 per share -- -- -- (37) -- -- -- (37)
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Balance at March 31, 1999 $ 3,678 $ 2,227 $ 10,978 $ 46,331 $ (223) $ (41) $ (978) $ 61,972
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2000
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Balance at December 31, 1999 $ 3,722 $ 2,197 $ 11,017 $ 52,188 $(3,122) $ (41) $ (5,665) $ 60,296
Net income -- -- -- 2,351 -- -- -- 2,351
Other comprehensive income, net of tax:
Increase in unrealized loss on
securities available-for-sale -- -- -- -- -- -- (572) (572)
--------
Comprehensive income 1,779
Conversion of Class B common stock to
Class A common stock, 5,000 shares 5 (5) -- -- -- -- -- --
Stock options exercised, 27,750 shares 28 -- 76 -- -- -- -- 104
Treasury stock repurchases, 57,500 shares -- -- -- -- (890) -- -- (890)
Cash dividends, Class A common stock,
$.08 per share -- -- -- (284) -- -- -- (284)
Cash dividends, Class B common stock,
$.037 per share -- -- -- (79) -- -- -- (79)
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Balance at March 31, 2000 $ 3,755 $ 2,192 $ 11,093 $ 54,176 $(4,012) $ (41) $ (6,237) $ 60,926
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</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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Century Bancorp, Inc. - Consolidated Statements of Cash Flows (unaudited) 2000 1999
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For the three months ended
March 31,
(000's)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,351 $ 2,136
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 300 225
Deferred income taxes 1,094 (178)
Net depreciation and amortization 480 485
Increase in accrued interest receivable (1,116) (618)
Increase in other assets (5) (195)
Loans originated for sale -- --
Proceeds from sales of loans 4 --
Gain on sales of loans -- --
Increase (decrease) in other liabilities 1,485 (639)
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Net cash provided by operating activities 4,593 1,216
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of securities available-for-sale 2,332 35,620
Purchase of securities available-for-sale (4,000) (49,424)
Proceeds from maturities of securities held-to-maturity 3,304 32,577
Purchase of securities held-to-maturity (1,997) (34,739)
Decrease in payable for investments purchased (6,000) (17,992)
Net increase in loans (13,892) (7,685)
Capital expenditures (443) (206)
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Net cash used in investing activities (20,696) (41,849)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in time deposits (33,418) (11,664)
Net increase (decrease) in demand, savings, money market and NOW deposits 8,152 (29,435)
Net proceeds from the issuance of common stock 104 18
Treasury stock repurchases (890) (87)
Cash Dividends (364) (256)
Net increase (decrease) in securities sold under agreements to repurchase 9,720 (15,230)
Net (decrease) increase in FHLB borrowings and other borrowed funds (3,782) 81,755
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Net cash (used in) provided by financing activities (20,478) 25,101
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Net decrease in cash and cash equivalents (36,581) (15,532)
Cash and cash equivalents at beginning of year 66,528 61,019
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Cash and cash equivalents at end of period $ 29,947 $ 45,487
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 7,857 $ 6,553
Income taxes 309 1,592
Noncash transactions:
Property acquired through foreclosure -- $ 0
Change in unrealized (losses) gains on securities available-for-sale, net of taxes $ (572) $ (890)
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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Century Bancorp Inc.
Notes to Consolidated Financial Statements
BASIS OF PRESENTATION
In the opinion of management, the accompanying
unaudited interim consolidated financial statements
reflect all adjustments, consisting of normal recurring
adjustments, which are necessary to present a fair
statement of the results for the interim period
presented of Century Bancorp, Inc. (the "Company") and
its wholly owned subsidiary, Century Bank and Trust
Company (the "Bank"). The results of operations for the
interim period ended March 31, 2000, are not
necessarily indicative of results for the entire year.
It is suggested that these statements be read in
conjunction with the consolidated financial statements
and the notes thereto included in the Company's Annual
Report on form 10K for year ended December 31, 1999.
The financial statements have been prepared in
conformity with generally accepted accounting
principals and to general practices within the banking
industry. In preparing the financial statements,
management is required to make estimates and
assumptions that affect the reported amounts of assets
and liabilities as of the date of the balance sheet and
revenues and expenses for the period. Actual results
could differ from those estimates. Material estimates
that are susceptible to change in the near-term relate
to the allowance for losses on loans. Management
believes that the allowance for losses on loans is
adequate based on independent appraisals and review of
other factors associated with the assets. While
management uses available information to recognize
losses on loans, future additions to the allowance for
loans may be necessary based on changes in economic
conditions. In addition, regulatory agencies
periodically review the Company's allowance for losses
on loans. Such agencies may require the Company to
recognize additions to the allowance for loans based on
their judgements about information available to them at
the time of their examination.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the
accounts of the Company and its wholly-owned
subsidiary, the Bank. The Company provides a full range
of banking services to consumer, business and municipal
customers in Massachusetts. As a bank holding company,
the Company is subject to the regulation and
supervision of the Federal Reserve Board. The Bank, a
state chartered financial institution, is subject to
supervision and regulation by applicable state and
federal banking agencies, including the Federal Reserve
Board, the Federal Deposit Insurance Corporation (the
"FDIC"), and the Massachusetts Division of Banks.
The Bank is also subject to various requirements and
restrictions under federal and state law, including
requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may
be granted and the interest that may be charged
thereon, and limitations on the types of investments
that may be made and the types of services that
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may be offered. Various consumer laws and regulations also
affect the operations of the Bank. In addition to the impact
of regulation, commercial banks are affected significantly
by the actions of the Federal Reserve Board as it attempts
to control the money supply and credit availability in order
to influence the economy. All aspects of the Company's
business are highly competitive. The Company faces
aggressive competition from other lending institutions and
from numerous other providers of financial services.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
OVERVIEW For the quarter ended and year-to-date ended March 31, 2000.
Earnings for the first quarter ended March 31, 2000 were
$2.4 million, an increase of 10.1% when compared with the
first quarter 1999 earnings of $2.1 million. Diluted
earnings per share for the first quarter 2000 were $0.41
versus $0.36 for the first quarter of 1999. The increase was
mainly attributable to balance sheet growth.
Total assets were $902.3 million compared to $925.5 million
at December 31, 1999. The reduction was mainly caused by
municipal deposit trends.
During the fourth quarter of 1999, the Company announced
plans to continue its stock repurchase plan. Under the
program, the Company is authorized to repurchase up to
225,000 shares, or less than 7%, of Century Bancorp Class A
Common Stock. The program expires on October 21, 2000.
Through the end of the first quarter 2000, the Company has
repurchased 135,800 shares.
FINANCIAL CONDITION
LOANS On March 31, 2000 total loans outstanding, net of unearned
discount, were $433.2 million, an increase of 2.5% from the
total on December 31, 1999. At March 31, 2000 commercial
real estate loans accounted for 49.4% and residential real
estate loans accounted for 19.3% of total loans.
Construction loans increased to $23.5 million at March 31,
2000 from $21.7 million at the end of the previous quarter.
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses was 1.02% of total loans on
March 31, 2000 compared with 1.81% on December 31, 1999. Net
charge-offs for the three month period ended March 31, 2000,
were $3.6 million, compared with net recoveries of $74
thousand for the same period in 1999. The increase in net
charge-offs primarily reflects the deterioration with one
borrower's credit quality whose total relationship amounted
to $4.1 million. Management reported this credit in the
third quarter 10Q, placed it to nonaccrual loans during the
fourth quarter of 1999 and subsequently charged-off $3.5
million during the first quarter of 2000. The allowance for
loan losses is based on management's overview of the quality
of the loan portfolio, previous loan loss experience and
current economic conditions.
As of March 31, 2000, loans on non-accrual status totaled
$624 thousand or .14% of loans compared to $4.6 million or
1.09% of loans at December 31, 1999. Nonaccrual loans
decreased primarily as a result of the previously mentioned
charge-off. Loans past due 90 days or more totaled $0
thousand.
SECURITIES HELD-TO-MATURITY
The securities held-to-maturity portfolio totaled $151.3
million on March 31, 2000, an increase of 0.9% from the
total on December 31, 1999. The portfolio is concentrated in
United States Treasury and Agency securities and has an
estimated weighted average maturity of 4.5 years.
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Management's Discussion and Analysis of Financial Condition
and Results of Operation (con't.)
SECURITIES AVAILABLE-FOR-SALE
The securities available-for-sale portfolio totaled $255.8
million at March 31, 2000, an increase of 0.3% from December
31, 1999. The portfolio is concentrated in United States
Treasury and Agency securities and has an estimated weighted
average maturity of 3.8 years. Total securities
available-for-sale increased primarily as a result of
leveraged balance sheet transactions.
DEPOSITS AND BORROWED FUNDS
On March 31, 2000 deposits totaled $618.4 million,
representing a 3.9% decrease in total deposits from December
31, 1999. Total deposits decreased primarily as a result of
the cyclical municipal deposit trends. Borrowed funds
totaled $183.0 million compared to $177.1 million at
December 31, 1999. The majority of the increase was an
increase in borrowings from the Federal Home Loan Bank which
were primarily used for leveraged balance sheet
transactions.
RESULTS OF OPERATIONS
NET INTEREST INCOME For the three month period ended March 31, 2000 net interest
income totaled $8.5 million, an increase of 6.9% from the
comparable period in 1999. Interest income was primarily
affected positively by balance sheet growth. The net yield
on average earning assets on a fully taxable equivalent
basis decreased to 3.98% in the first three months of 2000
from 4.11% during the same period in 1999.
PROVISION FOR LOAN LOSSES
For the three month period ended March 31, 2000 the loan
loss provision totaled $300 thousand compared to $225
thousand for the same period in 1999.
Loan loss provision increased due to growth in the loan
portfolio. The Company's loan loss allowance as a percentage
of total loans outstanding has decreased from 1.81% at March
31, 1999 to 1.02% at March 31, 2000, respectively.
NON-INTEREST INCOME AND EXPENSE
Other operating income for the quarter ended March 31, 2000
was $1.5 million compared to $1.3 million the first quarter
of 1999. Brokerage commissions increased 25.7% due to an
increase in investment related transactions.
During the first quarter 2000, operating expenses increased
by $387 thousand to $6.0 million or 6.9% from the same
quarter last year. Most of the increase was in salaries and
employee benefits with the remainder in all other expenses.
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INCOME TAXES
For the first quarter of 2000, the Company's income taxes
totaled $1.3 million on pretax income of $3.7 million for an
effective tax rate of 35.7%. For last year's corresponding
quarter, the Company's income taxes totaled $1.3 million on
pretax income of $3.4 million for an effective rate of
37.4%.
========================================================
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The response is incorporated herein by reference from the
discussion under the subcaption "Market Risk and Asset
Liability Management" of the caption "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS" on pages 9 and 10 of the Annual Report which
is incorporated herein by reference.
========================================================
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PART II - OTHER INFORMATION
Item 1 Legal proceedings - The Company is not engaged in any legal
proceedings of a material nature at the present time. From
time to time, the Company is party to routine legal
proceedings within the normal course of business. Such
routine legal proceedings, in the aggregate, are believed by
management to be immaterial to the Company's financial
condition and results of operation.
Item 2 Change in securities - Not applicable
Item 3 Defaults upon senior securities - Not applicable
Item 4 Submission of matters to a vote - Not applicable
Item 5 Other information - Not applicable
Item 6 Exhibits and reports on form 8-K - Not applicable
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<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 29,946
<INT-BEARING-DEPOSITS> 1
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 255,762
<INVESTMENTS-CARRYING> 151,293
<INVESTMENTS-MARKET> 145,223
<LOANS> 433,155
<ALLOWANCE> 4,418
<TOTAL-ASSETS> 902,319
<DEPOSITS> 618,407
<SHORT-TERM> 183,012
<LIABILITIES-OTHER> 11,225
<LONG-TERM> 28,750
0
0
<COMMON> 5,947
<OTHER-SE> 54,978
<TOTAL-LIABILITIES-AND-EQUITY> 902,319
<INTEREST-LOAN> 9,427
<INTEREST-INVEST> 6,273
<INTEREST-OTHER> 112
<INTEREST-TOTAL> 15,812
<INTEREST-DEPOSIT> 4,575
<INTEREST-EXPENSE> 7,326
<INTEREST-INCOME-NET> 8,486
<LOAN-LOSSES> 300
<SECURITIES-GAINS> 8,186
<EXPENSE-OTHER> 5,987
<INCOME-PRETAX> 3,658
<INCOME-PRE-EXTRAORDINARY> 2,351
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,351
<EPS-BASIC> .41
<EPS-DILUTED> .41
<YIELD-ACTUAL> 3.98
<LOANS-NON> 624
<LOANS-PAST> 0
<LOANS-TROUBLED> 842
<LOANS-PROBLEM> 5,796
<ALLOWANCE-OPEN> 7,646
<CHARGE-OFFS> 3,561
<RECOVERIES> 33
<ALLOWANCE-CLOSE> 4,418
<ALLOWANCE-DOMESTIC> 4,418
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
