Our family’s bank. And yours.
400 Mystic Avenue, Medford, MA 02155 (866) 823-6887 CenturyBank.com
2013
ANOTHER YEAR WHEN
IT ALL CAME TOGETHER...
A n n u a l R e p o r t
Equal Housing Lender/Member FDIC
© 2014 Century Bancorp, Inc. All rights reserved.
002-CSN31CB
440778_Cover.Cs6.indd 1
2/25/14 3:06 PM
“
2013 was another year when it all came together for Century Bank. I’m confident in the fact
that Century remains true to the founding principles that have guided our strategy for almost
45 years. As a family-run business, our belief that “character counts” has worked for us
since our inception and continues to pay dividends for our shareholders. The “giants” of our
industry need to reflect on this principal too. It has become too commonplace that we are
made aware of more incidents where they violated laws and regulations and as a result paid
substantial fines, which at the end of the day dilutes stockholders’ equity. I’m grateful to our
shareholders, as well as our associates and clients who have all played a role in the growth
of Century. I look forward to prospering together in 2014 and the years ahead.
Marshall M. Sloane, Founder and Chairman
“
About Century
Headquarters
Century Bancorp, Inc. is a $3.43 billion banking and financial services company headquartered in
Medford, Massachusetts. The Company operates 26 banking offices in 19 cities and towns in
Massachusetts and provides a full range of business, personal, and institutional services.
Allston Branch
Andover Branch
Beverly Branch
Braintree Branch
Brookline Branch
Burlington Branch
Cambridge Branch
Chestnut Hill Square Branch
Coolidge Corner Branch
Everett Branch
Federal Street Branch
Fellsway Branch
Kenmore Square Branch
Lynn Branch
Malden Branch
Medford Square Branch
Newton Centre Branch
North End Branch
Peabody Branch
Quincy Branch
Salem Branch
Somerville Branch
State Street Branch
Wellesley Branch
Winchester Branch
Our family’s bank. And yours.
Pictured from left: President & CEO Barry R. Sloane; Executive Vice President Linda Sloane Kay; and Founder & Chairman Marshall M. Sloane
440778_Cover.Cs6.indd 2
2/25/14 5:07 PM
2013
Dear Fellow Shareholders:
2013 was the fourth consecutive record year for Century Bank. As we approach our 45th anniversary,
assets, deposits, earnings, and loans all again reached record levels. We ended 2013 at $3.43 billion
in assets and the milestone of over $20 million of annual earnings. Our stock rose 1% during the year
to close at $33.25; a three-year increase of 24% and a five-year increase of 111%. 2013 was another
year when it all came together for Century in the midst of a banking industry in turmoil.
CONFIDENCE IN OUR PERFORMANCE
It has often been said that banking is a business built on confidence. People entrust their assets to
those institutions and bankers in whom they place their financial confidence. Our stakeholders have
demonstrated confidence in us to do the right thing, confidence in our ability to run a successful
business, and confidence that we will grow with them into the future. In our message this year,
I explore the key elements of confidence that led to our prosperity. We manifest our confidence in
the future of our communities and our clients, and in return, we benefit by the reciprocal confidence we
have earned from our marketplace through nearly a half century of banking leadership, all guided with
respected wisdom by our Founder and Chairman, Marshall M. Sloane.
EARNINGS PER CLASS A SHARE,
DILUTED
1
6
.
3
$
3
4
.
3
$
1
0
.
3
$
‘11
‘12
‘13
NET INCOME (in thousands)
6
4
0
,
0
2
$
9
3
0
,
9
1
$
‘11
‘12
‘13
TOTAL ASSETS (in thousands)
9
0
2
,
6
8
0
,
3
$
4
5
1
,
1
3
4
,
3
$
‘11
‘12
‘13
3
9
6
,
6
1
$
5
2
2
,
3
4
7
,
2
$
2 0 1 3 A N N U A L R E P O R T
CONFIDENCE IN NET
EARNINGS GROWTH
Net income grew by 5.3% to a
record $20 million, or $3.61 per
Class A share diluted, for the year
ended December 31, 2013, as
compared to net income of $19
million, or $3.43 per Class A share
diluted, for 2012. Century’s return
on average equity (ROE) improved
to 11.58%, compared to 2012’s
11.06%. Our ROE remains well
above the average ROE of our regional
peer group. Our efficiency ratio
of overhead to revenue increased
slightly to 63%, up from 62% in
2012, yet still below the median
(lower is favorable) within our
regional peer group. We added
significant resources to our business
platform in 2013, yet maintained
intense control over expenses.
CONFIDENCE IN SIGNIFICANT
ASSET GROWTH
Total assets grew 11.2% to a record
$3.43 billion on December 31, 2013,
up from $3.09 billion on December
31, 2012, an increase of $345
million. Century made significant
new client acquisitions in 2013 in
all three business lines: consumer,
business, and institutional services.
Depositor confidence is predicated
on a stable banking environment and
the markers of consistent growth of
earnings and assets. We produce
consistent earnings and asset growth
without the turbulence of event risk
and speculation encountered by
many of our competitors. Depositor
confidence builds assets over time
without excessive interest expense.
CONFIDENCE IN CAPITAL
ADEQUACY
Total equity was $176.5 million on
December 31, 2013, a decrease
of $3.5 million, or 2%, from $180
million on December 31, 2012.
Book value per share decreased to
$31.76 at December 31, 2013,
down by $0.64 from $32.40 at
December 31, 2012. The slight
reduction in book value per share
was due to a decline in value of our
“available-for-sale” securities
portfolio during the first half of
2013. In the third quarter of
2013, we made the strategic
decision to transfer most of our
available-for-sale portfolio to the
held-to-maturity category. We did
so in an effort to minimize the
possibility that rising interest rates
could necessitate a book reduction
of capital to reflect the potentially
lower value of our securities portfolio.
It was a decision predicated in risk
management, which will come as
no surprise, since our enduring
priority is the safety and adequacy
of our capital. Century is “well
capitalized” by all regulatory standards,
and we foresee no difficulty passing
all proposed “Basel III” standards with
future organic capital generation
from earnings.
BILLION IN TOTAL ASSETS
$3.43
2 0 1 3 A N N U A L R E P O R T
Pictured from left:
Executive Vice President David B. Woonton
Chief Financial Officer & Treasurer William P. Hornby
Executive Vice President Brian J. Feeney
Executive Vice President Paul A. Evangelista
CONFIDENCE IN OUR LOAN PORTFOLIO
Total loans grew by $153 million, or 14%, to $1.26 billion on December 31, 2013,
a clear record. Non-performing assets fell 43% from the previous year, to $2.5
million. We’re not perfect, but our loan portfolio is “pristine,” as described by many
outside observers. The education and healthcare sectors continue to anchor our
loan growth, increasing 39%, in 2013 as many quality not-for-profit institutions
expanded and refinanced older “swapped” debt with simpler and less expensive
“direct purchase” private placements. We are, by any standard, one of the leading
experts in tax-exempt financing in New England.
Century’s loan portfolio was built by relentless bankers who, for decades, have
been calling on the most attractive business prospects in our marketplace. We
combine expert market knowledge with extraordinary product expertise, leading to
some of the longest-duration satisfied relationships in banking. The process goes
on every day, pushing up our market share. We have increasingly found that we
must train our own new lenders, in both quantitative and qualitative skills. We are
proud to now have a group of junior lenders in various stages of training evolution
who will form the next generation of our line officers. Our loan underwriting team
proudly manages a daily process of loan review and approval that ensures speedy
and thoughtful decisions by experienced senior managers.
In the record year of 2013, we closed $142 million in residential first mortgages
and $83 million in home equity lines and loans. Our program of calling on
real estate brokers is in its second successful year. We are building long-term
relationships with brokers throughout the Boston area for their important referrals.
We also extended 390 energy conservation loans through the Mass Save loan
program, helping us do our part for conservation while originating new long-term
relationships.
$1.26
BILLION IN TOTAL LOANS
2 0 1 3 A N N U A L R E P O R T
The implementation of the Dodd-Frank Act included the concept of a Qualified
Mortgage (QM). Although the intent to eliminate inappropriate or abusive loans to
consumers was admirable in light of recent history, the unfortunate unintended
consequence was to eliminate our freedom to make an exception for loyal clients
who may have experienced circumstantial credit or employment difficulties. Sadly,
we have already found ourselves declining many applicants who cannot attain the
ratio of QM debt to income standard. We hope the Consumer Protection Financial
Board soon reinstates our authority to make exceptions for applicants who face
life challenges. Making an informed exception for borrowers who need a “second
chance” has long been one of the keystones of community banking. We miss it.
As we compete with our “giant” peers, we are struck by how, in virtually every case,
they make loan decisions by formula, by people hundreds, if not thousands, of
miles away from potential customers. Bad credit decisions are usually made by
decentralized credit authorities far from the relevant geography. Empowering our
bankers with quick, local, and informed decision-making is our foundation and
competitive attribute. We will never bureaucratize or formularize our lending
process. Creativity and transparency in our loan process are critical elements of
client retention.
CONFIDENCE IN OUR GROWING BRANCH SYSTEM
In 2013, we opened our 26th branch at Chestnut Hill Square in Newton. Our
western region, under Linda Sloane Kay’s leadership, now includes five branches and
about $350 million in deposits. We also have meaningful market share in Brookline,
Newton, and Wellesley. We have signed a lease to add a highly visible branch in
Woburn, a vibrant community in which we have long sought a presence. The biggest
asset in our branch system is our 26 experienced and diligent branch managers.
They know their clients and communities, and every week, I hear from truly
satisfied clients about their positive experiences. These managers are the jewels
of our branch system.
LINDEN & MALDEN CEMENT BLOCK
RECOGNIZED BY SMALL BUSINESS
BANKING PARTNERSHIP
Pictured from left:
The Honorable Gary Christenson,
Mayor of Malden; Barry R. Sloane;
State Treasurer Steven Grossman;
John Rappoli, Owner, Linden & Malden
Cement Block; Maureen Rappoli;
State Representative Paul A. Brodeur;
and Janice D. Taylor, VP, Century Bank.
CHESTNUT HILL SQUARE
GRAND OPENING RIBBON CUTTING
Pictured from left:
Julie Marcus, President of the
Boston Children’s Hospital League;
Barbara J. G. Sloane; The Honorable
Setti Warren, Mayor of Newton;
Marshall M. Sloane; Barry R. Sloane;
Attorney Mark Lichtenstein; Jonathan
Kay; and Linda Sloane Kay.
CONFIDENCE IN
OUR INSTITUTIONAL SERVICES
The Institutional Services Group,
which includes our government,
cash management, and not-for-profit
banking teams, had another record
year of client growth. Our share of
government banking deposits is now
reported to be the highest among
Massachusetts chartered banks,
and we have significantly expanded
our relationships in Rhode Island and
New Hampshire.
We processed over 21 million
transactions in 2013, with
exceptional quality control and
customer service. A new large
lockbox client whose previous giant
processor moved its facility far out
of state recently told us that was
“when the pain began.” The
description clearly captured a
view of clients’ negative experiences
with many of our competitors. We
pride ourselves on local control,
implementation, and service. Problems
are identified and solved quickly
by officers with authority and
confidence in their actions and
management’s support. We are
confident that even as the number
of paper items gradually declines,
the need for high-volume processing
services will be permanent for
industries whose revenue is
predicated on millions of repetitive
payments. There may be fewer
providers of the lockbox service in
the future, but there will always be
a demand for the highest-quality
customized and responsive service.
Our lockbox “factory” continues to
be one of the largest engines of our
deposit growth.
2 0 1 3 A N N U A L R E P O R T
CONFIDENCE IN
OUR BRAND
Our marketing program has achieved
its principal objective: to create a
sustainable and differentiated brand
awareness throughout our market.
Combining print, radio, and web
advertising, our program has used
the media to explain Century’s history,
philosophy, and key attributes to the
decision makers in all three of our
market segments. Our radio
commercials are made without a
script; they are the result of true
conversations with on-air talent,
a practice that communicates the
sincerity of the spokesperson. It’s
working, and our new client success
proves it.
CONFIDENCE IN OUR
INFORMATION SYSTEMS
Century’s information services
platform is critical to serving our
clients and protecting their precious
private information. We are relentless
in the testing, enhancement, and
augmentation of our automation
platform. Management spends
countless hours managing the risks
and opportunities of technological
evolution. We maintain parity with
our peers in every principal function
and take great pride that, in 2013,
we debuted our mobile deposit
capability and an entirely new and
redesigned website. We have many
plans in the pipeline for future
application enhancements.
ACCOLADES
2013 Bank & Thrift
SM-ALL STARS
S A N D L E R O ’ N E I L L + P A R T N E R S
2 0 1 3 A N N U A L R E P O R T
CONFIDENCE IN OUR COMMUNITIES
At our heart, we are and always will be a community bank. Even as we grow to
“regional” size, we never forget the communities we serve and our duty to their
futures. We always have time to attend a public meeting, listen to their elected
officials, or support their charities. We see a duty to fill the void created by the
globalization of the giant banks and be a reliable and available partner for
the challenges and opportunities of the people and businesses of our 19
communities. We are proud of their industry and initiative, and we hope we
always reflect pride on them.
CONFIDENCE IN OUR FUTURE
We wish we could say we are confident about the progress being made to
reduce the size of the federal budget deficit and national debt, but alas, no real
improvement was made in 2013. We are governed now by the Congressional
instrument of continuing resolution, a structure that would never find acceptance
in the private sector. In the post-War period, it has often been said that the
US dollar enjoys a “dominant privilege” in the context of the global debt and
currency markets. We are fortunate that the dollar is still seen as the world’s
reserve currency, but chaos in Washington and uncontrolled public debt will
ultimately undermine that status in favor of others. We can only hope that, in
2014, more agreement and compromise will lead to long-term fiscal solutions.
In the meantime, we do know that the most important financial transactions in the
lives of organizations and individuals require an intense personal involvement by
ROSE SLOANE GARDEN
MEDFORD, MA
Throughout 2013, Century Bank
hosted several community
celebrations in the Rose Sloane
Garden in Medford Square.
SENIOR VICE PRESIDENTS
Pictured from left:
Front row: Nancy Lindstrom; Richard L. Billig; Kenneth A. Samuelian; and James M. Flynn, Jr.
Back row: Phillip A. Gallagher; William J. Gambon, Jr.; Jason J. Melius; Anthony C. LaRosa; and Yasmin D. Whipple
2 0 1 3 A N N U A L R E P O R T
SENIOR VICE PRESIDENTS
Pictured from left:
Front row: Deborah R. Rush; Thomas E. Piemontese; Gerald S. Algere; Susan B. Delahunt; and Janice A. Brandano
Back row: Shipley C. Mason; Bradford J. Buckley; Peter R. Castiglia; and Timothy L. Glynn
A-
S&P QUALITY RANKING
bankers, and no machine has yet shown itself to be an effective decision maker or
retention strategist. Hence, we are confident that there is a strong future for community
and regional banks, not dissimilar to the gap Century filled in Somerville in 1969, in
the year of the bank’s founding. We carry on the legacy of our Founder’s credo to do
the right thing by each client and conservatively manage the credit risks...the rest will
follow. It worked then, it works now. The fundamentals remain the same.
As this report went to press, we received the good news that S&P upgraded our
quality ranking to A-, a rare accolade to a regional bank of our size.
CONFIDENCE IN OUR PEOPLE
We are so blessed by the continuity, resourcefulness, and professionalism of our
400 Century colleagues. We’ve had our share of storms, illness, and industry
challenges, and the members of our team outperform and overcome every obstacle
they face. We are truly a family on every working level. We have confidence in all of
our associates and thank them for all they do everyday.
2013 was a year it all came together. We’ll do our best to make it happen again
in 2014.
Gratefully,
Barry R. Sloane
President and CEO
2 0 1 3 A N N U A L R E P O R T
CONFIDENCE IN OUR SUPPORT
to over 268 community organizations in 2013.
2020 Women on Boards / Action for Boston Community Development, Inc. / Adopt-A-Student
Foundation / AFSCME Council 93 / American Cancer Society / American Friends of Rambam /
American Jewish Committee / American Red Cross of Northeast Massachusetts / Andover Business
Center Association / Andover Coalition for Education / Andover Rising Stars / Andover Rotary Club /
Andover Youth Foundation / Anti-Defamation League / Apollo Club of Boston / Archdiocese of
Boston / Association of Latino Professionals in Finance & Accounting / Association of Professional
Chaplains / Associazione Gizio / Associazione Nazionale Carabinieri / Bais Yaakov of Boston High
School for Girls / Bay State Chapter Freedoms Foundation / Beacon Academy / Best Buddies /
Beth Israel Deaconess Medical Center-Milton / Beverly Hockey Alumni Association / Beverly Holiday
Parade / Birthday Wishes / Boston Ballet / Boston Children’s Hospital / Boston Children’s Hospital
League / Boston College / Boston Harbor Association / Boston Jewish Film Festival / Boston
Minuteman Council, Boy Scouts of America / Boston Renaissance Charter Public School /
Boston Ronald McDonald House / Boston Scholar Athletes / BostonGives, Inc. / Boy Scouts of
America / Boys and Girls Clubs of Boston / Brandeis University / Bread of Life / Brendan M. Curtin
Scholarship Fund / Brookline Chamber of Commerce / Brookline Rotary Club / Brookline Senior Center /
Burlington High School Scholarship Program / Cambridge & Somerville Program for Alcoholism and
Drug Abuse Rehabilitation (CASPAR) / Cambridge Chamber of Commerce / Cambridge YWCA /
Camp Harbor View Foundation, Inc. / Cardinal Cushing Centers, Inc. / Cardinal Spellman High School /
Catholic Charities of Boston / Catholic Schools Foundation / Central Catholic High School /
Challenge Unlimited / Christians and Jews United for Israel / City of Boston / City of Cambridge /
City of Chicopee / City of Lowell / City of Medford / Combined Jewish Philanthropies / Community
Servings / Community Teamwork / Cristo Rey Boston High School / Dana-Farber Cancer Institute /
Dimock Community Health Centers / Disabled American Veterans / Don Guanella Center / DONNE
2000 / Dorothy C. Gabriel Foundation / Dreamfar High School Marathon / East Boston Social
Centers / East Middlesex Association for Children / Emerald Necklace Conservancy / English At Large /
Everett Babe Ruth League / Everett Chamber of Commerce / Everett High School / Facing Cancer
Together / Fayerweather Street School / Federazione Associazine / Fisher Center for Alzheimer’s
Research Foundation / Fontbonne Academy / Foundation for Faces of Children / Fourth Presbyterian
Church of South Boston / Franciscan Hospital for Children / Friends of Medford Softball / Friends of
Post Office Square / Gann Academy / Golf Fights Cancer / Greater Lawrence Family Health Center /
Greater Lynn Senior Services / Green Medford / Hallmark Health System / Harry Langburd
Scholarship Fund / Hebrew SeniorLife / Homes for Our Troops / Hope For Caroline, Inc. / Hospitality
Homes, Inc. / Interfaithfamily.com / Italia Unita / Italian American Association / Italian Home for
Children / Jewish Big Brothers Big Sisters / Jewish Community Centers of Greater Boston / Jewish
Family Service / John T. Forcellese Memorial Fund / Koleinu Boston’s Jewish Community Chorus /
Ladies Ancient Order of Hibernians / Liberty Belle Chorus of Sweet Adelines / Little Sisters of
the Poor / Longwood Giving / Lynn Chamber of Commerce / Lynn Housing Authority & Neighborhood
Development / Lynn Lions Club / Malden Chamber of Commerce / Malden Rotary Club / Malden
Youth Lacrosse / March of Dimes / MASCO / Massachusetts Affordable Housing Alliance /
Massachusetts Association of Community Development Corporations / Massachusetts Early
Intervention Consortium / Massachusetts Eye and Ear Infirmary / Massachusetts General Hospital /
Massachusetts Thoroughbred Breeders Association / Matignon High School / May Institute /
McGlynn Elementary School / Medford Chamber of Commerce / Medford Community Housing /
Medford High School / Medford Jingle Bell Festival / Medford Police Association / Medford Pop
Warner Colts / Medford Recreational Hockey Association, Inc. / Medford Rotary Club / Mental Health
HOLIDAY TOY DRIVE
Pictured from left:
Linda Sloane Kay; Lisa Vasiloff,
Cofounder & Executive Director,
Birthday Wishes; and
Thatcher L. Freeborn, VP, Century Bank
CATHOLIC CHARITIES ANNUAL
SPRING CELEBRATION
HONORING BARBARA J.G.
AND MARSHALL M. SLOANE
Pictured from left:
Barbara J.G. Sloane; Cardinal Sean P.
O’Malley; and Marshall M. Sloane
CONFIDENCE IN OUR SUPPORT
to over 268 community organizations in 2013.
2 0 1 3 A N N U A L R E P O R T
SHARON MEMORIAL PARK GROUND BREAKING
Pictured from left:
Valerie R. Bosse, AVP, Century Bank;
Bradford J. Buckley, SVP, Century Bank;
Marshall M. Sloane; Frederick Lappin, President,
Sharon Memorial Park; Barry R. Sloane; and
David B. Woonton, EVP, Century Bank
Programs, Inc. (MHPI) / Merrimack Valley Chamber of Commerce / Merritt’s Way Fund / MetroWest
Jewish Day School / Middlebury College / Milton High School / Muscular Dystrophy Association /
My Little Buddys Boat / Mystic Valley Elder Services / NAIOP Massachusetts /
National Multiple Sclerosis Society / National Tay-Sachs & Allied Diseases Association / Nativity
Preparatory School / Nazzaro Recreation Center / Neighborhood House Charter School /
Neurofibromatosis, Inc., Northeast / New England Disabled Sports / Newton at Home /
Newton-Needham Chamber of Commerce / Newton-Wellesley Hospital Charitable Foundation /
North Andover Scholarship Foundation / North Andover Senior Center / North End Against Drugs, Inc. /
North End Chamber of Commerce / North End Community Health Center / North End Music and
Performing Arts Center / North Reading Little League / North Shore Community Action Programs,
Inc. / North Shore Medical Center Cancer Walk / North Shore Technical High School / On The Rise /
Pan-Mass Challenge / Peabody Chamber of Commerce / Project Bread / Prospect Hill Academy Charter
School / Quincy Chamber of Commerce / Quincy Public Schools / Rashi School / RESPOND, Inc. /
Rodman Ride for Kids / Ron Burton Training Village / Sacred Heart Parish / Sacred Heart School /
Saint Agrippina di Mineo / Saint John School / Saint John’s Seminary / Saint Joseph School /
Saint Matthias Parish / Saint Peter School / Salem Chamber of Commerce / Salem Veterans
Services Fund / Salve Regina University / Save the Children / Shakespeare & Company /
Sharon Pop Warner / Silent Spring Institute / Societa di San Giuseppe / Solomon Schechter Day
School / Somerville Chamber of Commerce / Somerville Council on Aging / Somerville High School /
Somerville Historic Preservation Commission / Somerville Housing Authority / Somerville Kiwanis
Club / Somerville Museum / Somerville Pop Warner / Somerville Rotary Club / Special Olympics
Massachusetts / SquashBusters Lawrence / St. John the Baptist Parish / St. John the Evangelist
Church / St. Leonard Parish of Boston / Sunset Point Camp / Suzuki School of Newton / Synagogue
Council of Massachusetts / Teamsters Local 25 / Temple Beth Elohim / Temple Beth Shalom /
Temple Beth Zion / Temple Emanuel Andover / Temple Emanuel Newton / Temple Reyim /
Temple Sinai / The Angel Fund / The ARC of the North Shore / The Cambridge School of Weston /
The David Project / The Food Project / The Foundation for Racial, Ethnic & Religious Harmony /
The Hopes Program / The Jett Foundation / The Jimmy Fund / The Lustgarten Foundation for
Pancreatic Cancer Research / The Missionary Society of St. James the Apostle / The Professional
Center for Child Development / The Skating Club of Boston / The Welcome Project / Town of
Abington / Town of Brookline / Town of Burlington / Town of Needham / Town of Salisbury / Town of
Swampscott / Town of Weymouth / Tri-City Community Action Program, Inc. / Trust for the National
Mall / UNICO Merrimack Valley / University of Massachusetts Boston / Urban League of Eastern
Massachusetts / USO New England / UWUA Local 369 / Ward 7 Improvement Association / Watertown
Youth Baseball / Wellesley Chamber of Commerce / Wellesley Square Merchants Association /
West Suburban YMCA / Winchester Chamber of Commerce / Winchester Foundation for Educational
Excellence / Winchester Police Association / Winchester Rotary Charitable Fund, Inc. /
Winchester Sports Foundation / Women’s Business Group Connects / World Unity / Xaverian
Brothers High School / YMCA of the North Shore / Young Israel of Brookline / Zonta Club of Malden /
Season’s Greetings
CENTURY BANK HOLIDAY CARD
Handprints provided by courageous
Jimmy Fund Clinic patients at the
Dana-Farber Cancer Institute.
HEBREW CHARITABLE BURIAL
GROUND RE-DEDICATION
Marshall M. Sloane, Malden, MA
Century Bancorp, Inc.
Directors
George R. Baldwin4,6*
President & CEO
Baldwin & Company
Stephen R. Delinsky, Esq.1,3*,7
Attorney
Clark, Hunt, Ahearn & Embry
Marshall I. Goldman 3,5
Professor Emeritus
Wellesley College
Russell B. Higley, Esq.6,7
Attorney
Higley & Higley
Jackie Jenkins-Scott 4,5
President
Wheelock College
Linda Sloane Kay 4,5,6,7
Executive Vice President
Century Bank and Trust Company
Fraser Lemley 2*,3,4,5
Chairman & CEO
Sentry Auto Group
Joseph P. Mercurio 2,4,7*
Vice President
Administration & Finance
Quincy College
Joseph J. Senna, Esq.1*,4
Attorney
Barry R. Sloane 4,5,6,7
President & CEO
Century Bank and Trust Company
Marshall M. Sloane 4,5
Chairman of the Board
Century Bank and Trust Company
Stephanie Sonnabend 1, 5*
George F. Swansburg 4*,5,6
Jon Westling 1,2,3
President Emeritus
Boston University
Officers
Marshall M. Sloane
Founder and Chairman
Barry R. Sloane
President & CEO
Linda Sloane Kay
Executive Vice President
William P. Hornby, CPA
Chief Financial Officer & Treasurer
Rosalie A. Cunio
Clerk
Paula A. Grimaldi
Assistant Clerk
Century Bank and Trust
Company Officers
Management Committee
Marshall M. Sloane
Chairman of the Board
Barry R. Sloane
President & CEO
William P. Hornby, CPA
Chief Financial Officer & Treasurer
Paul A. Evangelista
Executive Vice President
Brian J. Feeney
Executive Vice President
Linda Sloane Kay
Executive Vice President
David B. Woonton
Executive Vice President
Richard L. Billig
Senior Vice President
James M. Flynn, Jr.
Senior Vice President
Jason J. Melius
Senior Vice President
Senior Vice Presidents
Gerald S. Algere
Janice A. Brandano
Bradford J. Buckley
Peter R. Castiglia
Susan B. Delahunt
Phillip A. Gallagher
William J. Gambon, Jr.
Timothy L. Glynn
Anthony C. LaRosa, CPA
Nancy Lindstrom
Shipley C. Mason
Thomas E. Piemontese
Deborah R. Rush
Kenneth A. Samuelian
Yasmin D. Whipple
First Vice Presidents
T. Daniel Kausel
David J. Waryas
Vice Presidents
Michael D. Ballard
Jean P. Belcher-Scarpa
Robert A. Bennett
John S. Bosco, Jr.
Gerald Bovardi
Pasqualina Buttiri
Toni M. Chardo
Gracine Copithorne
Rosalie A. Cunio
Barbara J. Cunningham
Anthony Daniels
Sandra R. Edey
Alice E. Edwards
Paul C. Eldredge, CPA, CIA
Michele English
Judith A. Fallon
Thatcher L. Freeborn
Howard N. Gold
Anna M. Gorska
Lisa Gosling
Lisa Gosling
Kristine M. Holopainen
Darlene Joyce
Michael F. Long
Nancy M. Marsh
Karen M. Martin
Carl M. Mattos
Patricia M. Moran
Holly E. Nahabedian
Sarah A. O’Toole
Cornelius C. Prioleau
Bernice A. Shuman
Paul A. Sughrue
Janice D. Taylor
Tuesday N. Thomas
Lawrence H. Tsoi
Assistant Vice Presidents
Zubin C. Bagwadia
Valerie R. Bosse
Roberta M. Byington
Cynthia A. Davidson
Laura A. DiFava
John R. Ferguson
Marissa L. Fitzgerald
Janice D. Hallinan
Michelle L. Haughton
Ashkon Hedvat
James J. Jordan
William B. Keefe
Malcolm I. Maloon
Ann E. Mannion
Kathleen McGillicuddy
Carol A. Melisi
Anne M. Milczarek
Jennifer A. Nickerson, CPA
Meredith O’Keefe
Karen J. Pessia
Scott M. Rembis
William F. Shutt, Jr.
Mary V. Spadoni
Jeremy P. Styles
Jose I. Umana
Julie A. Walker
Jeanne A. Wood
Officers
Andrew Agyei
Cindy Cohen
Marie D. Costello
Margaret M. DiCeglie
Sara A. Gaudet
Adam S. Glick
Paula A. Grimaldi
Jill A. Holak
Saida Idouahmane
Amelia N. Iocco
Linda M. Johns
Joseph P. Kelley
Brian Kelly
Earl K. Kishida
Brandon N. Letellier
Yasunori Matsumoto
Robson G. Miguel
Kristin M. McNulty
Nancy R. Miller
Robson G. Miguel
Melissa A. Murphy
Nancy R. Miller
John L. Norris III
Melissa A. Murphy
Marie A. Nugent
John L. Norris lll
Valerie C. Paolello
Marie A. Nugent
Samantha A. Petrou
Valerie C. Paolello
Nancy K. Politis
Samantha A. Petrou
Emmanuella Renelique
Nancy K. Politis
Maria R. Serrentino
Krzysztof A. Sikorski
Emmanuella Renelique
Lisa M. Smith
Maria R. Serrentino
Anandha Subramanian, ACA, CPA, CIA, CRMA
Krzysztof A. Sikorski
Oliver Sun
Lisa M. Smith
Elizabeth A. Theriault
Anandha Subramanian, CPA, CIA
Oliver Sun
Elizabeth A. Theriault
1 Audit Committee, 2 Compensation Committee, 3 Nominating Committee, 4 Executive Committee, 5 Asset Liability Committee, 6 Non-deposit Investment and
Insurance Products Committee, 7 Trust Committee, * Committee Chairperson, ** Committee Vice Chairperson
Financial Highlights
1
FINAN C IAL STATEMENTS
3
Management’s Discussion and Analysis of Results of Operations and Financial Condition
18
19
20
21
22
23
52
54
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Management’s Report on Internal Control Over Financial Reporting
Century Bancorp, Inc. AR ’13(dollars in thousands, except share data)
FOR THE YEAR
Interest income
Interest expense
Net interest income
Provision for loan losses
Net interest income after
provision for loan losses
Other operating income
Operating expenses
Income before income taxes
Provision for income taxes
Net income
Average shares outstanding Class A, basic
Average shares outstanding Class B, basic
Average shares outstanding Class A, diluted
Average shares outstanding Class B, diluted
Total shares outstanding at year-end
Earnings per share:
Basic, Class A
Basic, Class B
Diluted, Class A
Diluted, Class B
Dividend payout ratio
AT YEAR-END
Assets
Loans
Deposits
Stockholders’ equity
Book value per share
SELECTED FINANCIAL PERCENTAGES
Return on average assets
Return on average stockholders’ equity
Net interest margin, taxable equivalent
Net charge-offs as a percent
of average loans
Average stockholders’ equity to
average assets
Efficiency ratio
2013
2012
2011
2010
2009
$
79,765
18,805
60,960
2,710
58,250
18,615
55,812
21,053
1,007
$
81,494
19,540
61,954
4,150
57,804
15,865
53,238
20,431
1,392
$
78,065
22,766
55,299
4,550
50,749
16,240
48,742
18,247
1,554
$
76,583
24,817
51,766
5,575
46,191
15,999
47,372
14,818
1,244
$
79,600
31,723
47,877
6,625
41,252
16,470
46,379
11,343
1,183
$
20,046
$
19,039
$
16,693
$
13,574
$
10,160
3,575,683
1,980,855
5,557,693
1,980,855
5,556,584
$
$
$
$
4.39
2.19
3.61
2.19
10.9 %
$ 3,431,154
1,264,763
2,715,839
176,472
31.76
$
0.60 %
11.58 %
2.21 %
0.08 %
5.22 %
63.0 %
3,557,693
1,990,474
5,549,191
1,990,474
5,554,959
$
$
$
$
4.18
2.09
3.43
2.09
11.5 %
$ 3,086,209
1,111,788
2,445,073
179,990
32.40
$
0.65 %
11.06 %
2.51 %
0.15 %
5.85 %
62.1 %
3,543,233
1,997,411
5,541,794
1,997,411
5,542,697
$
$
$
$
3.68
1.84
3.01
1.84
13.1 %
$ 2,743,225
984,492
2,124,584
160,649
28.98
$
0.63 %
10.72 %
2.48 %
0.21 %
5.88 %
62.2 %
3,521,179
2,012,327
5,535,742
2,012,327
5,540,247
$
$
$
$
3.00
1.50
2.45
1.50
16.0 %
$ 2,441,684
906,164
1,902,023
145,025
26.18
$
0.56 %
9.52 %
2.52 %
0.44 %
5.93 %
65.0 %
3,509,931
2,022,318
5,534,340
2,022,318
5,530,297
$
$
$
$
2.25
1.12
1.84
1.12
21.4 %
$ 2,254,035
877,125
1,701,987
132,730
24.00
$
0.50 %
7.98 %
2.69 %
0.63 %
6.26 %
68.5 %
1
Century Bancorp, Inc. AR ’13Financial Highlights
Per Share Data
2013, Quarter Ended
Market price range (Class A)
High
Low
Dividends Class A
Dividends Class B
2012, Quarter Ended
Market price range (Class A)
High
Low
Dividends Class A
Dividends Class B
December 31,
September 30,
June 30,
March 31,
$ 35.98
29.67
0.12
0.06
$ 37.80
31.22
0.12
0.06
$ 35.75
31.11
0.12
0.06
$ 35.40
30.41
0.12
0.06
December 31,
September 30,
June 30,
March 31,
$ 34.00
28.02
0.12
0.06
$ 33.00
28.46
0.12
0.06
$ 30.24
25.00
0.12
0.06
$ 29.50
23.51
0.12
0.06
The stock performance graph below compares the cumulative total shareholder return of the Company’s Class A Common Stock from December 31, 2008 to
December 31, 2013 with the cumulative total return of the NASDAQ Market Index (U.S. Companies) and the NASDAQ Bank Stock Index. The lines in the graph
represent monthly index levels derived from compounded daily returns that include all dividends. If the monthly interval, based on the fiscal year-end, was not a
trading day, the preceding trading day was used.
Comparison of Five-Year
$300
Cumulative Total Return*
$250
$200
$150
$100
$50
$0
Century Bancorp, Inc.
NASDAQ U.S.
NASDAQ Banks
2008
2009
2010
2011
2012
2013
Value of $100 Invested on
December 31, 2008 at:
2009
2010
2011
2012
2013
Century Bancorp, Inc.
NASDAQ Banks
NASDAQ U.S.
$ 143.61
84.30
143.74
$ 178.37
100.68
170.18
$ 191.51
90.16
171.08
$ 227.01
105.38
202.40
$ 232.34
150.84
281.92
* Assumes that the value of the investment in the Company’s Common Stock and each index was $100 on
December 31, 2008 and that all dividends were reinvested.
2
Century Bancorp, Inc. AR ’13Financial Highlights
FORWARD-LOOKING STATEMENTS
Certain statements contained herein are not based on historical facts and
are “forward-looking statements” within the meaning of Section 21A of the
Securities Exchange Act of 1934. Forward-looking statements, which are based
on various assumptions (some of which are beyond the Company’s control),
may be identified by reference to a future period or periods, or by the use
of forward-looking terminology, such as “may,” “will,” “believe,” “expect,”
“estimate,” “anticipate,” “continue” or similar terms or variations on those terms,
or the negative of these terms. Actual results could differ materially from those
set forth in forward-looking statements due to a variety of factors, including,
but not limited to, those related to the economic environment, particularly
in the market areas in which the Company operates, competitive products
and pricing, fiscal and monetary policies of the U.S. Government, changes in
government regulations affecting financial institutions, including regulatory fees
and capital requirements, changes in prevailing interest rates, acquisitions and
the integration of acquired businesses, credit risk management, asset/liability
management, the financial and securities markets, and the availability of and
costs associated with sources of liquidity.
The Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions which may be made to any forward-
looking statements to reflect the occurrence of anticipated or unanticipated
events or circumstances after the date of such statements.
RECENT MARKET DEVELOPMENTS
The financial services industry continues to face challenges in the aftermath
of the recent national and global economic crisis. Since June 2009, the U.S.
economy has been recovering from the most severe recession and financial crisis
since the Great Depression. There have been some improvements in private-
sector employment, industrial production and U.S. exports; nevertheless, the
pace of economic recovery has been slow. Financial markets have improved since
the depths of the crisis but are still unsettled and volatile. There is continued
concern about the U.S. economic outlook.
On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the “Act”) became law. The Act was intended to address many issues arising
in the recent financial crisis and is exceedingly broad in scope, affecting many
aspects of bank and financial market regulation. The Act requires, or permits
by implementing regulation, enhanced prudential standards for banks and bank
holding companies inclusive of capital, leverage, liquidity, concentration and
exposure measures. In addition, traditional bank regulatory principles such as
restrictions on transactions with affiliates and insiders were enhanced. The Act
also contains reforms of consumer mortgage lending practices and creates a
Bureau of Consumer Financial Protection, which is granted broad authority
over consumer financial practices of banks and others. It is expected as the
specific new or incremental requirements applicable to the Company become
effective that the costs and difficulties of remaining compliant with all such
requirements will increase. The Act broadens the base for FDIC assessments
to average consolidated assets less tangible equity of financial institutions
and also permanently raises the current standard maximum FDIC deposit
insurance amount to $250,000. The Act extended unlimited deposit insurance
on non-interest bearing transaction accounts through December 31, 2012.
In addition, the Act added a new Section 13 to the Bank Holding Company
Act, the so-called “Volcker Rule,” (the “Rule”) which generally restricts certain
banking entities such as the Company and its subsidiaries or affiliates, from
engaging in proprietary trading activities and owning equity in or sponsoring any
private equity or hedge fund. The Rule became effective July 21, 2012. The final
implementing regulations for the Rule were issued by various regulatory agencies
in December, 2013 and under an extended conformance regulation compliance
must be achieved by July 21, 2015. Under the Rule, the Company may be
restricted from engaging in proprietary trading, investing in third party hedge or
private equity funds or sponsoring new funds unless it qualifies for an exemption
from the rule. The Company has little involvement in prohibited proprietary
trading or investment activities in covered funds and the Company does not
3
expect that complying with the requirements of the Rule will have any material
effect on the Company’s financial condition or results of operation.
On September 29, 2009, the FDIC adopted a Notice of Proposed Rulemaking
(NPR) that would require insured institutions to prepay their estimated
quarterly risk-based assessments for the fourth quarter of 2009 and for all of
2010, 2011 and 2012. The FDIC Board voted to adopt a uniform three-basis
point increase in assessment rates effective on January 1, 2011, and extend
the restoration period from seven to eight years. This rule was finalized on
November 2, 2009. The Company’s quarterly risk-based deposit insurance
assessments were paid from this amount until June 30, 2013. The Company
received a refund of $2.4 million of prepaid FDIC assessments in June 2013.
Federal banking regulators have issued risk-based capital guidelines, which assign
risk factors to asset categories and off-balance-sheet items. Also, the Basel
Committee has issued capital standards entitled “Basel III: A global regulatory
framework for more resilient banks and banking systems” (“Basel III”). The
Federal Reserve Board has finalized its rule implementing the Basel III regulatory
capital framework. The rule, that will come into effect in January 2015, sets the
Basel III minimum regulatory capital requirements for all organizations. It includes
a new common equity Tier I ratio of 4.5 percent of risk-weighted assets, raises
the minimum Tier I capital ratio from 4 percent to 6 percent of risk-weighted
assets and would set a new conservation buffer of 2.5 percent of rick-weighted
assets. The Company has analyzed the final rules; the implementation of the
framework will not have a material impact on the Company’s financial condition
or results of operations.
The Governor of Massachusetts has proposed a tax plan that would
modify existing income tax rules. The governor’s plan is part of his budget
recommendations for fiscal year 2015, and will subject security corporations
to the same tax base and rate as regular business corporations. The proposed
tax changes would take effect as of January 1, 2015. The Company is currently
analyzing the financial impact of the proposed changes.
OVERVIEW
Century Bancorp, Inc. (together with its bank subsidiary, unless the context
otherwise requires, the “Company”) is a Massachusetts state-chartered bank
holding company headquartered in Medford, Massachusetts. The Company is a
Massachusetts corporation formed in 1972 and has one banking subsidiary (the
“Bank”): Century Bank and Trust Company formed in 1969. At December 31,
2013, the Company had total assets of $3.4 billion. Currently, the Company
operates 26 banking offices in 19 cities and towns in Massachusetts, ranging
from Braintree in the south to Andover in the north. The Bank’s customers
consist primarily of small and medium-sized businesses and retail customers
in these communities and surrounding areas, as well as local governments and
institutions throughout Massachusetts.
The Company’s results of operations are largely dependent on net interest
income, which is the difference between the interest earned on loans and securities
and the interest paid on deposits and borrowings. The results of operations
are also affected by the level of income/fees from loans and deposits, as well as
operating expenses, the provision for loan losses, the impact of federal and state
income taxes and the relative levels of interest rates and economic activity.
The Company offers a wide range of services to commercial enterprises, state
and local governments and agencies, nonprofit organizations and individuals. It
emphasizes service to small and medium-sized businesses and retail customers
in its market area. The Company makes commercial loans, real estate and
construction loans, and consumer loans and accepts savings, time and demand
deposits. In addition, the Company offers to its corporate and institutional
customers automated lockbox collection services, cash management services
and account reconciliation services, and it actively promotes the marketing of
these services to the municipal market. Also, the Company provides full-service
securities brokerage services through a program called Investment Services at
Century Bank, which is supported by LPL Financial, a third party full-service
securities brokerage business.
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial ConditionThe Company is also a provider of financial services, including cash
management, transaction processing and short-term financing, to municipalities
in Massachusetts, New Hampshire and Rhode Island, consisting of 204
relationships. The Company has deposit relationships with 193 (55%) of the
351 cities and towns in Massachusetts.
The Company had net income of $20,046,000 for the year ended
December 31, 2013, compared with net income of $19,039,000 for the year
ended December 31, 2012, and net income of $16,693,000 for the year
ended December 31, 2011. Class A diluted earnings per share were $3.61 in
2013, compared to $3.43 in 2012 and $3.01 in 2011.
2013
2012
2011
Earnings per share (EPS) for each class of stock and for each year ended
Basic EPS – Class A common
December 31, is as follows:
Basic EPS – Class B common
Diluted EPS – Class A common
Diluted EPS – Class B common
$ 4.39
$ 2.19
$ 3.61
$ 2.19
$ 4.18
$ 2.09
$ 3.43
$ 2.09
$ 3.68
$ 1.84
$ 3.01
$ 1.84
3.20 %
The trends in the net interest margin are illustrated in the graph below:
3.00 %
2.64%
2.80 %
Net Interest Margin
2.43%
2.60 %
2.40 %
2.20 %
2.00 %
2.73%
2.25%
2.44%
2.30%
2.48%
2.52%
2.42%
2.16%
2.21% 2.20%
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3 Q4
2011
2012
2013
Pricing discipline occurred through the first quarter of 2011. The net
interest margin fell somewhat during the second quarter of 2011 mainly
as a result of increased deposits and corresponding lower yield short-term
investments. During the third quarter of 2011 through the third quarter of
2012, management stabilized the net interest margin by continuing to lower
cost of funds, and by deploying excess liquidity through expansion of the
investment portfolio. Also, the Company collected approximately $3,253,000
of prepayment penalties during 2012. The primary factor accounting for
the decrease in the net interest margin for the fourth quarter of 2012 and
through the fourth quarter of 2013 was an additional large influx of deposits.
Management invested the funds in shorter term securities.
While management will continue its efforts to improve the net interest margin,
there can be no assurance that certain factors beyond its control, such as the
prepayment of loans and changes in market interest rates, will continue to
5.00 %
positively impact the net interest margin.
4.00 %
Historical U.S. Treasury Yield Curve
3.00 %
2.00 %
1.00 %
0.00 %
3 Month 6 Month 2 Year 3 Year
5 Year 10 Year 30 Year
U.S. Treasury Yield Curve 12/31/2011
U.S. Treasury Yield Curve 12/31/2012
U.S. Treasury Yield Curve 12/31/2013
A yield curve is a line that typically plots the interest rates of U.S. Treasury
Debt, which have different maturity dates but the same credit quality, at a
specific point in time. The three main types of yield curve shapes are normal,
inverted and flat. Over the past three years, the U.S. economy has experienced
low short-term rates. During 2013, longer-term rates have increased resulting in
a steepening of the yield curve.
During 2013, the Company’s earnings were positively impacted primarily by an
increase in other operating income and a decrease in provision for loan losses.
This increase in other operating income was primarily due to an increase in net
gains on sales of loans and net gains on sales of securities. The decrease in the
provision for loan losses was primarily attributable to a lower level of charge-off
activity and changes in portfolio composition. During 2013, 2012 and 2011,
the U.S. economy experienced a lower short-term rate environment. The lower
short-term rates negatively impacted the net interest margin as the rate at which
short-term deposits could be invested declined more than the rates offered on
those deposits. The net interest margin was positively impacted in 2012 as a
result of prepayment penalties that were collected during the year.
Total assets were $3,431,154,000 at December 31, 2013, an increase of
11.2% from total assets of $3,086,209,000 at December 31, 2012.
On December 31, 2013, stockholders’ equity totaled $176,472,000,
compared with $179,990,000 on December 31, 2012. Book value per
share decreased to $31.76 at December 31, 2013, from $32.40 on
December 31, 2012.
During July 2010, the Company entered into a lease agreement to open a
branch located at Newton Centre in Newton, Massachusetts. The branch opened
on June 20, 2011.
During September 2010, the Company entered into a lease agreement to
open a branch located in Andover, Massachusetts. The branch opened on
July 16, 2012.
During June 2012, the Company entered into a lease agreement to open
a branch located in Wellesley, Massachusetts. The branch opened on
November 26, 2012.
During July 2012, the Company received state regulatory approval to close
a branch at Chestnut Hill in Newton, Massachusetts. The branch closed
on September 21, 2012 and the accounts were temporarily moved to the
Brookline, Massachusetts branch. During July 2012, the Company entered
into a lease agreement and received regulatory approval to open a branch at
a new location at Chestnut Hill in Newton, Massachusetts. The branch opened
on November 7, 2013 and the majority of the accounts that were temporarily
moved to the Brookline, Massachusetts branch were moved to the new branch at
Chestnut Hill in Newton, Massachusetts.
During December 2013, the Company entered into a lease agreement to open
a branch located in Woburn, Massachusetts. The branch is scheduled to open
during the third quarter of 2014.
CRITICAL ACCOUNTING POLICIES
Accounting policies involving significant judgments and assumptions by
management, which have, or could have, a material impact on the carrying value
of certain assets and impact income, are considered critical accounting policies.
The Company considers impairment of investment securities and allowance for
loan losses to be its critical accounting policies. There have been no significant
changes in the methods or assumptions used in the accounting policies that
require material estimates and assumptions.
4
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Impaired Investment Securities
If a decline in fair value below the amortized cost basis of an investment security is judged to be “other-than-temporary,” the cost basis of the investment is written
down to fair value. The amount of the writedown is included as a charge to earnings. The amount of the impairment charge is recognized in earnings with an offset for
the noncredit component which is recognized through other comprehensive income. Some factors considered for other-than-temporary impairment related to a debt
security include an analysis of yield which results in a decrease in expected cash flows, whether an unrealized loss is issuer specific, whether the issuer has defaulted on
scheduled interest and principal payments, whether the issuer’s current financial condition hinders its ability to make future scheduled interest and principal payments
on a timely basis or whether there was a downgrade in ratings by rating agencies.
The Company does not intend to sell any of its debt securities with an unrealized loss, and it is not more likely than not that it will be required to sell the debt
securities before the anticipated recovery of their remaining amortized cost, which may be maturity.
Allowance for Loan Losses
Arriving at an appropriate level of allowance for loan losses necessarily involves a high degree of judgment. Management maintains an allowance for loan losses to
absorb losses inherent in the loan portfolio. The allowance is based on assessments of the probable estimated losses inherent in the loan portfolio. Management’s
methodology for assessing the appropriateness of the allowance consists of several key elements, which include the formula allowance and specific allowances for
identified problem loans.
The formula allowance evaluates groups of loans to determine the allocation appropriate within each portfolio segment. Specific allowances for loan losses entail
the assignment of allowance amounts to individual loans on the basis of loan impairment. The formula allowance and specific allowances also include management’s
evaluation of various conditions, including business and economic conditions, delinquency trends, charge-off experience and other quality factors. Further information
regarding the Company’s methodology for assessing the appropriateness of the allowance is contained within Note 1 of the “Notes to Consolidated Financial
Statements.”
Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically review
the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information
available to them at the time of their examination.
FINANCIAL CONDITION
Investment Securities
The Company’s securities portfolio consists of securities available-for-sale (“AFS”) and securities held-to-maturity (“HTM”).
Securities available-for-sale consist of certain U.S. Treasury and U.S. Government Sponsored Enterprise mortgage-backed securities; state, county and municipal
securities; privately issued mortgage-backed securities; other debt securities; and other marketable equities.
These securities are carried at fair value, and unrealized gains and losses, net of applicable income taxes, are recognized as a separate component of stockholders’
equity. The fair value of securities available-for-sale at December 31, 2013 totaled $464,245,000 and included gross unrealized gains of $821,000 and gross
unrealized losses of $2,519,000. A year earlier, the fair value of securities available-for-sale was $1,434,801,000 including gross unrealized gains of $21,477,000
and gross unrealized losses of $1,271,000. In 2013, the Company recognized gains of $3,019,000 on the sale of available-for-sale securities. In 2012 and 2011,
the Company recognized gains of $1,843,000 and $1,940,000, respectively.
Securities classified as held-to-maturity consist of U.S. Government Sponsored Enterprises and mortgage-backed securities. Securities held-to-maturity as of
December 31, 2013 are carried at their amortized cost of $1,487,884,000. A year earlier, securities held-to-maturity totaled $275,507,000.
During the third quarter of 2013, $987,037,000 of securities available-for-sale with unrealized losses of $25,333,000 were transferred to securities held-to-
maturity. This was done in response to rising interest rates and an assessment of liquidity needs.
Fair Value of Securities Available-for-Sale
The following table sets forth the fair value and percentage distribution of securities available-for-sale at the dates indicated.
At December 31,
2013
2012
2011
(dollars in thousands)
U.S. Treasury
U.S. Government Sponsored Enterprises
SBA Backed Securities
U.S. Government Agency and Sponsored Enterprises
Mortgage-Backed Securities
Privately Issued Residential Mortgage-Backed Securities
Obligations Issued by States and Political Subdivisions
Other Debt Securities
Equity Securities
Total
Amount
Percent
Amount
Percent
Amount
Percent
$
1,998
10,004
7,302
0.4 %
2.2 %
1.6 %
$
2,004
130,340
8,156
0.1 %
9.1 %
0.6 %
$
2,012
174,957
8,801
0.2 %
13.9 %
0.7 %
403,189
86.8 %
1,233,357
86.0 %
1,035,838
82.3 %
2,277
36,723
2,176
576
0.5 %
7.9 %
0.5 %
0.1 %
2,947
55,174
2,253
570
0.2 %
3.8 %
0.2 %
0.0 %
3,198
20,642
12,610
618
0.3 %
1.6 %
1.0 %
0.0 %
$ 464,245
100.0 %
$ 1,434,801
100.0 %
$ 1,258,676
100.0 %
5
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
The majority of the Company’s securities AFS are classified as Level 2, as defined in Note 1 of the “Notes to Consolidated Financial Statements.” The fair values of
these securities are obtained from a pricing service, which provides the Company with a description of the inputs generally utilized for each type of security. These
inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data.
Management’s understanding of a pricing service’s pricing methodologies includes obtaining an understanding of the valuation risks, assessing its qualification,
verification of sources of information and processes used to develop prices and identifying, documenting, and testing controls. Management’s validation of a vendor’s
pricing methodology includes establishing internal controls to determine that the pricing information received by a pricing service and used by management in the
valuation process is relevant and reliable. Market indicators and industry and economic events are also monitored. The decline in fair value from amortized cost for
individual available-for-sale securities that are temporarily impaired is not attributable to changes in credit quality. Because the Company does not intend to sell any of
its debt securities and it is not more likely than not that it will be required to sell the debt securities before the anticipated recovery of their remaining amortized cost,
the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2013.
Securities available-for-sale totaling $36,597,000, or 1.07% of assets, are classified as Level 3, as defined in Note 1 of the “Notes to Consolidated Financial
Statements.” These securities are generally equity investments or municipal securities with no readily determinable fair value. The securities are carried at fair value with
periodic review of underlying financial statements and credit ratings to assess the appropriateness of these valuations.
Debt securities of Government Sponsored Enterprises refer primarily to debt securities of Fannie Mae and Freddie Mac.
Amortized Cost of Securities Held-to-Maturity
The following table sets forth the amortized cost and percentage distribution of securities held-to-maturity at the dates indicated.
At December 31,
2013
2012
2011
(dollars in thousands)
U.S. Government Sponsored Enterprises
U.S. Government Sponsored Enterprise
Mortgage-Backed Securities
Amount
Percent
Amount
Percent
Amount
Percent
$ 291,779
19.6 %
$ 17,747
6.4 %
$ 26,979
15.0 %
1,196,105
80.4 %
257,760
93.6 %
152,389
85.0 %
Total
$ 1,487,884
100.0 %
$ 275,507
100.0 %
$ 179,368
100.0 %
Fair Value of Securities Available-for-Sale
The following two tables set forth contractual maturities of the Bank’s securities portfolio at December 31, 2013. Actual maturities will differ from contractual
Amounts Maturing
maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Within
Weighted
One Year
Weighted
Five Years
Weighted
Over
Weighted
One
Year
% of
Total
Average
Yield
to Five
Years
% of
Total
Average
Yield
to Ten
Years
% of
Total
Average
Yield
Ten
Years
% of
Average
Total
Yield
$ 1,998
0.4 %
0.23 % $
—
0.0 %
0.00 %
$
—
0.0 %
0.00 % $
—
0.0 % 0.00 %
(dollars in thousands)
U.S. Treasury
U.S. Government
Sponsored Enterprises
SBA Backed Securities
U.S. Government Agency
and Sponsored Enterprise
—
—
0.0 %
0.00 %
10,004
2.2 %
2.64 %
—
0.0 %
0.00 %
—
0.0 % 0.00 %
0.0 %
0.00 %
—
0.0 %
0.00 %
4,963
1.1 %
0.78 %
2,339
0.5 % 0.92 %
Mortgage-Backed
Securities
Privately Issued Residential
Mortgage-Backed
Securities
Obligations of States and
1,696
0.4 %
3.21 %
167,826 36.2 %
0.60 %
233,055 50.2 %
0.61 %
612
0.1 % 2.25 %
1,486
0.3 %
2.33 %
791
0.2 %
2.47 %
—
0.0 %
0.00 %
—
0.0 % 0.00 %
Political Subdivisions
31,184
6.7 %
0.82 %
1,719
0.4 %
3.00 %
Other Debt Securities
600
0.1 %
1.45 %
200
0.0 %
0.99 %
—
0.0 %
0.00 %
—
0.0 %
0.00 %
—
—
—
0.0 %
0.00 %
3,820
0.8 % 0.50 %
0.0 %
0.00 %
0.0 %
0.00 %
—
—
0.0 % 0.00 %
0.0 % 0.00 %
Equity Securities
Total
$ 36,964
7.9 %
0.97 % $ 180,540 39.0 %
0.74 %
$ 238,018 51.3 %
0.61 % $ 6,771
1.4 % 0.80 %
6
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Non-
Maturing
% of
Total
Weighted
Average
Yield
Total
Weighted
Average
Yield
% of
Total
0.0 %
0.00 %
$
1,998
0.4 %
0.23 %
0.0 %
0.00 %
0.0 %
0.00 %
10,004
7,302
2.2 %
2.64 %
1.6 %
0.83 %
0.0 %
0.00 %
403,189
86.8 %
0.62 %
0.0 %
0.00 %
0.0 %
0.00 %
1,376
0.3 %
3.34 %
576
0.1 %
1.66 %
2,277
36,723
2,176
576
0.5 %
2.38 %
7.9 %
0.88 %
0.5 %
2.64 %
0.1 %
1.66 %
$ 1,952
0.4 %
2.84 %
$ 464,245
100.0 %
0.70 %
(dollars in thousands)
U.S. Treasury
U.S. Government Sponsored Enterprises
SBA Backed Securities
U.S. Government Agency and Sponsored
Enterprise Mortgage-Backed Securities
Privately Issued Residential Mortgage-Backed Securities
Obligations of States and Political Subdivisions
$
—
—
—
—
—
—
Other Debt Securities
Equity Securities
Total
Amortized Cost of Securities Held-to-Maturity
Amounts Maturing
Within
One
Year
Weighted
One Year
Weighted
Five Years
Weighted
Over
% of
Total
Average
Yield
to Five
Years
% of
Total
Average
Yield
to Ten
Years
% of
Total
Average
Yield
Ten
Years
% of
Total
Weighted
Average
Yield
Total
Weighted
Average
Yield
% of
Total
(dollars in thousands)
U.S. Government
Sponsored
Enterprises
$
— 0.0 %
0.00 %
$ 99,189
6.7 %
1.14 % $ 192,589 12.9 % 1.69 % $
—
0.0 % 0.00 % $ 291,778
19.6 % 1.50 %
U.S. Government
Sponsored Enterprise
Mortgage-Backed
Securities
5,689 0.4 %
2.90 %
728,144 48.9 %
2.39 %
461,195 31.0 % 2.20 %
1,078
0.1 % 4.14 %
1,196,106
80.4 % 2.32 %
Total
$ 5,689 0.4 %
2.90 %
$ 827,333 55.6 %
2.24 % $ 653,784 43.9 % 2.05 % $ 1,078
0.1 % 4.14 % $ 1,487,884 100.0 % 2.16 %
At December 31, 2013 and 2012, the Bank had no investments in obligations of individual states, counties, municipalities or nongovernment corporate entities which
exceeded 10% of stockholders’ equity. In 2013, sales of securities totaling $224,045,000 in gross proceeds resulted in a net realized gain of $3,019,000. There
were no sales of state, county or municipal securities during 2013 and 2012. In 2012, sales of securities totaling $294,881,000 in gross proceeds resulted in net
realized gains of $1,843,000. In 2011, sales of securities totaling $75,615,000 in gross proceeds resulted in net realized gains of $1,940,000.
Management reviews the investment portfolio for other-than-temporary impairment of individual securities on a regular basis. The results of such analysis are
dependent upon general market conditions and specific conditions related to the issuers of our securities.
7
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Loans
The Company’s lending activities are conducted principally in Massachusetts, Southern New Hampshire, and Rhode Island. The Company grants single-family and
multi-family residential loans, commercial and commercial real estate loans, and a variety of consumer loans. To a lesser extent, the Company grants loans for the
construction of residential homes, multi-family properties, commercial real estate properties and land development. Most loans granted by the Company are secured
by real estate collateral. The ability and willingness of commercial real estate, commercial, construction, residential and consumer loan borrowers to honor their
repayment commitments are generally dependent on the health of the real estate market in the borrowers’ geographic areas and of the general economy.
December 31,
2013
2012
2010
2011
2009
The following summary shows the composition of the loan portfolio at the dates indicated.
Percent
of Total
Amount
Amount
Percent
of Total
Percent
of Total
Amount
Percent
of Total
Amount
Percent
of Total
Amount
(dollars in thousands)
Construction and
land development
$
33,058
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
Overdrafts
Total
92,402
713,327
286,041
8,824
130,277
834
2.6 %
7.3 %
56.4 %
22.6 %
0.7 %
10.3 %
0.1 %
$
38,618
3.5 %
$ 56,819
5.7 % $ 53,583
5.9 % $ 60,349
6.9 %
88,475
8.0 %
82,404
8.4 %
90,654
10.0 %
141,061
16.1 %
576,465
51.8 %
487,495
49.5 %
433,337
47.8 %
361,823
41.2 %
281,857
25.3 %
239,307
24.3 %
207,787
22.9 %
188,096
21.4 %
6,823
0.6 %
6,197
0.6 %
5,957
0.7 %
7,105
0.8 %
118,923
10.7 %
110,786
11.3 %
114,209
12.6 %
118,076
13.5 %
627
0.1 %
1,484
0.2 %
637
0.1 %
615
0.1 %
$ 1,264,763
100.0 %
$ 1,111,788 100.0 %
$ 984,492
100.0 % $ 906,164 100.0 % $ 877,125 100.0 %
At December 31, 2013, 2012, 2011, 2010 and 2009, loans were carried net of discounts of $454,000, $498,000, $550,000, $598,000 and $645,000,
respectively. Net deferred loan fees of $174,000, $369,000, $666,000, $186,000 and $71,000 were carried in 2013, 2012, 2011, 2010 and
2009, respectively.
The following table summarizes the remaining maturity distribution of certain components of the Company’s loan portfolio on December 31, 2013. The table excludes
loans secured by 1–4 family residential real estate and loans for household and family personal expenditures. Maturities are presented as if scheduled principal
amortization payments are due on the last contractual payment date.
Remaining Maturities of Selected Loans at December 31, 2013
One Year
or Less
One to Five
Years
Over
Five Years
Total
(dollars in thousands)
Construction and land development
Commercial and industrial
Commercial real estate
Total
December 31, 2013
$ 8,625
26,860
16,089
$ 51,574
$ 3,537
26,172
96,608
$ 20,896
39,370
600,630
$ 126,317
$ 660,896
$ 33,058
92,402
713,327
$ 838,787
The following table indicates the rate variability of the above loans due after one year.
(dollars in thousands)
One to Five
Years
Over
Five Years
Total
Predetermined interest rates
Floating or adjustable interest rates
Total
$ 60,303
66,014
$ 262,989
397,907
$ 323,292
463,921
$ 126,317
$ 660,896
$ 787,213
The Company’s commercial and industrial (“C&I”) loan customers represent various small and middle-market established businesses involved in manufacturing,
distribution, retailing and services. Most clients are privately owned with markets that range from local to national in scope. Many of the loans to this segment are
secured by liens on corporate assets and the personal guarantees of the principals. The regional economic strength or weakness impacts the relative risks in this loan
category. There is little concentration in any one business sector, and loan risks are generally diversified among many borrowers.
Commercial real estate loans are extended to finance various manufacturing, warehouse, light industrial, office, retail and residential properties in the Bank’s market
area, which generally includes Massachusetts, Southern New Hampshire, and Rhode Island. Also included are loans to educational institutions, hospitals and other
non-profit organizations. Loans are normally extended in amounts up to a maximum of 80% of appraised value and normally for terms between three and thirty years.
8
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to rewrite or otherwise
extend the loan at prevailing interest rates. During recent years, the Bank has emphasized nonresidential-type owner-occupied properties. This complements
our C&I emphasis placed on the operating business entities and will continue. The regional economic environment affects the risk of both nonresidential and
residential mortgages.
Residential real estate (1–4 family) includes two categories of loans. Included in residential real estate are approximately $16,472,000 of C&I type loans secured by
1–4 family real estate. Primarily, these are small businesses with modest capital or shorter operating histories where the collateral mitigates some risk. This category of
loans shares similar risk characteristics with the C&I loans, notwithstanding the collateral position.
The other category of residential real estate loans is mostly 1–4 family residential properties located in the Bank’s market area. General underwriting criteria are largely
the same as those used by Fannie Mae. The Bank utilizes mortgage insurance to provide lower down payment products and has provided a “First Time Homebuyer”
product to encourage new home ownership. Residential real estate loan volume has increased and remains a core consumer product. The economic environment
impacts the risks associated with this category.
Home equity loans are extended as both first and second mortgages on owner-occupied residential properties in the Bank’s market area. Loans are underwritten to a
maximum loan to property value of 75%.
Bank officers evaluate the feasibility of construction projects based on independent appraisals of the project, architects’ or engineers’ evaluations of the cost
of construction and other relevant data. As of December 31, 2013, the Company was obligated to advance a total of $7,026,000 to complete projects
under construction.
2013
December 31,
2012
2011
2010
2009
(dollars in thousands)
The composition of nonperforming assets is as follows:
Total nonperforming loans
Other real estate owned
Total nonperforming assets
Accruing troubled debt restructured loans
Loans past due 90 and still accruing
Nonperforming loans as a percent of gross loans
Nonperforming assets as a percent of total assets
Residential real estate, multi-family
The composition of impaired loans at December 31, is as follows:
Commercial real estate
Construction and land development
Commercial and industrial
Total impaired loans
$ 2,549
—
$ 2,549
$ 5,969
—
0.20 %
0.07 %
2013
$ 1,199
4,520
608
1,367
$ 7,694
$ 4,471
—
$ 4,471
$ 3,048
—
0.40 %
0.14 %
2012
$ 862
2,281
1,500
1,282
$ 5,925
$ 5,827
1,182
$ 7,009
$ 4,634
18
0.59 %
0.26 %
2011
$
516
4,561
1,500
1,525
$ 8,102
$ 8,068
—
$ 8,068
$ 1,248
50
0.89 %
0.33 %
2010
$ —
2,492
4,000
1,471
$ 7,963
$ 12,311
—
$ 12,311
$ 521
—
1.40 %
0.55 %
2009
$ —
4,260
4,900
1,356
$ 10,516
At December 31, 2013, 2012, 2011, 2010 and 2009, impaired loans had specific reserves of $1,019,000, $1,732,000, $741,000, $317,000 and
$745,000 respectively.
The Company was servicing mortgage loans sold to others without recourse of approximately $109,301,000, $26,786,000, $18,196,000, $983,000 and
$1,127,000 at December 31, 2013, 2012, 2011, 2010, and 2009, respectively. The Company had no loans held for sale at December 31, 2013, $9,378,000 at
December 31, 2012, $3,389,000 at December 31, 2011, and none for December 31, 2010 and 2009.
Servicing assets are recorded at fair value and recognized as separate assets when rights are acquired through sale of loans with servicing rights retained. Mortgage
servicing assets (“MSA”) are amortized into non-interest income in proportion to, and over the period of, the estimated net servicing income. Upon sale, the mortgage
servicing asset is established, which represents the then-current estimated fair value based on market prices for comparable mortgage servicing contracts, when
available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates
assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary
income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets and are amortized in proportion to, and over the period of
estimated net servicing income and are assessed for impairment based on fair value at each reporting date. MSAs are reported in other assets in the consolidated
balance sheets. MSAs totaled $703,000 at December 31, 2013, $137,000 for December 31, 2012, and $123,000 for December 31, 2011.
Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the normal course of business. All loans
and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features.
9
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Loans are placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both
principal and interest and the loan is in the process of collection. The Company monitors closely the performance of its loan portfolio. In addition to internal
loan review, the Company has contracted with an independent organization to review the Company’s commercial and commercial real estate loan portfolios. This
independent review was performed in each of the past five years. The status of delinquent loans, as well as situations identified as potential problems, is reviewed on
a regular basis by senior management and monthly by the Board of Directors of the Bank.
Nonaccrual loans decreased during 2013 primarily as a result of a charge-off of a construction loan and a decrease in residential real estate nonperforming loans.
Nonaccrual loans decreased during 2012, primarily as a result of a decrease in home equity and residential real estate nonperforming loans.
Nonaccrual loans decreased during 2011, primarily as a result of $1,200,000 in charge-offs from two construction loans as well as the subsequent foreclosure of
$1,300,000 of one of the construction loans. Nonaccrual loans decreased during 2010, primarily as a result of resolution of a $2,479,000 commercial real estate
loan as well as $900,000 in charge-offs from two construction loans during 2010. Nonaccrual loans increased from 2008 to 2009, primarily as a result of three loan
relationships, one primarily commercial real estate and two construction totaling $7,379,000.
The Company continues to monitor closely $16,918,000 and $18,645,000 at December 31, 2013 and 2012, respectively, of loans for which management has
concerns regarding the ability of the borrowers to perform. The majority of the loans are secured by real estate and are considered to have adequate collateral value to
cover the loan balances at December 31, 2013, although such values may fluctuate with changes in the economy and the real estate market.
Allowance for Loan Losses
The Company maintains an allowance for loan losses in an amount determined by management on the basis of the character of the loans, loan performance, financial
Year Ended December 31,
condition of borrowers, the value of collateral securing loans and other relevant factors. The following table summarizes the changes in the Company’s allowance for
((dollars in thousands)
loan losses for the years indicated.
2013
2011
2010
2012
2009
Year-end loans outstanding
(net of unearned discount and deferred loan fees)
$ 1,264,763
$ 1,111,788
$ 984,492
$ 906,164
$ 877,125
Average loans outstanding
(net of unearned discount and deferred loan fees)
$ 1,184,912
$ 1,036,296
$ 948,883
$ 877,858
$ 853,422
Balance of allowance for
loan losses at the beginning of year
Loans charged-off:
Commercial
Construction
Commercial real estate
Residential real estate
Consumer
Total loans charged-off
Recovery of loans previously charged-off:
Commercial
Construction
Real estate
Consumer
Total recoveries of loans previously charged-off:
Net loan charge-offs
Provision charged to operating expense
$
19,197
$ 16,574
$ 14,053
$ 12,373
$ 11,119
234
1,000
—
—
579
1,813
389
—
31
427
847
966
2,710
1,253
—
—
351
697
2,301
307
—
45
422
774
1,527
4,150
676
1,200
—
341
607
2,824
293
—
35
467
795
2,029
4,550
1,559
900
922
515
547
4,443
172
—
8
368
548
3,895
5,575
1,498
3,639
—
490
443
6,070
352
25
4
318
699
5,371
6,625
Balance at end of year
$
20,941
$ 19,197
$ 16,574
$ 14,053
$ 12,373
Ratio of net charge-offs during the year
to average loans outstanding
Ratio of allowance for loan losses to loans outstanding
0.08 %
1.66 %
0.15 %
1.73 %
0.21 %
1.68 %
0.44 %
1.55 %
0.63 %
1.41 %
The amount of the allowance for loan losses results from management’s evaluation of the quality of the loan portfolio considering such factors as loan status, specific
reserves on impaired loans, collateral values, financial condition of the borrower, the state of the economy and other relevant information. The pace of the charge-offs
depends on many factors, including the national and regional economy. Cyclical lagging factors may result in charge-offs being higher than historical levels. Charge-offs
increased during 2009 due to an increase in commercial loan charge-offs and construction loan charge-offs as a result of the weakening of the overall economy and
real estate market. Charge-offs declined in 2010, 2011, 2012, and 2013 as a result of the overall decrease in the level of nonaccrual loans. The dollar amount of the
allowance for loan losses and the level of the allowance for loan losses to total loans increased primarily as a result of a lower level of charge-off activity combined with
changes in the portfolio composition.
10
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
In evaluating the allowance for loan losses, the Company considered the following categories to be higher risk:
Construction loans — The outstanding loan balance of construction loans at December 31, 2013 is $33,058,000. A major portion in nonaccrual loans is one
construction loan. Based on this fact, and the general local construction conditions, management closely monitors all construction loans and considers this type of loan
to be higher risk.
Higher-balance loans — Loans greater than $1.0 million are considered “high-balance loans.” The balance of these loans is $701,103,000 at December 31, 2013,
as compared to $567,306,000 at December 31, 2012. These loans are considered higher risk due to the concentration in individual loans. Additional allowance
allocations are made based upon the level of high-balance loans. Included in high-balance loans are loans greater than $10.0 million. The balance of these loans is
$377,915,000 at December 31, 2013, as compared to $245,198,000 at December 31, 2012. Additional allowance allocations are made based upon the level of
this type of high balance loans that is separate and greater than the $1.0 million allocation.
Small business loans — The outstanding loan balances of small business loans is $40,184,000 at December 31, 2013. These are considered higher risk loans
because small businesses have been negatively impacted by the current economic conditions. In a liquidation scenario, the collateral, if any, is often not sufficient to
fully recover the outstanding balance of the loan. As a result, the Company often seeks additional collateral prior to renewing maturing small business loans. In addition,
the payment status of the loans is monitored closely in order to initiate collection efforts in a timely fashion.
The allowance for loan losses is an estimate of the amount needed for an adequate reserve to absorb losses in the existing loan portfolio. This amount is determined by
an evaluation of the loan portfolio, including input from an independent organization engaged to review selected larger loans, a review of loan experience and current
2012
economic conditions. Although the allowance is allocated between categories, the entire allowance is available to absorb losses attributable to all loan categories. At
December 31 of each year listed below, the allowance is comprised of the following:
2013
2010
2011
2009
Percent
of Loans
in Each
Category
to Total
Loans
Percent
of Loans
in Each
Category
to Total
Loans
Percent
of Loans
in Each
Category
to Total
Loans
Percent
of Loans
in Each
Category
to Total
Loans
Percent
of Loans
in Each
Category
to Total
Loans
Amount
Amount
Amount
Amount
Amount
(dollars in thousands)
Construction and land development
$ 2,174
2.6 %
$ 3,041
3.5 %
$ 2,893
5.7 %
$ 1,752
5.9 %
$
362
6.9 %
Commercial and industrial
Commercial real estate
Residential real estate
Consumer and other
Home equity
Unallocated
Total
2,989
7.3
3,118
8.0
3,139
8.4
3,163 10.0
11,218 56.4
9,065 51.8
6,566 49.5
5,671 47.8
2,006 22.6
1,994 25.3
1,886 24.3
1,718 22.9
432
0.8
959 10.3
333
0.7
886 10.7
356
0.8
704 11.3
1,163
760
1,030
298
0.8
725 12.6
726
4,972
2,983
1,304
1,753
16.1
41.2
21.4
0.9
761
13.5
238
$ 20,941 100.0 %
$ 19,197 100.0 %
$ 16,574 100.0 %
$ 14,053 100.0 %
$ 12,373 100.0 %
Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically
review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about
information available to them at the time of their examination. Further information regarding the allocation of the allowance is contained within Note 6 of the “Notes
to Consolidated Financial Statements.”
Deposits
The Company offers savings accounts, NOW accounts, demand deposits, time deposits and money market accounts. Additionally, the Company offers cash
management accounts which provide either automatic transfer of funds above a specified level from the customer’s checking account to a money market account
or short-term borrowings. Also, an account reconciliation service is offered whereby the Company provides a computerized report balancing the customer’s
checking account.
Interest rates on deposits are set bi-monthly by the Bank’s rate-setting committee, based on factors including loan demand, maturities and a review of competing
interest rates offered. Interest rate policies are reviewed periodically by the Executive Management Committee.
11
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Amount
The following table sets forth the average balances of the Bank’s deposits for the periods indicated.
(dollars in thousands)
Percent
Amount
Amount
Percent
Percent
2013
2012
2011
Demand Deposits
$ 441,193
16.6 %
$ 386,863
16.5 %
$ 326,102 15.3 %
Savings and Interest Checking
1,037,320
38.9 %
870,046
37.1 %
735,022 34.6 %
Money Market
800,052
30.0 %
666,949
28.5 %
584,059 27.4 %
Time Certificates of Deposit
387,514
14.5 %
418,789
17.9 %
484,142 22.7 %
Total
$ 2,666,079 100.0 %
$ 2,342,647 100.0 %
$ 2,129,325 100.0 %
2013
(dollars in thousands)
Time Deposits of $100,000 or more as of December 31, are as follows:
Three months or less
Three months through six months
Six months through twelve months
Over twelve months
$ 84,273
59,885
37,022
78,485
Total
$ 259,665
Borrowings
The Bank’s borrowings consisted primarily of Federal Home Loan Bank of Boston (“FHLBB”) borrowings collateralized by a blanket pledge agreement on the Bank’s
FHLBB stock, certain qualified investment securities, deposits at the FHLBB and residential mortgages held in the Bank’s portfolios. The Bank’s borrowings from the
FHLBB totaled $255,000,000, an increase of $60,000,000 from the prior year. The Bank’s remaining term borrowing capacity at the FHLBB at December 31, 2013,
was approximately $423,143,000. In addition, the Bank has a $14,500,000 line of credit with the FHLBB. See Note 12, “Other Borrowed Funds and Subordinated
Debentures,” for a schedule, their interest rates and other information.
Subordinated Debentures
In December 2004, the Company consummated the sale of a Trust Preferred Securities offering, in which it issued $36,083,000 of subordinated debt securities due
2034 to its newly formed unconsolidated subsidiary, Century Bancorp Capital Trust II.
Century Bancorp Capital Trust II then issued 35,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $1,000 per share. These securities pay
dividends at an annualized rate of 6.65% for the first ten years and then convert to the three-month LIBOR rate plus 1.87% for the remaining 20 years.
Securities Sold Under Agreements to Repurchase
The Bank’s remaining borrowings consist primarily of securities sold under agreements to repurchase. Securities sold under agreements to repurchase totaled
$214,440,000, an increase of $23,050,000 from the prior year. See Note 11, “Securities Sold Under Agreements to Repurchase,” for a schedule, including their
interest rates and other information.
RESULTS OF OPERATIONS
Net Interest Income
The Company’s operating results depend primarily on net interest income and fees received for providing services. Net interest income on a fully taxable equivalent
basis increased 0.04% in 2013 to $69,944,000, compared with $69,918,000 in 2012. The increase in net interest income for 2013 was mainly due to an 13.6%
increase in the average balances of earning assets, combined with a similar increase in deposits. This was offset, somewhat, by prepayment penalties that were
collected during the prior year. The level of interest rates, the ability of the Company’s earning assets and liabilities to adjust to changes in interest rates and the mix
of the Company’s earning assets and liabilities affect net interest income. The net interest margin on a fully taxable equivalent basis decreased to 2.21% in 2013
from 2.51% in 2012 and increased from 2.48% in 2011. The decrease in the net interest margin, for 2013, was primarily the result of a decrease in asset yields. The
increase in the net interest margin for 2012 was primarily the result of prepayment penalties that were collected. The Company collected approximately $491,000,
$3,253,000, and $158,000, respectively, of prepayment penalties, which are included in interest income on loans, for 2013, 2012, and 2011, respectively.
Additional information about the net interest margin is contained in the “Overview” section of this report. Also, there can be no assurance that certain factors beyond
its control, such as the prepayment of loans and changes in market interest rates, will continue to positively impact the net interest margin. Management believes
that the current yield curve environment will continue to present challenges as deposit and borrowing costs may have the potential to increase at a faster rate than
corresponding asset categories.
12
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Year Ended December 31,
The following table sets forth the distribution of the Company’s average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable
equivalent basis for each of the years indicated.
2013
2012
2011
Average
Balance
Interest
Income/
Expense(1)
Rate
Earned/
Paid(1)
Average
Balance
Interest
Income/
Expense(1)
Rate
Earned/
Paid(1)
Average
Balance
Interest
Income/
Expense(1)
Rate
Earned/
Paid(1)
(dollars in thousands)
ASSETS
Interest-earning assets:
Loans(2
Taxable
Tax-exempt
Securities available-for-sale:(3
Taxable
Tax-exempt
Securities held-to-maturity:
Taxable
Interest-bearing deposits
in other banks
$ 760,435
424,477
$ 33,214
24,918
4.37 %
5.87
$ 715,553
320,743
$ 34,983
24,220
4.89 %
7.55
$ 703,491
245,392
$ 36,772
17,996
5.23 %
7.33
951,757
46,226
13,083
434
1.37
0.94
1,214,352
49,023
22,363
516
1.84
1.05
1,076,689
22,410
22,828
321
2.12
1.43
812,448
16,615
2.05
270,525
6,746
2.49
178,659
5,816
3.26
174,264
485
0.28
219,540
630
0.29
276,413
1,114
0.40
Total interest-earning assets
3,169,607
$ 88,749
2.80 %
2,789,736
$ 89,458
3.21 %
2,503,054
$ 84,847
3.39 %
Noninterest-earning assets
Allowance for loan losses
167,000
(20,452)
Total assets
$ 3,316,155
172,748
(18,039)
$ 2,944,445
158,297
(15,767)
$ 2,645,584
LIABILITIES AND
STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
NOW accounts
Savings accounts
Money market accounts
Time deposits
$ 713,677
323,643
800,052
387,514
$ 1,673
912
2,472
4,777
0.23 %
0.28
0.31
1.23
$ 588,500
281,546
666,949
418,789
$ 1,561
689
2,373
6,250
0.27 %
0.24
0.36
1.49
$ 476,807
258,215
584,059
484,142
$ 1,715
824
2,706
9,356
0.36 %
0.32
0.46
1.93
Total interest-bearing deposits
2,224,886
9,834
0.44
1,955,784
10,873
0.56
1,803,223
14,601
0.81
Securities sold under
agreements to repurchase
Other borrowed funds
and subordinated debentures
203,888
361
0.18
174,624
367
0.21
129,137
379
0.29
231,032
8,610
3.73
217,542
8,300
3.82
202,209
7,786
3.85
Total interest-bearing liabilities
2,659,806
$ 18,805
0.71 %
2,347,950
$ 19,540
0.83 %
2,134,569
$ 22,766
1.07 %
Noninterest-bearing liabilities
Demand deposits
Other liabilities
Total liabilities
Stockholders’ equity
Total liabilities and
441,193
42,017
3,143,016
173,139
stockholders’ equity
$ 3,316,155
Net interest income on a fully
taxable equivalent basis
Less taxable equivalent adjustment
Net interest income
Net interest spread
Net interest margin
(1)
386,863
37,497
2,772,310
172,135
$ 2,944,445
326,102
29,253
2,489,924
155,660
$ 2,645,584
$ 69,944
(8,984)
$ 60,960
$ 69,918
(7,964)
$ 61,954
$ 62,081
(6,782)
$ 55,299
2.09 %
2.21 %
2.38 %
2.51 %
2.32 %
2.48 %
(2)
(3)
On a fully taxable equivalent basis calculated using a federal tax rate of 34%.
Nonaccrual loans are included in average amounts outstanding.
At amortized cost.
13
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
The following table summarizes the year-to-year changes in the Company’s net interest income resulting from fluctuations in interest rates and volume changes in
earning assets and interest-bearing liabilities. Changes due to rate are computed by multiplying the change in rate by the prior year’s volume. Changes due to volume
Year Ended December 31,
are computed by multiplying the change in volume by the prior year’s rate. Changes in volume and rate that cannot be separately identified have been allocated in
proportion to the relationship of the absolute dollar amounts of each change.
2013 Compared with 2012
Increase/(Decrease)
Due to Change in
2012 Compared with 2011
Increase/(Decrease)
Due to Change in
(dollars in thousands)
Interest income:
Loans
Taxable
Tax-exempt
Securities available-for-sale:
Taxable
Tax-exempt
Securities held-to-maturity:
Taxable
Interest-bearing deposits in other banks
Total interest income
Interest expense:
Deposits:
NOW accounts
Savings accounts
Money market accounts
Time deposits
Total interest-bearing deposits
Securities sold under agreements to repurchase
Other borrowed funds and subordinated debentures
Total interest expense
Change in net interest income
Volume
Rate
Total
Volume
Rate
Total
$ 2,108
6,800
$ (3,877)
(6,102)
$ (1,769)
698
$
622
5,675
$ (2,411)
549
$ (1,789)
6,224
(4,271)
(28)
11,283
(127)
(5,009)
(54)
(1,414)
(18)
15,765
(16,474)
307
111
436
(442)
412
57
506
975
(195)
112
(337)
(1,031)
(1,451)
(63)
(196)
(1,710)
(9,280)
(82)
9,869
(145)
(709)
112
223
99
(1,473)
(1,039)
(6)
310
(735)
2,730
299
2,510
(202)
11,634
352
70
350
(1,156)
(384)
113
586
315
(3,195)
(104)
(1,580)
(282)
(7,023)
(506)
(205)
(683)
(1,950)
(3,344)
(125)
(72)
(3,541)
(465)
195
930
(484)
4,611
(154)
(135)
(333)
(3,106)
(3,728)
(12)
514
(3,226)
$ 14,790
$ (14,764)
$ 26
$ 11,319
$ (3,482)
$ 7,837
Average earning assets were $3,169,607,000 in 2013, an increase of $379,871,000 or 13.6% from the average in 2012, which was 11.5% higher than the average
in 2011. Total average securities, including securities available-for-sale and securities held-to-maturity, were $1,810,431,000, an increase of 18.0% from the average
in 2012. The increase in securities volume was mainly attributable to an increase in taxable securities. An increase in securities balances offset, somewhat, by lower
securities returns resulted in higher securities income, which increased 1.7% to $30,132,000 on a fully tax equivalent basis. Total average loans increased 14.3% to
$1,184,912,000 after increasing $87,413,000 in 2012. The primary reason for the increase in loans was due in large part to an increase in tax-exempt commercial
real estate lending as well as residential first and second mortgage lending. The increase in loan volume was offset by a decrease in loan rates that resulted in lower
loan income. Loan income decreased by 1.8% or $1,071,000 to $58,132,000. Total loan income was $54,768,000 in 2011. Prepayment penalties collected were
$491,000, $3,253,000, and $158,000 for 2013, 2012, and 2011, respectively.
The Company’s sources of funds include deposits and borrowed funds. On average, deposits increased 13.8%, or $323,432,000, in 2013 after increasing by 10.0%,
or $213,322,000, in 2012. Deposits increased in 2013, primarily as a result of increases in demand deposits, savings, money market, and NOW accounts. Deposits
increased in 2012, primarily as a result of increases in demand deposits, savings, money market and NOW accounts. Borrowed funds and subordinated debentures
increased by 10.9% in 2013, following an increase of 18.4% in 2012. The majority of the Company’s borrowed funds are borrowings from the FHLBB and retail
repurchase agreements. Average borrowings from the FHLBB increased by approximately $13,489,000, and average retail repurchase agreements increased by
$29,264,000 in 2013. Interest expense totaled $18,805,000 in 2013, a decrease of $735,000, or 3.8%, from 2012 when interest expense decreased 14.2%
from 2011. The decrease in interest expense is primarily due to market decreases in deposit rates and continued deposit pricing discipline. Interest expense on time
deposits accounted for a majority of this decrease.
Provision for Loan Losses
The provision for loan losses was $2,710,000 in 2013, compared with $4,150,000 in 2012 and $4,550,000 in 2011. These provisions are the result of
management’s evaluation of the amounts and quality of the loan portfolio considering such factors as loan status, collateral values, financial condition of the borrower,
the state of the economy and other relevant information. The provision for loan losses decreased during 2013, primarily as a result of a lower level of charge-off
activity and changes in the portfolio composition. The provision for loan losses decreased during 2012, primarily as a result of decreased provisions related to
nonaccrual loans as well as management’s quantitative analysis of the loan portfolio.
The allowance for loan losses was $20,941,000 at December 31, 2013, compared with $19,197,000 at December 31, 2012. Expressed as a percentage of
outstanding loans at year-end, the allowance was 1.66% in 2013 and 1.73% in 2012. The allowance for loan losses increased despite a decrease in the provision for
14
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
loan losses due to a lower level of charge-off activity combined with changes in
the portfolio composition.
Nonperforming loans, which include all non-accruing loans, totaled $2,549,000
on December 31, 2013, compared with $4,471,000 on December 31,
2012. Nonperforming loans decreased primarily as a result of a decrease in
construction and residential real estate nonperforming loans.
Other Operating Income
During 2013, the Company continued to experience positive results in its
fee-based services, including fees derived from traditional banking activities such
as deposit-related services, its automated lockbox collection system and full-
service securities brokerage supported by LPL Financial, a full-service securities
brokerage business.
Under the lockbox program, which is not tied to extensions of credit by the
Company, the Company’s customers arrange for payments of their accounts
receivable to be made directly to the Company. The Company records the
amounts paid to its customers, deposits the funds to the customer’s account
and provides automated records of the transactions to customers. Typical
customers for the lockbox service are municipalities that use it to automate tax
collections, cable TV companies and other commercial enterprises.
Through a program called Investment Services at Century Bank, the Bank
provides full-service securities brokerage services supported by LPL Financial, a
full-service securities brokerage business. Registered representatives employed
by Century Bank offer limited investment advice, execute transactions and assist
customers in financial and retirement planning. LPL Financial provides research
to the Bank’s representatives. The Bank receives a share in the commission
revenues.
Total other operating income in 2013 was $18,615,000, an increase
of $2,750,000, or 17.3%, compared to 2012. This increase followed a
decrease of $375,000, or 2.3%, in 2012, compared to 2011. Included in
other operating income are net gains on sales of securities of $3,019,000,
$1,843,000 and $1,940,000 in 2013, 2012 and 2011, respectively. Service
charge income, which continues to be a major source of other operating income,
totaling $8,113,000 in 2013, increased $233,000 compared to 2012. This
followed a decrease of $5,000 in 2012 compared to 2011. The increase in
fees, in 2013, was mainly attributable to an increase in fees collected from
processing activities as well as an increase in debit card fees, which was offset,
somewhat, by a decrease in overdraft fees. Service charges on deposit accounts
decreased during 2012. The decrease in fees was mainly attributable to a
decrease in overdraft fees, which was offset, somewhat, by an increase in debit
card fees and fees collected from processing activities. Lockbox revenues totaled
$3,079,000, up $149,000 in 2013 following an increase of $160,000 in
2012. Other income totaled $2,583,000, down $32,000 in 2013 following a
decrease of $7,000 in 2012. The decrease in 2013 was mainly attributable to
a decrease in ATM fees.
Operating Expenses
Total operating expenses were $55,812,000 in 2013, compared to
$53,238,000 in 2012 and $48,742,000 in 2011.
Salaries and employee benefits expenses increased by $2,301,000 or 7.0% in
2013, after increasing by 11.2% in 2012. The increase in 2013 was mainly
attributable to increases in staff levels, merit increases in salaries and increases
in health insurance costs. The increase in 2012 was mainly attributable to
increases in pension costs, staff levels, merit increases in salaries and increases
in health insurance costs. The increase in pension costs in 2012 was mainly
attributable to a decrease in the discount rate.
Occupancy expense increased by $305,000, or 6.5%, in 2013, following an
increase of $284,000, or 6.4%, in 2012. The increase in 2013 was primarily
15
attributable to an increase in rent expense, depreciation expense and building
maintenance associated with branch expansion. The increase in 2012 was
primarily attributable to an increase in rent expense and depreciation expense
associated with branch expansion.
Equipment expense increased by $43,000, or 1.9%, in 2013, following an
increase of $20,000, or 0.9%, in 2012. The increase in 2013 and 2012 was
primarily attributable to an increase in service contracts.
FDIC assessments increased by $53,000, or 3.1%, in 2013, following a
decrease of $288,000, or 14.2%, in 2012. FDIC assessments increased in
2013 mainly as a result of deposit growth. FDIC assessments decreased in
2012 mainly as a result of a decrease in the assessment rate.
Other operating expenses decreased by $128,000 in 2013, which followed a
$1,167,000 increase in 2012. The decrease in 2013 was primarily attributable
to a decrease in contributions and marketing expense offset somewhat by
an increase in software maintenance. The increase in 2012 was primarily
attributable to an increase in contributions, software maintenance and marketing
expense offset somewhat by a decrease in core deposit intangible amortization.
Provision for Income Taxes
Income tax expense was $1,007,000 in 2013, $1,392,000 in 2012 and
$1,554,000 in 2011. The effective tax rate was 4.8% in 2013, 6.8% in 2012
and 8.5% in 2011. The decrease in the effective tax rate for 2013 and 2012
was mainly attributable to an increase in tax-exempt interest income and tax
credits as a percentage of taxable income. The federal tax rate was 34% in
2013, 2012 and 2011.
Market Risk and Asset Liability Management
Market risk is the risk of loss from adverse changes in market prices and rates.
The Company’s market risk arises primarily from interest rate risk inherent in its
lending and deposit-taking activities. To that end, management actively monitors
and manages its interest rate risk exposure.
The Company’s profitability is affected by fluctuations in interest rates. A
sudden and substantial change in interest rates may adversely impact the
Company’s earnings to the extent that the interest rates borne by assets and
liabilities do not change at the same speed, to the same extent or on the same
basis. The Company monitors the impact of changes in interest rates on its net
interest income using several tools. One measure of the Company’s exposure to
differential changes in interest rates between assets and liabilities is an interest
rate risk management test.
This test measures the impact on net interest income of an immediate change in
interest rates in 100-basis point increments as set forth in the following table:
Change in Interest Rates
(in Basis Points)
Percentage Change in
Net Interest Income(1)
+400
+300
+200
+100
–100
–200
(18.3) %
(13.2) %
(8.0) %
(4.4) %
1.4 %
1.0 %
(1)
The percentage change in this column represents net interest income for 12 months in various
rate scenarios versus the net interest income in a stable interest rate environment.
The Company’s primary objective in managing interest rate risk is to minimize
the adverse impact of changes in interest rates on the Company’s net interest
income and capital, while structuring the Company’s asset-liability structure to
obtain the maximum yield-cost spread on that structure. The Company relies
primarily on its asset-liability structure to control interest rate risk.
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
Liquidity and Capital Resources
Liquidity is provided by maintaining an adequate level of liquid assets that include cash and due from banks, federal funds sold and other temporary investments. Liquid
assets totaled $99,295,000 on December 31, 2013, compared with $169,650,000 on December 31, 2012. In each of these two years, deposit and borrowing
activity has generally been adequate to support asset activity.
The sources of funds for dividends paid by the Company are dividends received from the Bank and liquid funds held by the Company. The Company and the Bank are
regulated enterprises and their abilities to pay dividends are subject to regulatory review and restriction. Certain regulatory and statutory restrictions exist regarding
dividends, loans and advances from the Bank to the Company. Generally, the Bank has the ability to pay dividends to the Company subject to minimum regulatory
capital requirements.
Capital Adequacy
Total stockholders’ equity was $176,472,000 at December 31, 2013, compared with $179,990,000 at December 31, 2012. The Company’s stockholders’ equity
decreased primarily as a result of an increase in other comprehensive loss, net of taxes, and dividends paid, offset somewhat by earnings. Other comprehensive loss, net
of taxes, increased as a result of an increase in unrealized losses on securities available-for-sale and securities transferred from available-for-sale to held-to-maturity,
offset, somewhat, by a decrease in the additional pension liability, net of taxes. Unrealized losses increased as a result of increases in interest rates. During the third
quarter of 2013, $987,037,000 of securities available-for-sale with unrealized losses of $25,333,000 million were transferred to securities held-to-maturity. This
was done in response to rising interest rates. The additional pension liability decreased mainly as a result of an increase in pension assets and decrease in the projected
benefit obligation on the defined benefit pension plan.
Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. The current guidelines
require a Tier 1 capital-to-risk assets ratio of at least 4.00% and a total capital-to-risk assets ratio of at least 8.00%. The Company and the Bank exceeded these
requirements with a Tier 1 capital-to-risk assets ratio of 13.67% and 12.66%, respectively, and total capital-to-risk assets ratio of 14.92% and 13.91%, respectively,
at December 31, 2013. Additionally, federal banking regulators have issued leverage ratio guidelines, which supplement the risk-based capital guidelines. The minimum
leverage ratio requirement applicable to the Company is 4.00%; and at December 31, 2013, the Company and the Bank exceeded this requirement with leverage
ratios of 6.50% and 6.00%, respectively.
Contractual Obligations, Commitments, and Contingencies
Contractual Obligations and Commitments by Maturity
The Company has entered into contractual obligations and commitments. The following tables summarize the Company’s contractual cash obligations and other
(dollars in thousands)
commitments at December 31, 2013.
Payments Due—By Period
CONTRACTUAL OBLIGATIONS
FHLBB advances
Subordinated debentures
Retirement benefit obligations
Lease obligations
Customer repurchase agreements
Total contractual cash obligations
OTHER COMMITMENTS
Lines of credit
Standby and commercial letters of credit
Other commitments
Total commitments
Total
$ 255,000
36,083
32,179
10,655
214,440
$ 548,357
Total
$ 249,941
7,930
28,149
$ 286,020
Less Than
One Year
$ 53,000
—
2,200
2,070
214,440
$ 271,710
One to
Three Years
$ 74,500
—
5,026
3,499
—
$ 83,025
Amount of Commitment Expiring—By Period
Less Than
One Year
$ 24,287
7,631
7,301
$ 39,219
One to
Three Years
$ 96,589
69
1,700
$ 98,358
Three to
Five Years
$ 77,000
—
6,601
2,270
—
$ 85,871
Three to
Five Years
$ 10,958
25
600
$ 11,583
After Five
Years
$ 50,500
36,083
18,352
2,816
—
$ 107,751
After Five
Years
$ 118,107
205
18,548
$ 136,860
Financial Instruments with Off-Balance-Sheet Risk
The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial
instruments primarily include commitments to originate and sell loans, standby letters of credit, unused lines of credit and unadvanced portions of construction
loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The
contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby letters of credit
and unadvanced portions of construction loans is represented by the contractual amount of those instruments. The Company uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet instruments. Financial instruments with off-balance-sheet risk at December 31 are as follows:
16
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
In February 2013, the FASB issued ASU 2013-02, Comprehensive Income
(Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income. ASU 2013-02 requires an entity to report the effect of
significant reclassifications out of accumulated other comprehensive income on
the respective line items in net income or as a separate disclosure in the notes
to the financial statements. The new standard is effective for annual periods
beginning January 1, 2013, and interim periods within those annual periods.
The Company has presented a separate footnote (Note 13) as a result of
this pronouncement.
In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds
Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest
Rate for Hedge Accounting Purposes. This ASU amends ASC 815 to allow
entities to use the Fed Funds Effective Swap Rate, in addition to U.S. Treasury
rates and LIBOR, as a benchmark interest rate in accounting for fair value and
cash flow hedges in the United States. This ASU also eliminates the provision
from ASC 815-20-25-6 that prohibits the use of different benchmark rates for
similar hedges except in rate and justifiable circumstances. This ASU is effective
prospectively for qualifying new hedging relationship entered into on or after
July 17, 2013, and for hedging relationship redesignated on or after that day.
As of December 31, 2013, the Company did not have any fair value and cash
flow hedges. The adoption of ASU No. 2013-10 did not have a material impact
on the Company’s financial statements.
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an
Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar
Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides guidance on
financial statement presentation of unrecognized tax benefits (“UTBs”) when
a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit
carryforward exists. The FASB’s objective in issuing this ASU is to eliminate
diversity in practice resulting from a lack of guidance on this topic in current
U.S. GAAP. Under this ASU, an entity must present a UTB, or a portion of a
UTB, in the financial statements as a reduction to a deferred tax asset (“DTA”)
for an NOL carryforward, a similar tax loss, or a tax credit carryforward except
when: (a) an NOL carryforward, a similar tax loss, or a tax credit carryforward
is not available as of the reporting date under the governing tax law to settle
taxes that would result from the disallowance of the tax position; (b) the entity
does not intend to use the DTA for this purpose (provided that the tax law
permits a choice). If either of these conditions exists, an entity should present
a UTB in the financial statements as a liability and should not net the UTB with
a DTA. New recurring disclosures are not required because the ASU does not
affect the recognition or measurement of uncertain tax positions under ASC
740. This amendment does not affect the amounts public entities disclose in
the tabular reconciliation of the total amounts of UTBs because the tabular
reconciliation presents the gross amount of UTBs. This ASU is effective for
fiscal years beginning after December 15, 2013, and interim periods within
those years. The amendments should be applied to all UTBs that exist as of the
effective date. Entities may choose to apply the amendments retrospectively to
each prior reporting period presented. As of December 31, 2013, the Company
did not have a UTB. Management will assess the applicability of this ASU after it
becomes effective in the first quarter of 2014.
Contract or Notional Amount
2013
2012
(dollars in thousands)
Financial instruments whose contract amount
represents credit risk:
Commitments to originate 1–4 family mortgages
Standby and commercial letters of credit
Unused lines of credit
Unadvanced portions of construction loans
Unadvanced portions of other loans
$
3,373
7,930
249,941
7,026
17,750
$ 13,580
8,411
217,246
17,609
4,872
Commitments to originate loans, unadvanced portions of construction loans
and unused letters of credit are generally agreements to lend to a customer,
provided there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected
to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Company evaluates each
customer’s creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Company upon extension of credit, is
based on management’s credit evaluation of the borrower.
Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance by a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers. The fair value of standby letters of credit
was $69,000 and $36,000 for 2013 and 2012, respectively.
Recent Accounting Developments
In February 2013, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) No. 2013-01, Clarifying the Scope
of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies the
scope of offsetting disclosure requirements in ASU 2011-11, Balance Sheet
(Topic 210): Disclosures about Offsetting Assets and Liabilities. Under ASU
2013-01, the disclosure requirements would apply to derivative instruments
accounted for in accordance with ASC 815, including bifurcated embedded
derivatives, repurchase agreements and reverse repurchase agreements, and
securities borrowing and securities lending arrangements that are either offset
on the balance sheet or subject to an enforceable master netting arrangement
or similar agreement. Entities with other types of financial assets and financial
liabilities subject to a master netting arrangement or similar agreement also
are affected because these amendments make them no longer subject to the
disclosure requirements in ASU No. 2011-11. Effective January 1, 2013,
companies are required to disclose (a) gross amounts of recognized assets and
liabilities; (b) gross amounts offset in the statement of financial position; (c) net
amounts of assets and liabilities presented in the statement of financial position;
(d) gross amount subject to enforceable master netting agreement not offset
in the statements of financial position; and (e) net amounts after deducting (d)
from (c). The disclosure should be presented in tabular format (unless another
format is more appropriate) separately for assets and liabilities. The intent of
the new disclosure is to enable users of financial statements to understand the
effect of those arrangements on its financial position and to allow investors
to better compare financial statements prepared under GAAP with financial
statements prepared under International Financial Reporting Standards. The
Company implemented the provisions of ASU 2011-11 as of January 1, 2013.
The adoption of this pronouncement did not have a material effect on the
consolidated financial statements.
17
Century Bancorp, Inc. AR ’13Management’s Discussion and Analysis of Results of Operations and Financial Condition
December 31,
(dollars in thousands except share data)
ASSETS
Cash and due from banks (Note 2)
Federal funds sold and interest-bearing deposits in other banks
Total cash and cash equivalents
Short-term investments
Securities available-for-sale, amortized cost $465,943 in 2013 and $1,414,595
in 2012 (Notes 3, 9 and 11)
Securities held-to-maturity, fair value $1,464,449 in 2013 and $281,924
in 2012 (Notes 4 and 11)
Federal Home Loan Bank of Boston, stock at cost
Loans, net (Note 5)
Less: allowance for loan losses (Note 6)
Net loans
Bank premises and equipment (Note 7)
Accrued interest receivable
Prepaid FDIC assessments
Other assets (Notes 8 and 16)
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Demand deposits
Savings and NOW deposits
Money market accounts
Time deposits (Note 10)
Total deposits
Securities sold under agreements to repurchase (Note 11)
Other borrowed funds (Note 12)
Subordinated debentures (Note 12)
Other liabilities
Total liabilities
Commitments and contingencies (Notes 7, 18 and 19)
Stockholders’ equity (Note 15):
Preferred Stock – $1.00 par value; 100,000 shares authorized;
no shares issued and outstanding
Common stock, Class A,
$1.00 par value per share; authorized
10,000,000 shares; issued 3,580,404 shares in 2013 and
3,568,079 shares in 2012
Common stock, Class B,
$1.00 par value per share; authorized 5,000,000 shares; issued
1,976,180 shares in 2013 and 1,986,880 shares in 2012
Additional paid-in capital
Retained earnings
Unrealized gains (losses) on securities available-for-sale, net of taxes
Unrealized losses on securities transferred to held-to-maturity, net of taxes
Pension liability, net of taxes
Total accumulated other comprehensive loss, net of taxes (Notes 3, 13 and 15)
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying “Notes to Consolidated Financial Statements.”
Consolidated Balance Sheets
2013
2012
$
59,956
34,722
94,678
4,617
$
53,646
98,637
152,283
17,367
464,245
1,434,801
1,487,884
18,072
1,264,763
20,941
1,243,822
23,400
6,539
—
87,897
$ 3,431,154
$ 475,862
992,796
864,957
382,224
2,715,839
214,440
255,144
36,083
33,176
275,507
15,146
1,111,788
19,197
1,092,591
23,899
5,811
2,773
66,031
$ 3,086,209
$ 438,429
933,316
653,345
419,983
2,445,073
191,390
195,144
36,083
38,529
3,254,682
2,906,219
—
—
3,580
3,568
1,976
11,932
180,747
198,235
(1,045)
(13,667)
(7,051)
(21,763)
176,472
1,986
11,891
162,892
180,337
12,330
—
(12,677)
(347)
179,990
$ 3,431,154
$ 3,086,209
18
Century Bancorp, Inc. AR ’13
Consolidated Statements of Income
Year Ended December 31,
(dollars in thousands except share data)
INTEREST INCOME
Loans, taxable
Loans, non-taxable
Securities available-for-sale, taxable
Securities available-for-sale, non-taxable
Federal Home Loan Bank of Boston dividends
Securities held-to-maturity
Federal funds sold, interest-bearing deposits in other banks and short-term investments
Total interest income
INTEREST EXPENSE
Savings and NOW deposits
Money market accounts
Time deposits
Securities sold under agreements to repurchase
Other borrowed funds and subordinated debentures
Total interest expense
Net interest income
Provision for loan losses (Note 6)
Net interest income after provision for loan losses
OTHER OPERATING INCOME
Service charges on deposit accounts
Lockbox fees
Brokerage commissions
Net gains on sales of securities
Net gains on sales of loans
Other income
Total other operating income
OPERATING EXPENSES
Salaries and employee benefits (Note 17)
Occupancy
Equipment
FDIC assessments
Other (Note 20)
Total operating expenses
Income before income taxes
Provision for income taxes (Note 16)
Net income
SHARE DATA (Note 14)
Weighted average number of shares outstanding, basic
Class A
Class B
Weighted average number of shares outstanding, diluted
Class A
Class B
Basic earnings per share
Class A
Class B
Diluted earnings per share
Class A
Class B
See accompanying “Notes to Consolidated Financial Statements.”
19
2013
2012
2011
$
33,214
$
34,983
$
36,772
16,082
13,024
286
59
16,615
485
79,765
2,585
2,472
4,777
361
8,610
18,805
60,960
2,710
58,250
8,113
3,079
257
3,019
1,564
2,583
18,615
35,244
5,000
2,298
1,790
11,480
55,812
21,053
1,007
16,432
22,286
340
77
6,746
630
81,494
2,250
2,373
6,250
367
8,300
19,540
61,954
4,150
57,804
7,880
2,930
364
1,843
297
2,551
15,865
32,943
4,695
2,255
1,737
11,608
53,238
20,431
1,392
11,324
22,782
211
46
5,816
1,114
78,065
2,539
2,706
9,356
379
7,786
22,766
55,299
4,550
50,749
7,885
2,770
441
1,940
660
2,544
16,240
29,630
4,411
2,235
2,025
10,441
48,742
18,247
1,554
$
20,046
$
19,039
$
16,693
3,575,683
1,980,855
5,557,693
1,980,855
$
$
$
$
4.39
2.19
3.61
2.19
3,557,693
1,990,474
5,549,191
1,990,474
$
$
$
$
4.18
2.09
3.43
2.09
3,543,233
1,997,411
5,541,794
1,997,411
$
$
$
$
3.68
1.84
3.01
1.84
Century Bancorp, Inc. AR ’13
Year Ended December 31,
(dollars in thousands)
NET INCOME
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on securities:
Consolidated Statements of Comprehensive Income
2013
2012
2011
$
20,046
$
19,039
$
16,693
Unrealized holding (losses) gains arising during period
Less: reclassification adjustment for gains included in net income
Total unrealized (losses) gains on securities
Accretion of net unrealized losses transferred during period
Defined benefit pension plans:
Pension liability adjustment:
Net gain (loss)
Amortization of prior service cost and loss included in net periodic benefit cost
Total pension liability adjustment
Other comprehensive (loss) income
Comprehensive income (loss)
See accompanying “Notes to Consolidated Financial Statements.”
(25,909)
(3,019)
(28,928)
1,886
4,932
694
5,626
(21,416)
$
(1,370)
5,854
(1,843)
4,011
—
(2,488)
649
(1,839)
2,172
6,666
(1,940)
4,726
—
(4,047)
380
(3,667)
1,059
$
21,211
$
17,752
20
Century Bancorp, Inc. AR ’13
Consolidated Statements of Changes in Stockholders’ Equity
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Accumulated
Other
Total
Retained Comprehensive Stockholders’
Earnings
Equity
Loss
(dollars in thousands except share data)
BALANCE, DECEMBER 31, 2010
$ 3,529
$ 2,011
$ 11,537
$ 131,526
$ (3,578)
$ 145,025
Net income
Other comprehensive income, net of tax:
Unrealized holding gains arising during period, net of $3,143 in taxes
and $1,940 in realized net gains
Pension liability adjustment, net of $2,439 in taxes
Conversion of Class B Common Stock to Class A
Common Stock, 17,000 shares
Stock options exercised, 2,450 shares
Cash dividends, Class A Common Stock, $0.48 per share
Cash dividends, Class B Common Stock, $0.24 per share
—
—
—
17
2
—
—
—
—
—
(17)
—
—
—
—
16,693
—
16,693
—
—
—
50
—
—
—
—
4,726
(3,667)
—
—
(1,701)
(479)
—
—
—
—
4,726
(3,667)
—
52
(1,701)
(479)
BALANCE, DECEMBER 31, 2011
$ 3,548
$ 1,994
$ 11,587
$ 146,039
$ (2,519)
$ 160,649
Net income
Other comprehensive income, net of tax:
Unrealized holding gains arising during period, net of $2,491 in taxes
and $1,843 in realized net gains
Pension liability adjustment, net of $1,223 in taxes
Conversion of Class B Common Stock to Class A
Common Stock, 7,500 shares
Stock options exercised, 12,262 shares
Cashless stock options exercised, 6.750 shares
Cash dividends, Class A Common Stock, $0.48 per share
Cash dividends, Class B Common Stock, $0.24 per share
—
—
—
8
12
—
—
—
—
—
—
(8)
—
—
—
—
—
19,039
—
19,039
—
—
—
292
12
—
—
—
—
4,011
(1,839)
—
—
—
(1,708)
(478)
—
—
—
—
—
4,011
(1,839)
—
304
12
(1,708)
(478)
BALANCE, DECEMBER 31, 2012
$ 3,568
$ 1,986
$ 11,891
$ 162,892
$
(347)
$ 179,990
Net income
Other comprehensive income, net of tax:
Unrealized holding losses arising during period, net of $8,527 in taxes
and $3,019 in realized net gains
Unrealized losses on securities transferred to held-to-maturity, net of
$9,781 in taxes
Accretion of net unrealized losses transferred during the period, net of
$1,191 in taxes
Pension liability adjustment, net of $3,741 in taxes
Conversion of Class B Common Stock to Class A Common Stock, 10,700 shares
Stock options exercised, 1,625 shares
Cash dividends, Class A Common Stock, $0.48 per share
Cash dividends, Class B Common Stock, $0.24 per share
—
—
—
—
—
10
2
—
—
—
—
—
—
—
(10)
—
—
—
—
20,046
—
20,046
—
—
—
—
—
41
—
—
—
(13,375)
(13,375)
—
(15,553)
(15,553)
—
—
—
—
(1,716)
(475)
1,886
5,626
—
—
—
—
1,886
5,626
—
43
(1,716)
(475)
BALANCE, DECEMBER 31, 2013
$ 3,580
$ 1,976
$ 11,932
$ 180,747
$ (21,763)
$ 176,472
See accompanying “Notes to Consolidated Financial Statements.”
21
Century Bancorp, Inc. AR ’13
Year Ended December 31,
(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Consolidated Statements of Cash Flows
2013
2012
2011
$ 20,046
$ 19,039
$ 16,693
Mortgage loans originated for sale
Proceeds from mortgage loans sold
Gain on sales of mortgage loans held for sale
Gain on sale of loans
Gain on sale of fixed assets
Net gains on sales of securities
Provision for loan losses
Deferred tax benefit
Net depreciation and amortization
(Increase) decrease in accrued interest receivable
Decrease in prepaid FDIC assessments
(Gain) loss on sales of other real estate owned
Write down of other real estate owned
Increase in other assets
Increase in other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of short-term investments
Purchase of short-term investments
Proceeds from call of Federal Home Loan Bank of Boston stock
Purchase of Federal Home Loan Bank of Boston stock
Proceeds from calls/maturities of securities available-for-sale
Proceeds from sales of securities available-for-sale
Purchase of securities available-for-sale
Proceeds from calls/maturities of securities held-to-maturity
Purchase of securities held-to-maturity
Proceeds from sales of loans
Net increase in loans
Proceeds from sales of other real estate owned
Proceeds from sales of fixed assets
Capital expenditures
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in time deposit accounts
Net increase in demand, savings, money market and NOW deposits
Net proceeds from the exercise of stock options
Cash dividends
Net increase in securities sold under agreements to repurchase
Net increase (decrease) in other borrowed funds
Net cash provided by financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest
Income taxes
Change in unrealized gains on securities available-for-sale, net of taxes
Change in unrealized losses on securities transferred to held-to-maturity, net of taxes
Pension liability adjustment, net of taxes
Transfer of loans to other real estate owned
Transfer of securities available-for-sale to held-to-maturity
See accompanying “Notes to Consolidated Financial Statements.”
(82,395)
93,337
(1,564)
—
(1)
(3,019)
2,710
(2,929)
5,358
(728)
2,773
—
—
(5,693)
4,043
31,938
22,367
(9,617)
284
(3,210)
256,420
224,045
(543,072)
121,121
(344,455)
—
(163,275)
—
—
(1,819)
(441,211)
(37,759)
308,525
43
(2,191)
23,050
60,000
351,668
(57,605)
152,283
$ 94,678
$ 18,812
4,008
$ (13,375)
(13,667)
5,626
—
987,037
(20,149)
14,457
(297)
—
(1)
(1,843)
4,150
(2,104)
6,445
211
1,562
(1)
—
(3,113)
1,070
19,426
38,397
(37,413)
385
—
532,734
294,881
(998,955)
88,628
(185,346)
—
(123,183)
1,584
1
(4,300)
(392,587)
(13,518)
334,007
304
(2,186)
48,070
(48,999)
317,678
(55,483)
207,766
$ 152,283
$
$ 19,597
3,348
4,011
—
(1,839)
400
—
(22,664)
19,697
(422)
(238)
—
(1,940)
4,550
(953)
5,558
579
1,794
8
117
(4,456)
503
18,826
121,106
(25,539)
—
—
722,403
75,615
(1,140,194)
119,315
(68,863)
4,000
(82,793)
802
—
(2,692)
(276,840)
16,241
206,320
52
(2,180)
34,770
22,025
277,228
19,214
188,552
$ 207,766
$
$ 22,799
3,109
4,726
—
(3,667)
2,110
—
22
Century Bancorp, Inc. AR ’13
1. Summary of Significant Accounting Policies
FAIR VALUE MEASUREMENTS
BASIS OF FINANCIAL STATEMENT PRESENTATION
The consolidated financial statements include the accounts of Century Bancorp,
Inc. (the “Company”) and its wholly owned subsidiary, Century Bank and Trust
Company (the “Bank”). The consolidated financial statements also include
the accounts of the Bank’s wholly owned subsidiaries, Century Subsidiary
Investments, Inc. (“CSII”), Century Subsidiary Investments, Inc. II (“CSII II”),
Century Subsidiary Investments, Inc. III (“CSII III”) and Century Financial
Services Inc. (“CFSI”). CSII, CSII II, and CSII III are engaged in buying, selling and
holding investment securities. CFSI has the power to engage in financial agency,
securities brokerage, and investment and financial advisory services and related
securities credit. The Company also owns 100% of Century Bancorp Capital
Trust II (“CBCT II”). The entity is an unconsolidated subsidiary of the Company.
All significant intercompany accounts and transactions have been eliminated
in consolidation. The Company provides a full range of banking services to
individual, 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 Commonwealth of Massachusetts
Commissioner 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
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. The Company has one reportable
operating segment.
The financial statements have been prepared in conformity with accounting
principles generally accepted in the United States of America and 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 loan losses. Management believes that the allowance for loan
losses is adequate based on independent appraisals and review of other factors,
including historical charge-off rates with additional allocations based on risk
factors for each category and general economic factors. While management uses
available information to recognize loan losses, future additions to the allowance
for loan losses may be necessary based on changes in economic conditions. In
addition, regulatory agencies periodically review the Company’s allowance for
loan losses. Such agencies may require the Company to recognize additions
to the allowance for loan losses based on their judgments about information
available to them at the time of their examination. Certain reclassifications are
made to prior-year amounts whenever necessary to conform with the current-
year presentation.
The Company follows FASB ASC 820-10, Fair Value Measurements and
Disclosures, (formerly SFAS 157, “Fair Value Measurements,”) which among
other things, requires enhanced disclosures about assets and liabilities carried at
fair value. ASC 820-10 establishes a hierarchal disclosure framework associated
with the level of pricing observability utilized in measuring financial instruments
at fair value. The three broad levels of the hierarchy are as follows:
Level I — Quoted prices are available in active markets for identical assets or
liabilities as of the reported date. The type of financial instruments included
in Level I are highly liquid cash instruments with quoted prices, such as G-7
government, agency securities, listed equities and money market securities, as
well as listed derivative instruments.
Level II — Pricing inputs are other than quoted prices in active markets, which
are either directly or indirectly observable as of the reported date. The nature
of these financial instruments includes cash instruments for which quoted
prices are available but traded less frequently, derivative instruments whose fair
value has been derived using a model where inputs to the model are directly
observable in the market or can be derived principally from or corroborated by
observable market data, and instruments that are fair valued using other financial
instruments, the parameters of which can be directly observed. Instruments that
are generally included in this category are corporate bonds and loans, mortgage
whole loans, municipal bonds and over the counter (“OTC”) derivatives.
Level III — These instruments have little to no pricing observability as of
the reported date. These financial instruments do not have two-way markets
and are measured using management’s best estimate of fair value, where the
inputs into the determination of fair value require significant management
judgment or estimation. Instruments that are included in this category generally
include certain commercial mortgage loans, certain private equity investments,
distressed debt, and noninvestment grade residual interests in securitizations as
well as certain highly structured OTC derivative contracts.
CASH AND CASH EQUIVALENTS
For purposes of reporting cash flows, cash equivalents include highly liquid
assets with an original maturity of three months or less. Highly liquid assets
include cash and due from banks, federal funds sold and certificates of deposit.
SHORT-TERM INVESTMENTS
As of December 31, 2013 and 2012, short-term investments include highly
liquid certificates of deposit with original maturities of more than 90 days but
less than one year.
INVESTMENT SECURITIES
Debt securities that the Company has the positive intent and ability to hold to
maturity are classified as held-to-maturity and reported at amortized cost; debt
and equity securities that are bought and held principally for the purpose of
selling are classified as trading and reported at fair value, with unrealized gains
and losses included in earnings; and debt and equity securities not classified
as either held-to-maturity or trading are classified as available-for-sale and
reported at fair value, with unrealized gains and losses excluded from earnings
and reported as a separate component of stockholders’ equity, net of estimated
related income taxes. The Company has no securities held for trading.
Premiums and discounts on investment securities are amortized or accreted
into income by use of the level-yield method. If a decline in fair value below the
amortized cost basis of an investment is judged to be other-than-temporary, the
cost basis of the investment is written down to fair value. The total amount of
the impairment charge is recognized in earnings, with an offset for the noncredit
component, which is recognized as other comprehensive income. Gains and
losses on the sale of investment securities are recognized on the trade date on
a specific identification basis.
23
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial StatementsThe transfer of a security between categories of investments shall be accounted
for at fair value. For a debt security transferred into the held-to-maturity
category from the available-for-sale category, the unrealized holding gain or
loss at the date of the transfer shall continue to be reported in a separate
component of shareholders’ equity but shall be amortized over the remaining
life of the security as an adjustment of yield in a manner consistent with the
amortization of any premium or discount. The amortization of an unrealized
holding gain or loss reported in equity will offset or mitigate the effect on
interest income of the amortization of the premium or discount for that held-to-
maturity security.
FEDERAL HOME LOAN BANK STOCK
The Bank, as a member of the Federal Home Loan Bank of Boston (“FHLBB”)
system, is required to maintain an investment in capital stock of the FHLBB.
Based on redemption provisions, the stock has no quoted market value and is
carried at cost. At its discretion, the FHLBB may declare dividends on the stock.
The Company reviews for impairment based on the ultimate recoverability of
the cost basis of the stock. For the year ended December 31, 2013, the FHLBB
reported preliminary net income of $212.3 million. The FHLBB also declared
a dividend equal to an annual yield of 1.49%. As of December 31, 2013, no
impairment has been recognized.
LOANS HELD FOR SALE
Loans originated and intended for sale in the secondary market are carried at the
lower of cost or estimated fair value in the aggregate. Net unrealized losses, if
any, are recognized through a valuation allowance by charges to income.
LOANS
Interest on loans is recognized based on the daily principal amount outstanding.
Accrual of interest is discontinued when loans become ninety days delinquent
unless the collateral is sufficient to cover both principal and interest and the
loan is in the process of collection. Past-due status is based on contractual
terms of the loan. Loans, including impaired loans, on which the accrual of
interest has been discontinued, are designated nonaccrual loans. When a loan
is placed on nonaccrual, all income that has been accrued but remains unpaid
is reversed against current period income, and all amortization of deferred
loan costs and fees is discontinued. Nonaccrual loans may be returned to an
accrual status when principal and interest payments are not delinquent or
the risk characteristics of the loan have improved to the extent that there no
longer exists a concern as to the collectibility of principal and interest. Income
received on nonaccrual loans is either recorded in income or applied to the
principal balance of the loan, depending on management’s evaluation as to the
collectibility of principal.
Loan origination fees and related direct loan origination costs are offset, and the
resulting net amount is deferred and amortized over the life of the related loans
using the level-yield method. Prepayments are not initially considered when
amortizing premiums and discounts.
The Bank measures impairment for impaired loans at either the fair value of
the loan, the present value of the expected future cash flows discounted at
the loan’s effective interest rate or the fair value of the collateral if the loan is
collateral dependent. This method applies to all loans, uncollateralized as well as
collateralized, except large groups of smaller-balance homogeneous loans such
as residential real estate and consumer loans that are collectively evaluated for
impairment and loans that are measured at fair value. For collateral dependent
loans, the amount of the recorded investment in a loan that exceeds the fair
value of the collateral is charged-off against the allowance for loan losses in lieu
of an allocation of a specific allowance when such an amount has been identified
definitively as uncollectible. Management considers the payment status, net
worth and earnings potential of the borrower, and the value and cash flow of
the collateral as factors to determine if a loan will be paid in accordance with its
contractual terms. Management does not set any minimum delay of payments
as a factor in reviewing for impaired classification. Loans are charged-off
when management believes that the collectibility of the loan’s principal is
not probable. The specific factors that management considers in making the
determination that the collectibility of the loan’s principal is not probable
include the delinquency status of the loan, the fair value of the collateral, if
secured, and, the financial strength of the borrower and/or guarantors. In
addition, criteria for classification of a loan as in-substance foreclosure has
been modified so that such classification need be made only when a lender is in
possession of the collateral. The Bank measures the impairment of troubled debt
restructurings using the pre-modification rate of interest.
TRANSFERS OF FINANCIAL ASSETS
Transfers of financial assets, typically residential mortgages and loan
participations for the Company, are accounted for as sales when control over
the assets has been surrendered. Control over transferred assets is deemed
to be surrendered when (1) the assets have been isolated from the Company,
(2) the transferee obtains the right (free of conditions that constrain it from
taking advantage of that right) to pledge or exchange the transferred assets, and
(3) the Company does not maintain effective control over the transferred assets.
ACQUIRED LOANS
In accordance with FASB ASC 310-30, Loans and Debt Securities Acquired with
Deteriorated Credit Quality (formerly Statement of Position (“SOP”) No. 03-3,
“Accounting for Certain Loans or Debt Securities Acquired in a Transfer”) the
Company reviews acquired loans for differences between contractual cash flows
and cash flows expected to be collected from the Company’s initial investment
in the acquired loans to determine if those differences are attributable, at least
in part, to credit quality. If those differences are attributable to credit quality,
the loan’s contractually required payments received in excess of the amount of
its cash flows expected at acquisition, or nonaccretable discount, is not accreted
into income. FASB ASC 310-30 requires that the Company recognize the excess
of all cash flows expected at acquisition over the Company’s initial investment in
the loan as interest income using the interest method over the term of the loan.
This excess is referred to as accretable discount and is recorded as a reduction
of the loan balance.
Loans which, at acquisition, do not have evidence of deterioration of credit
quality since origination are outside the scope of FASB ASC 310-30. For such
loans, the discount, if any, representing the excess of the amount of reasonably
estimable and probable discounted future cash collections over the purchase
price, is accreted into interest income using the interest method over the term of
the loan. Prepayments are not considered in the calculation of accretion income.
Additionally, the discount is not accreted on nonperforming loans.
When a loan is paid off, the excess of any cash received over the net investment
is recorded as interest income. In addition to the amount of purchase discount
that is recognized at that time, income may include interest owed by the
borrower prior to the Company’s acquisition of the loan, interest collected if on
nonperforming status, prepayment fees and other loan fees.
NONPERFORMING ASSETS
In addition to nonperforming loans, nonperforming assets include other real
estate owned. Other real estate owned is comprised of properties acquired
through foreclosure or acceptance of a deed in lieu of foreclosure. Other real
estate owned is recorded initially at estimated fair value less costs to sell. When
such assets are acquired, the excess of the loan balance over the estimated fair
value of the asset is charged to the allowance for loan losses. An allowance for
losses on other real estate owned is established by a charge to earnings when,
upon periodic evaluation by management, further declines in the estimated
fair value of properties have occurred. Such evaluations are based on an
analysis of individual properties as well as a general assessment of current real
estate market conditions. Holding costs and rental income on properties are
included in current operations, while certain costs to improve such properties
are capitalized. Gains and losses from the sale of other real estate owned are
reflected in earnings when realized.
24
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial StatementsALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is based on management’s evaluation of the quality
of the loan portfolio and is used to provide for losses resulting from loans that
ultimately prove uncollectible. In determining the level of the allowance, periodic
evaluations are made of the loan portfolio, which takes into account such factors
as the character of the loans, loan status, financial posture of the borrowers,
value of collateral securing the loans and other relevant information sufficient to
reach an informed judgment. The allowance is increased by provisions charged
to income and reduced by loan charge-offs, net of recoveries. Management
maintains an allowance for loan losses to absorb losses inherent in the loan
portfolio. The allowance is based on assessments of the probable estimated
losses inherent in the loan portfolio. Management’s methodology for assessing
the appropriateness of the allowance consists of several key elements, which
include the formula allowance, specific allowances, if appropriate, for identified
problem loans and the unallocated allowance. Arriving at an appropriate level of
allowance for loan losses necessarily involves a high degree of judgment.
While management uses available information in establishing the allowance for
loan losses, future adjustments to the allowance may be necessary if economic
conditions differ substantially from the assumptions used in making the
evaluations. Loans are charged-off in whole or in part when, in management’s
opinion, collectibility is not probable. The specific factors that management
considers in making the determination that the collectibility of the loan’s
principal is not probable include the delinquency status of the loan, the fair value
of the collateral and the financial strength of the borrower and/or guarantors.
For collateral dependent loans, the amount of the recorded investment in a loan
that exceeds the fair value of the collateral is charged-off against the allowance
for loan losses in lieu of an allocation of a specific allowance when such an
amount has been identified definitively as uncollectible.
The formula allowance evaluates groups of loans to determine the allocation
appropriate within each portfolio segment. Individual loans within the
commercial and industrial, commercial real estate and real estate construction
loan portfolio segments are assigned internal risk ratings to group them with
other loans possessing similar risk characteristics. Changes in risk grades affect
the amount of the formula allowance. Risk grades are determined by reviewing
current collateral value, financial information, cash flow, payment history and
other relevant facts surrounding the particular credit. Provisions for losses on
the remaining commercial and commercial real estate loans are based on pools of
similar loans using a combination of historical net loss experience and qualitative
adjustments. For the residential real estate and consumer loan portfolios, the
reserves are calculated by applying historical charge-off and recovery experience
and qualitative adjustments to the current outstanding balance in each loan
category. Loss factors are based on the Company’s historical net loss experience
as well as regulatory guidelines.
Specific allowances for loan losses entail the assignment of allowance amounts
to individual loans on the basis of loan impairment. Certain loans are evaluated
individually and are judged to be impaired when management believes it is
probable that the Company will not collect all the contractual interest and
principal payments as scheduled in the loan agreement. Under this method,
loans are selected for evaluation based upon a change in internal risk rating,
occurrence of delinquency, loan classification or nonaccrual status. A specific
allowance amount is allocated to an individual loan when such loan has been
deemed impaired and when the amount of a probable loss is able to be
estimated on the basis of: (a) present value of anticipated future cash flows,
(b) the loan’s observable fair market price or (c) fair value of collateral if the loan
is collateral dependent.
The formula allowance and specific allowances also include management’s
evaluation of various conditions, including business and economic conditions,
delinquency trends, charge-off experience and other quality factors.
An unallocated component is maintained to cover uncertainties that could
affect management’s estimate of probable losses. The unallocated component
of the allowance reflects the margin of imprecision inherent in the underlying
assumptions used in the methodologies for estimating allocated and general
reserves in the portfolio.
Management has identified certain risk factors, which could impact the degree
of loss sustained within the portfolio. These include: (a) market risk factors,
such as the effects of economic variability on the entire portfolio and (b) unique
portfolio risk factors that are inherent characteristics of the Company’s loan
portfolio. Market risk factors may consist of changes to general economic and
business conditions that may impact the Company’s loan portfolio customer
base in terms of ability to repay and that may result in changes in value
of underlying collateral. Unique portfolio risk factors may include industry
concentrations and geographic concentrations or trends that may exacerbate
losses resulting from economic events which the Company may not be able to
fully diversify out of its portfolio.
The qualitative factors are determined based on the various risk characteristics
of each loan segment. Risk characteristics relevant to each portfolio segment are
as follows:
Residential real estate — The Company generally does not originate loans
with a loan-to-value ratio greater than 80 percent. All loans in this segment
are collateralized by owner-occupied residential real estate and repayment is
dependent on the credit quality of the individual borrower. The overall health
of the economy, including unemployment rates, will have an effect on the credit
quality in the segment.
Commercial real estate — Loans in this segment are primarily income-producing
properties. Also included are loans to educational institutions, hospitals and
other non-profit organizations. The underlying cash flows generated by the
properties are adversely impacted by a downturn in the economy as evidenced
by increased vacancy rates, which in turn, will have an effect on the credit quality
in this segment. Management monitors the cash flows of these loans.
Construction loans — Loans in this segment primarily include real estate
development loans for which payment is derived from sale of the property as
well as construction projects in which the property will ultimately be used by the
borrower. Credit risk is affected by cost overruns, time to sell at an adequate
price and market conditions.
Commercial and industrial loans — Loans in this segment are made to
businesses and are generally secured by assets of the business. Repayment
is expected from the cash flows of the business. A weakened economy, and
resultant decreased consumer spending, will have an effect on the credit quality
in this segment.
BANK PREMISES AND EQUIPMENT
Bank premises and equipment are stated at cost less accumulated depreciation
and amortization. Land is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets or the terms
of leases, if shorter. It is general practice to charge the cost of maintenance and
repairs to operations when incurred; major expenditures for improvements are
capitalized and depreciated.
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
Goodwill represents the excess of the cost of an acquisition over the fair value
of the net assets acquired. Goodwill is not subject to amortization. Identifiable
intangible assets consist of core deposit intangibles and are assets resulting
from acquisitions that are being amortized over their estimated useful lives.
Goodwill and identifiable intangible assets are included in other assets on the
consolidated balance sheets. The Company tests goodwill for impairment on
25
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statementsan annual basis, or more often if events or circumstances indicate there may
be impairment. Goodwill impairment testing is performed at the segment (or
“reporting unit”) level. Currently, the Company’s goodwill is evaluated at the
entity level as there is only one reporting unit. Goodwill is assigned to reporting
units at the date the goodwill is initially recorded. Once goodwill has been
assigned to reporting units, it no longer retains its association with a particular
acquisition, and all of the activities within a reporting unit, whether acquired or
organically grown, are available to support the value of the goodwill.
Goodwill impairment is evaluated by first assessing qualitative factors (events
and circumstances) to determine whether it is more likely than not (meaning
a likelihood of more than 50 percent) that the fair value of a reporting unit
is less than its carrying amount. If, after considering all relevant events and
circumstances, an entity determines it is not more likely than not that the fair
value of a reporting unit is less than its carrying amount, then performing the
two-step impairment test will be unnecessary.
The first step, in the two-step impairment test, used to identify potential
impairment, involves comparing each reporting unit’s fair value to its carrying
value including goodwill. If the fair value of a reporting unit exceeds its carrying
value, applicable goodwill is considered not to be impaired. If the carrying value
exceeds fair value, there is an indication of impairment and the second step is
performed to measure the amount of impairment.
SERVICING
The Company services mortgage loans for others. Mortgage servicing assets
are recognized as separate assets when rights are acquired through purchase or
through sale of financial assets. Fair value is determined using prices for similar
assets with similar characteristics, when available, or based upon discounted
cash flows using market-based assumptions. The valuation model incorporates
assumptions that market participants would use in estimating future net
servicing income, such as the cost to service, the discount rate, an inflation rate,
ancillary income, prepayment speeds and default rates and losses. Capitalized
servicing rights are reported in other assets and are amortized into loan servicing
fee income in proportion to, and over the period of, the estimated future
net servicing income of the underlying financial assets. Servicing assets are
evaluated for impairment based upon the fair value of the rights as compared to
amortized cost. Impairment is determined by stratifying rights by predominant
risk characteristics, such as interest rates and terms. Impairment is recognized
through a valuation allowance for an individual stratum, to the extent that
fair value is less than the capitalized amount for the stratum. Changes in the
valuation allowance are reported in loan servicing fee income.
STOCK OPTION ACCOUNTING
The Company follows the fair value recognition provisions of FASB ASC 718,
Compensation – Stock Compensation (formerly SFAS 123R) for all share-based
payments, using the modified-prospective transition method. The Company’s
method of valuation for share-based awards granted utilizes the Black-Scholes
option-pricing model, which was also previously used for the Company’s pro
forma information required under FASB ASC 718. The Company will recognize
compensation expense for its awards on a straight-line basis over the requisite
service period for the entire award (straight-line attribution method), ensuring
that the amount of compensation cost recognized at any date at least equals the
portion of the grant-date fair value of the award that is vested at that time.
During 2000 and 2004, common stockholders of the Company approved
stock option plans (the “Option Plans”) that provide for granting of options
to purchase up to 150,000 shares of Class A common stock per plan. Under
the Option Plans, all officers and key employees of the Company are eligible to
receive nonqualified or incentive stock options to purchase shares of Class A
common stock. The Option Plans are administered by the Compensation
Committee of the Board of Directors, whose members are ineligible to
participate in the Option Plans. Based on management’s recommendations, the
Committee submits its recommendations to the Board of Directors as to persons
to whom options are to be granted, the number of shares granted to each,
the option price (which may not be less than 85% of the fair market value for
nonqualified stock options, or the fair market value for incentive stock options,
of the shares on the date of grant) and the time period over which the options
are exercisable (not more than ten years from the date of grant). There were
options to purchase an aggregate of 20,375 shares of Class A common stock
exercisable at December 31, 2013.
On December 30, 2005, the Board of Directors approved the acceleration
and immediate vesting of all unvested options with an exercise price of $31.60
or greater per share. As a consequence, options to purchase 23,950 shares
of Class A common stock became exercisable immediately. The average of the
high and low price at which the Class A common stock traded on December 30,
2005, the date of the acceleration and vesting, was $29.28 per share. In
connection with this acceleration, the Board of Directors approved a technical
amendment to each of the Option Plans to eliminate the possibility that the
terms of any outstanding or future stock option would require a cash settlement
on the occurrence of any circumstance outside the control of the Company.
The Company uses the fair value method to account for stock options. All of the
Company’s stock options are vested, and there were no options granted during
2013 and 2012.
INCOME TAXES
The Company uses the asset and liability method in accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
temporary differences are expected to be recovered or settled. Under this
method, the effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
The Company accounts for uncertain tax positions in accordance with FASB
ASC 740.
The Company classifies interest resulting from underpayment of income taxes
as income tax expense in the first period the interest would begin accruing
according to the provisions of the relevant tax law.
The Company classifies penalties resulting from underpayment of income taxes
as income tax expense in the period for which the Company claims or expects to
claim an uncertain tax position or in the period in which the Company’s judgment
changes regarding an uncertain tax position.
TREASURY STOCK
Effective July 1, 2004, companies incorporated in Massachusetts became
subject to Chapter 156D of the Massachusetts Business Corporation Act,
provisions of which eliminate the concept of treasury stock and provide
that shares reacquired by a company are to be treated as authorized but
unissued shares.
26
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial StatementsIn February 2013, the FASB issued ASU 2013-02, Comprehensive Income
(Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other
Comprehensive Income. ASU 2013-02 requires an entity to report the effect of
significant reclassifications out of accumulated other comprehensive income on
the respective line items in net income or as a separate disclosure in the notes
to the financial statements. The new standard is effective for annual periods
beginning January 1, 2013, and interim periods within those annual periods.
The Company has presented a separate footnote (Note 13) as a result of
this pronouncement.
In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds
Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest
Rate for Hedge Accounting Purposes. This ASU amends ASC 815 to allow
entities to use the Fed Funds Effective Swap Rate, in addition to U.S. Treasury
rates and LIBOR, as a benchmark interest rate in accounting for fair value and
cash flow hedges in the United States. This ASU also eliminates the provision
from ASC 815-20-25-6 that prohibits the use of different benchmark rates for
similar hedges except in rate and justifiable circumstances. This ASU is effective
prospectively for qualifying new hedging relationship entered into on or after
July 17, 2013, and for hedging relationship redesignated on or after that day.
As of December 31, 2013, the Company did not have any fair value and cash
flow hedges. The adoption of ASU No. 2013-10 did not have a material impact
on the Company’s financial statements.
In July 2013, the FASB issued ASU No. 2013-11, Presentation of an
Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar
Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides guidance on
financial statement presentation of unrecognized tax benefits (“UTBs”) when
a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit
carryforward exists. The FASB’s objective in issuing this ASU is to eliminate
diversity in practice resulting from a lack of guidance on this topic in current U.S.
GAAP. Under this ASU, an entity must present a UTB, or a portion of a UTB, in
the financial statements as a reduction to a deferred tax asset (“DTA”) for an
NOL carryforward, a similar tax loss, or a tax credit carryforward except when:
(a) an NOL carryforward, a similar tax loss, or a tax credit carryforward is not
available as of the reporting date under the governing tax law to settle taxes
that would result from the disallowance of the tax position; (b) the entity does
not intend to use the DTA for this purpose (provided that the tax law permits
a choice). If either of these conditions exists, an entity should present a UTB in
the financial statements as a liability and should not net the UTB with a DTA.
New recurring disclosures are not required because the ASU does not affect the
recognition or measurement of uncertain tax positions under ASC 740. This
amendment does not affect the amounts public entities disclose in the tabular
reconciliation of the total amounts of UTBs because the tabular reconciliation
presents the gross amount of UTBs. This ASU is effective for fiscal years
beginning after December 15, 2013, and interim periods within those years.
The amendments should be applied to all UTBs that exist as of the effective
date. Entities may choose to apply the amendments retrospectively to each
prior reporting period presented. As of December 31, 2013, the Company did
not have a UTB. Management will assess the applicability of this ASU after it
becomes effective in the first quarter of 2014.
2. Cash and Due from Banks
The Company is required to maintain a portion of its cash and due from banks
as a reserve balance under the Federal Reserve Act. Such reserve is calculated
based upon deposit levels and amounted to $0 at December 31, 2013, and
$9,608,000 at December 31, 2012.
PENSION
The Company provides pension benefits to its employees under a
noncontributory, defined benefit plan, which is funded on a current basis in
compliance with the requirements of the Employee Retirement Income Security
Act of 1974 (“ERISA”) and recognizes costs over the estimated employee
service period.
The Company also has a Supplemental Executive Insurance/Retirement Plan
(“the Supplemental Plan”), which is limited to certain officers and employees
of the Company. The Supplemental Plan is accrued on a current basis and
recognizes costs over the estimated employee service period.
Executive officers of the Company or its subsidiaries who have at least one year
of service may participate in the Supplemental Plan. The Supplemental Plan is
voluntary. Individual life insurance policies, which are owned by the Company,
are purchased covering the life of each participant.
REVISION OF EPS PRESENTATION
The Company has determined that although the Class A and Class B common
stock have different dividend rates, the Company had not applied the two-class
method when calculating earnings per share (“EPS”) separately for the Class A
and Class B common stock. This resulted in immaterial revisions to previously
For the year ended
reported basic EPS for Class A and Class B common stock and diluted EPS for
December 31, 2011:
the Class B common stock as summarized below:
Basic EPS – Class A common
As previously
reported
As revised
Basic EPS – Class B common
Diluted EPS – Class A common
Diluted EPS – Class B common
$ 3.01
$ 3.01
$ 3.01
$ 3.01
$ 3.68
$ 1.84
$ 3.01
$ 1.84
RECENT ACCOUNTING DEVELOPMENTS
In February 2013, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) No. 2013-01, Clarifying the Scope
of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies the
scope of offsetting disclosure requirements in ASU 2011-11, Balance Sheet
(Topic 210): Disclosures about Offsetting Assets and Liabilities. Under ASU
2013-01, the disclosure requirements would apply to derivative instruments
accounted for in accordance with ASC 815, including bifurcated embedded
derivatives, repurchase agreements and reverse repurchase agreements, and
securities borrowing and securities lending arrangements that are either offset
on the balance sheet or subject to an enforceable master netting arrangement
or similar agreement. Entities with other types of financial assets and financial
liabilities subject to a master netting arrangement or similar agreement also
are affected because these amendments make them no longer subject to the
disclosure requirements in ASU No. 2011-11. Effective January 1, 2013,
companies are required to disclose (a) gross amounts of recognized assets and
liabilities; (b) gross amounts offset in the statement of financial position; (c) net
amounts of assets and liabilities presented in the statement of financial position;
(d) gross amount subject to enforceable master netting agreement not offset
in the statements of financial position; and (e) net amounts after deducting (d)
from (c). The disclosure should be presented in tabular format (unless another
format is more appropriate) separately for assets and liabilities. The intent of
the new disclosure is to enable users of financial statements to understand the
effect of those arrangements on its financial position and to allow investors
to better compare financial statements prepared under GAAP with financial
statements prepared under International Financial Reporting Standards. The
Company implemented the provisions of ASU 2011-11 as of January 1, 2013.
The adoption of this pronouncement did not have a material effect on the
consolidated financial statements.
27
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements 3. Securities Available-for-Sale
(dollars in thousands)
U.S. Treasury
U.S. Government Sponsored Enterprises
SBA Backed Securities
U.S. Government Agency and Sponsored
December 31, 2013
Gross
Unrealized
Losses
Gross
Unrealized
Gains
Estimated
Fair
Value
Amortized
Cost
December 31, 2012
Gross
Gross
Unrealized
Losses
Gains
Amortized Unrealized
Cost
Estimated
Fair
Value
$
$
1,997
9,995
7,270
1
9
32
$
—
—
—
$
1,998
10,004
7,302
$
$
2,000
130,048
8,043
4
360
113
$
— $
68
—
2,004
130,340
8,156
Enterprises Mortgage-Backed Securities
404,103
588
1,501
403,190
1,212,953
20,816
412
1,233,357
Privately Issued Residential
Mortgage-Backed Securities
Obligations Issued by States and
Political Subdivisions
Other Debt Securities
Equity Securities
2,294
37,578
2,300
406
6
15
—
170
23
870
125
—
2,277
2,938
36,723
2,175
576
55,855
2,300
458
31
41
—
112
22
722
47
—
2,947
55,174
2,253
570
Total
$ 465,943
$
821
$ 2,519
$ 464,245
$ 1,414,595
$ 21,477
$ 1,271 $ 1,434,801
Included in U.S. Government Sponsored Enterprise Securities and U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities are securities
at fair value pledged to secure public deposits and repurchase agreements amounting to $368,137,000 and $665,028,000 at December 31, 2013 and 2012,
respectively. Also included in securities available-for-sale at fair value are securities pledged for borrowing at the Federal Home Loan Bank amounting to $12,214,000
and $220,313,000 at December 31, 2013 and 2012, respectively. The Company realized gains on sales of securities of $3,019,000, $1,843,000 and
$1,940,000 from the proceeds of sales of available-for-sale securities of $224,045,000, $294,881,000 and $75,615,000 for the years ended December 31,
2013, 2012, and 2011, respectively.
Debt securities of Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac.
Amortized
Cost
Fair
Value
The following table shows the estimated maturity distribution of the Company’s securities available-for-sale at December 31, 2013.
(dollars in thousands)
Within one year
After one but within five years
After five but within ten years
More than ten years
Nonmaturing
Total
$
36,942
180,676
238,822
7,597
1,906
$
36,964
180,540
238,018
6,771
1,952
$ 465,943
$ 464,245
The weighted average remaining life of investment securities available-for-sale at December 31, 2013, was 5.1 years. The contractual maturities, which were used
in the table above, of mortgage-backed securities, will differ from the actual maturities due to the ability of the issuers to prepay underlying obligations. Also,
$415,692,000 of the securities are floating rate or adjustable rate and reprice prior to maturity.
The Company transferred $987,037,000 of securities with unrealized losses of $25,333,000 from available-for-sale to held-to-maturity during 2013.
As of December 31, 2013 and December 31, 2012, management concluded that the unrealized losses of its investment securities are temporary in nature since they
are not related to the underlying credit quality of the issuers, and the Company does not intend to sell these debt securities and it is not more likely than not that it
will be required to sell these debt securities before the anticipated recovery of its remaining amortized cost. In making its other-than-temporary impairment evaluation,
the Company considered the fact that the principal and interest on these securities are from issuers that are investment grade. The change in the unrealized losses
on the state and municipal securities and the nonagency mortgage-backed securities was primarily caused by changes in credit spreads and liquidity issues in the
marketplace.
The unrealized loss on U.S. Government Sponsored Enterprises and U.S. Government Sponsored Enterprises Mortgage Backed Securities related primarily to interest
rates and not credit quality and because the Company has the ability and intent to hold these investments until recovery of fair value, which may be maturity. The
Company does not consider these investments to be other-than-temporarily impaired at December 31, 2013 and December 31, 2012.
In evaluating the underlying credit quality of a security, management considers several factors such as the credit rating of the obligor and the issuer, if applicable.
Internal reviews of issuer financial statements are performed as deemed necessary. In the case of privately issued mortgage-backed securities, the performance of the
underlying loans is analyzed as deemed necessary to determine the estimated future cash flows of the securities. Factors considered include the level of subordination,
current and estimated future default rates, current and estimated prepayment rates, estimated loss severity rates, geographic concentrations and origination dates
of underlying loans. In the case of marketable equity securities, the severity of the unrealized loss, the length of time the unrealized loss has existed, and the issuer’s
financial performance are considered.
28
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The following table shows the temporarily impaired securities of the Company’s available-for-sale portfolio at December 31, 2013. This table shows the unrealized
market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer.
Temporarily Impaired Investments
There are 47 and 7 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 234 holdings at
December 31, 2013.
Less Than 12 Months
12 Months or Longer
December 31, 2013
Total
(dollars in thousands)
U.S. Government Sponsored Enterprise
U.S. Government Agency and Sponsored
Enterprise Mortgage-Backed Securities
Privately Issued Residential Mortgage-Backed Securities
Obligations Issued by States and Political Subdivisions
Other Debt Securities
Total temporarily impaired securities
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
$
—
$
—
$
—
$
—
$
—
$
—
289,709
1,486
—
—
$ 291,195
1,352
23
—
—
$ 1,375
24,557
—
3,820
1,376
149
—
870
125
314,266
1,486
3,820
1,376
1,501
23
870
125
$ 29,753
$ 1,144
$ 320,948
$ 2,519
The following table shows the temporarily impaired securities of the Company’s available-for-sale portfolio at December 31, 2012. This table shows the unrealized
market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer.
Temporarily Impaired Investments
There are 20 and 7 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 458 holdings at
December 31, 2012.
December 31, 2012
Less Than 12 Months
12 Months or Longer
Total
(dollars in thousands)
U.S. Government Sponsored Enterprise
U.S. Government Agency and Sponsored
Enterprise Mortgage-Backed Securities
Privately Issued Residential Mortgage-Backed Securities
Obligations Issued by States and Political Subdivisions
Other Debt Securities
Total temporarily impaired securities
$ 127,973
$
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
$ 34,967
$
68
$
—
$
—
$ 34,967
$
68
93,006
—
—
—
383
—
—
—
451
10,169
1,863
3,963
1,453
$ 17,448
$
29
22
722
47
820
103,175
1,863
3,963
1,453
412
22
722
47
$ 145,421
$ 1,271
4. Investment Securities Held-to-Maturity
Amortized
Cost
(dollars in thousands)
December 31, 2013
Gross
Gross
Unrealized
Unrealized
Losses
Gains
Estimated
Fair
Value
December 31, 2012
Gross
Gross
Unrealized
Unrealized
Losses
Gains
Estimated
Fair
Value
Amortized
Cost
U.S. Government Sponsored Enterprise
$ 291,779
$ 185
$ 5,043
$ 286,921
$ 17,747
$
19
$
8
$ 17,758
U.S. Government Sponsored Enterprise
Mortgage-Backed Securities
1,196,105
2,239
20,816
1,177,528
257,760
6,480
Total
$ 1,487,884
$ 2,424
$ 25,859
$ 1,464,449
$ 275,507
$ 6,499
$
74
82
264,166
$ 281,924
Included in U.S. Government and Agency Securities are securities pledged to secure public deposits and repurchase agreements at fair value amounting to
$732,144,000 and $149,366,000 at December 31, 2013, and 2012, respectively. Also included are securities pledged for borrowing at the Federal Home Loan
Bank at fair value amounting to $510,060,000 and $103,617,000 at December 31, 2013, and 2012, respectively.
At December 31, 2013 and 2012, all mortgage-backed securities are obligations of U.S. Government Sponsored Enterprises. Government Sponsored Enterprises
primarily refer to debt securities of Fannie Mae and Freddie Mac.
29
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The following table shows the maturity distribution of the Company’s securities held-to-maturity at December 31, 2013.
(dollars in thousands)
Amortized
Cost
Fair
Value
Within one year
After one but within five years
After five but within ten years
More than ten years
Total
$
5,689
827,333
653,784
1,078
$
5,672
818,936
638,750
1,091
$ 1,487,884
$ 1,464,449
The weighted average remaining life of investment securities held-to-maturity at December 31, 2013, was 5.2 years. Included in the weighted average remaining
life calculation at December 31, 2013, were $224,663,000 of U.S. Government Sponsored Enterprises obligations that are callable at the discretion of the issuer.
The actual maturities, which were used in the table above, of mortgage-backed securities, will differ from the contractual maturities due to the ability of the issuers to
prepay underlying obligations.
The Company transferred $987,037,000 of securities with unrealized losses of $25,333,000 from available-for-sale to held-to-maturity during 2013.
As of December 31, 2013 and December 31, 2012, management concluded that the unrealized losses of its investment securities are temporary in nature since
they are not related to the underlying credit quality of the issuers, and the Company does not intend to sell these debt securities and it is not more likely than not
that it will be required to sell these debt securities before the anticipated recovery of their remaining amortized costs. In making its other-than-temporary impairment
evaluation, the Company considered the fact that the principal and interest on these securities are from issuers that are investment grade.
The unrealized loss on U.S. Government Agency and Sponsored Enterprises Mortgage-Backed Securities related primarily to interest rates and not credit quality,
and because the Company does not intend to sell any of these securities and it is not more likely than not that it will be required to sell these securities before the
anticipated recovery of the remaining amortized cost, the Company does not consider these investments to be other-than-temporarily impaired at December 31,
2013 and December 31, 2012.
In evaluating the underlying credit quality of a security, management considers several factors such as the credit rating of the obligor and the issuer, if applicable.
Internal reviews of issuer financial statements are performed as deemed necessary.
The following table shows the temporarily impaired securities of the Company’s held-to-maturity portfolio at December 31, 2013. This table shows the unrealized
market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer.
Temporarily Impaired Investments
There are 191 and 13 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 300 holdings at
Less Than 12 Months
December 31, 2013.
12 Months or Longer
December 31, 2013
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
(dollars in thousands)
U.S. Government Sponsored Enterprises
U.S. Government Agency and Sponsored
Enterprise Mortgage-Backed Securities
Total temporarily impaired securities
$ 232,535
$ 5,043
$
—
$
—
$ 232,535 $ 5,043
931,180
18,654
80,362
2,162
1,011,542
20,816
$ 1,163,715
$ 23,697
$ 80,362
$ 2,162
$ 1,244,077 $ 25,859
The following table shows the temporarily impaired securities of the Company’s held-to-maturity portfolio at December 31, 2012. This table shows the unrealized
market loss of securities that have been in a continuous unrealized loss position for 12 months or less and a continuous loss position for 12 months and longer.
Temporarily Impaired Investments
There are 3 and 1 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 96 holdings at
December 31, 2012.
Less Than 12 Months
12 Months or Longer
December 31, 2012
Total
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
Fair Value
Unrealized
Losses
(dollars in thousands)
U.S. Government Sponsored Enterprises
U.S. Government Agency and Sponsored
Enterprise Mortgage-Backed Securities
Total temporarily impaired securities
$ 9,994
$
8
$
—
$
—
$ 9,994
$
8,936
$ 18,930
$
50
58
5,371
$
5,371
$
24
24
14,307
$ 24,301
$
8
74
82
30
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
5. Loans
The majority of the Bank’s lending activities are conducted in Massachusetts. The Bank originates construction, commercial and residential real estate loans,
commercial and industrial loans, consumer, home equity and other loans for its portfolio.
December 31,
2013
2012
(dollars in thousands)
The following summary shows the composition of the loan portfolio at the dates indicated.
Construction and
land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
Overdrafts
$
33,058
92,402
713,327
286,041
8,824
130,277
834
$
38,618
88,475
576,465
281,857
6,823
118,923
627
Total
$ 1,264,763
$ 1,111,788
At December 31, 2013, and December 31, 2012, loans were carried net of discounts of $454,000 and $498,000, respectively. Net deferred fees included in loans
at December 31, 2013, and December 31, 2012, were $174,000 and $369,000, respectively.
The Company was servicing mortgage loans sold to others without recourse of approximately $109,301,000 and $26,786,000 at December 31, 2013,
and December 31, 2012, respectively. The Company had no residential real estate loans held for sale at December 31, 2013 and had $9,378,000 at
December 31, 2012.
As of December 31, 2013 and 2012, the Company’s recorded investment in impaired loans was $7,788,000 and $5,925,000, respectively. If an impaired loan is
placed on nonaccrual, the loan may be returned to an accrual status when principal and interest payments are not delinquent and the risk characteristics have improved
to the extent that there no longer exists a concern as to the collectibility of principal and interest. At December 31, 2013, there were $6,723,000 of impaired loans
with a specific reserve of $1,019,000. At December 31, 2012, there were $5,223,000 of impaired loans with a specific reserve of $1,732,000.
Loans are designated as troubled debt restructures when a concession is made on a credit as a result of financial difficulties of the borrower. Typically, such
concessions consist of a reduction in interest rate to a below-market rate, taking into account the credit quality of the note, or a deferment of payments, principal
or interest, which materially alters the Bank’s position or significantly extends the note’s maturity date, such that the present value of cash flows to be received is
materially less than those contractually established at the loan’s origination. Restructured loans are included in the impaired loan category.
December 31,
2013
2012
2011
(dollars in thousands)
The composition of nonaccrual loans and impaired loans is as follows:
Loans on nonaccrual
Loans 90 days past due and still accruing
Impaired loans on nonaccrual included above
Total recorded investment in impaired loans
Average recorded investment of impaired loans
Accruing troubled debt restructures
Interest income not recorded on nonaccrual loans
according to their original terms
Interest income on nonaccrual loans actually recorded
Interest income recognized on impaired loans
$ 2,549
—
1,819
7,788
6,776
5,969
711
—
161
$ 4,471
—
2,878
5,925
7,043
3,048
753
—
180
$ 5,827
18
3,468
8,102
10,284
4,634
846
—
155
Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the normal course of business. All loans
and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features.
Balance at
Balance at
December 31, 2012
December 31, 2013
The following table shows the aggregate amount of loans to directors and officers of the Company and their associates during 2013.
(dollars in thousands)
Repayments
and Deletions
Additions
$4,663
$ 310
$ 269
$ 4,704
31
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
6. Allowance for Loan Losses
The Company maintains an allowance for loan losses in an amount determined by management on the basis of the character of the loans, loan performance, financial
condition of borrowers, the value of collateral securing loans and other relevant factors. The following table summarizes the changes in the Company’s allowance for
loan losses for the years indicated.
2013
2012
2011
(dollars in thousands)
An analysis of the allowance for loan losses for each of the three years ending December 31, 2013, 2012 and 2011 is as follows:
Allowance for loan losses, beginning of year
Loans charged-off
Recoveries on loans previously charged-off
$ 16,574
(2,301)
774
$ 19,197
(1,813)
847
$ 14,053
(2,824)
795
Net charge-offs
Provision charged to expense
(966)
2,710
(1,527)
4,150
(2,029)
4,550
Allowance for loan losses, end of year
$ 20,941
$ 19,197
$ 16,574
ALLOWANCE FOR LOAN LOSSES AND AMOUNT OF INVESTMENTS IN LOANS
Construction Commercial
Further information pertaining to the allowance for loan losses at December 31, 2013 follows:
and Land
Development
and
Industrial
Commercial
Real Estate
Residential
Real Estate
Consumer
Home
Equity
Unallocated
Total
(dollars in thousands)
Allowance for Loan Losses:
Balance at December 31, 2012
Charge-offs
Recoveries
Provision
$ 3,041
(1,000)
—
133
$ 3,118
(234)
389
(284)
$ 9,065
—
19
2,134
$ 1,994
—
11
1
$ 333
(579)
427
251
Ending balance at December 31, 2013
$ 2,174
$ 2,989
$ 11,218
$ 2,006
$ 432
Amount of allowance for loan losses
for loans deemed to be impaired
Amount of allowance for loan losses
$
12
$
367
$
417
$
129
$ —
for loans not deemed to be impaired
$ 2,162
$ 2,622
$ 10,801
$ 1,877
$ 432
$
$
$
$
886
—
1
72
959
$ 760
—
—
403
$
19,197
(1,813)
847
2,710
$ 1,163 $
20,941
94
$
—
$
1,019
865
$ 1,163 $
19,922
Loans:
Ending balance
Loans deemed to be impaired
Loans not deemed to be impaired
$ 33,058
$
608
$ 32,450
$ 92,402
$ 1,367
$ 91,035
$ 713,327
$ 4,520
$ 708,807
$ 286,041
$ 1,199
$ 284,842
$ 9,658
$
—
$ 9,658
$ 130,277
$
94
$ 130,183
$
$
$
—
—
—
$ 1,264,763
$
7,788
$ 1,256,975
Construction Commercial
Further information pertaining to the allowance for loan losses at December 31, 2012 follows:
and Land
Development
and
Industrial
Commercial
Real Estate
Residential
Real Estate
Consumer
Home
Equity
Unallocated
Total
(dollars in thousands)
Allowance for Loan Losses:
Balance at December 31, 2011
Charge-offs
Recoveries
Provision
$ 2,893
—
—
148
$ 3,139
(1,253)
307
925
$
6,566
—
9
2,490
$ 1,886
(192)
17
283
$ 356
(697)
422
252
Ending balance at December 31, 2012
$ 3,041
$ 3,118
$
9,065
$ 1,994
$ 333
Amount of allowance for loan losses
for loans deemed to be impaired
Amount of allowance for loan losses
$ 1,000
$
104
$
415
$
117
$
—
for loans not deemed to be impaired
$ 2,041
$ 3,014
$
8,650
$ 1,877
$ 333
$
$
$
$
704
(159)
19
322
$ 1,030 $
—
—
(270)
16,574
(2,301)
774
4,150
886
$ 760
$
19,197
96
$
—
$
1,732
790
$ 760
$
17,465
Loans:
Ending balance
Loans deemed to be impaired
Loans not deemed to be impaired
$ 38,618
$ 1,500
$ 37,118
$ 88,475
$ 1,282
$ 87,193
$ 576,465
2,281
$
$ 574,184
$ 281,857
766
$
$ 281,091
$ 7,450
—
$
$ 7,450
$ 118,923
96
$
$ 118,827
$
$
$
—
—
—
$ 1,111,788
5,925
$
$ 1,105,863
32
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
CREDIT QUALITY INFORMATION
The Company utilizes a six-grade internal loan rating system for commercial real estate, construction and commercial loans as follows:
Loans rated 1-3 (Pass) — Loans in this category are considered “pass” rated loans with low to average risk.
Loans rated 4 (Monitor) — These loans represent classified loans that management is closely monitoring for credit quality. These loans have had or may have minor
credit quality deterioration as of December 31, 2013.
Loans rated 5 (Substandard) — Substandard loans represent classified loans that management is closely monitoring for credit quality. These loans have had more
significant credit quality deterioration as of December 31, 2013.
Loans rated 6 (Doubtful) — Doubtful loans represent classified loans that management is closely monitoring for credit quality. These loans had more significant credit
quality deterioration as of December 31, 2013, and are doubtful for full collection.
Impaired — Impaired loans represent classified loans that management is closely monitoring for credit quality. A loan is classified as impaired when it is probable that
the Company will be unable to collect all amounts due.
Construction Commercial
Commercial
The following table presents the Company’s loans by risk rating at December 31, 2013.
Real Estate
and Land
Development
and
Industrial
(dollars in thousands)
Grade:
1-3 (Pass)
4 (Monitor)
5 (Substandard)
6 (Doubtful)
Impaired
Total
$ 25,138
7,312
—
—
608
$ 90,563
472
—
—
1,367
$ 707,461
1,346
—
—
4,520
$ 33,058
$ 92,402
$ 713,327
Construction Commercial
Commercial
The following table presents the Company’s loans by risk rating at December 31, 2012.
Real Estate
and Land
Development
and
Industrial
(dollars in thousands)
Grade:
1-3 (Pass)
4 (Monitor)
5 (Substandard)
6 (Doubtful)
Impaired
Total
$ 29,719
7,399
—
—
1,500
$ 86,587
606
—
—
1,282
$ 569,760
4,424
—
—
2,281
$ 38,618
$ 88,475
$ 576,465
The Company utilized payment performance as credit quality indicators for residential real state, consumer and overdrafts, and the home equity portfolio. The
indicators are depicted in the table “aging of past-due loans,” below.
AGING OF PAST-DUE LOANS
Further information pertaining to the allowance for loan losses at December 31, 2013 follows:
Accruing
30-89 Days
Accruing
Greater
Than
90 Days
Total
Past Due
Current
Loans
Total
(dollars in thousands)
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer and overdrafts
Home equity
Past Due Non Accrual
$
—
112
1,496
2,232
11
1,710
$ 500
706
306
1,034
3
—
Total
$ 5,561
$ 2,549
33
$ —
—
—
—
—
—
$ —
$
500
818
1,802
3,266
14
1,710
$
32,558 $
91,584
711,525
282,775
9,644
128,567
33,058
92,402
713,327
286,041
9,658
130,277
$ 8,110
$ 1,256,653 $ 1,264,763
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
Further information pertaining to the allowance for loan losses at December 31, 2012 follows:
Accruing
30-89 Days
Past Due
Non Accrual
Accruing
Greater
Than
90 Days
Total
Past Due
Current
Loans
Total
(dollars in thousands)
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer and overdrafts
Home equity
$
—
1,256
3,450
864
32
1,088
$ 1,500
676
674
1,597
24
—
Total
$ 6,690
$ 4,471
$ —
—
—
—
—
—
$ —
$ 1,500
1,932
4,124
2,461
56
1,088
$
37,118 $
86,543
572,341
279,396
7,394
117,835
38,618
88,475
576,465
281,857
7,450
118,923
$ 11,161
$ 1,100,627 $ 1,111,788
IMPAIRED LOANS
A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual
terms of the loan agreement. When a loan is impaired, the Company measures impairment based on the present value of expected future cash flows discounted at the
loan’s effective interest rate, except that as a practical expedient, the Company measures impairment based on a loan’s observable market price or the fair value of the
collateral if the loan is collateral dependent. Loans are charged-off when management believes that the collectibility of the loan’s principal is not probable. The specific
factors that management considers in making the determination that the collectibility of the loan’s principal is not probable include; the delinquency status of the loan,
the fair value of the collateral, if secured, and the financial strength of the borrower and/or guarantors. For collateral dependent loans, the amount of the recorded
investment in a loan that exceeds the fair value of the collateral is charged-off against the allowance for loan losses in lieu of an allocation of a specific allowance
amount when such an amount has been identified definitively as uncollectible. The Company’s policy for recognizing interest income on impaired loans is contained
within Note 1 of the “Notes to Consolidated Financial Statements.”
The following is information pertaining to impaired loans at December 31, 2013:
Carrying
Value
Unpaid
Balance
Principal
Required
Reserve
Average
Carrying Value
Interest
Income
Recognized
(dollars in thousands)
With no required reserve recorded:
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
$ 500
238
82
246
—
—
$ 3,292
268
82
259
—
—
Total
$ 1,066
$ 3,901
With required reserve recorded:
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
$ 108
1,129
4,438
953
—
94
108
$
1,371
4,527
1,035
—
94
$
$
$
—
—
—
—
—
—
—
12
367
417
129
—
94
$
—
361
132
169
—
—
$
662
$ 1,371
902
2,868
878
—
95
Total
$ 6,722
$ 7,135
$ 1,019
$ 6,114
Total
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
$ 608
1,367
4,520
1,199
—
94
$ 3,400
1,639
4,609
1,294
—
94
$
12
367
417
129
—
94
$ 1,371
1,263
3,000
1,047
—
95
Total
$ 7,788
$ 11,036
$ 1,019
$ 6,776
$ —
1
—
—
—
—
$ 1
$ 1
37
120
2
—
—
$ 160
$
1
38
120
2
—
—
$ 161
34
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The following is information pertaining to impaired loans at December 31, 2012:
Carrying
Value
Unpaid
Balance
Principal
Required
Reserve
Average
Carrying Value
Interest
Income
Recognized
(dollars in thousands)
With no required reserve recorded:
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
$
$
—
503
169
30
—
—
$
—
994
199
31
—
—
Total
$ 702
$ 1,224
$
—
—
—
—
—
—
—
With required reserve recorded:
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
$ 1,500
779
2,112
736
—
96
$ 3,292
995
2,158
736
—
96
$ 1,000
104
415
117
—
96
$
346
425
176
124
—
—
$ 1,071
$ 1,154
1,317
2,817
640
—
44
Total
$ 5,223
$ 7,277
$ 1,732
$ 5,972
Total
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Consumer
Home equity
$ 1,500
1,282
2,281
766
—
96
$ 3,292
1,989
2,357
767
—
96
$ 1,000
104
415
117
—
96
$ 1,500
1,742
2,993
764
—
44
Total
$ 5,925
$ 8,501
$ 1,732
$ 7,043
$ —
1
—
—
—
—
$ 1
$ —
40
138
1
—
—
$ 179
$ —
41
138
1
—
—
$ 180
Troubled Debt Restructurings are identified as a modification in which a concession was granted to a customer who was having financial difficulties. This concession
may be below market rate, longer amortization/term, or a lower payment amount. The present value calculation of the modification did not result in an increase in the
allowance for these loans beyond any previously established allocations.
Pre-modification
Outstanding
Recorded Investment
The following is information pertaining to troubled debt restructurings occurring during the year ended December 31, 2013:
Post-modification
Outstanding
Recorded Investment
Number of
Contracts
(dollars in thousands)
Construction and land development
Commercial and industrial
Commercial real estate
Residential real estate
Total
1
2
3
1
7
$ 108
67
2,376
285
$ 2,836
$ 108
64
2,356
162
$ 2,690
There was one commercial and industrial troubled debt restructuring, that subsequently defaulted amounting to $6,000 during 2013. The loans were modified for
2013, by reducing interest rates as well as extending term on the commercial and industrial loan. The financial impact of the modifications for performing commercial
and industrial loans were $808 reduction in principal and $606 reduction in interest payments for the year ended December 31, 2013. The financial impact of
the modifications for performing commercial real estate loans were $5,246 increase in principal and $23,227 reduction in interest payments for the year ended
December 31, 2013. The financial impact of the modifications for performing construction and land development loans were $1,515 reduction in principal and
$1,098 reduction in interest payments for the year ended December 31, 2013. The financial impact of the modifications for performing residential real estate loans
were $4,704 reduction in principal and $4,104 reduction in interest payments for the year ended December 31, 2013.
35
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The following is information pertaining to troubled debt restructurings occurring during the year ended December 31, 2012:
Number of
Contracts
Pre-modification
Outstanding
Recorded Investment
Post-modification
Outstanding
Recorded Investment
(dollars in thousands)
Construction and land development
Commercial and industrial
Commercial real estate
Total
1
1
1
3
$ 750
6
98
$ 854
$ 736
6
96
$ 838
There were no troubled debt restructurings, that subsequently defaulted, during 2012. The loans were modified during 2012, for the commercial and industrial,
and residential real estate loans, by reducing interest rates as well as extending the terms of the loans. The financial impact of the modification for the performing
commercial and industrial loan was a $6,000 reduction in principal payments for the year ended December 31, 2012. The financial impact of the modification for
performing residential real estate loan was an $8,000 reduction in interest payments for the year ended December 31, 2012.
December 31,
Estimated Useful Life
2013
2012
7. Bank Premises and Equipment
(dollars in thousands)
Land
Bank premises
Furniture and equipment
Leasehold improvements
Accumulated depreciation and amortization
Total
$ 3,478
19,235
31,965
10,010
64,688
(41,288)
$ 23,400
$ 3,478
18,353
31,319
9,930
63,080
(39,181)
$ 23,899
—
30-39 years
3-10 years
30-39 years or lease term
The Company and its subsidiaries are obligated under a number of non-cancelable operating leases for premises and equipment expiring in various years through
2026. Total lease expense approximated $2,094,000, $2,055,000 and $2,007,000 for the years ended December 31, 2013, 2012 and 2011, respectively.
Rental income approximated $299,000, $329,000 and $455,000 in 2013, 2012 and 2011, respectively.
(dollars in thousands)
Future minimum rental commitments for non-cancelable operating leases with initial or remaining terms of one year or more at December 31, 2013, were as follows:
Amount
Year
2014
2015
2016
2017
2018
Thereafter
$ 2,070
1,824
1,675
1,235
1,035
2,816
$ 10,655
8. Goodwill and Identifiable Intangible Assets
At December 31, 2013 and 2012, the Company concluded that it is not more likely than not that fair value of the reporting unit is less than its carrying value, and
goodwill is not considered to be impaired.
During the full year of 2011, the Company’s Class A common stock traded close to or above book value per share. Accordingly, at December 31, 2011, management
measured for impairment utilizing the fair value of the reporting unit based on the recent stock price of the Company.
Carrying Amount of Goodwill and Intangibles
The changes in goodwill and identifiable intangible assets for the years ended December 31, 2013 and 2012 are shown in the table below.
(dollars in thousands)
Mortgage
Servicing Rights
Core Deposit
Intangibles
Goodwill
Total
Balance at December 31, 2011
Additions
Amortization Expense
Balance at December 31, 2012
Additions
Amortization Expense
Balance at December 31, 2013
$ 2,714
—
—
$ 2,714
—
—
$ 2,714
$
$
120
—
(120)
—
—
—
$
—
$
123
48
(34)
137
653
(87)
703
$ 2,957
48
(154)
$ 2,851
653
(87)
$ 3,417
36
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
9. Fair Value Measurements
The Company follows FASB ASC 820-10, Fair Value Measurements and Disclosures (formerly SFAS 157, “Fair Value Measurements”), which among other things,
requires enhanced disclosures about assets and liabilities carried at fair value. ASC 820-10 establishes a hierarchal disclosure framework associated with the level of
pricing observability utilized in measuring financial instruments at fair value. The three broad levels of the hierarchy are as follows:
Level I — Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The type of financial instruments included in Level I are
highly liquid cash instruments with quoted prices such as G-7 government, agency securities, listed equities and money market securities, as well as listed derivative
instruments.
Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these
financial instruments include cash instruments for which quoted prices are available but traded less frequently, derivative instruments whose fair value have been
derived using a model where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data,
and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. Instruments which are generally included in this
category are corporate bonds and loans, mortgage whole loans, municipal bonds and OTC derivatives.
Level III — These instruments have little to no pricing observability as of the reported date. These financial instruments do not have two-way markets and are
measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.
Instruments that are included in this category generally include certain commercial mortgage loans, certain private equity investments, distressed debt, non-investment
grade residual interests in securitizations, as well as certain highly structured OTC derivative contracts.
Fair Value Measurements Using
The results of the fair value hierarchy as of December 31, 2013, are as follows:
Carrying
Value
Quoted Prices
in Active Markets
for Identical Assets Observable Inputs
Significant
(Level 1)
(Level 2)
Significant
Other Unobservable
Inputs
(Level 3)
(dollars in thousands)
Financial Instruments Measured at Fair Value
on a Recurring Basis — Securities AFS
U.S. Treasury
U.S. Government Sponsored Enterprises
SBA Backed Securities
U.S. Government Agency and Sponsored Enterprises
Mortgage-Backed Securities
Privately Issued Residential Mortgage-Backed Securities
Obligations Issued by States and Political Subdivisions
Other Debt Securities
Equity Securities
Total
Financial Instruments Measured at Fair Value
on a Non-recurring Basis
Impaired Loans
$
1,998
10,004
7,302
403,189
2,277
36,723
2,176
576
$ 464,245
$
—
—
—
—
—
—
—
286
$ 286
$
1,998
10,004
7,302
403,189
2,277
416
2,176
—
$ 427,362
$
—
—
—
—
—
36,307
—
290
$ 36,597
$
1,747
$
—
$
—
$ 1,747
Impaired loan balances in the table above represent those collateral dependent loans where management has estimated the credit loss by comparing the loan’s carrying
value against the expected realizable fair value of the collateral. Fair value is generally determined through a review process that includes independent appraisals,
discounted cash flows, or other external assessments of the underlying collateral, which generally include various Level 3 inputs which are not identifiable. The
Company discounts the fair values, as appropriate, based on management’s observations of the local real estate market for loans in this category.
Appraisals, discounted cash flows and real estate tax assessments are reviewed quarterly. There is no specific policy regarding how frequently appraisals will be
updated. Adjustments are made to appraisals and real estate tax assessments based on management’s estimate of changes in real estate values. Within the past twelve
months there have been no updated appraisals, however, all impaired loans have been reviewed during the past quarter using either a discounted cash flow analysis or
other type of real estate tax assessment. The types of adjustments that are made to specific provisions (credits) relate to impaired loans recognized for 2013 for the
estimated credit loss amounted to $48,000.
There were no transfers between level 1 and 2 for the year ended December 31, 2013. There were no liabilities measured at fair value on a recurring or nonrecurring
basis during the year ended December 31, 2013.
37
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The following table presents additional information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized
Unobservable Input
Level 3 inputs to determine fair value (dollars in thousands) at December 31, 2013. Management continues to monitor the assumptions used to value the assets
Value or Range
Asset
listed below.
Securities AFS(1)
Impaired Loans
Discount rate
Appraisal adjustments(4)
Discounted cash flow
Appraisal of collateral(3)
0%-1%(2)
0%-25% discount
$36,597
1,747
Valuation Technique
Unobservable Input
Fair Value
(1)
(2)
(3)
(4)
Municipal securities generally have maturities of one year or less and, therefore, the amortized cost equates to the fair value.
Weighted averages.
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses.
Obligations
Issued by States
The changes in Level 3 securities for the year ended December 31, 2013 are as shown in the table below:
and Political
Subdivisions
Auction Rate
Securities
(dollars in thousands)
Balance at December 31, 2012
Purchases
Maturities
Amortization
Change in fair value
Balance at December 31, 2013
$ 3,963
—
—
—
(143)
$ 3,820
$ 49,477
50,012
(66,976)
(26)
—
$ 32,487
Equity
Securities
$ 342
—
(52)
—
—
$ 290
Total
$ 53,782
50,012
(67,028)
(26)
(143)
$ 36,597
The amortized cost of Level 3 securities was $37,463,000 with an unrealized loss of $866,000 at December 31, 2013. The securities in this category are generally
equity investments, municipal securities with no readily determinable fair value or failed auction rate securities. Management evaluated the fair value of these securities
based on an evaluation of the underlying issuer, prevailing rates and market liquidity.
Fair Value Measurements Using
The results of the fair value hierarchy as of December 31, 2012, are as follows:
Carrying
Value
Quoted Prices
in Active Markets
for Identical Assets
(Level 1)
Significant
Observable Inputs
(Level 2)
Significant
Other Unobservable
Inputs
(Level 3)
(dollars in thousands)
Financial Instruments Measured at Fair Value
on a Recurring Basis — Securities AFS
U.S. Treasury
U.S. Government Sponsored Enterprises
SBA Backed Securities
U.S. Government Agency and Sponsored Enterprises
Mortgage-Backed Securities
Privately Issued Residential Mortgage-Backed Securities
Privately Issued Commercial Mortgage-Backed Securities
Obligations Issued by States and Political Subdivisions
Other Debt Securities
Equity Securities
Total
Financial Instruments Measured at Fair Value
on a Non-recurring Basis
Impaired Loans
$
2,004
130,340
8,156
1,233,357
2,947
—
55,174
2,253
570
$ 1,434,801
$
—
—
—
—
—
—
—
—
228
$ 228
$
2,004
130,340
8,156
1,233,357
2,947
—
1,734
2,253
—
$ 1,380,791
$
—
—
—
—
—
—
53,440
—
342
$ 53,782
$
3,587
$
—
$
—
$ 3,587
38
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
Appraisals, discounted cash flows and real estate tax assessments are reviewed quarterly. There is no specific policy regarding how frequently appraisals will be
updated. Adjustments are made to appraisals and real estate tax assessments based on management’s estimate of changes in real estate values. Within the past twelve
months there have been no updated appraisals, however, all impaired loans have been reviewed during the past quarter using either a discounted cash flow analysis or
other type of real estate tax assessment. Specific provisions relate to impaired loans recognized for 2012 for the estimated credit loss amounted to $1,909,000.
There were no transfers between level 1 and 2 for the year ended December 31, 2012. There were no liabilities measured at fair value on a recurring or nonrecurring
basis during the year ended December 31, 2012.
The following table presents additional information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized
Unobservable Input
Level 3 inputs to determine fair value (dollars in thousands) at December 31, 2012. Management continues to monitor the assumptions used to value the assets
Unobservable Input
listed below.
Value or Range
Asset
Valuation Technique
Unobservable Input
Fair Value
Securities AFS(1)
Impaired Loans
(1)
$ 53,782
3,587
Discounted cash flow
Appraisal of collateral(3)
Discount rate
Appraisal adjustments(4)
0%-1%(2)
0%-25% discount
(2)
(3)
(4)
Municipal securities generally have maturities of one year or less and, therefore, the amortized cost equates to the fair value.
Weighted averages.
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses.
Obligations
Issued by States
The changes in Level 3 securities for the year ended December 31, 2012 are as shown in the table below:
and Political
Subdivisions
Auction Rate
Securities
(dollars in thousands)
Balance at December 31, 2011
Purchases
Maturities
Amortization
Change in fair value
Balance at December 31, 2012
$ 3,725
—
—
—
238
$ 3,963
$ 14,772
90,960
(56,214)
(41)
—
$ 49,477
Equity
Securities
$ 417
—
(75)
—
—
$ 342
Total
$ 18,914
90,960
(56,289)
(41)
238
$ 53,782
The amortized cost of Level 3 securities was $54,504,000 with an unrealized loss of $722,000 at December 31, 2012. The securities in this category are generally
equity investments, municipal securities with no readily determinable fair value or failed auction rate securities. Management evaluated the fair value of these securities
based on an evaluation of the underlying issuer, prevailing rates and market liquidity.
10. Deposits
2013
Percent
2012
Percent
(dollars in thousands)
The following is a summary of remaining maturities or re-pricing of time deposits as of December 31,
Within one year
Over one year to two years
Over two years to three years
Over three years to five years
$ 248,758
41,533
48,357
43,576
$ 299,456
67,918
19,834
32,775
65 %
11 %
13 %
11 %
71 %
16 %
5 %
8 %
Total
$ 382,224
100 %
$ 419,983
100 %
Time deposits of $100,000 or more totaled $259,665,000 and $287,048,000 in 2013 and 2012, respectively.
39
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
11. Securities Sold Under Agreements to Repurchase
2013
2012
2011
(dollars in thousands)
The following is a summary of securities sold under agreements to repurchase as of December 31,
Amount outstanding at December 31
$ 191,390
Weighted average rate at December 31
Maximum amount outstanding at any month end
Daily average balance outstanding during the year
Weighted average rate during the year
$ 213,730
$ 174,624
$ 214,440
$ 203,888
$ 214,440
0.18 %
0.18 %
0.17 %
0.21 %
$ 143,320
0.24 %
$ 152,267
$ 129,137
0.29 %
Amounts outstanding at December 31, 2013, 2012 and 2011 carried maturity dates of the next business day. U.S. Government Sponsored Enterprise securities
with a total amortized cost of $216,747,000, $187,995,000 and $140,891,000 were pledged as collateral and held by custodians to secure the agreements
at December 31, 2013, 2012 and 2011, respectively. The approximate fair value of the collateral at those dates was $213,350,000, $191,704,000, and
$143,212,000, respectively.
12. Other Borrowed Funds and Subordinated Debentures
2013
2012
2011
(dollars in thousands)
The following is a summary of other borrowed funds and subordinated debentures as of December 31,
Amount outstanding at December 31
Weighted average rate at December 31
Maximum amount outstanding at any month end
Daily average balance outstanding during the year
Weighted average rate during the year
$ 277,226
$ 217,542
$ 291,227
$ 231,032
$ 291,227
$ 231,227
3.04 %
3.73 %
3.54 %
3.82 %
$ 280,226
2.85 %
$ 280,226
$ 202,209
3.85 %
FEDERAL HOME LOAN BANK BORROWINGS
Federal Home Loan Bank of Boston (“FHLBB”) borrowings are collateralized by a blanket pledge agreement on the Bank’s FHLBB stock, certain qualified investment
securities, deposits at the FHLBB and residential mortgages held in the Bank’s portfolios. The Bank’s remaining term borrowing capacity at the FHLBB at December 31,
December 31,
2013, was approximately $423,143,000. In addition, the Bank has a $14,500,000 line of credit with the FHLBB. A schedule of the maturity distribution of FHLBB
Weighted
advances with the weighted average interest rates is as follows:
Average
Rate
Weighted
Average
Rate
Weighted
Average
Rate
Amount
Amount
Amount
2013
2012
2011
(dollars in thousands)
Within one year
Over one year to two years
Over two years to three years
Over three years to five years
Over five years
Total
$ 53,000
19,500
55,000
77,000
50,500
$ 255,000
0.40 %
2.42 %
3.07 %
3.05 %
3.39 %
2.52 %
$ 46,000
17,500
19,500
90,000
22,000
$ 195,000
1.86 %
3.01 %
2.42 %
3.33 %
4.19 %
2.96 %
$ 81,500
23,500
17,500
74,500
47,000
$ 244,000
0.42 %
3.34 %
3.01 %
2.90 %
4.38 %
2.41 %
Included in the table above are $35,000,000 of FHLBB advances for each of the years at December 31, 2013, 2012 and 2011, respectively, that are putable at the
discretion of FHLBB. These put dates were not utilized in the table above.
During 2013, the Company restructured $14,500,000 of FHLBB advances. Prior to restructure, the weighted average rate on these advances was 3.16% and the
weighted average remaining maturity was 12 months. Subsequent to restructure, the weighted average rate was 3.24% and the weighted average maturity was 68
months. The restructures were accounted for as modifications.
During 2011, the Company restructured $18,000,000 of FHLBB advances. Prior to restructure, the weighted average rate on these advances was 4.45% and the
weighted average remaining maturity was 25 months. Subsequent to restructure, the weighted average rate was 3.50% and the weighted average maturity was
60 months. The restructures were accounted for as modifications.
40
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
SUBORDINATED DEBENTURES
Subordinated debentures totaled $36,083,000 at December 31, 2013 and 2012. In May 1998, the Company consummated the sale of a trust preferred securities
offering, in which it issued $29,639,000 of subordinated debt securities due 2029 to its newly formed unconsolidated subsidiary Century Bancorp Capital Trust.
Century Bancorp Capital Trust then issued 2,875,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $10 per share. These securities pay
dividends at an annualized rate of 8.30%. The Company redeemed through its subsidiary, Century Bancorp Capital Trust, its 8.30% Trust Preferred Securities on
January 10, 2005.
In December 2004, the Company consummated the sale of a trust preferred securities offering, in which it issued $36,083,000 of subordinated debt securities due
2034 to its newly formed unconsolidated subsidiary Century Bancorp Capital Trust II.
Century Bancorp Capital Trust II then issued 35,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $1,000 per share. These securities pay
dividends at an annualized rate of 6.65% for the first ten years and then convert to the three-month LIBOR rate plus 1.87% for the remaining 20 years.
OTHER BORROWED FUNDS
There were no overnight federal funds purchased at December 31, 2013 and 2012.
The Bank also has an outstanding loan in the amount of $144,000 at December 31, 2013 and 2012, borrowed against the cash value of a whole life insurance policy
for a key executive of the Bank.
(a)
13. Reclassifications Out of Accumulated Other Comprehensive Income
Amount Reclassified from Accumulated
Other Comprehensive Income
Details about Accumulated Other
Comprehensive Income Components
Year ended
December 31, 2013
Year ended
December 31, 2012
Affected line item in the Statement
Where Net Income is Presented
Unrealized gains and losses on available-for-sale securities
Accretion of unrealized losses transferred
Amortization of defined benefit pension items
Prior-service costs
Actuarial gains (losses)
Total before tax
Tax (expense) or benefit
Net of tax
Total reclassifications for the period
(a)
$ 3,019
(1,179)
$ 1,840
$ 3,077
(1,191)
$ 1,886
$
(10)
(1,144)
(1,154)
460
$
(694)
$ 3,032
(a)
$ 1,843
(728)
(a)
$ 1,115
$
$
$
—
—
—
(10)
(1,071)
(1,081)
432
$
$
(649)
466
Net gains on sales of investments
Provision for income taxes
Net income
Securities held-to-maturity
Provision for income taxes
Net Income
Salaries and employee benefits
Salaries and employee benefits
(b)
Income before taxes
(b)
Provision for income taxes
Net income
Net income
(b)
Amounts in parentheses indicate debits to profit/loss.
These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see employee benefits footnote (Note 17) for additional details).
41
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
14. Earnings per share (“EPS”)
Class A and Class B shares participate equally in undistributed earnings. Under the Company’s Articles of Organization, the holders of Class A Common Stock are
entitled to receive dividends per share equal to at least 200% of dividends paid, if any, from time to time, on each share of Class B Common Stock.
Diluted EPS includes the dilutive effect of common stock equivalents; basic EPS excludes all common stock equivalents. The only common stock equivalents for
the Company are the stock options discussed below. The dilutive effect of these stock options for 2013, 2012 and 2011 was an increase of 1,155, 1,024 and
1,149 shares, respectively.
Year Ended December 31,
2013
2012
2011
(in thousands except share and per share data)
The following table is a reconciliation of basic EPS and diluted EPS:
BASIC EPS COMPUTATION
Numerator:
Net income, Class A
Net income, Class B
Denominator:
Weighted average shares outstanding, Class A
Weighted average shares outstanding, Class B
Basic EPS, Class A
Basic EPS, Class B
DILUTED EPS COMPUTATION
Numerator:
Net income, Class A
Net income, Class B
Total net income, for diluted EPS, Class A computation
Denominator:
Weighted average shares outstanding, basic, Class A
Weighted average shares outstanding, Class B
Dilutive effect of Class A stock options
Weighted average shares outstanding diluted, Class A
Weighted average shares outstanding, Class B
Diluted EPS, Class A
Diluted EPS, Class B
$
15,698
4,348
3,575,683
1,980,855
$
4.39
2.19
$
14,877
4,162
3,557,693
1,990,474
$
4.18
2.09
$
13,023
3,670
3,543,233
1,997,411
$
3.68
1.84
$
15,698
$
14,877
$
13,023
4,348
20,046
3,575,683
1,980,855
1,155
5,557,693
1,980,855
$
3.61
2.19
4,162
19,039
3,557,693
1,990,474
1,024
5,549,191
1,990,474
$
3.43
2.09
3,670
16,693
3,543,233
1,997,411
1,150
5,541,794
1,997,411
$
3.01
1.84
42
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
15. Stockholders’ Equity
DIVIDENDS
Holders of the Class A common stock may not vote in the election of directors but may vote as a class to approve certain extraordinary corporate transactions.
Holders of Class B common stock may vote in the election of directors. Class A common stockholders are entitled to receive dividends per share equal to at least
200% per share of that paid, if any, on each share of Class B common stock. Class A common stock is publicly traded. Class B common stock is not publicly traded;
however, it can be converted on a per share basis to Class A common stock at any time at the option of the holder. Dividend payments by the Company are dependent
in part on the dividends it receives from the Bank, which are subject to certain regulatory restrictions.
STOCK REPURCHASE PLAN
During 2013, the Board of Directors of the Company approved a reauthorization of the stock repurchase program. Under the program, the Company is reauthorized
to repurchase up to 300,000, or less than 9%, of Century Bancorp Class A Common Stock outstanding. This vote supersedes the previous program voted by the
Board of Directors during 2012, which also authorized the Company to repurchase up to 300,000, or less than 9%, of Century Bancorp Class A Common Stock.
The stock buyback is authorized to take place from time-to-time, subject to prevailing market conditions. The purchases are made on the open market and are funded
from available cash.
STOCK OPTION PLAN
During 2000 and 2004, common stockholders of the Company approved stock option plans (the “Option Plans”) that provide for granting of options for not more
than 150,000 shares of Class A common stock per plan. Under the Option Plans, all officers and key employees of the Company are eligible to receive nonqualified
and incentive stock options to purchase shares of Class A common stock. The Option Plans are administered by the Compensation Committee of the Board of
Directors, whose members are ineligible to participate in the Option Plans. Based on management’s recommendations, the Committee submits its recommendations to
the Board of Directors as to persons to whom options are to be granted, the number of shares granted to each, the option price (which may not be less than 85% of
the fair market value for nonqualified stock options, or the fair market value for incentive stock options, of the shares on the date of grant) and the time period over
which the options are exercisable (not more than ten years from the date of grant). There were 20,375 options exercisable at December 31, 2013.
December 31, 2013
December 31, 2012
December 31, 2011
Stock option activity under the plan is as follows:
Shares under option:
Outstanding at beginning of year
Forfeited
Exercised
Outstanding at end of year
Exercisable at end of year
Weighted
Average
Exercise Price
Amount
23,350
(1,350)
(1,625)
$ 31.17
26.68
26.76
20,375
$ 31.82
20,375
$ 31.82
Available to be granted at end of year
224,884
Weighted
Average
Exercise Price
$ 28.90
22.50
24.82
$ 31.17
$ 31.17
Weighted
Average
Exercise Price
$ 28.36
15.06
21.44
$ 28.90
$ 28.90
Amount
38,712
(200)
(2,450)
36,062
36,062
223,084
Amount
36,062
(450)
(12,262)
23,350
23,350
223,534
At December 31, 2013, 2012 and 2011, the options outstanding have exercise prices between $15.06 and $31.83, and a weighted average remaining contractual
life of one year for 2013 and two years for 2012 and 2011. The weighted average intrinsic value of options exercised for the period ended December 31, 2013, was
$6.49 per share with an aggregate value of $10,548. The average intrinsic value of options exercisable at December 31, 2013, 2012 and 2011 had an aggregate
value of $29,136, $41,549 and $49,145, respectively.
43
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
CAPITAL RATIOS
The Bank and the Company are subject to various regulatory requirements administered by federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank and
Company’s financial statements. Under capital adequacy guidelines and regulatory framework for prompt corrective action, the Bank and Company must meet
specific capital guidelines that involve quantitative measures of the Bank and Company’s assets and liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank and Company’s capital amounts and classification are also subject to qualitative judgments by the regulators about
components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Company to maintain minimum amounts and ratios (set forth
in the table below) of total and Tier 1 capital (as defined in the regulation) to risk-weighted assets (as defined) and Tier 1 capital (as defined) to average assets (as
defined). Management believes, as of December 31, 2013, that the Bank and the Company meet all capital adequacy requirements to which they are subject.
As of December 31, 2013, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier risk-based, and Tier 1 leverage ratios as set forth in the table
To Be Well Capitalized
below. There are no conditions or events since that notification that management believes would cause a change in the Bank’s categorization.
Under Prompt Corrective
Action Provisions
For Capital Adequacy
Purposes
The Bank’s actual capital amounts and ratios are presented in the following table:
Ratio
Amount
Ratio
Amount
Ratio
Actual
Amount
As of December 31, 2013
Total Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to 4th Qtr. Average Assets)
As of December 31, 2012
Total Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to 4th Qtr. Average Assets)
$ 230,038
209,360
209,360
13.91 %
12.66 %
6.00 %
$ 206,464
188,226
188,226
14.15 %
12.90 %
6.11 %
The Company’s actual capital amounts and ratios are presented in the following table:
Ratio
Actual
Amount
As of December 31, 2013
Total Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to 4th Qtr. Average Assets)
As of December 31, 2012
Total Capital (to Risk-Weighted Assets)
Tier 1 Capital (to Risk-Weighted Assets)
Tier 1 Capital (to 4th Qtr. Average Assets)
$ 247,761
227,000
227,000
14.92 %
13.67 %
6.50 %
$ 227,945
209,668
209,668
15.59 %
14.34 %
6.80 %
$ 132,338
66,169
139,467
$ 116,726
58,363
123,202
8.00 %
4.00 %
4.00 %
8.00 %
4.00 %
4.00 %
For Capital Adequacy
Purposes
Amount
Ratio
$ 132,870
66,435
139,769
$ 116,976
58,488
123,377
8.00 %
4.00 %
4.00 %
8.00 %
4.00 %
4.00 %
$ 165,422
10.00 %
99,253
174,334
6.00 %
5.00 %
$ 145,907
10.00 %
87,544
154,002
6.00 %
5.00 %
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount
Ratio
$ 166,088
10.00 %
99,653
174,711
6.00 %
5.00 %
$ 146,220
10.00 %
87,732
154,221
6.00 %
5.00 %
44
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
16. Income Taxes
2013
The current and deferred components of income tax expense for the years
(dollars in thousands)
ended December 31 are as follows:
Current expense:
Federal
2012
2011
$ 3,520
416
$ 3,181
315
$ 2,198
309
State
Total current expense
3,936
3,496
2,507
Deferred (benefit) expense:
Federal
State
Total deferred benefit
(2,564)
(365)
(2,929)
(1,833)
(271)
(2,104)
(961)
8
(953)
Provision for income taxes
$ 1,007
$ 1,392
$ 1,554
There were no penalties during 2011, 2012, or 2013. There was approximately
$2,000 paid to the Internal Revenue Service for interest during 2012.
Income tax accounts included in other assets/liabilities at December 31 are
(dollars in thousands)
as follows:
Currently receivable
Deferred income tax asset, net
$
702
30,857
$
630
14,551
2013
2012
Total
$ 31,559
$ 15,181
2013
2012
2011
Differences between income tax expense at the statutory federal income tax rate
(dollars in thousands)
and total income tax expense are summarized as follows:
Federal income tax expense
at statutory rates
State income tax, net of
$ 6,946
$ 7,158
$ 6,204
federal income tax benefit
Insurance income
Effect of tax-exempt interest
Net tax credit
Other
34
(380)
(5,348)
(572)
115
29
(396)
(4,628)
(633)
74
209
(396)
(3,801)
(683)
21
Total
$ 1,007
$ 1,392
$ 1,554
Effective tax rate
4.8 %
6.8 %
8.5 %
45
2012
The following table sets forth the Company’s gross deferred income tax assets
(dollars in thousands)
and gross deferred income tax liabilities at December 31:
Deferred income tax assets:
Allowance for loan losses
Unrealized losses on securities transferred
$ 9,199
$ 8,103
2013
to held-to-maturity
Deferred compensation
Pension and SERP liability
AMT credit
Unrealized losses (gains) on securities
available-for-sale
Acquisition premium
Nonaccrual interest
Depreciation
Investments writedown
Deferred gain
Other
8,590
6,515
4,880
3,164
—
5,643
8,621
1,908
652
438
136
109
26
—
198
(7,875)
541
151
(36)
26
11
235
Gross deferred income tax asset
33,907
17,328
Deferred income tax liabilities:
Limited partnerships
Mortgage servicing rights
Gross deferred income tax liability
(2,769)
(281)
(3,050)
(2,722)
(55)
(2,777)
Deferred income tax asset net
$ 30,857
$ 14,551
Based on the Company’s historical and current pre-tax earnings, management
believes it is more likely than not that the Company will realize the deferred
income tax asset existing at December 31, 2013. Management believes that
existing net deductible temporary differences which give rise to the deferred tax
asset will reverse during periods in which the Company generates net taxable
income. In addition, gross deductible temporary differences are expected to
reverse in periods during which offsetting gross taxable temporary differences
are expected to reverse. Factors beyond management’s control, such as the
general state of the economy and real estate values, can affect future levels of
taxable income, and no assurance can be given that sufficient taxable income
will be generated to fully absorb gross deductible temporary differences. The
Company is in an Alternative Minimum Tax (“AMT”) credit position. The AMT
credit is carried as a deferred asset and has an indefinite life. The Company
has potential tax planning strategies available which support the deferred AMT
credit and, at this time, no valuation allowance is needed.
The Company and its subsidiaries file a consolidated federal tax return. For the
tax year beginning in 2009, the Commonwealth of Massachusetts requires a
combined state tax return, except for security corporations, which file separate
tax returns. The Company is subject to federal and state examinations for tax
years after December 31, 2009.
17. Employee Benefits
The Company has a Qualified Defined Benefit Pension Plan (the “Plan”),
which had been offered to all employees reaching minimum age and service
requirements. In 2006, the Bank became a member of the Savings Bank
Employees Retirement Association (“SBERA”) within which it then began
maintaining the Qualified Defined Benefit Pension Plan. SBERA offers a common
and collective trust as the underlying investment structure for its retirement
plans. The target allocation mix for the common and collective trust portfolio
calls for an equity-based investment deployment range of 40% to 64% of total
portfolio assets. The remainder of the portfolio is allocated to fixed income
securities with target range of 15% to 25% and other investments including
global asset allocation and hedge funds from 20% to 36%.
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The Trustees of SBERA, through its Investment Committee, select investment managers for the common and collective trust portfolio. A professional investment
advisory firm is retained by the Investment Committee to provide allocation analysis, performance measurement and to assist with manager searches. The overall
investment objective is to diversify investments across a spectrum of investment types to limit risks from large market swings. The Company closed the plan to
employees hired after March 31, 2006.
The measurement date for the Plan is December 31 for each year. The benefits expected to be paid in each year from 2014 to 2018 are $1,092,000, $1,176,000,
$1,247,000, $1,322,000, and $1,325,000, respectively. The aggregate benefits expected to be paid in the five years from 2019 to 2023 are $8,011,000. The
Company plans to contribute $1,000,000 to the Plan in 2014.
Asset Category
Level 3
Percent
Level 1
Level 2
Total
(dollars in thousands)
The fair value of plan assets and major categories as of December 31, 2013, is as follows:
Collective funds
Equity securities
Mutual funds
Hedge funds
Short-term investments
$ 17,092
8,355
4,250
2,256
369
52.9 %
25.9 %
13.1 %
7.0 %
1.1 %
$
856
8,355
3,832
—
249
100.0 %
$ 32,322
$ 13,292
$ 16,236
—
418
—
120
$ 16,774
$
—
—
—
2,256
—
$ 2,256
Asset Category
Percent
Total
Level 1
Level 2
Level 3
(dollars in thousands)
The fair value of plan assets and major categories as of December 31, 2012, is as follows:
Collective funds
Equity securities
Mutual funds
Hedge funds
Short-term investments
LEVEL 1
52.5 %
24.6 %
14.1 %
7.0 %
1.8 %
100.0 %
$ 12,593
5,892
3,370
1,691
437
$ 23,983
767
$
5,892
3,086
—
62
$ 9,807
$ 11,826
—
284
—
375
$ 12,485
$
—
—
—
1,691
—
$ 1,691
The plan assets measured at fair value in Level 1 are based on quoted market prices in an active exchange market.
LEVEL 2
Plan assets measured at fair value in Level 2 are based on pricing models that consider standard input factors, such as observable market data, benchmark yields,
interest rate volatilities, broker/dealer quotes, credit spreads and new issue data.
LEVEL 3
Plan assets measured at fair value in Level 3 are based on unobservable inputs, which includes SBERA’s assumptions and the best information available under the
circumstance. Level 3 assets consist of hedge funds. The underlying assets are valued based upon quoted exchange prices, over-the-counter trades, bid/ask prices,
relative value assessments based on market conditions, and other information, as available. Further adjustments may be made based on factors impacting liquidity.
The asset or liability’s fair value measurement level within fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Below is a description of the valuation
methodologies used for assets measured at fair value.
The Trust reports bonds and other obligations, short-term investments and equity securities at fair values based on published quotations, Collective funds and hedge
funds (Funds) are valued in accordance with valuations provided by such Funds, which generally value marketable securities at the last reported sales price on the
valuation date and other investments at fair value, as determined by each Fund’s manager.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. Furthermore,
although the Trust believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies to determine the
fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Year Ended December 31,
2013
2012
(dollars in thousands)
The changes in Level 3 securities are shown in the table below:
Balance at beginning of year
Purchases
Actual return – assets still being held
$ 1,691
55
510
Balance at end of year
$ 2,256
$ 1,522
152
17
$ 1,691
46
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The performance of the plan assets is dependent upon general market conditions and specific conditions related to the issuers of the underlying securities.
The Company has a Supplemental Executive Insurance/Retirement Plan (the Supplemental Plan), which is limited to certain officers and employees of the Company.
The Supplemental Plan is voluntary and participants are required to contribute to its cost. Under the Supplemental Plan, each participant will receive a retirement
benefit based on compensation and length of service. Life insurance policies, which are owned by the Company, are purchased covering the lives of each participant.
The benefits expected to be paid in each year from 2014 to 2018 are $1,108,000, $1,088,000, $1,515,000, $1,973,000 and $1,981,000, respectively. The
aggregate benefits expected to be paid in the five years from 2019 to 2023 are $10,341,000.
Defined Benefit Pension Plan
2013
2012
2013
2012
Supplemental Insurance/
Retirement Plan
(dollars in thousands)
Change projected in benefit obligation
Benefit obligation at beginning of year
Service cost
Interest cost
Actuarial (gain)/loss
Benefits paid
$
31,910
1,196
1,257
(3,734)
(750)
$
28,784
1,097
1,295
1,401
(667)
$
25,835
1,554
1,072
(1,916)
(1,043)
$
21,097
1,425
923
3,482
(1,092)
Projected benefit obligation at end of year
$
29,879
$
31,910
$
25,502
$
25,835
Change in plan assets
Fair value of plan assets at beginning of year
Actual (loss) return on plan assets
Employer contributions
Benefits paid
Fair value of plan assets at end of year
(Unfunded) Funded status
Accumulated benefit obligation
Weighted-average assumptions as of December 31
Discount rate — Liability
Discount rate — Expense
Expected return on plan assets
Rate of compensation increase
Components of net periodic benefit cost
Service cost
Interest cost
Expected return on plan assets
Recognized prior service cost
Recognized net losses
Net periodic cost
Other changes in plan assets and benefit obligations
recognized in other comprehensive income
Amortization of prior service cost
Net (gain) loss
Total recognized in other comprehensive income
Total recognized in net periodic benefit cost and
other comprehensive income
$
$
$
$
$
23,983
4,619
4,470
(750)
32,322
2,443
29,747
5.00 %
4.00 %
8.00 %
4.00 %
1,196
1,257
(1,880)
(104)
630
$
$
$
$
$
20,517
2,333
1,800
(667)
23,983
(7,927)
31,773
4.00 %
4.50 %
8.00 %
4.00 %
1,097
1,295
(1,641)
(104)
735
$
$
(25,502)
22,278
$
$
(25,835)
22,181
5.00 %
4.00 %
NA
4.00 %
4.00 %
4.50 %
NA
4.00 %
$
1,554
1,072
—
114
514
$
1,425
923
—
114
336
$
1,099
$
1,382
$
3,254
$
2,798
$
104
(6,956)
(6,852)
$
104
(25)
79
$
(114)
(2,401)
(2,515)
$
(114)
3,098
2,984
$
(5,753)
$
1,461
$
739
$
5,782
December 31, 2013
Supplemental
Plan
Plan
Total
Plan
December 31, 2012
Supplemental
Plan
Total
$
516
(3,361)
$
(991)
(7,901)
$
(475)
(11,262)
$
620
(10,317)
$ (1,105)
(10,302)
$
(485)
(20,619)
$
(2,845)
$
(8,892)
$ (11,737)
$
(9,697)
$ (11,407)
$
(21,104)
(dollars in thousands)
Prior service cost
Net actuarial loss
Total
47
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
The following table summarizes the amounts included in Accumulated Other
Supplemental
Comprehensive Loss at December 31, 2013, expected to be recognized as
Plan
components of net periodic benefit cost in the next year:
Amortization of prior service cost to be
Plan
recognized in 2014
Amortization of loss to be recognized in 2014
$ (104)
12
$ 114
355
Assumptions for the expected return on plan assets and discount rates in the
Company’s Plan and Supplemental Plan are periodically reviewed. As part of
the review, management in consultation with independent consulting actuaries
performs an analysis of expected returns based on the plan’s asset allocation.
This forecast reflects the Company’s and actuarial firm’s expected return on
plan assets for each significant asset class or economic indicator. The range of
returns developed relies on forecasts and on broad market historical benchmarks
for expected return, correlation and volatility for each asset class. Also, as a part
of the review, the Company’s management in consultation with independent
consulting actuaries performs an analysis of discount rates based on expected
returns of high-grade fixed income debt securities.
The Company offers a 401(k) defined contribution plan for all employees
reaching minimum age and service requirements. The plan is voluntary and
employee contributions are matched by the Company at a rate of 33.3% for the
first 6% of compensation contributed by each employee. The Company’s match
totaled $322,000 for 2013, $308,000 for 2012 and $266,000 for 2011.
Administrative costs associated with the plan are absorbed by the Company.
The Company has a cash incentive plan that is designed to reward our executives
and officers for the achievement of annual financial performance goals of the
Company as well as business line, department and individual performance.
The plan supports the philosophy that management be measured for their
performance as a team in the attainment of these goals. Discretionary bonus
expense amounted to $1,313,000, $1,289,000 and $1,100,000 in 2013,
2012, and 2011, respectively.
The Company does not offer any postretirement programs other than pensions.
18. Commitments and Contingencies
A number of legal claims against the Company arising in the normal course of
business were outstanding at December 31, 2013. Management, after reviewing
these claims with legal counsel, is of the opinion that their resolution will not
have a material adverse effect on the Company’s consolidated financial position
or results of operations.
19. Financial Instruments with Off-Balance-Sheet Risk
The Company is party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments primarily include commitments to originate and
sell loans, standby letters of credit, unused lines of credit and unadvanced
portions of construction loans. The instruments involve, to varying degrees,
elements of credit and interest rate risk in excess of the amount recognized
in the consolidated balance sheet. The contract or notional amounts of those
instruments reflect the extent of involvement the Company has in these
particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for loan commitments, standby letters
of credit and unadvanced portions of construction loans is represented by the
contractual amount of those instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for on-
Contract or Notional Amount
balance-sheet instruments. Financial instruments with off-balance-sheet risk at
December 31 are as follows:
(dollars in thousands)
2013
2012
Financial instruments whose contract
amount represents credit risk:
Commitments to originate
1–4 family mortgages
$ 3,373
$ 13,580
Standby and commercial letters of credit
7,930
8,411
Unused lines of credit
Unadvanced portions
of construction loans
Unadvanced portions
of other loans
249,941
217,246
7,026
17,609
17,750
4,872
Commitments to originate loans, unadvanced portions of construction loans,
unused lines of credit and unused letters of credit are generally agreements to
lend to a customer, provided there is no violation of any condition established
in the contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
The Company evaluates each customer’s creditworthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by the Company
upon extension of credit, is based on management’s credit evaluation of
the borrower.
Standby letters of credit are conditional commitments issued by the Company
to guarantee the performance by a customer to a third party. The credit risk
involved in issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers.
Year ended December 31,
2013
2012
2011
20. Other Operating Expenses
(dollars in thousands)
Marketing
Software maintenance/amortization
Legal and audit
Contributions
Processing services
Consulting
Postage and delivery
Supplies
Telephone
Directors’ fees
Insurance
Core deposit intangible amortization
Other
$ 1,749
1,417
1,281
673
812
874
939
848
719
373
295
—
1,500
$ 1,853
1,256
1,179
1,074
921
890
877
849
750
330
279
120
1,230
$ 1,575
951
1,140
479
865
796
773
868
742
309
275
388
1,280
Total
$ 11,480
$ 11,608
$ 10,441
48
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
21. Fair Values of Financial Instruments
The following methods and assumptions were used by the Company in estimating fair values of its financial instruments. Excluded from this disclosure are all non
financial instruments. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The assumptions used below are expected to approximate those that market participants would use in valuing these financial instruments.
Fair value estimates are made at a specific point in time, based on available market information and judgments about the financial instrument, including estimates
of timing, amount of expected future cash flows and the credit standing of the issuer. Such estimates do not consider the tax impact of the realization of unrealized
gains or losses. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not
be realized in the immediate settlement of the financial instrument. Care should be exercised in deriving conclusions about our business, its value or financial position
based on the fair value information of financial instruments presented below.
SECURITIES HELD-TO-MATURITY
The fair values of these securities were based on quoted market prices, where available, as provided by third-party investment portfolio pricing vendors. If quoted
market prices were not available, fair values provided by the vendors were based on quoted market prices of comparable instruments in active markets and/or based on
a matrix pricing methodology which employs The Bond Market Association’s standard calculations for cash flow and price/yield analysis, live benchmark bond pricing
and terms/condition data available from major pricing sources. Management regards the inputs and methods used by third party pricing vendors to be “Level 2 inputs
and methods” as defined in the “fair value hierarchy” provided by FASB.
LOANS
For variable-rate loans, that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. The fair value of other loans
is estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
Incremental credit risk for nonperforming loans has been considered.
TIME DEPOSITS
The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The
fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have
significant value.
OTHER BORROWED FUNDS
The fair value of other borrowed funds is based on the discounted value of contractual cash flows. The discount rate used is estimated based on the rates currently
offered for other borrowed funds of similar remaining maturities.
SUBORDINATED DEBENTURES
The fair value of subordinated debentures is based on the discounted value of contractual cash flows. The discount rate used is estimated based on the rates currently
offered for other subordinated debentures of similar remaining maturities.
The following presents (in thousands) the carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments as
of December 31, 2013 and December 31, 2012. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets
Estimated
for which the fair value approximates carrying value include cash and cash equivalents, short-term investments, FHLBB stock and accrued interest receivable. Financial
Level 3 Inputs
Fair Value
liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings and accrued interest payable.
(dollars in thousands)
Fair Value Measurements
Carrying Amount
Level 1 Inputs
Level 2 Inputs
December 31, 2013
Financial assets:
Securities held-to-maturity
Loans(1)
Financial liabilities:
Time deposits
Other borrowed funds
Subordinated debentures
December 31, 2012
Financial assets:
Securities held-to-maturity
Loans(1)
Financial liabilities:
Time deposits
Other borrowed funds
Subordinated debentures
(1)
$ 1,487,884
1,243,822
$ 1,464,449
1,214,192
382,224
255,144
36,083
386,742
254,736
39,503
$ 275,507
1,092,591
$ 281,924
1,124,716
419,983
195,144
36,083
424,253
205,481
43,423
$
$
—
—
—
—
—
—
—
—
—
—
$ 1,464,449
—
386,742
254,736
—
$ 281,924
—
424,253
205,481
—
$
—
1,214,192
—
—
39,503
$
—
1,124,716
—
—
43,423
Comprised of loans (including collateral dependent impaired loans), net of deferred loan costs and the allowance for loan losses.
49
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
LIMITATIONS
Fair value estimates are made at a specific point in time, based on relevant market information and information about the type of financial instrument. These estimates
do not reflect any premium or discount that could result from offering for sale at one time the Bank’s entire holdings of a particular financial instrument. Because no
active market exists for some of the Bank’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, cash flows,
current economic conditions, risk characteristics and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant
judgment and therefore cannot be determined with precision. Changes in assumptions and changes in the loan, debt and interest rate markets could significantly affect
the estimates. Further, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on the fair value estimates
and have not been considered.
2013 Quarters
Second
Fourth
Third
First
$ 19,137
4,592
14,545
750
13,795
4,434
13,465
4,764
288
4,476
$
3,569,546
1,986,880
5,557,365
1,986,880
$
$
$
$
0.98
0.49
0.81
0.49
Second
First
22. Quarterly Results of Operations (unaudited)
(in thousands, except share data)
Interest income
Interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Other operating income
Operating expenses
Income before income taxes
Provision for income taxes
Net income
Share data:
Average shares outstanding, basic
Class A
Class B
Average shares outstanding, diluted
Class A
Class B
Earnings per share, basic
Class A
Class B
Earnings per share, diluted
Class A
Class B
2012 Quarters
(in thousands, except share data)
Interest income
Interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Other operating income
Operating expenses
Income before income taxes
Provision for income taxes
Net income
Share data:
Average shares outstanding, basic
Class A
Class B
Average shares outstanding, diluted
Class A
Class B
Earnings per share, basic
Class A
Class B
Earnings per share, diluted
Class A
Class B
$
$
20,947
4,842
16,105
460
15,645
4,186
14,690
5,141
116
5,025
3,580,404
1,976,180
5,557,419
1,976,180
$
$
$
$
$
$
1.10
0.55
0.90
0.55
Fourth
19,738
4,795
14,943
900
14,043
4,153
13,279
4,917
139
4,778
3,564,145
1,986,880
5,552,121
1,986,880
$
$
$
$
1.05
0.52
0.86
0.52
$
$
20,549
4,751
15,798
750
15,048
4,774
13,995
5,827
308
5,519
3,578,400
1,978,180
5,558,031
1,978,180
$
$
$
$
$
$
1.21
0.60
0.99
0.60
Third
22,079
4,859
17,220
1,250
15,970
4,105
13,708
6,367
685
5,682
3,559,125
1,989,380
5,549,810
1,989,380
$
$
$
$
1.25
0.62
1.02
0.62
$
$
19,132
4,620
14,512
750
13,762
5,221
13,662
5,321
295
5,026
3,574,379
1,982,180
5,557,354
1,982,180
$
$
$
$
$
$
1.10
0.55
0.90
0.55
20,312
4,923
15,389
900
14,489
3,988
13,451
5,026
255
4,771
3,556,474
1,991,880
5,548,830
1,991,880
$
$
$
$
1.05
0.52
0.86
0.52
$ 19,365
4,963
14,402
1,100
13,302
3,619
12,800
4,121
313
3,808
$
3,550,993
1,993,755
5,545,711
1,993,755
$
$
$
$
0.84
0.42
0.69
0.42
50
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
23. Parent Company Financial Statements
The balance sheets of Century Bancorp, Inc. (“Parent Company”) as of December 31, 2013 and 2012 and the statements of income and cash flows for each of the
BALANCE SHEETS
years in the three-year period ended December 31, 2013, are presented below. The statements of changes in stockholders’ equity are identical to the consolidated
December 31,
2013
statements of changes in stockholders’ equity and are therefore not presented here.
(dollars in thousands)
2012
ASSETS:
Cash
Investment in subsidiary, at equity
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Liabilities
Subordinated debentures
Stockholders’ equity
Total liabilities and stockholders’ equity
STATEMENTS OF INCOME
Year Ended December 31,
(dollars in thousands)
Income:
Interest income from deposits in bank
Other income
Total income
Interest expense
Operating expenses
Income before income taxes and equity in undistributed income of subsidiary
Benefit from income taxes
Income before equity in undistributed income of subsidiary
Equity in undistributed income of subsidiary
Net income
STATEMENTS OF CASH FLOWS
December 31,
(dollars in thousands)
$ 12,245
193,783
6,634
$ 212,662
$
107
36,083
176,472
$ 212,662
$ 19,536
193,499
3,145
$ 216,180
$
107
36,083
179,990
$ 216,180
2013
2012
2011
$
28
72
100
2,400
208
(2,508)
(853)
(1,655)
21,701
$ 20,046
$
33
72
105
2,400
198
(2,493)
(848)
(1,645)
20,684
$ 19,039
$
100
72
172
2,400
178
(2,406)
(818)
(1,588)
18,281
$ 16,693
2013
2012
2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by operating activities
$ 20,046
$ 19,039
$ 16,693
Undistributed income of subsidiary
Depreciation and amortization
Increase in other assets
Net cash (used in) operating activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from the exercise of stock options
Cash dividends paid
Net cash used in financing activities
Net (decrease) in cash
Cash at beginning of year
Cash at end of year
(21,701)
12
(3,500)
(5,143)
43
(2,191)
(2,148)
(7,291)
19,536
$ 12,245
(20,684)
12
(416)
(2,049)
304
(2,186)
(1,882)
(3,931)
23,467
$ 19,536
(18,281)
12
(182)
(1,758)
53
(2,180)
(2,127)
(3,885)
27,352
$ 23,467
51
Century Bancorp, Inc. AR ’13Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
KPMG LLP
Independent Registered Public Accounting Firm
Two Financial Center
60 South Street
Boston, Massachusetts 02111-2759
The Board of Directors and Stockholders
Century Bancorp, Inc.:
We have audited the accompanying consolidated balance sheets of Century Bancorp, Inc. and its subsidiary as of December 31, 2013 and 2012 and the related
consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Century Bancorp, Inc. and
its subsidiary as of December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the years in the three-year period ended
December 31, 2013, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Century Bancorp, Inc.’s internal control
over financial reporting as of December 31, 2013, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated February 20, 2014, expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.
Boston, Massachusetts
February 20, 2014
52
Century Bancorp, Inc. AR ’13Report of Independent Registered Public Accounting Firm
KPMG LLP
Independent Registered Public Accounting Firm
Two Financial Center
60 South Street
Boston, Massachusetts 02111-2759
The Board of Directors and Stockholders
Century Bancorp, Inc.:
We have audited Century Bancorp, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Century Bancorp, Inc.’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying “Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with
the policies or procedures may deteriorate.
In our opinion, Century Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria
established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of
Century Bancorp, Inc. as of December 31, 2013 and 2012 and the related consolidated statements of income, comprehensive income, changes in stockholders’
equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 20, 2014, expressed an unqualified
opinion on those consolidated financial statements.
Boston, Massachusetts
February 20, 2014
53
Century Bancorp, Inc. AR ’13Management’s Report on Internal Control Over Financial Reporting
CENTURY BANCORP, INC.
400 Mystic Avenue
Medford, Massachusetts 02155
We, together with the other members of Century Bancorp, Inc. and our subsidiary (the “Company”), are responsible for establishing and maintaining adequate internal
control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of
directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this
assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated
Framework. Based on our assessment, we believe that, as of December 31, 2013, the Company’s internal control over financial reporting is effective based on
those criteria.
The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial
reporting. Their report appears on page 53.
Barry R. Sloane
President & CEO
February 20, 2014
William P. Hornby, CPA
Chief Financial Officer
& Treasurer
54
Century Bancorp, Inc. AR ’13
Stockholder Information
Corporate Headquarters
Transfer Agent and Registrar
Century Bank
400 Mystic Avenue
Medford, MA 02155-6316
TEL (866) 823-6887
CenturyBank.com
Annual Meeting
Computershare Investor Services
P.O. Box 30170
College Station, TX 77842-3170
TEL (781) 575-3400
Computershare.com
The annual meeting of stockholders will be held on Tuesday, April 8, 2014, at 10:00 a.m. The meeting will take
place at Century Bank, 400 Mystic Avenue, Medford, MA.
Stock Listing
Century Bancorp, Inc. became a public company in 1987. Century’s Class A Common Stock is listed on the
NASDAQ market and is traded under the symbol “CNBKA.”
10-K Report
A copy of the Company’s annual report to the Securities and Exchange Commission on Form 10-K may be obtained
without charge upon written request to: Century Bancorp, Inc., Investor Relations, 400 Mystic Avenue, Medford,
MA 02155 or online at http://www.centurybank.com/about/investorrelations.
“
2013 was another year when it all came together for Century Bank. I’m confident in the fact
Assistant Vice Presidents
that Century remains true to the founding principles that have guided our strategy for almost
Valerie R. Bosse
45 years. As a family-run business, our belief that “character counts” has worked for us
Cynthia A. Davidson
since our inception and continues to pay dividends for our shareholders. The “giants” of our
industry need to reflect on this principal too. It has become too commonplace that we are
made aware of more incidents where they violated laws and regulations and as a result paid
substantial fines, which at the end of the day dilutes stockholders’ equity. I’m grateful to our
shareholders, as well as our associates and clients who have all played a role in the growth
of Century. I look forward to prospering together in 2014 and the years ahead.
Marshall M. Sloane, Founder and Chairman
Lisa Gosling
Kristine M. Holopainen
Darlene Joyce
Michael F. Long
Nancy M. Marsh
Karen M. Martin
Carl M. Mattos
Patricia M. Moran
Holly E. Nahabedian
Sarah A. O’Toole
Cornelius C. Prioleau
Bernice A. Shuman
Paul A. Sughrue
Janice D. Taylor
Tuesday N. Thomas
Lawrence H. Tsoi
Zubin C. Bagwadia
Roberta M. Byington
Laura A. DiFava
John R. Ferguson
Marissa L. Fitzgerald
Janice D. Hallinan
Michelle L. Haughton
Ashkon Hedvat
James J. Jordan
William B. Keefe
Malcolm I. Maloon
Ann E. Mannion
Kathleen McGillicuddy
Carol A. Melisi
Anne M. Milczarek
Jennifer A. Nickerson, CPA
Meredith O’Keefe
Karen J. Pessia
Scott M. Rembis
William F. Shutt, Jr.
Mary V. Spadoni
Jeremy P. Styles
Jose I. Umana
Julie A. Walker
Jeanne A. Wood
“
Officers
Andrew Agyei
Cindy Cohen
Marie D. Costello
Margaret M. DiCeglie
Sara A. Gaudet
Adam S. Glick
Paula A. Grimaldi
Jill A. Holak
Saida Idouahmane
Amelia N. Iocco
Linda M. Johns
Joseph P. Kelley
Brian Kelly
Earl K. Kishida
Brandon N. Letellier
Yasunori Matsumoto
Robson G. Miguel
Nancy R. Miller
Melissa A. Murphy
John L. Norris III
Marie A. Nugent
Valerie C. Paolello
Samantha A. Petrou
Nancy K. Politis
Emmanuella Renelique
Maria R. Serrentino
Krzysztof A. Sikorski
Lisa M. Smith
Oliver Sun
Elizabeth A. Theriault
About Century
Headquarters
Century Bancorp, Inc. is a $3.43 billion banking and financial services company headquartered in
Medford, Massachusetts. The Company operates 26 banking offices in 19 cities and towns in
Massachusetts and provides a full range of business, personal, and institutional services.
Allston Branch
Andover Branch
Beverly Branch
Braintree Branch
Brookline Branch
Burlington Branch
Cambridge Branch
Chestnut Hill Square Branch
Coolidge Corner Branch
Everett Branch
Federal Street Branch
Fellsway Branch
Kenmore Square Branch
Lynn Branch
Malden Branch
Medford Square Branch
Newton Centre Branch
North End Branch
Peabody Branch
Quincy Branch
Anandha Subramanian, ACA, CPA, CIA, CRMA
Salem Branch
Somerville Branch
State Street Branch
Wellesley Branch
Winchester Branch
Our family’s bank. And yours.
Pictured from left: President & CEO Barry R. Sloane; Executive Vice President Linda Sloane Kay; and Founder & Chairman Marshall M. Sloane
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Our family’s bank. And yours.
400 Mystic Avenue, Medford, MA 02155 (866) 823-6887 CenturyBank.com
ANOTHER YEAR WHEN
IT ALL CAME TOGETHER...
2013
A n n u a l R e p o r t
Equal Housing Lender/Member FDIC
© 2014 Century Bancorp, Inc. All rights reserved.
002-CSN31CB
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