e10vq
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007.
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-15752
CENTURY BANCORP, INC.
 
(Exact name of registrant as specified in its charter)
     
COMMONWEALTH OF MASSACHUSETTS   04-2498617
 
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
400 MYSTIC AVENUE, MEDFORD, MA   02155
 
(Address of principal executive offices)   (Zip Code)
(781) 391-4000
 
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. (See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):
Large accelerated filer o          Accelerated filer þ          Non-accelerated filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
As of October 31, 2007, the Registrant had outstanding:
     
Class A Common Stock, $1.00 par value
  3,515,204 Shares
Class B Common Stock, $1.00 par value
  2,028,600 Shares
 
 

 


 

Century Bancorp, Inc.
             
        Page
    Index   Number
 
           
  Financial Information        
 
           
  Financial Statements (unaudited)        
 
           
 
  Consolidated Balance Sheets:
September 30, 2007 and December 31, 2006
    3  
 
           
 
  Consolidated Statements of Income:
Three (3) months and Nine (9) months ended September 30, 2007 and 2006
    4  
 
           
 
  Consolidated Statements of Changes in Stockholders’ Equity:
Nine (9) months ended September 30, 2007 and 2006
    5  
 
           
 
  Consolidated Statements of Cash Flows:
Nine (9) months ended September 30, 2007 and 2006
    6  
 
           
 
  Notes to Consolidated Financial Statements     7-11  
 
           
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     12-20  
 
           
  Quantitative and Qualitative Disclosure About Market Risk     21  
 
           
  Controls and Procedures     21  
 
           
  Other Information        
 
           
  Legal Proceedings     21  
  Risk Factors     21  
  Unregistered Sales of Equity Securities and Use of Proceeds     21  
  Defaults Upon Senior Securities     22  
  Submission of Matters to a Vote of Securities Holders     22  
  Other Information     22  
  Exhibits     22  
 
           
        23  
 
           
Exhibits
           
 Ex-3.2 Bylaws of Century Bancorp, Inc.
 Ex-31.1 Section 302 Certification of the Co-President and Co-Chief Executive Officer
 Ex-31.2 Section 302 Certification of the Co-President and Co-Chief Executive Officer
 Ex-31.3 Section 302 Certification of the Chief Financial Officer
 Ex-32.1 Section 906 Certification of the Co-President and Co-Chief Executive officer
 Ex-32.2 Section 906 Certification of the Co-President and Co-Chief Executive Officer
 Ex-32.3 Section 906 Certification of the Chief Financial Officer

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PART I — Item 1
Century Bancorp, Inc.
Consolidated Balance Sheets (unaudited)
(In thousands, except share data)
                 
    September 30,     December 31,  
    2007     2006  
Assets
               
Cash and due from banks
  $ 41,617     $ 60,465  
Federal funds sold and interest-bearing deposits in other banks
    98,119       99,203  
 
           
Total cash and cash equivalents
    139,736       159,668  
 
           
 
               
Securities available-for-sale, amortized cost $357,240 and $423,707, respectively
    354,324       415,481  
Securities held-to-maturity, market value $238,604 and $258,420, respectively
    242,332       265,712  
 
               
Loans, net:
               
Commercial & industrial
    122,273       117,497  
Construction & land development
    60,744       49,709  
Commercial real estate
    305,412       327,040  
Residential real estate
    172,809       167,946  
Home equity
    58,455       63,380  
Consumer & other
    17,299       11,201  
 
           
Total loans, net
    736,992       736,773  
Less: allowance for loan losses
    9,591       9,713  
 
           
Net loans
    727,401       727,060  
 
           
 
               
Bank premises and equipment
    22,478       22,955  
Accrued interest receivable
    7,686       7,372  
Goodwill
    2,714       2,714  
Core deposit intangible
    1,768       2,059  
Other assets
    44,354       41,269  
 
           
Total assets
  $ 1,542,793     $ 1,644,290  
 
           
 
               
Liabilities
               
Deposits:
               
Demand deposits
  $ 263,617     $ 283,449  
Savings and NOW deposits
    289,019       274,231  
Money market accounts
    250,538       301,188  
Time deposits
    306,921       410,097  
 
           
Total deposits
    1,110,095       1,268,965  
 
           
 
               
Securities sold under agreements to repurchase
    93,850       86,960  
Other borrowed funds
    166,126       123,023  
Subordinated debentures
    36,083       36,083  
Other liabilities
    22,438       22,441  
 
           
Total liabilities
    1,428,592       1,537,472  
 
           
 
               
Stockholders’ Equity
               
 
               
Class A common stock, $1.00 par value per share; authorized 10,000,000 shares; issued 3,515,204 shares and 3,498,738 shares, respectively
    3,515       3,499  
Class B common stock, $1.00 par value per share; authorized 5,000,000 shares; issued 2,028,600 shares and 2,042,450 shares, respectively
    2,029       2,042  
Additional paid-in capital
    11,553       11,505  
Retained earnings
    103,720       99,859  
 
           
 
    120,817       116,905  
Unrealized losses on securities available-for-sale, net of taxes
    (1,829 )     (5,111 )
Additional pension liability, net of taxes
    (4,787 )     (4,976 )
 
           
Total accumulated other comprehensive loss, net of taxes
    (6,616 )     (10,087 )
 
           
Total stockholders’ equity
    114,201       106,818  
 
           
Total liabilities and stockholders’ equity
  $ 1,542,793     $ 1,644,290  
 
           
See accompanying notes to unaudited consolidated interim financial statements.

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Century Bancorp, Inc.
Consolidated Statements of Income (unaudited)
(In thousands, except share data)
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
    2007     2006     2007     2006  
Interest income
                               
Loans
  $ 13,637     $ 13,290     $ 39,740     $ 38,137  
Securities held-to-maturity
    2,299       2,497       7,045       7,665  
Securities available-for-sale
    3,555       4,390       10,558       13,214  
Federal funds sold and interest-bearing deposits in other banks
    1,453       364       5,184       445  
 
                       
Total interest income
    20,944       20,541       62,527       59,461  
 
                       
 
                               
Interest expense
                               
Savings and NOW deposits
    1,711       1,344       4,893       3,426  
Money market accounts
    2,230       2,711       7,052       6,850  
Time deposits
    3,606       4,157       12,263       11,069  
Securities sold under agreements to repurchase
    884       795       2,428       1,995  
Other borrowed funds and subordinated debentures
    2,404       2,163       6,791       8,346  
 
                       
Total interest expense
    10,835       11,170       33,427       31,686  
 
                       
 
                               
Net interest income
    10,109       9,371       29,100       27,775  
 
                               
Provision for loan losses
    300       225       900       600  
 
                       
 
                               
Net interest income after provision for loan losses
    9,809       9,146       28,200       27,175  
 
                               
Other operating income
                               
Service charges on deposit accounts
    1,981       1,747       5,630       4,965  
Lockbox fees
    705       658       2,262       2,095  
Gain on sale of building
    1,321             1,321        
Other income
    409       324       1,144       1,569  
 
                       
Total other operating income
    4,416       2,729       10,357       8,629  
 
                       
 
                               
Operating expenses
                               
Salaries and employee benefits
    6,081       5,843       18,581       18,092  
Occupancy
    945       1,020       2,859       2,986  
Equipment
    759       785       2,265       2,305  
Other
    2,155       2,408       6,784       6,963  
 
                       
Total operating expenses
    9,940       10,056       30,489       30,346  
 
                       
 
                               
Income before income taxes
    4,285       1,819       8,068       5,458  
 
                               
Provision for income taxes
    1,421       622       2,577       1,858  
 
                       
 
                               
Net income
  $ 2,864     $ 1,197     $ 5,491     $ 3,600  
 
                       
 
                               
Share data:
                               
Weighted average number of shares outstanding, basic
    5,542,483       5,541,088       5,542,009       5,540,902  
Weighted average number of shares outstanding, diluted
    5,545,915       5,548,842       5,547,170       5,550,697  
Net income per share, basic
  $ 0.52     $ 0.22     $ 0.99     $ 0.65  
Net income per share, diluted
  $ 0.52     $ 0.22     $ 0.99     $ 0.65  
Cash dividends paid:
                               
Class A common stock
  $ 0.12     $ 0.12     $ 0.36     $ 0.36  
Class B common stock
  $ 0.06     $ 0.06     $ 0.18     $ 0.18  
See accompanying notes to unaudited consolidated interim financial statements.

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Century Bancorp, Inc.
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
For the Nine Months Ended September 30, 2007 and 2006
                                                 
                                    Accumulated        
    Class A     Class B     Additional             Other     Total  
    Common     Common     Paid-In     Retained     Comprehensive     Stockholders’  
    Stock     Stock     Capital     Earnings     Loss     Equity  
    (In thousands)  
Balance at December 31, 2005
  $ 3,453     $ 2,082     $ 11,416     $ 97,338     $ (11,088 )   $ 103,201  
 
Net income
                      3,600             3,600  
 
Other comprehensive income, net of tax:
                                               
Unrealized holding gains arising during period
                                               
net of $1,465 in taxes
                            2,037       2,037  
 
                                             
Comprehensive income
                                            5,637  
 
Conversion of Class B common stock to Class A common stock, 40,000 shares
    40       (40 )                        
 
Stock options exercised, 5,646 shares
    6             88                   94  
Cash dividends paid, Class A common stock, $.36 per share
                      (1,256 )           (1,256 )
 
Cash dividends paid, Class B common stock, $.18 per share
                      (369 )           (369 )
 
                                   
Balance at September 30, 2006
  $ 3,499     $ 2,042     $ 11,504     $ 99,313     $ (9,051 )   $ 107,307  
 
                                   
 
Balance at December 31, 2006
  $ 3,499     $ 2,042     $ 11,505     $ 99,859     $ (10,087 )   $ 106,818  
 
Net income
                      5,491             5,491  
 
Other comprehensive income, net of tax:
                                               
Unrealized holding gains arising during period net of $2,028 in taxes
                            3,282       3,282  
 
Pension liability adjustment, net of $132 in taxes
                            189       189  
 
                                             
Comprehensive income
                                            8,962  
 
Conversion of Class B common stock to Class A common stock, 13,850 shares
    13       (13 )                        
 
Stock options exercised, 2,616 shares
    3             48                   51  
 
Cash dividends paid, Class A common stock, $.36 per share
                      (1,261 )           (1,261 )
 
Cash dividends paid, Class B common stock, $.18 per share
                      (369 )           (369 )
 
                                   
Balance at September 30, 2007
  $ 3,515     $ 2,029     $ 11,553     $ 103,720     $ (6,616 )   $ 114,201  
 
                                   
See accompanying notes to unaudited consolidated interim financial statements.

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Century Bancorp, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
                 
    Nine months ended September 30,  
    2007     2006  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 5,491     $ 3,600  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Gain on sale of building
    (1,321 )      
Provision for loan losses
    900       600  
Deferred income taxes
    (258 )     (676 )
Net depreciation and amortization
    2,668       2,752  
Increase in accrued interest receivable
    (314 )     (141 )
Increase in other assets
    (4,573 )     (4,271 )
Increase in other liabilities
    354       1,328  
 
           
Net cash provided by operating activities
    2,947       3,192  
 
           
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from maturities of securities available-for-sale
    136,349       76,260  
Purchase of securities available-for-sale
    (70,106 )     (448 )
Proceeds from maturities of securities held-to-maturity
    23,436       16,348  
Proceeds from sale of building
    1,500        
Net increase in loans
    (1,694 )     (32,075 )
Capital expenditures
    (1,908 )     (430 )
 
           
Net cash provided by investing activities
    87,577       59,655  
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net decrease in time deposits
    (103,176 )     (21,185 )
Net (decrease) increase in demand, savings, money market and NOW deposits
    (55,694 )     80,072  
Net proceeds from the exercise of stock options
    51       94  
Cash dividends
    (1,630 )     (1,625 )
Net increase in securities sold under agreements to repurchase
    6,890       13,920  
Net increase (decrease) in other borrowed funds
    43,103       (190,442 )
 
           
Net cash used in financing activities
    (110,456 )     (119,166 )
 
           
 
               
Net decrease in cash and cash equivalents
    (19,932 )     (56,319 )
Cash and cash equivalents at beginning of period
    159,668       152,679  
 
           
Cash and cash equivalents at end of period
  $ 139,736     $ 96,360  
 
           
 
               
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid during the period for:
               
Interest
  $ 34,568     $ 31,511  
Income taxes
    2,157       2,516  
Change in unrealized losses on securities available-for-sale, net of taxes
    3,282       2,037  
Pension liability adjustment, net of taxes
    189        
See accompanying notes to unaudited consolidated interim financial statements.

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Century Bancorp, Inc.
Notes to Unaudited Consolidated Interim Financial Statements
Three and Nine Months Ended September 30, 2007 and 2006
Note 1. 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”); and Century Subsidiary Investments, Inc. III (“CSII III”). CSII, CSII II, CSII III are engaged in buying, selling and holding investment securities. The Company also owns 100% of Century Bancorp Capital Trust II (“CBCT II”). CBCT II 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 consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and to general practices within the banking industry. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ from those estimates. The Company’s Quarterly report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission.
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 associated with the loans. 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.
Whenever necessary prior period amounts were reclassified to conform with the current period presentation.


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Note 2. Stock Option Accounting
Stock option activity under the Company’s stock option plan is as follows:
                 
    September 30, 2007  
            Weighted  
            Average  
    Amount     Exercise Price  
Shares under option:
               
Outstanding at beginning of year
    122,737     $ 27.20  
Granted
           
Cancelled
    (21,884 )     26.18  
Exercised
    (2,616 )     19.20  
 
           
Outstanding at end of period
    98,237     $ 27.64  
 
           
Exercisable at end of period
    98,237     $ 27.64  
 
           
Available to be granted at end of period
    173,309          
 
             
On September 30, 2007, the outstanding options to purchase 98,237 shares of Class A common stock have exercise prices between $15.063 and $35.010, with a weighted average exercise price of $27.64 and a weighted average remaining contractual life of 4.4 years. The weighted average intrinsic value of options exercised for the nine-month period ended September 30, 2007 was $4.90 per share with an aggregate value of $12,800. The average intrinsic value of options exercisable at September 30, 2007 had an aggregate value of $72,000.
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 the first nine months of 2007.


Note 3. Employee Benefits
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 at 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 and participants are required to contribute to its cost. Individual life insurance policies, which are owned by the Company, are purchased covering the lives of each participant.


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Note 3. Employee Benefits (continued)
Components of Net Periodic Benefit Cost for the Three Months Ending September 30,
                                 
                    Supplemental Insurance/  
    Pension Benefits     Retirement Plan  
    2007     2006     2007     2006  
    (In thousands)  
Service cost
  $ 217     $ 221     $ 27     $ 27  
Interest
    270       249       189       191  
Expected return on plan assets
    (277 )     (254 )            
Recognized prior service (cost) benefit
    (29 )     (29 )     16       16  
Recognized net actuarial losses
    99       93       20       28  
 
                       
Net periodic benefit cost
  $ 280     $ 280     $ 252     $ 262  
 
                       


Components of Net Periodic Benefit Cost for the Nine Months Ending September 30,
                                 
                    Supplemental Insurance/  
    Pension Benefits     Retirement Plan  
    2007     2006     2007     2006  
    (In thousands)  
Service cost
  $ 651     $ 663     $ 80     $ 81  
Interest
    810       747       568       573  
Expected return on plan assets
    (832 )     (762 )            
Recognized prior service (cost) benefit
    (87 )     (87 )     48       48  
Recognized net actuarial losses
    299       279       61       83  
 
                       
Net periodic benefit cost
  $ 841     $ 840     $ 757     $ 785  
 
                       
Contributions
The Company previously disclosed in its financial statements for the year ended December 31, 2006 that it expected to contribute $1,560,000 to the Pension Plan in 2007. As of September 30, 2007, $1,170,000 of the contribution had been made. The Company expects to contribute an additional $390,000 by the end of the year.
Effective December 31, 2006, the Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires the Company to recognize the overfunded or underfunded status of a single employer defined benefit pension or postretirement plan as an asset or liability on its balance sheet and to recognize changes in the funded status in comprehensive income in the year in which the change occurred. However, gains or losses, prior service costs or credits, and transition assets or obligations that have not yet been included in net periodic benefit cost as of the end of 2006, the fiscal year in which the Statement is initially applied are to be recognized as components of the ending balance of accumulated other comprehensive income, net of tax. During 2006, the Company recorded an additional $2,158,000 pension liability adjustment, net of tax, through stockholders’ equity, as a result of the adoption of SFAS 158. The Company recognized $189,000, net of tax during the first nine months of 2007, as amortization of amounts previously recognized in accumulated other comprehensive income.


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Note 3. Employee Benefits (continued)
SFAS 158 also requires the Company to measure plan assets and benefit obligations as of the date of the Company’s fiscal year end effective for fiscal years ending after December 15, 2008.


Note 4. Bank Premises and Equipment
On August 17, 2007, the Company sold the building which houses one of its branches located at 55 High Street, Medford, Massachusetts for $1.5 million at market terms. This property was sold to C&S Capital Properties, LLC, an entity affiliated with Joseph J. Senna, Esq., who is a director of the Company. The Bank financed $1.0 million of this purchase at market terms. This sale resulted in a pre-tax gain of $1.3 million.
The Bank is relocating this branch to 1 Salem Street (formerly 3 Salem Street), Medford, Massachusetts. As previously disclosed in the Company’s June 30, 2007 Form 10-Q, this property will be leased from Sloane Enterprises, LLC, an entity affiliated with Marshall M. Sloane, Chairman of the Board of the Company. The lease will be for a period of fifteen years. The annual base rent amount will be $28,500 with annual increases based on the consumer price index, but not less than 2% per year. The Company is also required to pay 25% of all real estate taxes and operating costs. The lease contains options to extend the lease for three additional five year periods. The lease was effective on September 1, 2007. The terms of the lease were based on an independent appraisal of the property and are considered to be market terms.
Until such time as 1 Salem Street is opened as a branch, 55 High Street will be leased to the Bank as a tenant-at-will at market terms. It is anticipated that the new branch will be opened during the second or third quarter of 2008. The relocation of the branch is subject to customary regulatory approvals.


Note 5. Income Taxes
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.
In July 2006 the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transitions. The Company adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on the Company’s results of operation or its financial position.


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Note 6. Recent Accounting Developments
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements”, which among other things, requires enhanced disclosures about financial instruments carried at fair value. SFAS 157 is effective for fiscal years beginning after November 15, 2007. SFAS 157 establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. The three broad levels defined by the SFAS 157 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 — Instruments that 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.
The Company is currently evaluating the impact SFAS 157 will have upon adoption.
In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159 (“SFAS 159”), The Fair Value Option for Financial Assets and Financial Liabilities, which gives entities the option to measure eligible financial assets, and financial liabilities at fair value on an instrument by instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards. The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability. Subsequent changes in fair value must be recorded in earnings. This statement is effective as of the beginning of a company’s first fiscal year after November 15, 2007. The Company continues to analyze the impact of SFAS 159 upon adoption on January 1, 2008.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
Except for the historical information contained herein, this Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, without limitation, (i) the fact that the Company’s success is dependent to a significant extent upon general economic conditions in New England, (ii) the fact that the Company’s earnings depend to a great extent upon the level of net interest income (the difference between interest income earned on loans and investments and the interest expense paid on deposits and other borrowings) generated by the Bank and thus the Bank’s results of operations may be adversely affected by increases or decreases in interest rates, (iii) the fact that the banking business is highly competitive and the profitability of the Company depends upon the Bank’s ability to attract loans and deposits within its market area, where the Bank competes with a variety of traditional banking and other institutions such as credit unions and finance companies, and (iv) the fact that a significant portion of the Company’s loan portfolio is comprised of commercial loans, exposing the Company to the risks inherent in loans based upon analyses of credit risk, the value of underlying collateral, including real estate, and other more intangible factors, which are considered in making commercial loans. Accordingly, the Company’s profitability may be negatively impacted by errors in risk analyses, and by loan defaults, and the ability of certain borrowers to repay such loans may be adversely affected by any downturn in general economic conditions. These factors, as well as general economic and market conditions, may materially and adversely affect the market price of shares of the Company’s common stock. Because of these and other factors, past financial performance should not be considered an indicator of future performance. The forward-looking statements contained herein represent the Company’s judgment as of the date of this Form 10-Q, and the Company cautions readers not to place undue reliance on such statements.


Executive 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. The Company had total assets of approximately $1.5 billion as of September 30, 2007. The Company presently operates 22 banking offices in 16 cities and towns in Massachusetts ranging from Braintree in the south to Beverly 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. During the quarter ended June 30, 2006, the Company closed its branch on Atlantic Avenue in Boston and transferred its customers to the nearby State Street branch. As discussed in Note 4. Banking Premises and Equipment, the Company is currently in the process of relocating its Medford Square branch.
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 interest paid on deposits and borrowings. The results of operations are also affected by the level of income and fees from loans, 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.


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Executive Overview (continued)
The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, non-profit 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 lock box collection services, cash management services and account reconciliation services, and actively promotes the marketing of these services to the municipal market. Also, the Company provides full service securities brokerage services through its division, Investment Services at Century Bank, in conjunction with Independent Financial Marketing Group, a full service securities brokerage business.
The Company is also a provider of financial services, including cash management, transaction processing and short term financing to municipalities in Massachusetts and Rhode Island. The Company has deposit relationships with approximately 35% of the 351 cities and towns in Massachusetts.
Earnings for the third quarter ended September 30, 2007 were $2,864,000, or $0.52 per share diluted, compared to net income of $1,197,000, or $0.22 per share diluted, for the third quarter ended September 30, 2006. Included in income for the third quarter of 2007 is the previously announced $1,321,000 pre-tax gain on the sale of the building which houses the Company’s Medford Square branch. Included in income for the third quarter of 2006 was approximately $354,000 of Federal Home Loan Bank (FHLB) stock dividend income. This dividend was for the second and third quarter of 2006 because the FHLB did not declare a dividend in the second quarter of 2006. For the first nine months of 2007, net income totaled $5,491,000, or $0.99 per share diluted, compared to net income of $3,600,000, or $0.65 per share diluted, for the same period a year ago. Included in income for the nine months ended September 30, 2006 is a pre-tax gain of $600,000 from the sale of the Company’s rights to future royalty payments for a portion of its Merchant Credit Card customer base.
Throughout 2007, the Company has seen improvement in its net interest margin as illustrated in the graph below:
(PERFORMANCE GRAPH)
The primary factors accounting for the increase in net interest margin are:
    a continuing decline in the cost of funds as a result of increased pricing discipline related to deposits,
 
    an increase in the loan yield due to an increase in prepayment fees, particularly in the second quarter of 2007, and
 
    the maturity of lower-yielding investment 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


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Executive Overview (continued)
loans and changes in market interest rates, will continue to positively impact the net interest margin.
In addition, a great deal of emphasis has been placed on cost control during 2007 as demonstrated by the decrease of just over 1% in operating expenses for the quarter ended September 30, 2007 and the increase of 0.5% for the year-to-date period ended September 30, 2007 as compared to the comparable 2006 period.


Financial Condition
Loans
On September 30, 2007, total loans outstanding, net of unearned discount, were $737.0 million, an increase of 0.03% from the total on December 31, 2006. At September 30, 2007, commercial real estate loans accounted for 41.4% and residential real estate loans, including home equity credit lines, accounted for 31.4% of total loans.
Commercial and industrial loans increased to $122.3 million at September 30, 2007 from $117.5 million on December 31, 2006. Construction loans increased to $60.7 million at September 30, 2007 from $49.7 million on December 31, 2006.
The primary reason for the stability in loans was due in large part to an increase in loan payoffs offset by loan originations.
Allowance for Loan Losses
The allowance for loan losses was 1.30% of total loans on September 30, 2007 compared with 1.32% on December 31, 2006. The ratio has remained relatively stable. Net charge-offs for the nine months ended September 30, 2007 were $1,022,000 compared to net charge-offs of $156,000 for the same period in 2006. The increase in charge-offs was mainly attributable to small business loans. Increased provision for loan losses in 2007 as compared to 2006 have been made due primarily to an increase in net charge-offs and an increase in nonaccruing loans.
During 2007, the Company has experienced increased levels of charge-offs and nonaccruing loans. Due to current uncertainties in the economy, this trend may continue if borrowers are negatively impacted by future economic conditions. Management continually monitors trends in the loan portfolio to determine the appropriate level of allowance for loan losses. At the current time, management believes that the allowance for loan losses is adequate.
Nonperforming Assets
The following table sets forth information regarding nonperforming assets held by the Bank at the dates indicated:
                 
    September 30, 2007   December 31, 2006
    (Dollars in thousands)
 
Nonaccruing loans
  $ 531     $ 135  
Loans past due 90 days or more and still accruing
  $ 846     $ 789  
Other real estate owned
  $ 453     $  
Nonaccruing loans as a percentage of total loans
    .07 %     .02 %


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Financial Condition (continued)
Cash and Cash Equivalents
Cash and cash equivalents decreased mainly as a result of decreases in time deposits. Time deposits decreased mainly because of a decreased reliance on higher rate time deposits.
Investments
Management continually evaluates its investment alternatives in order to properly manage the overall balance sheet mix. The timing of purchases, sales and reinvestments, if any, will be based on various factors including expectation of movements in market interest rates, deposit flows and loan demand. Notwithstanding these events, it is the intent of management to grow the earning asset base mainly through loan originations while funding this growth through a mix of retail deposits, FHLB advances, and retail repurchase agreements.
                 
    September 30, 2007     December 31, 2006  
    (In thousands)  
 
               
Securities Available-for-Sale (at Fair Market Value)
               
 
               
 
               
U.S. Government and U.S.Government Sponsored Enterprises
  $ 183,555     $ 223,027  
Other Bonds and Equity Securities
    14,175       13,378  
Mortgage-backed Securities
    156,594       179,076  
 
           
 
               
Total Securities Available-for-Sale
  $ 354,324     $ 415,481  
 
           
 
Securities Held-to-Maturity (at Amortized Cost)
               
 
U.S. Government Sponsored Enterprises
  $ 149,983     $ 159,969  
Mortgage-backed Securities
    92,349       105,743  
 
           
 
               
Total Securities Held-to-Maturity
  $ 242,332     $ 265,712  
 
           
Securities Available-for-Sale
The securities available-for-sale portfolio totaled $354.3 million at September 30, 2007, a decrease of 14.7% from December 31, 2006. The portfolio decreased mainly because of a reduction in the size of the balance sheet. Purchases of securities available-for-sale totaled $70.1 million for the nine months ended September 30, 2007. These purchases were made to take advantage of rising rates and the somewhat steeper yield curve. The portfolio is concentrated in United States Government Sponsored Enterprises and Mortgage-backed Securities and had an estimated weighted average remaining life of 1.9 years. Included in U.S. Government and U.S. Government Sponsored Enterprises is one U.S. Government security totaling $2 million.


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Financial Condition (continued)
Securities Held-to-Maturity
The securities held-to-maturity portfolio totaled $242.3 million on September 30, 2007, a decrease of 8.8% from the total on December 31, 2006. The portfolio decreased mainly because of a reduction in the size of the balance sheet. The portfolio is concentrated in United States Government Sponsored Enterprises and Mortgage-backed Securities and had an estimated weighted average remaining life of 1.7 years.
Other Assets
Other assets increased by $3.1 million or 7.5%. Other assets increased mainly because of an increase in the cash surrender value of life insurance policies.
Deposits and Borrowed Funds
On September 30, 2007, deposits totaled $1.11 billion, representing a 12.5% decrease in total deposits from December 31, 2006. Total deposits decreased primarily as a result of decreases in time deposits, money market deposits and demand deposits, offset somewhat by increases in savings and NOW deposits. Time deposits and money market deposits decreased mainly because of decreases in higher rate deposits. The Company competed less aggressively for these types of deposits. Demand deposits decreased mainly because of a decrease in the amount of customer balances necessary to offset service charges. Savings and NOW deposits increased mainly because the Company competed more aggressively for these types of deposits during the first nine months of the year. Borrowed funds totaled $260.0 million compared to $210.0 million at December 31, 2006. Borrowed funds remained relatively stable during the quarter.


Results of Operations
Net Interest Income
For the three months ended September 30, 2007, net interest income totaled $10.1 million compared to $9.4 million for the same period in 2006, an increase of $738,000 or 7.9%. This increase in net interest income is due to an increase of 29 basis points in the net interest margin, from 2.48% on a fully taxable equivalent basis in 2006 to 2.77% on the same basis for 2007. Included in income for the third quarter of 2006 was approximately $354,000 of FHLB stock dividend income. This dividend was for the second and third quarter of 2006 because the FHLB did not declare a dividend in the second quarter of 2006.
For the nine months ended September 30, 2007, net interest income totaled $29.1 million compared to $27.8 million for the same period in 2006, an increase of $1,325,000 or 4.8%. This increase in net interest income is due to an increase of 18 basis points in the net interest margin, from 2.43% on a fully taxable equivalent basis in 2006 to 2.61% on the same basis for 2007. Included in interest income for the nine months ended September 30, 2007 was $432,000 of prepayment fees collected on loans as compared to $95,000 for the comparable 2006 period.
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 relatively flat 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.


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Results of Operations (continued)
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 three-month periods indicated.
                                                 
    Three Months Ended  
    September 30, 2007     September 30, 2006  
    Average             Average     Average             Average  
    Balance     Interest(1)     Yield/Rate     Balance     Interest(1)     Yield/Rate  
    (dollars in thousands)  
Assets
                                               
Interest-earning assets:
                                               
Loans (2)
  $ 733,160     $ 13,664       7.40 %   $ 733,100     $ 13,303       7.22 %
Securities available-for-sale
                                               
Taxable
    356,717       3,554       3.99 %     483,496       4,388       3.63 %
Tax-exempt
    91       1       5.68 %     284       4       4.99 %
Securities held-to-maturity
                                               
Taxable
    252,905       2,299       3.64 %     273,233       2,497       3.66 %
Federal funds sold
    111,674       1,452       5.20 %     27,185       361       5.30 %
Interest bearing deposits in other banks
    116       1       4.47 %     308       3       3.56 %
 
                                       
Total interest earning assets
    1,454,663       20,971       5.73 %     1,517,605       20,556       5.40 %
 
                                           
Non interest-earning assets
    129,613                       125,594                  
Allowance for loan losses
    (9,583 )                     (9,672 )                
 
                                           
Total assets
  $ 1,574,693                     $ 1,633,528                  
 
                                           
 
                                               
Liabilities and Stockholders’ Equity
                                               
Interest bearing deposits:
                                               
NOW account
  $ 204,215     $ 1,089       2.12 %     209,416     $ 1,036       1.96 %
Savings accounts
    110,306       622       2.24 %     88,474       308       1.38 %
Money market accounts
    269,019       2,230       3.29 %     334,657       2,710       3.21 %
Time deposits
    309,570       3,606       4.62 %     358,812       4,158       4.60 %
 
                                       
Total interest-bearing deposits
    893,110       7,547       3.35 %     991,359       8,212       3.29 %
Securities sold under agreements to repurchase
    95,418       884       3.68 %     79,283       795       3.98 %
Other borrowed funds and subordinated debentures
    172,185       2,404       5.53 %     151,618       2,163       5.66 %
 
                                       
Total interest-bearing liabilities
    1,160,713       10,835       3.70 %     1,222,260       11,170       3.63 %
 
                                           
Non interest-bearing liabilities:
                                               
Demand deposits
    278,610                       285,761                  
Other liabilities
    23,454                       20,168                  
 
                                           
Total liabilities
    1,462,777                       1,528,189                  
Stockholders’ equity
    111,916                       105,339                  
 
                                           
Total liabilities & stockholders equity
  $ 1,574,693                     $ 1,633,528                  
 
                                           
Less taxable equivalent adjustment
            (27 )                     (15 )        
 
                                           
Net interest income
          $ 10,109                     $ 9,371          
 
                                           
Net interest spread (3)
                    2.03 %                     1.77 %
Net interest margin (4)
                    2.77 %                     2.48 %
 
(1)   On a fully taxable equivalent basis calculated using a tax rate of 34%.
 
(2)   Nonaccrual loans are included in average amounts outstanding.
 
(3)   Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
 
(4)   Net interest margin represents net interest income as a percentage of average interest-earning assets.


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Results of Operations (continued)
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 nine-month periods indicated.
                                                 
    Nine Months Ended  
    September 30, 2007     September 30, 2006  
    Average             Average     Average             Average  
    Balance     Interest(1)     Yield/Rate     Balance     Interest(1)     Yield/Rate  
    (dollars in thousands)  
Assets
                                               
Interest-earning assets:
                                               
Loans (2)
  $ 724,398     $ 39,802       7.35 %   $ 722,978     $ 38,151       7.06 %
Securities available-for-sale
                                               
Taxable
    372,623       10,557       3.78 %     511,436       13,202       3.44 %
Tax-exempt
    36       1       5.74 %     473       17       4.79 %
Securities held-to-maturity
                                               
Taxable
    258,586       7,044       3.63 %     278,497       7,665       3.67 %
Federal funds sold
    132,241       5,178       5.22 %     11,484       440       5.11 %
Interest bearing deposits in other banks
    166       6       4.57 %     178       5       3.75 %
 
                                       
Total interest earning assets
    1,488,050       62,588       5.61 %     1,525,046       59,480       5.21 %
 
                                           
Non interest-earning assets
    129,543                       122,442                  
Allowance for loan losses
    (9,723 )                     (9,527 )                
 
                                           
Total assets
  $ 1,607,870                     $ 1,637,961                  
 
                                           
 
                                               
Liabilities and Stockholders’ Equity
                                               
Interest bearing deposits:
                                               
NOW account
  $ 204,814     $ 3,265       2.13 %     209,775     $ 2,905       1.85 %
Savings accounts
    105,592       1,630       2.06 %     79,195       521       0.88 %
Money market accounts
    288,192       7,051       3.27 %     323,155       6,849       2.83 %
Time deposits
    347,909       12,262       4.71 %     342,384       11,069       4.32 %
 
                                       
Total interest-bearing deposits
    946,507       24,208       3.42 %     954,509       21,344       2.99 %
Securities sold under agreements to repurchase
    87,582       2,428       3.71 %     70,004       1,995       3.81 %
Other borrowed funds and subordinated debentures
    161,994       6,791       5.60 %     206,535       8,347       5.40 %
 
                                       
Total interest-bearing liabilities
    1,196,083       33,427       3.74 %     1,231,048       31,686       3.44 %
Non interest-bearing liabilities
                                               
Demand deposits
    278,451                       283,089                  
Other liabilities
    23,378                       19,373                  
 
                                           
Total liabilities
    1,497,912                       1,533,510                  
Stockholders’ equity
    109,958                       104,451                  
 
                                           
Total liabilities & stockholders equity
  $ 1,607,870                     $ 1,637,961                  
 
                                           
Less taxable equivalent adjustment
            (61 )                     (19 )        
 
                                           
Net interest income
          $ 29,100                     $ 27,775          
 
                                           
Net interest spread (3)
                    1.87 %                     1.77 %
Net interest margin (4)
                    2.61 %                     2.43 %
 
(1)   On a fully taxable equivalent basis calculated using a tax rate of 34%.
 
(2)   Nonaccrual loans are included in average amounts outstanding.
 
(3)   Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
 
(4)   Net interest margin represents net interest income as a percentage of average interest-earning assets.


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Results of Operations (continued)
    The following table presents certain information on a fully-tax equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to changes in rate and changes in volume.


                                                 
    Three Months Ended September 30, 2007     Nine Months Ended September 30, 2007  
    Compared with     Compared with  
    Three Months Ended September 30, 2006     Nine Months Ended September 30, 2006  
    Increase/(Decrease) Due to Change in     Increase/(Decrease) Due to Change in  
    Volume     Rate     Total     Volume     Rate     Total  
    (In thousands)  
Interest Income:
                                               
Loans
  $ 3     $ 358     $ 361     $ 75     $ 1,576     $ 1,651  
Securities available-for-sale
                                               
Taxable
    (1,233 )     399       (834 )     (3,840 )     1,195       (2,645 )
Tax-exempt
    (3 )           (3 )     (16 )           (16 )
Securities held-to-maturity
                                               
Taxable
    (185 )     (13 )     (198 )     (543 )     (78 )     (621 )
Federal funds sold
    1,099       (8 )     1,091       4,728       10       4,738  
Interest bearing deposits in other banks
    (3 )     1       (2 )           1       1  
 
                                   
Total interest income
    (322 )     737       415       404       2,704       3,108  
 
                                   
Interest expense:
                                               
Deposits:
                                               
NOW accounts
    (26 )     79       53       (70 )     430       360  
Savings accounts
    90       224       314       220       889       1,109  
Money market accounts
    (543 )     63       (480 )     (788 )     990       202  
Time deposits
    (576 )     24       (552 )     181       1,012       1,193  
 
                                   
 
                                               
Total interest-bearing deposits
    (1,055 )     390       (665 )     (457 )     3,321       2,864  
Securities sold under agreements to repurchase
    152       (63 )     89       487       (54 )     433  
Other borrowed funds and subordinated debentures
    291       (50 )     241       (1,854 )     298       (1,556 )
 
                                   
Total interest expense
    (612 )     277       (335 )     (1,824 )     3,565       1,741  
 
                                   
Change in net interest income
  $ 290     $ 460     $ 750     $ 2,228     $ (861 )   $ 1,367  
 
                                   
Provision for Loan Losses
For the three months ended September 30, 2007, the loan loss provision was $300,000 compared to a provision of $225,000 for the same period last year. For the nine months ended September 30, 2007, the loan loss provision was $900,000 compared to a provision of $600,000 for the same period last year. The provision increased mainly because of an increase in net charge-offs and an increase in nonaccruing loans. The Company’s loan loss allowance as a percentage of total loans outstanding has remained relatively stable at 1.30% at September 30, 2007 as compared to 1.32% at December 31, 2006. The coverage ratio remained stable mainly as a result of relative stability in the loan portfolio.
Non-Interest Income and Expense
Other operating income for the quarter ended September 30, 2007 was $4.4 million as compared to $2.7 million for the same period last year. The increase in other operating income was mainly attributable to a $1,321,000 gain on the sale of the building which houses the Company’s Medford Square branch. Also, there was a $234,000 increase in service charges on deposit accounts. Service charges on deposit accounts increased mainly because of an increase in fees charged. Other income increased by $85,000, mainly as a result of increases in foreign ATM transaction fees.


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Results of Operations (continued)
Also, lockbox fees increased by $47,000 as a result of an increase in customer volume.
Other operating income was $10.4 million for nine month period ended September 30, 2007 compared to $8.6 million for the same period last year. The increase in other operating income was mainly attributable to a $1,321,000 gain on the sale of the building which houses the Company’s Medford Square branch. Other income decreased by $425,000 mainly as a result of a gain recognized in the first quarter of 2006 of $600,000 from the sale of rights to future royalty payments for a portion of the Company’s Merchant Credit Card customer base somewhat offset by an increase of $117,000 in foreign ATM transaction fees. Service charges on deposit accounts increased by $665,000 mainly because of an increase in the Company’s customer base. Also, lockbox fees increased by $167,000 due to an increase in customer volume.
For quarter ended September 30, 2007, operating expenses decreased by $116,000 or 1.2% to $9.9 million, from the same period last year. The decrease in operating expenses for the quarter was mainly attributable to a decrease of $253,000 in other expenses, $75,000 in occupancy expenses and $26,000 in equipment somewhat offset by an increase in salaries and employee benefits. Salaries and employee benefits increased mainly as a result of an increase in staffing, salaries and health insurance costs. Other expenses decreased mainly as a result of decreases in bank processing charges and supplies, offset somewhat by increases in software maintenance expense. Occupancy expense decreased mainly because of an increase in rental income. Equipment expense remained relatively stable.
For the nine months ended September 30, 2007, operating expenses increased by $143,000 or 0.5% to $30.5 million, from the same period last year. The increase in operating expenses for the period was mainly attributable to an increase of $489,000 in salaries and employee benefits somewhat offset by decreases of $179,000 in other expenses, $127,000 in occupancy expense and $40,000 in equipment expense. Salaries and employee benefits increased mainly as a result of an increase in staffing, salaries and health insurance costs. Other expenses decreased mainly as a result of a decrease in bank processing charges and legal expense offset somewhat by increases in miscellaneous expenses and software maintenance expense. Occupancy expense decreased mainly because of an increase in rental income. Equipment expense remained relatively stable.
Income Taxes
For the third quarter of 2007, the Company’s income tax expense totaled $1.4 million on pretax income of $4.3 million for an effective tax rate of 33.2%. For last year’s corresponding quarter, the Company’s income tax expense totaled $622,000 on pretax income of $1.8 million for an effective tax rate of 34.2%. The effective income tax rate decreased for the current quarter mainly as a result of an increase in non-taxable income compared to the third quarter of the prior year. For the first nine months of 2007, the Company’s income tax expense totaled $2.6 million on pretax income of $8.1 million for an effective tax rate of 31.9%. For last year’s corresponding period, the Company’s income tax expense totaled $1.9 million on pretax income of $5.5 million for an effective tax rate of 34.0%. The effective income tax rate decreased for the nine month period mainly as a result of an increase in non-taxable income compared to last year.


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Item 3. Quantitative and Qualitative Disclosure about Market Risk
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 increase or decrease in interest rates may adversely impact the Company’s earnings to the extent that the interest rates tied to specific 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. 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. Management believes that there have been no material changes in the interest rate risk reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission. The information is contained in the Form 10-K within the Market Risk and Asset Liability Management section of Management’s Discussion and Analysis of Results of Operations and Financial Condition.


Item 4. Controls and Procedures
The Company’s management, with participation of the Company’s principal executive and financial officers, has evaluated its disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, the Company’s management, with participation of its principal executive and financial officers, have concluded that the Company’s disclosure controls and procedures effectively ensure that information required to be disclosed in the Company’s filings and submissions with the Securities and Exchange Commission under the Exchange Act is accumulated and reported to Company management (including the principal executive officers and the principal financial officer) as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. In addition, the Company has evaluated its internal control over financial reporting and during the third quarter of 2007 there has been no change in its internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


Part II — Other Information
Item 1
Legal proceedings — At the present time, the Company is not engaged in any legal proceedings which, if adversely determined to the Company, would have a material adverse impact on the Company’s financial condition or results of operations. From time to time, the Company is party to routine legal proceedings within the normal course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition and results of operation.

Item 1A
Risk Factors — Please read “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. These risks are not the only ones facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely effect the Company’s business, financial condition and operating results.

Item 2
Unregistered Sales of Equity Securities and Use of Proceeds — None


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Item 3
Defaults Upon Senior Securities — None

Item 4
Submission of Matters to a Vote of Security Holders — None

Item 5
Other Information — On August 17, 2007, the Company sold the building which houses one of its branches located at 55 High Street, Medford, Massachusetts for $1.5 million at market terms. This property was sold to C&S Capital Properties, LLC, an entity affiliated with Joseph J. Senna, Esq., who is a director of the Company. The Bank financed $1.0 million of this purchase at market terms. This sale resulted in a pre-tax gain of $1.3 million.
The Bank is relocating this branch to 1 Salem Street (formerly 3 Salem Street), Medford, Massachusetts. As previously disclosed in the Company’s June 30, 2007 Form 10-Q, this property will be leased from Sloane Enterprises, LLC, an entity affiliated with Marshall M. Sloane, Chairman of the Board of the Company. The lease will be for a period of fifteen years. The annual base rent amount will be $28,500 with annual increases based on the consumer price index, but not less than 2% per year. The Company is also required to pay 25% of all real estate taxes and operating costs. The lease contains options to extend the lease for three additional five year periods. The lease was effective on September 1, 2007. The terms of the lease were based on an independent appraisal of the property and are considered to be market terms.
Until such time as 1 Salem Street is opened as a branch, 55 High Street will be leased to the Bank as a tenant-at-will at market terms. It is anticipated that the new branch will be opened during the second or third quarter of 2008. The relocation of the branch is subject to customary regulatory approvals.

Item 6
Exhibits
3.1 Certificate of Incorporation of Century Bancorp, Inc., incorporated by reference previously filed with registrant’s initial registration statement on Form S-1 dated May 20, 1987 (Registration No. 33-13281).
3.2 Bylaws of Century Bancorp, Inc. as amended on October 9, 2007.
31.1 Certification of Co-President and Co-Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.
31.2 Certification of Co-President and Co-Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.
31.3 Certification of Chief Financial Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.
32.1 Certification of Co-President and Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Co-President and Co-Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
             
Date: November 8, 2007
      Century Bancorp, Inc    
 
           
/s/ Barry R. Sloane
     
/s/ Jonathan G. Sloane
   
Barry R. Sloane
      Jonathan G. Sloane    
Co-President & Co-Chief Executive Officer
      Co-President & Co-Chief Executive Officer    
 
           
/s/ William P. Hornby
     
 
   
William P. Hornby, CPA
           
Treasurer
           
(Principal Accounting Officer)
           

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