Edgar Filing: CENTURY BANCORP INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014.

¨	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 Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ 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):

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

As of October 31, 2014, the Registrant had outstanding:


Class A Common Stock, $1.00 par value			3,600,729 Shares
Class B Common Stock, $1.00 par value			1,967,180 Shares

Page 1 of 42

Century Bancorp, Inc.


	Index	Page Number

Part I	Financial Information

	Forward Looking Statements	3

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets: September 30, 2014 and December 31, 2013	4

	Consolidated Statements of Income: Three months and nine months ended September 30, 2014 and 2013	5

	Consolidated Statements of Comprehensive Income: Three months and nine months ended September 30, 2014 and 2013	6

	Consolidated Statements of Changes in Stockholders’ Equity: Nine months ended September 30, 2014 and 2013	7

	Consolidated Statements of Cash Flows: Nine months ended September 30, 2014 and 2013	8

	Notes to Consolidated Financial Statements	9-29

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29-40

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

Part II.	Other Information

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40-41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 5.	Other Information	41
Item 6.	Exhibits	41

Signatures		42

Exhibits	Ex-31.1
	Ex-31.2
	Ex-32.1
	Ex-32.2
	Ex-101 Instance Document
	Ex-101 Schema Document
	Ex-101 Calculation Linkbase Document
	Ex-101 Labels Linkbase Document
	Ex-101 Presentation Linkbase Document
	Ex-101 Definition Linkbase Document

Page 2 of 42

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.

Page 3 of 42

PART I - Item 1

Century Bancorp, Inc.

Consolidated Balance Sheets (unaudited)

(In thousands, except share data)


	September 30, 2014			December 31, 2013
Assets
Cash and due from banks	$	57,425		$	59,956
Federal funds sold and interest-bearing deposits in other banks		103,537			34,722

Total cash and cash equivalents		160,962			94,678

Short-term investments		2,125			4,617

Securities available-for-sale, amortized cost $489,876 and $465,943, respectively		490,683			464,245
Securities held-to-maturity, fair value $1,463,535 and $1,464,449, respectively		1,471,137			1,487,884
Federal Home Loan Bank of Boston stock, at cost		22,231			18,072

Loans held-for-sale		16,279			—
Loans, net:
Commercial and industrial		152,823			76,675
Municipal		36,624			32,737
Construction and land development		25,339			33,058
Commercial real estate		695,074			696,317
Residential real estate		268,927			286,041
Home equity		147,593			130,277
Consumer and other		10,253			9,658

Total loans, net		1,336,633			1,264,763
Less: allowance for loan losses		22,469			20,941

Net loans		1,314,164			1,243,822

Bank premises and equipment		23,451			23,400
Accrued interest receivable		6,317			6,539
Goodwill		2,714			2,714
Other assets		87,350			85,183

Total assets	$	3,597,413		$	3,431,154

Liabilities

Deposits:
Demand deposits	$	496,583		$	475,862
Savings and NOW deposits		1,015,626			992,796
Money Market Accounts		907,457			864,957
Time deposits		370,779			382,224

Total deposits		2,790,445			2,715,839

Securities sold under agreements to repurchase		195,100			214,440
Other borrowed funds		337,500			255,144
Subordinated debentures		36,083			36,083
Due to broker		7,613			—
Other liabilities		35,078			33,176

Total liabilities		3,401,819			3,254,682

Stockholders’ Equity
Preferred stock - $1.00 par value; 100,000 shares authorized; no shares issued and outstanding		—			—
Class A common stock, $1.00 par value per share; authorized 10,000,000 shares; issued 3,599,729 shares and 3,580,404 shares, respectively		3,600			3,580
Class B common stock, $1.00 par value per share; authorized 5,000,000 shares; issued 1,967,180 and 1,976,180 shares, respectively		1,967			1,976
Additional paid-in capital		12,250			11,932
Retained earnings		195,338			180,747

		213,155			198,235
Unrealized gains (losses) on securities available-for-sale, net of taxes		464			(1,045	)
Unrealized losses on securities transferred to held-to-maturity, net of taxes		(11,143	)		(13,667	)
Pension liability, net of taxes		(6,882	)		(7,051	)

Total accumulated other comprehensive loss, net of taxes		(17,561	)		(21,763	)

Total stockholders’ equity		195,594			176,472

Total liabilities and stockholders’ equity	$	3,597,413		$	3,431,154

Page 4 of 42

Century Bancorp, Inc.

Consolidated Statements of Income (unaudited)

(In thousands, except share data)


	Three months ended September 30,				Nine months ended September 30,
	2014		2013		2014		2013
Interest income
Loans	$	12,708	$	12,856	$	37,768	$	36,734
Securities held-to-maturity		8,104		6,181		23,904		9,120
Securities available-for-sale		752		1,392		2,366		12,580
Federal funds sold and interest-bearing deposits in other banks		60		120		271		384

Total interest income		21,624		20,549		64,309		58,818


Interest expense
Savings and NOW deposits		642		674		1,911		1,933
Money market accounts		725		681		2,033		1,795
Time deposits		1,089		1,089		3,315		3,657
Securities sold under agreements to repurchase		90		89		284		268
Other borrowed funds and subordinated debentures		2,333		2,218		6,753		6,310

Total interest expense		4,879		4,751		14,296		13,963

Net interest income		16,745		15,798		50,013		44,855

Provision for loan losses		600		750		1,650		2,250

Net interest income after provision for loan losses		16,145		15,048		48,363		42,605

Other operating income
Service charges on deposit accounts		2,022		2,064		6,068		6,040
Lockbox fees		723		736		2,345		2,346
Net gains on sales of investments		—		1,001		—		2,665
Gains on sales of mortgage loans held for sale		133		247		221		1,238
Other income		880		726		2,209		2,140

Total other operating income		3,758		4,774		10,843		14,429

Operating expenses
Salaries and employee benefits		8,681		8,858		26,332		25,858
Occupancy		1,341		1,240		4,105		3,715
Equipment		552		554		1,709		1,746
FDIC assessments		502		462		1,476		1,312
Other		2,900		2,881		8,602		8,491

Total operating expenses		13,976		13,995		42,224		41,122

Income before income taxes		5,927		5,827		16,982		15,912

Provision for income taxes		221		308		745		891

Net income	$	5,706	$	5,519	$	16,237	$	15,021

Share data:
Weighted average number of shares outstanding, basic
Class A		3,594,583		3,578,400		3,588,728		3,574,109
Class B		1,967,180		1,978,180		1,969,647		1,982,413
Weighted average number of shares outstanding, diluted
Class A		5,563,278		5,558,031		5,559,909		5,557,783
Class B		1,967,180		1,978,180		1,969,647		1,982,413
Basic earnings per share:
Class A	$	1.25	$	1.21	$	3.55	$	3.29
Class B	$	0.62	$	0.60	$	1.78	$	1.64
Diluted earnings per share
Class A	$	1.03	$	0.99	$	2.92	$	2.70
Class B	$	0.62	$	0.60	$	1.78	$	1.64

See accompanying notes to unaudited consolidated interim financial statements.

Page 5 of 42

Century Bancorp, Inc.

Consolidated Statements of Comprehensive Income (unaudited)

(In thousands)


	Three months ended September 30,
	2014		2013
Net income	$	5,706	$	5,519
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized gains (losses) arising and transferred during period		1,004		(4,968	)
Less: reclassification adjustment for gains included in net income		—		(1,001	)

Total unrealized gains (losses) on securities		1,004		(5,969	)
Accretion of net unrealized losses transferred		792		910

Defined benefit pension plans:
Amortization of prior service cost and loss included in net periodic benefit cost		56		173

Other comprehensive income (loss)		1,852		(4,886	)

Comprehensive income (loss)	$	7,558	$	633


	Nine months ended September 30,
	2014		2013
Net income	$	16,237	$	15,021
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities:
Unrealized gains (losses) arising and transferred during period		1,509		(25,857	)
Less: reclassification adjustment for gains included in net income		—		(2,665	)

Total unrealized gains (losses) on securities		1,509		(28,522	)
Accretion of net unrealized losses transferred		2,524		910

Defined benefit pension plans:
Amortization of prior service cost and loss included in net periodic benefit cost		169		520

Other comprehensive income (loss)		4,202		(27,092	)

Comprehensive income (loss)	$	20,439	$	(12,071	)

See accompanying notes to unaudited consolidated interim financial statements.

Page 6 of 42

Century Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

For the Nine Months Ended September 30, 2014 and 2013


	Class A Common Stock		Class B Common Stock			Additional Paid-In Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	(In thousands)
Balance at December 31, 2012	$	3,568	$	1,986		$	11,891	$	162,892		$	(347	)	$	179,990
Net income		—		—			—		15,021			—			15,021
Other comprehensive income, net of tax:
Unrealized holding (losses) gains arising during period, net of $8,266 in taxes and $2,665 in realized net gains		—		—			—		—			(12,969	)		(12,969	)
Unrealized losses on securities transferred to held-to-maturity net of $9,206 in taxes												(14,643	)		(14,643	)
Pension liability adjustment, net of $346 in taxes		—		—			—		—			520			520
Conversion of class B common stock to class A common stock, 8,700 shares		8		(8	)
Stock options exercised, 1,625 shares		2		—			41		—			—			43
Cash dividends paid, Class A common stock, $.36 per share		—		—			—		(1,285	)		—			(1,285	)
Cash dividends paid, Class B common stock, $.18 per share		—		—			—		(357	)		—			(357	)

Balance at September 30, 2013	$	3,578	$	1,978		$	11,932	$	176,271		$	(27,439	)	$	166,320

Balance at December 31, 2013	$	3,580	$	1,976		$	11,932	$	180,747		$	(21,763	)	$	176,472
Net income		—		—			—		16,237			—			16,237
Other comprehensive income, net of tax:
Unrealized holding gains arising during period, net of $996 in taxes		—		—			—		—			1,509			1,509
Accretion of unrealized losses on securities transferred to held-to-maturity, net of $1,485 in taxes												2,524			2,524
Pension liability adjustment, net of $113 in taxes		—		—			—		—			169			169
Conversion of class B common stock to class A common stock, 9,000 shares		9		(9	)		—		—			—			—
Stock options exercised, 10,325 shares		11		—			318		—			—			329
Cash dividends paid, Class A common stock, $.36 per share		—		—			—		(1,290	)		—			(1,290	)
Cash dividends paid, Class B common stock, $.18 per share		—		—			—		(356	)		—			(356	)

Balance at September 30, 2014	$	3,600	$	1,967		$	12,250	$	195,338		$	(17,561	)	$	195,594

See accompanying notes to unaudited consolidated interim financial statements.

Page 7 of 42

Century Bancorp, Inc.

Consolidated Statements of Cash Flows (unaudited)

(In thousands)


	Nine months ended September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	16,237		$	15,021
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sales of mortgage loans held for sale		(221	)		(1,238	)
Net gain on sales of investments		—			(2,665	)
Provision for loan losses		1,650			2,250
Deferred income taxes		(2,648	)		(1,297	)
Net depreciation and amortization		2,337			4,421
Decrease(increase) in accrued interest receivable		222			(265	)
Increase in other assets		(2,238	)		(4,321	)
Increase in other liabilities		2,184			3,527

Net cash provided by operating activities		17,523			15,433

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of short-term investments		3,561			16,317
Purchase of short-term investments		(1,069	)		(8,561	)
Proceeds from calls/maturities of securities available-for-sale		112,242			228,212
Proceeds from sales of securities available-for-sale		—			216,078
Purchase of securities available-for-sale		(132,953	)		(536,612	)
Proceeds from calls/maturities of securities held-to-maturity		183,533			79,249
Purchase of securities held-to-maturity		(163,064	)		(190,718	)
Net increase in loans		(101,378	)		(182,406	)
Proceeds from sales of portfolio loans		13,364			64,219
Capital expenditures		(1,780	)		(1,232	)

Net cash used in investing activities		(87,544	)		(315,454	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in time deposits		(11,445	)		(68,433	)
Net increase in demand, savings, money market and NOW deposits		86,051			311,489
Net proceeds from exercise of stock options		329			43
Cash dividends		(1,646	)		(1,642	)
Net decrease in securities sold under agreements to repurchase		(19,340	)		(6,230	)
Net increase in other borrowed funds		82,356			46,000

Net cash provided by financing activities		136,305			281,227

Net increase (decrease) in cash and cash equivalents		66,284			(18,794	)
Cash and cash equivalents at beginning of period		94,678			152,283

Cash and cash equivalents at end of period	$	160,962		$	133,489

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	14,295		$	13,993
Income taxes		2,807			2,898
Change in unrealized gains (losses) on securities available-for-sale, net of taxes		1,509			(12,969	)
Change in unrealized losses on securities transferred to held-to-maturity, net of taxes		2,524			(14,643	)
Pension liability adjustment, net of taxes		169			520
Due to broker		7,613			3,086
Transfer of securities available-for-sale to held-to-maturity		—			987,037

See accompanying notes to unaudited consolidated interim financial statements.

Page 8 of 42

Century Bancorp, Inc.

Notes to Unaudited Consolidated Interim Financial Statements

Nine Months Ended September 30, 2014 and 2013

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”), 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. 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, 2013, as 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, 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.

Page 9 of 42

Note 2. 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 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

Page 10 of 42

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 risk-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.

Note 3. Stock Option Accounting

Stock option activity under the Company’s stock option plan for the nine months ended September 30, 2014 is as follows:


	Amount			Weighted Average Exercise Price
Shares under option:
Outstanding at beginning of year		20,225		$	31.82

Exercised		(10,325	)		31.83
Forfeited		(8,900	)		31.83

Outstanding at end of period		1,000		$	31.60

Exercisable at end of period		1,000		$	31.60

Available to be granted at end of period		233,784

On September 30, 2014, the outstanding options to purchase 1,000 shares of Class A common stock has an exercise price of $31.60 with a weighted average exercise price of $31.60 and a weighted average remaining contractual life of 13 days. The intrinsic value of options exercisable at September 30, 2014 had an aggregate value of $3,020. The intrinsic value of options exercised at September 30, 2014 had an aggregate value of $28,807.

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 2014.

Note 4. Securities Available-for-Sale


	September 30, 2014								December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	( In thousands)
U.S. Treasury	$	1,999	$	2	$	—	$	2,001	$	1,997	$	1	$	—	$	1,998
U.S. Government Sponsored Enterprises		—		—		—		—		9,995		9		—		10,004
Small Business Administration		6,787		42		—		6,829		7,270		32		—		7,302
U.S. Government Agency and Sponsored Enterprises Mortgage Backed Securities		391,721		2,185		623		393,283		404,103		588		1,501		403,190
Privately Issued Residential Mortgage Backed Securities		1,993		9		11		1,991		2,294		6		23		2,277
Obligations Issued by States and Political Subdivisions		83,749		2		873		82,878		37,578		15		870		36,723

Other Debt Securities		3,300		5		109		3,196		2,300		—		125		2,175
Equity Securities		327		178		—		505		406		170		—		576

Total	$	489,876	$	2,423	$	1,616	$	490,683	$	465,943	$	821	$	2,519	$	464,245

Page 11 of 42

During the third quarter of 2013, securities available-for-sale with an amortized cost of $1,012,370,000 were transferred to securities held-to-maturity at their fair value of $987,037,000 in response to rising interest rates. Rising interest rates have the potential to increase unrealized losses on the available-for-sale portfolio. The transfer was implemented to lessen the effects of rising interest rates.

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 $333,036,000 and $368,137,000 at September 30, 2014 and December 31, 2013, respectively. Also included in securities available-for-sale are securities pledged for borrowing at the Federal Home Loan Bank of Boston amounting to $21,706,000 and $12,214,000 at September 30, 2014 and December 31, 2013, respectively. There were no realized gains on sales of investments for the nine months ended September 30, 2014. The Company realized gross gains of $2,665,000 from the proceeds of $216,078,000 from the sales of available-for-sale securities for the nine months ended September 30, 2013.

Debt securities of Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac.

The following table shows the maturity distribution of the Company’s securities available-for-sale at September 30, 2014.


	Amortized Cost		Fair Value
	( In thousands)
Within one year	$	77,321	$	77,322
After one but within five years		175,594		176,505
After five but within ten years		226,116		226,788
More than 10 years		9,018		8,172
Non-maturing		1,827		1,896

Total	$	489,876	$	490,683

The weighted average remaining life of investment securities available-for-sale at September 30, 2014 was 4.4 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.

As of September 30, 2014 and December 31, 2013, 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.

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

Page 12 of 42

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.

The following table shows the temporarily impaired securities of the Company’s available-for-sale portfolio at September 30, 2014. 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. There are 3 and 17 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 257 holdings at September 30, 2014.


	September 30, 2014
	Less than 12 months				12 months or longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In thousands)
U.S. Government Sponsored Enterprises	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Government Agency and Sponsored Enterprises Mortgage Backed Securities		20,768		99		99,716		524		120,484		623
Privately Issued Residential Mortgage Backed Securities		—		—		737		11		737		11
Obligations Issued by States and Political Subdivisions		—		—		3,820		873		3,820		873
Other Debt Securities		—		—		1,390		109		1,390		109

Total temporarily impaired securities	$	20,768	$	99	$	105,663	$	1,517	$	126,431	$	1,616

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. 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.


	December 31, 2013
	Less than 12 months				12 months or longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	(In thousands)
U.S. Government Sponsored Enterprises	$	—	$	—	$	—	$	—	$	—	$	—
U.S. Government Agency and Sponsored Enterprises Mortgage Backed Securities		289,709		1, 352		24,557		149		314,266		1,501
Privately Issued Residential Mortgage Backed Securities		1,486		23		—		—		1,486		23
Obligations Issued by States and Political Subdivisions		—		—		3,820		870		3,820		870
Other Debt Securities		—		—		1,376		125		1,376		125

Total temporarily impaired securities	$	291,195	$	1,375	$	29,753	$	1,144	$	320,948	$	2,519

Note 5. Investment Securities Held-to-Maturity


	September 30, 2014								December 31, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In thousands)
U.S. Government Sponsored Enterprises	$	291,158	$	1,377	$	870	$	291,665	$	291,779	$	185	$	5,043	$	286,921
U.S. Government Agency and Sponsored Enterprises Mortgage Backed Securities		1,179,979		6,408		14,517		1,171,870		1,196,105		2,239		20,816		1,177,528

Total	$	1,471,137	$	7,785	$	15,387	$	1,463,535	$	1,487,884	$	2,424	$	25,859	$	1,464,449

Page 13 of 42

Included in U.S. Government and Agency Securities are securities pledged to secure public deposits and repurchase agreements at fair value amounting to $839,764,000 and $732,144,000 at September 30, 2014 and December 31, 2013, respectively. Also included are securities pledged for borrowing at the Federal Home Loan Bank of Boston at fair value amounting to $466,789,000 and $510,060,000 at September 30, 2014 and December 31, 2013, respectively.

At September 30, 2014 and December 31, 2013, all mortgage-backed securities are obligations of U.S. Government Agencies and Government Sponsored Enterprises. Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac.

The following table shows the maturity distribution of the Company’s securities held-to-maturity at September 30, 2014.


	Amortized Cost		Fair Value
	( In thousands)
Within one year	$	4,168	$	4,230
After one but within five years		988,565		983,567
After five but within ten years		477,606		474,921
More than ten years		798		817

Total	$	1,471,137	$	1,463,535

The weighted average remaining life of investment securities held-to-maturity at September 30, 2014 was 4.7 years. Included in the weighted average remaining life calculation at September 30, 2014 were $213,343,000 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.

As of September 30, 2014 and December 31, 2013, 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 likely 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 likely 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 September 30, 2014 and December 31, 2013.

The following table shows the temporarily impaired securities of the Company’s held-to-maturity portfolio at September 30, 2014. 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. There are 84 and 53 securities that are temporarily impaired for less than 12 months and for 12 months or longer, respectively, out of a total of 305 holdings at September 30, 2014.

Page 14 of 42

September 30, 2014

Less Than 12 Months

12 Months or Longer

Total

Temporarily Impaired Investments

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

(Dollars in thousands)

U.S. Government Sponsored Enterprises

105,032

507

14,637

363

119,669

870

U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities

422,503

4,626

346,611

9,891

769,114

14,517

Total temporarily impaired securities

527,535

5,133

361,248

10,254

888,783

15,387

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. 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 December 31, 2013.


	December 31, 2013
	Less Than 12 Months				12 Months or Longer				Total
Temporarily Impaired Investments	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
	( In thousands)
U.S. Government Sponsored Enterprises	$	232,535	$	5,043	$	—	$	—	$	232,535	$	5,043
U.S. Government Agency and Sponsored Enterprise Mortgage-Backed Securities		931,180		18,654		80,362		2,162		1,011,542		20,816

Total temporarily impaired securities	$	1,163,715	$	23,697	$	80,362	$	2,162	$	1,244,077	$	25,859

Note 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 periods indicated.


	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
	(in thousands)
Allowance for loan losses, beginning of period	$	21,722		$	20,500		$	20,941		$	19,197
Loans charged off		(163	)		(149	)		(705	)		(682	)
Recoveries on loans previously charged-off		310			149			583			485

Net charge-offs		147			—			(122	)		(197	)
Provision charged to expense		600			750			1,650			2,250

Allowance for loan losses, end of period	$	22,469		$	21,250		$	22,469		$	21,250

Page 15 of 42

Further information pertaining to the allowance for loan losses for the three months ending September 30, 2014 follows:


	Construction and Land Development			Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer			Home Equity			Unallocated			Total
	(Dollars in thousands)
Allowance for loan losses:
Balance at June 30, 2014	$	2,045		$	2,915		$	11,975		$	1,927		$	428		$	915		$	1,517		$	21,722
Charge-offs		—			(37	)		—			—			(126	)		—			—			(163	)
Recoveries		—			115			1			6			106			82			—			310
Provision		(39	)		2,396			(1,116	)		(132	)		46			(41	)		(514	)		600

Ending balance at September 30, 2014	$	2,006		$	5,389		$	10,860		$	1,801		$	454		$	956		$	1,003		$	22,469

Amount of allowance for loan losses for loans deemed to be impaired	$	272		$	348		$	648		$	152		$	—		$	93		$	—			1,513

Amount of allowance for loan losses for loans not deemed to be impaired	$	1,734		$	5,041		$	10,212		$	1,649		$	454		$	863		$	1,003		$	20,956

Loans:
Ending balance	$	25,339		$	181,627		$	702,894		$	268,927		$	10,253		$	147,593		$	—		$	1,336,633

Loans deemed to be impaired	$	354		$	1,096		$	4,740		$	1,549		$	—		$	93		$	—		$	7,832

Loans not deemed to be impaired	$	24,985		$	180,531		$	698,154		$	267,378		$	10,253		$	147,500		$	—		$	1,328,801

Further information pertaining to the allowance for loan losses for the nine months ending September 30, 2014 follows:


	Construction and Land Development			Commercial and Industrial			Commercial Real Estate			Residential Real Estate			Consumer			Home Equity			Unallocated			Total
	(Dollars in thousands)
Allowance for loan losses:
Balance at December 31, 2013	$	2,174		$	2,989		$	11,218		$	2,006		$	432		$	959		$	1,163		$	20,941
Charge-offs		(250	)		(51	)		—			—			(404	)		—			—			(705	)
Recoveries		—			164			5			26			305			83			—			583
Provision		82			2,287			(363	)		(231	)		121			(86	)		(160	)		1,650

Ending balance at September 30, 2014	$	2,006		$	5,389		$	10,860		$	1,801		$	454		$	956		$	1,003		$	22,469

Amount of allowance for loan losses for loans deemed to be impaired	$	272		$	348		$	648		$	152		$	—		$	93		$	—			1,513

Amount of allowance for loan losses for loans not deemed to be impaired	$	1,734		$	5,041		$	10,212		$	1,649		$	454		$	863		$	1,003		$	20,956

Loans:
Ending balance	$	25,339		$	181,627		$	702,894		$	268,927		$	10,253		$	147,593		$	—		$	1,336,633

Loans deemed to be impaired	$	354		$	1,096		$	4,740		$	1,549		$	—		$	93		$	—		$	7,832

Loans not deemed to be impaired	$	24,985		$	180,531		$	698,154		$	267,378		$	10,253		$	147,500		$	—		$	1,328,801

Page 16 of 42

Further information pertaining to the allowance for loan losses for the three months ending September 30, 2013 follows:


	Construction and Land Development			Commercial and Industrial			Commercial Real Estate		Residential Real Estate		Consumer			Home Equity		Unallocated			Total
	(Dollars in thousands)
Allowance for loan losses:

Balance at June 30, 2013	$	3,241		$	3,215		$	9,424	$	2,030	$	363		$	932	$	1,295		$	20,500
Charge-offs		—			—			—		—		(149	)		—		—			(149	)
Recoveries		—			42			2		4		101			—		—			149
Provision		(114	)		(534	)		1,162		176		76			17		(33	)		750

Ending balance at September 30, 2013	$	3,127		$	2,723		$	10,588	$	2,210	$	391		$	949	$	1 ,262		$	21,250

Amount of allowance for loan losses for loans deemed to be impaired	$	1,000		$	90		$	445	$	139	$	—		$	95	$	—			1,769

Amount of allowance for loan losses for loans not deemed to be impaired	$	2,127		$	2,633		$	10,143	$	2,071	$	391		$	854	$	1,262		$	19,481

Loans:
Ending balance	$	32,750		$	87,468		$	666,166	$	309,291	$	8,728		$	126,645	$	—		$	1,231,048

Loans deemed to be impaired	$	1,500		$	1,132		$	4,688	$	1,151	$	—		$	95	$	—		$	8,566

Loans not deemed to be impaired	$	31,250		$	86,336		$	661,478	$	308,140	$	8,728		$	126,550	$	—		$	1,222,482

Further information pertaining to the allowance for loan losses for the nine months ending September 30, 2013 follows:


	Construction and Land Development		Commercial 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	$	3,041	$	3,118		$	9,065	$	1,994	$	333		$	886	$	760	$	19,197
Charge-offs		—		(234	)		—		—		(448	)		—		—		(682	)
Recoveries		—		163			5		9		307			1		—		485
Provision		86		(324	)		1,518		207		199			62		502		2,250

Ending balance at September 30, 2013	$	3,127	$	2,723		$	10,588	$	2,210	$	391		$	949	$	1 ,262	$	21,250

Amount of allowance for loan losses for loans deemed to be impaired	$	1,000	$	90		$	445	$	139	$	—		$	95	$	—		1,769

Amount of allowance for loan losses for loans not deemed to be impaired	$	2,127	$	2,633		$	10,143	$	2,071	$	391		$	854	$	1,262	$	19,481

Loans:
Ending balance	$	32,750	$	87,468		$	666,166	$	309,291	$	8,728		$	126,645	$	—	$	1,231,048

Loans deemed to be impaired	$	1,500	$	1,132		$	4,688	$	1,151	$	—		$	95	$	—	$	8,566

Loans not deemed to be impaired	$	31,250	$	86,336		$	661,478	$	308,140	$	8,728		$	126,550	$	—	$	1,222,482

Page 17 of 42

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 September 30, 2014 and 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 September 30, 2014 and 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 September 30, 2014 and 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.

The following table presents the Company’s loans by risk rating at September 30, 2014.

Construction
and land
development

Commercial
and
industrial

Commercial
real
estate

(Dollars in thousands)

Grade:

1-3 (Pass)

17,808

180,059

697,509

4 (Monitor)

7,177

472

645

5 (Substandard)

—

6 (Doubtful)

—

Impaired

354

1,096

4,740

Total

25,339

181,627

702,894

The following table presents the Company’s loans by risk rating at December 31, 2013.


	Construction and land development		Commercial and industrial		Commercial real estate
	(Dollars in thousands)
Grade:
1-3 (Pass)	$	25,138	$	90,563	$	707,461
4 (Monitor)		7,312		472		1,346
5 (Substandard)		—		—		—
6 (Doubtful)		—		—		—
Impaired		608		1,367		4,520

Total	$	33,058	$	92,402	$	713,327

The Company utilized payment performance as credit quality indicators for residential real estate, consumer and overdrafts, and the home equity portfolio. The indicators are depicted in the table “aging of past due loans,” below.

Page 18 of 42

Further information pertaining to the allowance for loan losses at September 30, 2014 follows:

Accruing
30-89 Days
Past Due

Non Accrual

Accrual
Greater
Than
90 Days

Total
Past Due

Current Loans

Total

(Dollars in thousands)

Construction and land development

—

354

—

354

24,985

25,339

Commercial and industrial

895

418

—

1,313

180,314

181,627

Commercial real estate

1,608

2,787

—

4,395

698,499

702,894

Residential real estate

378

2,197

—

2,575

266,352

268,927

Consumer and overdrafts

—

10,240

10,253

Home equity

1,072

254

—

1,326

146,267

147,593

Total

3,958

6,018

—

9,976

1,326,657

1,336,633

Further information pertaining to the allowance for loan losses at December 31, 2013 follows:


	Accruing 30-89 Days Past Due		Non Accrual		Accrual Greater Than 90 Days		Total Past Due		Current Loans		Total
					(Dollars in thousands)
Construction and land development	$	—	$	500	$	—	$	500	$	32,558	$	33,058
Commercial and industrial		112		706		—		818		91,584		92,402
Commercial real estate		1,496		306		—		1,802		711,525		713,327
Residential real estate		2,232		1,034		—		3,266		282,775		286,041
Consumer and overdrafts		11		3		—		14		9,644		9,658
Home equity		1,710		—		—		1,710		128,567		130,277

Total	$	5,561	$	2,549	$	—	$	8,110	$	1,256,653	$	1,264,763

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 collectability of the loan’s principal is not probable. The specific factors that management considers in making the determination that the collectability 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 consolidated financial statements contained in the Company’s Annual Report for the fiscal year ended December 31, 2013.

Page 19 of 42

The following is information pertaining to impaired loans for September 30, 2014:


	Carrying Value		Unpaid Principal Balance		Required Reserve		Average Carrying Value For 3 Months Ending 9/30/14		Interest Income Recognized For 3 Months Ending 9/30/14		Average Carrying Value For 9 Months Ending 9/30/14		Interest Income Recognized For 9 Months Ending 9/30/14
	(Dollars in thousands)
With no required reserve recorded:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	225	$	—
Commercial and industrial		11		42		—		11		—		53		—
Commercial real estate		392		396		—		396		—		175		—
Residential real estate		—		—		—		18		—		72		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—

Total	$	403	$	438	$	—	$	425	$	—	$	525	$	—

With required reserve recorded:
Construction and land development	$	354	$	3,400	$	272	$	355	$	—	$	207	$	—
Commercial and industrial		1,085		1,337		348		1,078		8		1,095		24
Commercial real estate		4,348		4,440		648		4,492		39		4,443		113
Residential real estate		1,549		1,549		152		1,536		3		1,193		8
Consumer		—		—		—		—		—		—		—
Home equity		93		93		93		93		—		94		—

Total	$	7,429	$	10,819	$	1,513	$	7,554	$	50	$	7,032	$	145

Total:
Construction and land development	$	354	$	3,400	$	272	$	355	$	—	$	432	$	—
Commercial and industrial		1,096		1,379		348		1,089		8		1,148		24
Commercial real estate		4,740		4,836		648		4,888		39		4,618		113
Residential real estate		1,549		1,549		152		1,554		3		1,265		8
Consumer		—		—		—		—		—		—		—
Home equity		93		93		93		93		—		94		—

Total	$	7,832	$	11,257	$	1,513	$	7,979	$	50	$	7,557	$	145

The following is information pertaining to impaired loans for September 30, 2013:


	Carrying Value		Unpaid Principal Balance		Required Reserve		Average Carrying Value For 3 Months Ending 9/30/13		Interest Income Recognized For 3 Months Ending 9/30/13		Average Carrying Value For 9 Months Ending 9/30/13		Interest Income Recognized For 9 Months Ending 9/30/13
	(Dollars in thousands)
With no required reserve recorded:
Construction and land development	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Commercial and industrial		264		294		—		239		—		390		1
Commercial real estate		218		218		—		126		—		133		—
Residential real estate		254		263		—		260		—		145		—
Consumer		—		—		—		—		—		—		—
Home equity		—		—		—		—		—		—		—

Total	$	736	$	775	$	—	$	625	$	1	$	668	$	1

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With required reserve recorded:
Construction and land development	$	1,500	$	3,292	$	1,000	$	1,500	$	—	$	1,500	$	—
Commercial and industrial		868		1,101		90		885		12		864		29
Commercial real estate		4,470		4,558		445		2,796		26		2,394		72
Residential real estate		897		979		139		901		—		853		—
Consumer		—		—		—		—		—		—		—
Home equity		95		95		95		95		—		96		—

Total	$	7,830	$	10,025	$	1,769	$	6,177	$	38	$	5,707	$	101

Total:
Construction and land development	$	1,500	$	3,292	$	1,000	$	1,500	$	—	$	1,500	$	—
Commercial and industrial		1,132		1,395		90		1,124		12		1,254		30
Commercial real estate		4,688		4,776		445		2,922		26		2,527		72
Residential real estate		1,151		1,242		139		1,161		—		998		—
Consumer		—		—		—		—		—		—		—
Home equity		95		95		95		95		—		96		—

Total	$	8,566	$	10,800	$	1,769	$	6,802	$	38	$	6,375	$	102

Troubled Debt Restructurings were identified as a modification in which a concession was granted to a customer who is having financial difficulties. This concession may be below market rate, longer amortization/term, and 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. There was one commercial real estate troubled debt restructuring, totaling $2.2 million during the period ended September 30, 2014, that subsequently defaulted. There was one commercial and industrial troubled debt restructuring that occurred during the three and nine month period ended September 30, 2014. The pre-modification and post-modification outstanding recorded investment amounted to $23,811 and $23,761, respectively. The term of the loan was extended and the financial impact of the modification for the performing commercial and industrial loan was a $50 increase in principal payments for the quarter and year-to-date ended September 30, 2014.

Troubled Debt Restructurings occurring during the three and nine month periods ended September 30, 2013:


	Number of Contracts		Pre-modification outstanding recorded investment		Post- modification outstanding recorded investment
	(Dollars in thousands)
Construction and land development		1	$	108	$	108
Commercial and industrial		1		41		41
Commercial real estate		1		2,247		2,242

Total		3	$	2,396	$	2,391

The loans were modified, for the loans, by reducing interest rates as well as extending term for the commercial and industrial loan. The financial impact of the modifications for performing commercial and industrial loans were $366 reduction in principal and $217 reduction in interest payments for the quarter and year-to-date ended September 30, 2013. The financial impact of the modifications for performing commercial real estate loans were $1,786 increase in principal and $7,907 reduction in interest payments for the quarter and year-to-date ended September 30, 2013. The financial impact of the modifications for performing construction and land development loans were $530 reduction in principal and $415 reduction in interest payments for the quarter and year-to-date ended September 30, 2013.

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Note 7. Reclassifications Out of Accumulated Other Comprehensive Income (a)

Amount Reclassified from Accumulated Other Comprehensive Income


Details about Accumulated Other Comprehensive Income Components	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Affected Line Item in the Statement Where Net Income is Presented
	(in thousands)

Unrealized gains and losses on available-for-sale securities

	$	—		$	1,001		Net gains on sales of investments
		—			(387	)	Provision for income taxes

	$	—		$	614		Net income

Accretion of unrealized losses transferred

	$	1,216		$	1,485		Securities held-to-maturity
		(424	)		(575	)	Provision for income taxes

	$	792		$	910		Net income

Amortization of defined benefit pension items

Prior-service costs	$	(3	)(b)	$	(3	)	Salaries and employee benefits
Actuarial gains (losses)		(91	)(b)		(287	)	Salaries and employee benefits

Total before tax		(94	)		(290	)	Income before taxes
Tax (expense) or benefit		38			117		Provision for income taxes

Net of tax	$	(56	)	$	(173	)	Net income

Total reclassifications for the period	$	736		$	1,351		Net income, net of tax


Details about Accumulated Other Comprehensive Income Components	Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			Affected Line Item in the Statement Where Net Income is Presented
	(in thousands)

Unrealized gains and losses on available-for-sale securities
	$	—		$	2,665		Net gains on sales of investments
		—			(1,035	)	Provision for income taxes

	$	—		$	1,630		Net income

Accretion of unrealized losses transferred

	$	4,009		$	1,485		Securities held-to-maturity
		(1,485	)		(575	)	Provision for income taxes

	$	2,524		$	910		Net income

Amortization of defined benefit pension items

Prior-service costs	$	(8	)(b)	$	(8	)	Salaries and employee benefits
Actuarial gains (losses)		(274	)(b)		(859	)	Salaries and employee benefits

Total before tax		(282	)		(867	)	Income before taxes
Tax (expense) or benefit		113			347		Provision for income taxes

Net of tax	$	(169	)	$	(520	)	Net income

Total reclassifications for the period	$	2,355		$	2,020		Net income, net of tax

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(a)	Amounts in parentheses indicate debits to profit/loss.

(b)	These accumulated other comprehensive income components are included in the computation of net periodic pension cost (see employee benefits footnote (Note 9) for additional details).

Note 8. 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 2014 and 2013 was an increase of 1,534 and 1,162 shares, respectively.

The following table is a reconciliation of basic EPS and diluted EPS for the three and nine months ended September 30,


	Three Months Ended September 30				Nine Months Ended September 30,
	2014		2013		2014		2013
(in thousands except share and per share data)
Basic EPS Computation:
Numerator:
Net income, Class A	$	4,480	$	4,324	$	12,741	$	11,760
Net income, Class B		1,226		1,195		3,496		3,261
Denominator:
Weighted average shares outstanding, Class A		3,594,583		3,578,400		3,588,728		3,574,109
Weighted average shares outstanding, Class B		1,967,180		1,987,180		1,969,647		1,982,413
Basic EPS, Class A	$	1.25	$	1.21	$	3.55	$	3.29
Basic EPS, Class B		0.62		0.60		1.78		1.64
Diluted EPS Computation:
Numerator:
Net income, Class A	$	4,480	$	4,324	$	12,741	$	11,760
Net income, Class B		1,226		1,195		3,496		3,261

Total net income, for diluted EPS, Class A computation		5,706		5,519		16,237		15,021
Denominator:
Weighted average shares outstanding, basic, Class A		3,594,583		3,578,400		3,588,728		3,574,109
Weighted average shares outstanding, Class B		1,967,180		1,978,180		1,969,647		1,982,413
Dilutive effect of Class A stock options		1,515		1,451		1,534		1,261

Weighted average shares outstanding diluted, Class A		5,563,278		5,558,031		5,559,909		5,557,783
Weighted average shares outstanding, Class B		1,967,180		1,978,180		1,969,647		1,982,413
Diluted EPS, Class A	$	1.03	$	0.99	$	2.92	$	2.70
Diluted EPS, Class B		0.62		0.60		1.78		1.64

Note 9. 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 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.

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Executive officers of the Company and 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. Life insurance policies, which are owned by the Company, are purchased covering the lives of each participant.

Components of Net Periodic Benefit Cost (Credit) for the Three Months Ended September 30,


	Pension Benefits						Supplemental Insurance/ Retirement Plan
	2014			2013			2014		2013
	(In thousands)
Service cost	$	258		$	299		$	389	$	381
Interest		367			314			331		267
Expected return on plan assets		(636	)		(470	)		—		—
Recognized prior service cost (benefit)		(26	)		(26	)		29		29
Recognized net actuarial losses		3			158			88		129

Net periodic benefit (credit) cost	$	(34	)	$	275		$	837	$	806

Components of Net Periodic Benefit Cost (Credit) for the Nine Months Ended September 30,


	Pension Benefits						Supplemental Insurance/ Retirement Plan
	2014			2013			2014		2013
	(In thousands)
Service cost	$	775		$	897		$	1,166	$	1,144
Interest		1,100			942			994		803
Expected return on plan assets		(1,907	)		(1,410	)		—		—
Recognized prior service cost (benefit)		(78	)		(78	)		86		86
Recognized net actuarial losses		9			473			266		386

Net periodic benefit (credit) cost	$	(101	)	$	824		$	2,512	$	2,419

Contributions

As of June 30, 2014, $920,000 has been contributed. The Company does not anticipate making any additional contributions.

Note 10. 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

Page 24 of 42

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 results of the fair value hierarchy as of September 30, 2014, are as follows:

Financial Instruments Measured at Fair Value on a Recurring Basis:

Securities AFS Fair Value Measurements Using

Carrying
Value

Quoted Prices
In Active
Markets for
Identical
Assets
(Level 1)

Significant
Observable
Inputs
(Level 2)

Significant
Other
Unobservable
Inputs
(Level 3)

(In thousands)

U.S. Treasury

2,001

—

2,001

—

U.S. Government Sponsored Enterprises

—

SBA Backed Securities

6,829

—

6,829

—

U.S. Government Agency and Sponsored Mortgage Backed Securities

393,283

—

393,283

—

Privately Issued Residential Mortgage Backed Securities

1,991

—

1,991

—

Obligations Issued by States and Political Subdivisions

82,878

—

403

82,475

Other Debt Securities

3,196

1,005

2,191

—

Equity Securities

505

294

—

211

Total

490,683

1,299

406,698

82,686

Financial Instruments Measured at Fair Value on a Non-recurring Basis:

Impaired Loans

4,680

—

4,680

Impaired loan balances 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

Page 25 of 42

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 the three-month period and nine-month periods ended September 30, 2014 amounted to $483,000 and $999,000, respectively.

There were no transfers between level 1 and 2 for the three months ended September 30, 2014. There were no liabilities measured at fair value on a recurring or nonrecurring basis during the six month period ended September 30, 2014.

The following table presents additional information about assets measured at fair value on a recurring and nonrecurring basis for which the Company has utilized Level 3 inputs to determine fair value (dollars in thousands). Management continues to monitor the assumptions used to value the assets listed below.


Asset	Fair Value		Valuation Technique	Unobservable Input	Unobservable Input Value or Range
Securities AFS(4)	$	82,686	Discounted cash flow	Discount rate	0% -1% (3)
Impaired Loans		4,680	Appraisal of collateral (1)	Appraisal adjustments (2)	0%-25% discount

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

(2)	Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated expenses.

(3)	Weighted averages

(4)	Municipal securities generally have maturities of one year or less and, therefore, the amortized cost equates to the fair value.

The changes in Level 3 securities for the nine-month period ended September 30, 2014 are shown in the table below:


	Auction Rate Securities		Obligations Issued by States & Political Subdivisions			Equity Securities			Total
	(In thousands)
Balance at December 31, 2013	$	3,820	$	32,487		$	290		$	36,597
Purchases		—		86,378			—			86,378
Maturities and calls		—		(40,206	)		(79	)		(40,285	)
Amortization		—		(4	)		—			(4	)
Changes in fair value		—		—			—			—

Balance at September 30, 2014	$	3,820	$	78,655		$	211		$	82,686

The amortized cost of Level 3 securities was $83,559,000 at September 30, 2014 with an unrealized loss of $872,000. 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.

The changes in Level 3 securities for the nine-month period ended September 30, 2013, are shown in the table below:


	Auction Rate Securities		Obligations Issued by States & Political Subdivisions			Equity Securities			Total
	(In thousands)
Balance at December 31, 2012	$	3,963	$	49,477		$	342		$	53,782
Purchases		—		43,807			—			43,807
Maturities and calls		—		(57,036	)		(51	)		(57,087	)
Amortization		—		(23	)		—			(23	)
Changes in fair value		—		—			—			—

Balance at September 30, 2013	$	3,963	$	36,225		$	291		$	40,479

Page 26 of 42

The amortized cost of Level 3 securities was $41,204,000 at September 30, 2013 with an unrealized loss of $725,000. 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.

Note 11. 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 nonfinancial 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.

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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 September 30, 2014 and December 31, 2013. This table excludes financial instruments for which the carrying amount approximates fair value. Financial assets for which the fair value approximates carrying value include cash and cash equivalents, short-term investments, FHLBB stock and accrued interest receivable. Financial liabilities for which the fair value approximates carrying value include non-maturity deposits, short-term borrowings and accrued interest payable.


					Fair Value Measurements
	Carrying Amount		Estimated Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
September 30, 2014
(in thousands)
Financial assets:
Securities held-to-maturity	$	1,471,137	$	1,463,535	$	—	$	1,463,535	$	—
Loans (1)		1,314,164		1,291,746		—		—		1,291,746
Financial liabilities:
Time deposits		370,779		375,650		—		375,650		—
Other borrowed funds		337,500		340,500		—		340,500		—
Subordinated debentures		36,083		36,083		—		—		36,083

December 31, 2013
Financial assets:
Securities held-to-maturity		1,487,884		1,464,449		—		1,464,449		—
Loans (1)		1,243,822		1,214,192		—		—		1,214,192
Financial liabilities:
Time deposits		382,224		386,742		—		386,742		—
Other borrowed funds		255,144		254,736		—		254,736		—
Subordinated debentures		36,083		39,503		—		—		39,503

(1)	Comprised of loans (including collateral dependent impaired loans), net of deferred loan costs and the allowance for loan losses.

Note 12. Recent Accounting Developments

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-11, Balance Sheet (Topic 210), Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements 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 U.S. GAAP with financial statements prepared under IFRS. The new standards are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. 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.

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 7) as a result of this pronouncement.

In January 2014, the FASB issued ASU 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. The amendments

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in this update clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. The amendments in this update are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. The Company has assessed the impact of ASU 2014-04 and the adoption of this amendment will not have a material impact on the Company’s financial statements.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860) Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. This ASU eliminates sale accounting for repurchase-to-maturity transactions and supersedes the guidance under which a transfer of a financial asset and a contemporaneous repurchase financing could be accounted for on a combined basis as a forward agreement. In addition, the ASU requires a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction. The ASU is effective for annual periods beginning after December 15, 2014 and interim periods beginning after December 15, 2015; early application is not permitted. The Company is currently assessing the applicability of this ASU and has not determined the impact, if any, as of September 30, 2014.

In August 2014, the FASB issued ASU 2014-14, Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40) Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. This ASU which will require creditors to derecognize certain foreclosed government-guaranteed mortgage loans and to recognize a separate other receivable that is measured at the amount the creditor expects to recover from the guarantor, and to treat the guarantee and the receivable as a single unit of account. ASU 2014-14 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. For entities other than public business entities, the ASU is effective for annual periods ending after December 15, 2015, and interim periods beginning after December 15, 2015. An entity can elect a prospective or a modified retrospective transition method, but must use the same transition method that it elected under FASB ASU No. 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. Early adoption, including adoption in an interim period, is permitted if the entity already adopted ASU 2014-04. The Company has assessed the impact of ASU 2014-14 and the adoption of this amendment will not have a material impact on the Company’s financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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. At September 30, 2014, the Company had total assets of $3.6 billion. Currently, the Company operates 25 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.

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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 fourth quarter of 2014.

During March 2014, the Company entered into a lease agreement to open a branch located on Boylston Street in Boston, Massachusetts. This property is leased from an entity affiliated with Marshall M. Sloane, Chairman of the Board of the Company. This agreement was approved by the Board of Directors in the absence of the Chairman of the Board. The branch is scheduled to open during the first quarter of 2015. The deposits from the Kenmore Square, Boston Massachusetts branch, which closed on September 30, 2014, will be moved to the new Boylston Street 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.

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 a program called Investment Services at Century Bank, which is supported by LPL Financial, a third party 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, New Hampshire, and Rhode Island. The Company has deposit relationships with approximately 193 (55%) of the 351 cities and towns in Massachusetts.

Net income for the quarter ended September 30, 2014 was $5,706,000, or $1.03 per Class A share diluted, compared to net income of $5,519,000, or $0.99 per Class A share diluted, for the quarter ended September 30, 2013. Net income for the nine-month period ended September 30, 2014 was $16,237,000, or $2.92 per Class A share diluted, compared to net income of $15,021,000, or $2.70 per Class A share diluted, for the nine-month period ended September 30, 2013. Earnings per share (EPS) for each class of stock and time period is as follows:


	Three months ended September 30, 2014		Three months ended September 30, 2013
Basic EPS – Class A common	$	1.25	$	1.21
Basic EPS – Class B common	$	0.62	$	0.60
Diluted EPS – Class A common	$	1.03	$	0.99
Diluted EPS – Class B common	$	0.62	$	0.60

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	Nine months ended September 30, 2014		Nine months ended September 30, 2013
Basic EPS – Class A common	$	3.55	$	3.29
Basic EPS – Class B common	$	1.78	$	1.64
Diluted EPS – Class A common	$	2.92	$	2.70
Diluted EPS – Class B common	$	1.78	$	1.64

Net interest income totaled $50.0 million for the nine months ended September 30, 2014 compared to $44.9 million for the same period in 2013. The 11.5% increase in net interest income for the period is primarily due to an increase in average earning assets. The net interest margin increased from 2.21% on a fully taxable equivalent basis in 2013 to 2.23% on the same basis for 2014. This was primarily the result of a decrease in rates paid on deposits and borrowed funds. Also, interest expense increased slightly as a result of an increase in deposit balances and there was a 10.7% increase in the average balances of earning assets, combined with a similar increase in average deposits.

The trends in the net interest margin are illustrated in the graph below:

LOGO

From the beginning of 2012 through the third quarter of 2012, management stabilized the net interest margin by continuing to lower the 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. The net interest margin increased during the first quarter of 2014 primarily as a result of pricing discipline and decreased during the second quarter of 2014 primarily as a result of a decrease in asset yields. The net interest margin increased slightly during the third quarter of 2014, primarily as a result of increases in asset yields.

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 positively impact the net interest margin.

For the three months ended September 30, 2014, the loan loss provision was $600,000 compared to a provision of $750,000 for the same period last year. For the nine months ended September 30, 2014, the loan loss provision was $1.7 million compared to a provision of $2.3 million for the same period last year. The decrease in the provision was primarily as a result of changes in the portfolio composition and changes in qualitative economic factors. Nonperforming loans increased to $6.0 million at September 30, 2014 from $3.7 million on September 30, 2013. The increase was mainly the result of a single $2.2 million commercial real estate loan. `

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The Company had no sales of investment securities during the nine months ended September 30, 2014. The Company capitalized on favorable market conditions for the three and nine months ended September 30, 2013 and realized net gains on sales of investments of $1.0 million and $2.7 million, respectively.

Included in operating expenses for the first nine months ended September 30, 2014 are FDIC assessments of $1.5 million compared to $1.3 million for the same period in 2013.

For the first nine months of 2014, the Company’s effective income tax rate was 4.4% compared to 5.6% for last year’s corresponding period. The effective income tax rate decreased primarily as a result of an increase in tax-exempt income.

Financial Condition

Loans

On September 30, 2014, total loans outstanding were $1.3 billion, up by $71.9 million from the total on December 31, 2013. At September 30, 2014, commercial real estate loans accounted for 52.0% and residential real estate loans, including home equity loans, accounted for 31.2% of total loans.

Commercial and industrial loans increased to $152.8 million at September 30, 2014 from $76.7 million at December 31, 2013, primarily as a result of an increase in commercial and industrial financing. Construction loans decreased to $25.3 million at September 30, 2014 from $33.1 million on December 31, 2013, primarily as a result of loan payments. Municipal loans increased from $36.6 million to $32.7 million, primarily as a result of an increase in municipal commercial and industrial originations.

Allowance for Loan Losses

The allowance for loan loss at September 30, 2014 was $22.5 million as compared to $20.9 million at December 31, 2013. The increase was due to the increase in the size of the loan portfolio. The level of the allowance for loan losses to total loans was 1.68% at September 30, 2014 and at December 31, 2014. 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 September 30, 2014 is $25.3 million as compared to $33.1 million at December 31, 2013. Based on the general local conditions facing construction, management closely monitors all construction loans and considers this type of loans to be higher risk.

•

Higher balance loans: Loans greater than $1.0 million are considered “high balance loans”. The balance of these loans is $778.7 million at September 30, 2014 as compared to $701.1 million at December 31, 2013. 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, which is included in the loans greater than $1.0 million category, is $472.7 million, at September 30, 2014 as compared to $377.9 million at December 31, 2013. 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 $36.8 million at September 30, 2014 as compared to $40.2 million at December 31, 2013. These are considered higher risk loans because small

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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 following table summarizes the changes in the Company’s allowance for loan losses for the periods indicated.


	Three months ended September 30,						Nine months ended September 30,
	2014			2013			2014			2013
	(in thousands)
Allowance for loan losses, beginning of period	$	21,722		$	20,500		$	20,941		$	19,197
Loans charged off		(163	)		(149	)		(705	)		(682	)
Recoveries on loans previously charged-off		310			149			583			485

Net charge-offs		147			—			(122	)		(197	)
Provision charged to expense		600			750			1,650			2,250

Allowance for loan losses, end of period	$	22,469		$	21,250		$	22,469		$	21,250

The Company may experience increased levels of nonaccrual loans if borrowers are negatively impacted by future negative 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, 2014			December 31, 2013
	(Dollars in thousands)
Nonaccruing loans	$	6,018		$	2,549
Loans past due 90 days or more and still accruing	$	—		$	—
Nonaccruing loans as a percentage of total loans		0.45	%		0.20	%
Accruing troubled debt restructures	$	3,697		$	5,969

Cash and Cash Equivalents

Cash and cash equivalents increased during the first nine months of 2014. This was primarily the result of an increase in lower yielding interest-bearing deposits in other banks during the quarter.

Short-term Investments

Short-term investments decreased as a result of maturities.

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.

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Securities Available-for-Sale (at Fair Value)

The securities available-for-sale portfolio totaled $490.7 million at September 30, 2014, an increase of 5.7% from December 31, 2013. During the third quarter of 2013, $987.0 million of securities available-for-sale with unrealized losses of $25.3 million were transferred to securities held-to-maturity. This was done in response to rising interest rates. Purchases of securities available-for-sale totaled $133.0 million for the nine months ended September 30, 2014. The portfolio is concentrated in United States Government Sponsored Enterprises, Mortgage-backed Securities and Obligations issued by States and Political Subdivisions and had an estimated weighted average remaining life of 4.4 years.

The majority of the Company’s securities AFS are classified as Level 2. The fair values of these securities are generally 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. Market indicators and industry and economic events are also monitored.

Securities available-for-sale totaling $82.7 million, or 2.3% of assets are classified as Level 3. These securities are generally failed auction rate securities, equity investments or obligations of states and political subdivisions with no readily determinable fair value. Failed auction rate securities were reclassified to Level 3 during the first quarter of 2009 due to the lack of an active market. Fair values for Level 3 securities are, generally, arrived at based upon a review of market trades of similar instruments, if any, as well as an analysis of the security based upon market liquidity and prevailing market interest rates.

During the first nine months of 2014, net unrealized gains on the securities available-for-sale increased to $807,000 from a $1.7 million loss at December 31, 2013. Unrealized gains on the available-for-sale portfolio increased as a result of increases in interest rates.


	September 30, 2014		December 31, 2013
	(In thousands)
U.S. Treasury	$	2,001	$	1,998
U.S. Government Sponsored Enterprises		—		10,004
Small Business Administration		6,829		7,302
U.S Government Agency and Sponsored Enterprise Mortgage-backed Securities		393,283		403,189
Privately Issued Residential Mortgage-backed Securities		1,991		2,277
Obligations issued by States and Political Subdivisions		82,878		36,723
Other Debt Securities		3,196		2,176
Equity Securities		505		576

Total Securities Available–for-Sale	$	490,683	$	464,245

There were no realized gains on sales of investments for the first nine months of 2014.

Debt securities of Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac.

Securities Held-to-Maturity (at Amortized Cost)

The securities held-to-maturity portfolio totaled $1.5 billion on September 30, 2014, a decrease of 1.1% from the total on December 31, 2013. During the third quarter of

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2013, $987.0 million of securities available-for-sale with unrealized losses of $25.3 million were transferred to securities held-to-maturity. This was done in response to rising interest rates. The portfolio is concentrated in United States Government Sponsored Enterprises and Mortgage-backed Securities and had an estimated weighted average remaining life of 4.7 years.


	September 30, 2014		December 31, 2013
	(In thousands)
U.S. Government Sponsored Enterprises	$	291,158	$	291,779
U.S. Government Agency and Sponsored Enterprise Mortgage-backed Securities		1,179,979		1,196,105

Total Securities Held-to-Maturity	$	1,471,137	$	1,487,884

At September 30, 2014 and December 31, 2013, all mortgage-backed securities are obligations of U.S. Government Sponsored Enterprises.

Debt securities of Government Sponsored Enterprises primarily refer to debt securities of Fannie Mae and Freddie Mac.

Federal Home Loan Bank of Boston 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 in the stock. For the nine months ended September 30, 2014, the FHLBB reported preliminary net income of $115.3 million. The FHLBB also declared a dividend equal to an annual yield of 1.49%. During the first nine months of 2014, the Company purchased $4.8 million of additional capital stock and redeemed $680,000. As of September 30, 2014, no impairment has been recognized.

Deposits and Borrowed Funds

On September 30, 2014, deposits totaled $2.8 billion, representing a 2.7% increase from December 31, 2013. Total deposits increased primarily as a result of increases in demand deposits, money market accounts, and savings and NOW deposits. Money market and Savings and NOW deposits increased as the Company continued to offer attractive rates for these types of deposits during the first nine months of the year. Borrowed funds totaled $532.6 million compared to $469.6 million at December 31, 2013. Borrowed funds increased mainly as a result of an increase in borrowings from the FHLBB.

Stockholders’ Equity

At September 30, 2014, total equity was $195.6 million compared to $176.5 million at December 31, 2013. The Company’s equity increased primarily as a result of earnings and a decrease in other comprehensive loss, net of taxes, offset somewhat by dividends paid. Other comprehensive loss, net of taxes, decreased as a result of a decrease in unrealized losses on securities available-for-sale and securities transferred from available-for-sale to held-to-maturity. During the third quarter of 2013, $987.0 million of securities available-for-sale with unrealized losses of $25.3 million were transferred to securities held-to-maturity. This was done in response to rising interest rates. The Company’s leverage ratio stood at 6.70% at September 30, 2014, compared to 6.50% at December 31, 2013. The increase in the leverage ratio is primarily due to an increase stockholders’ equity. Book value as of September 30, 2014 was $35.14 per share compared to $31.76 at December 31, 2013.

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Results of Operations

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, 2014									September 30, 2013
	( In thousands)
	Average Balance			Interest Income/ Expense(1)			Rate Earned/ Paid(1)			Average Balance			Interest Income/ Expense(1)			Rate Earned/ Paid(1)
ASSETS
Interest-earning assets:
Loans (2)
Loans taxable	$	764,345		$	8,095			4.20	%	$	759,299		$	8,283			4.33	%
Loans tax-exempt		571,237			7,153			4.97			456,405			6,935			6.03
Securities available-for-sale (5):
Taxable		446,773			675			0.60			569,505			1,329			0.93
Tax-exempt		61,824			117			0.76			44,526			96			0.86
Securities held-to-maturity:
Taxable		1,528,523			8,104			2.12			1,260,195			6,181			1.96
Interest-bearing deposits in other banks		86,656			61			0.28			171,895			120			0.28

Total interest-earning assets		3,459,358			24,205			2.80			3,261,825			22,944			2.81
Non interest-earning assets		167,608									156,818
Allowance for loan losses		(22,040	)								(20,850	)

Total assets	$	3,604,926								$	3,397,793

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
NOW accounts	$	761,506		$	433			0.23	%	$	719,079		$	441			0.24	%
Savings accounts		327,990			210			0.25			330,608			233			0.28
Money market accounts		947,986			725			0.30			852,628			681			0.32
Time deposits		362,507			1,089			1.19			399,846			1,089			1.08

Total interest-bearing deposits		2,399,989			2,457			0.41			2,302,161			2,444			0.42
Securities sold under agreements to repurchase		202,050			90			0.18			200,173			89			0.18
Other borrowed funds and subordinated debentures		287,908			2,334			3.22			238,348			2,218			3.69

Total interest-bearing liabilities		2,889,947			4,881			0.67	%		2,740,682			4,751			0.69	%

Non interest-bearing liabilities
Demand deposits		488,443									449,057
Other liabilities		34,672									42,392

Total liabilities		3,413,062									3,232,131

Stockholders’ equity		191,864									165,662
Total liabilities & stockholders’ equity	$	3,604,926								$	3,397,793

Net interest income on a fully taxable equivalent basis					19,324									18,193

Less taxable equivalent adjustment					(2,580	)								(2,395	)

Net interest income				$	16,744								$	15,798

Net interest spread (3)								2.13	%								2.13	%

Net interest margin (4)								2.22	%								2.22	%

(1)	On a fully taxable equivalent basis calculated using a federal 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.

(5)	Average balances of securities available-for-sale calculated utilizing amortized cost.

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	Nine Months Ended
	September 30, 2014									September 30, 2013
	( In thousands)
	Average Balance			Interest Income/ Expense(1)			Rate Earned/ Paid(1)			Average Balance			Interest Income/ Expense(1)			Rate Earned/ Paid(1)
ASSETS
Interest-earning assets:
Loans (2)
Loans taxable	$	763,767		$	24,531			4.29	%	$	758,086		$	24,979			4.41	%
Loans tax-exempt		533,625			20,552			5.15			407,609			18,186			5.97
Securities available-for-sale (5):
Taxable		454,839			2,184			0.64			1,116,942			12,350			1.47
Tax-exempt		45,012			276			0.82			48,818			349			0.95
Securities held-to-maturity:
Taxable		1,514,604			23,904			2.10			596,938			9,120			2.04
Interest-bearing deposits in other banks		133,929			272			0.27			183,057			384			0.28

Total interest-earning assets		3,445,776			71,719			2.78			3,111,450			65,368			2.81
Non interest-earning assets		164,682									168,777
Allowance for loan losses		(21,603	)								(20,172	)

Total assets	$	3,588,855								$	3,260,055

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits:
NOW accounts	$	771,399		$	1,264			0.22	%	$	702,497		$	1,246			0.24	%
Savings accounts		333,829			647			0.26			321,220			687			0.29
Money market accounts		929,328			2,033			0.29			769,667			1,795			0.31
Time deposits		379,565			3,315			1.17			393,985			3,657			1.24

Total interest-bearing deposits		2,414,121			7,259			0.40			2,187,369			7,385			0.45
Securities sold under agreements to repurchase		213,511			284			0.18			202,548			268			0.18
Other borrowed funds and subordinated debentures		264,116			6,754			3.42			222,854			6,310			3.79

Total interest-bearing liabilities		2,891,748			14,297			0.66	%		2,612,771			13,963			0.71	%

Non interest-bearing liabilities
Demand deposits		476,953									430,884
Other liabilities		34,242									41,949

Total liabilities		3,402,943									3,085,604

Stockholders’ equity		185,912									174,451
Total liabilities & stockholders’ equity	$	3,588,855								$	3,260,055

Net interest income on a fully taxable equivalent basis					57,422									51,405

Less taxable equivalent adjustment					(7,409	)								(6,550	)

Net interest income				$	50,013								$	44,855

Net interest spread (3)								2.12	%								2.09	%

Net interest margin (4)								2.23	%								2.21	%

(1)	On a fully taxable equivalent basis calculated using a federal 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.

(5)	Average balances of securities available-for-sale calculated utilizing amortized cost.

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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, 2014 Compared with Three Months Ended September 30, 2013									Nine Months Ended September 30, 2014 Compared with Nine Months Ended September 30, 2013
	Increase/(Decrease) Due to Change in									Increase/(Decrease) Due to Change in
	Volume			Rate			Total			Volume			Rate			Total
	(in thousands)									(in thousands)
Interest income:
Loans
Taxable	$	55		$	(243	)	$	(188	)	$	186		$	(634	)	$	(448	)
Tax-exempt		1,564			(1,346	)		218			5,089			(2,723	)		2,366
Securities available-for-sale
Taxable		(248	)		(406	)		(654	)		(5,202	)		(4,964	)		(10,166	)
Tax-exempt		34			(13	)		21			(26	)		(47	)		(73	)
Securities held-to-maturity
Taxable		1,393			530			1,923			14,473			311			14,784
Interest-bearing deposits in other banks		(60	)		1			(59	)		(100	)		(12	)		(112	)

Total interest income		2,738			(1,477	)		1,261			14,420			(8,069	)		6,351

Interest expense:
Deposits:
NOW accounts		25			(33	)		(8	)		117			(99	)		18
Savings accounts		(2	)		(21	)		(23	)		26			(66	)		(40	)
Money market accounts		74			(30	)		44			355			(117	)		238
Time deposits		(107	)		107			—			(131	)		(211	)		(342	)

Total interest-bearing deposits		(10	)		23			13			367			(493	)		(126	)
Securities sold under agreements to repurchase		1			—			1			15			1			16
Other borrowed funds and subordinated debentures		425			(309	)		116			1,094			(650	)		444

Total interest expense		416			(286	)		130			1,476			(1,142	)		334

Change in net interest income	$	2,322		$	(1,191	)	$	1,131		$	12,944		$	(6,927	)	$	6,017

Net Interest Income

For the three months ended September 30, 2014, net interest income on a fully taxable equivalent basis totaled $19.3 million compared to $18.2 million for the same period in 2013, an increase of $1.1 million or 6.2%. This increase in net interest income for the period is primarily due to an increase in interest earning assets. The net interest margin remained stable at 2.22% on a fully taxable equivalent basis in 2013 and 2014. Also, interest expense increased slightly as a result of an increase in deposit balances and there was a 6.1% increase in the average balances of earning assets, combined with a similar increase in average deposits.

For the nine months ended September 30, 2014, net interest income on a fully taxable equivalent basis totaled $57.4 million compared to $51.4 million for the same period in 2013, an increase of $6.0 million or 11.7%. This increase in net interest income for the period is primarily due to an increase in interest earning assets as well as a decrease in rates paid on deposits and borrowed funds. The net interest margin increased from 2.21% on a fully taxable equivalent basis in 2013 to 2.23% on the same basis for 2014. This was primarily the result of a decrease in

rates paid on deposits and borrowed funds. Also, interest expense increased slightly as a result of an increase in deposit balances and there was a 10.7% increase in the average balances of earning assets, combined with a similar increase in average deposits.

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Provision for Loan Losses

Non-Interest Income and Expense

Other operating income for the quarter ended September 30, 2014 decreased by $1.0 million to $3.8 million from $4.8 million for the same period last year. This was mainly attributable to a decrease in net gains on sales of investments of $1.0 million. Also, there was a decrease in gains on sales of mortgage loans held for sale of $114,000. There was a decrease in service charges on deposit accounts of $42,000, which was mainly attributable to a decrease in overdraft fees. Lockbox fees decreased by $13,000 as a result of increased customer volume.

Other operating income for the nine months ended September 30, 2014 decreased by $3.6 million to $10.8 million from $14.4 million for the same period last year. This was mainly attributable to a decrease in gains on sales of investments of $2.7 million. Also, there was a decrease in gains on sales of mortgage loans held for sale of $1.0 million. There was an increase in service charges on deposit accounts of $28,000, which was mainly attributable to an increase in debit card fees and deposit related fees.

For the quarter ended September 30, 2014, operating expenses decreased by $19,000 or 0.1% to $14.0 million, from the same period last year. The decrease in operating expenses for the quarter was mainly attributable to a decrease of $177,000 in salaries and employee benefits, offset, somewhat, by an increase of $101,000 in occupancy expenses, $40,000 in FDIC assessments, and $19,000 in other expenses. Equipment expenses decreased by $2,000. Salaries and employee benefits decreased mainly as a result of decreases in pension expenses, offset, somewhat, by merit increases, increased staffing levels, and increased bonus expense. Occupancy increased mainly as a result of costs associated with the Chestnut Hill branch opening during the fourth quarter of 2013. Other expenses increased mainly as a result of a decrease in marketing and legal expense.

For the nine months ended September 30, 2014, operating expenses increased by $1.1 million or 2.7% to $42.2 million, from the same period last year. The increase in operating expenses for the nine months was mainly attributable to an increase of $474,000 in salaries and employee benefits, $390,000 in occupancy expenses, $164,000 in FDIC assessments and $111,000 in other expenses. Salaries and employee benefits increased mainly as a result of merit increases, increased staffing levels, and increased bonus expense. Occupancy increased mainly as a result of costs associated with the Chestnut Hill branch opening during the fourth quarter of 2013. Other expenses increased mainly as a result of increased uninsured losses and increased software maintenance expense.

Income Taxes

For the third quarter of 2014, the Company’s income tax expense totaled $221,000 on pretax income of $5.9 million resulting in an effective tax rate of 3.7%. For last year’s corresponding quarter, the Company’s income tax expense totaled $308,000 on pretax income of $5.8 million resulting in an effective tax rate of 5.3%. The decrease in the effective income tax rate was primarily the result of an increase in tax-exempt income.

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For the first nine months of 2014, the Company’s income tax expense totaled $745,000 on pretax income of $17.0 million resulting in an effective tax rate of 4.4%. For last year’s corresponding quarter, the Company’s income tax expense totaled $891,000 on pretax income of $15.9 million resulting in an effective tax rate of 5.6%. The decrease in the effective income tax rate was primarily the result of an increase in tax-exempt income.

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 has 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, 2013, 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, has concluded that the Company’s disclosure controls and procedures are effective. The disclosure controls and procedures also 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 officer 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 2014 there were no changes that have materially affected, or are 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, 2013. There have been no material changes since this 10-K was filed. These risks are not the only ones facing the Company. Additional

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		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 –

		(a) — (b) Not applicable.

		(c) None

Item 3		Defaults Upon Senior Securities – None

Item 5		Other Information – None

Item 6		Exhibits

		31.1 Certification of President and Chief Executive Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

		31.2 Certification of Chief Financial Officer of the Company Pursuant to Securities Exchange Act Rules 13a-14 and 15d-14.

	+	32.1 Certification of President and 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 Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		+ + 101.INS XBRL Instance Document

		+ + 101.SCH XBRL Taxonomy Extension Schema

		+ + 101.CAL XBRL Taxonomy Extension Calculation Linkbase

		+ + 101.LAB XBRL Taxonomy Extension Label Linkbase

		+ + 101.PRE XBRL Taxonomy Extension Presentation Linkbase

		+ + 101.DEF XBRL Taxonomy Definition Linkbase

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

+ +

As provided in Rule 406T of regulation S-T, this information is filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 and consists of the following materials from Century Bancorp Inc.’s Quarterly Report on 10-Q for the quarter ended September 30, 2014, formatted in XBRL: (i) Consolidated Balance Sheets at September 30, 2014 and December 31, 2013; (ii) Consolidated Statements of Income for the three months ended September 30, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income for the nine months ended September 30, 2014 and 2013; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2014 and 2013; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013; and (vi) Notes to Unaudited Consolidated Interim Financial Statements.

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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 7, 2014						Century Bancorp, Inc.

/s/ Barry R. Sloane
Barry R. Sloane
President and Chief Executive Officer

/s/ William P. Hornby, CPA
William P. Hornby, CPA
Chief Financial Officer and Treasurer
(Principal Accounting Officer)

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