10-K 1 d663384d10k.htm 10-K 10-K
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)   
þ   

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

   For the fiscal year ended December 31, 2013
¨   

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

   For the transition period from                to                

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 number)

400 MYSTIC AVENUE, MEDFORD, MA   02155
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code:

(781) 391-4000

Securities registered pursuant to Section 12(b) of the Act:

 

Class A Common Stock, $1.00 par value   Nasdaq Global Market
(Title of class)   (Name of Exchange)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

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), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    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 Regulations 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).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨

   Accelerated filer    þ    Non-accelerated filer    ¨    Smaller reporting company    ¨
      (Do not check if a smaller reporting company)   

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

State the aggregate market value of the registrant’s voting and nonvoting stock held by nonaffiliates, computed using the closing price as reported on Nasdaq as of June 28, 2013 was $125,231,085.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of February 28, 2014:

Class A Common Stock, $1.00 par value 3,581,429 Shares

Class B Common Stock, $1.00 par value 1,975,180 Shares

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

(1) Portions of the Registrant’s Annual Report to Stockholders for the fiscal year ended December 31, 2013 are incorporated into Part II, Items 5-8 of this Form 10-K.

 

 

 

 


Table of Contents

CENTURY BANCORP INC.

FORM 10-K

TABLE OF CONTENTS

 

          Page  
  

PART I

  
ITEM 1   

BUSINESS

     1-5   
ITEM 1A   

RISK FACTORS

     5-6   
ITEM 1B   

UNRESOLVED STAFF COMMENTS

     6   
ITEM 2   

PROPERTIES

     6   
ITEM 3   

LEGAL PROCEEDINGS

     7   
ITEM 4   

MINE SAFETY DISCLOSURES

     7   
  

PART II

  
ITEM 5   

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

     8-9   
ITEM 6   

SELECTED FINANCIAL DATA

     9   
ITEM 7   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     9   
ITEM 7A   

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     9   
ITEM 8   

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     9   
ITEM 9   

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     10   
ITEM 9A   

CONTROLS AND PROCEDURES

     10   
ITEM 9B   

OTHER INFORMATION

     10   
  

PART III

  
ITEM 10   

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

     91-95   
ITEM 11   

EXECUTIVE COMPENSATION

     96-106   
ITEM 12   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

     107-108   
ITEM 13   

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

     108   
ITEM 14   

PRINCIPAL ACCOUNTING FEES AND SERVICES

     108-109   
  

PART IV

  
ITEM 15   

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     109-111   
SIGNATURES      112   

 

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PART I

 

ITEM 1.    BUSINESS

The Company

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: Century Bank and Trust Company formed in 1969 (the “Bank”). At December 31, 2013, the Company had total assets of $3.4 billion. Currently, the Company operates 26 banking offices in 19 cities and towns in Massachusetts, ranging from Braintree in the south to Andover in the north. The Bank’s customers consist primarily of small and medium-sized businesses and retail customers in these communities and surrounding areas, as well as local governments and institutions throughout Massachusetts.

The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and the interest paid on deposits and borrowings. The results of operations are also affected by the level of income/fees from loans and deposits, as well as operating expenses, the provision for loan losses, the impact of federal and state income taxes and the relative levels of interest rates and economic activity.

The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, nonprofit organizations, and individuals. It emphasizes service to small and medium-sized businesses and retail customers in its market area. The Company makes commercial loans, real estate and construction loans, and consumer loans and accepts savings, time and demand deposits. In addition, the Company offers to its corporate and institutional customers automated lockbox collection services, cash management services and account reconciliation services, and it actively promotes the marketing of these services to the municipal market. Also, the Company provides full-service securities brokerage services through a program called Investment Services at Century Bank, which is supported by LPL Financial, a full-service third-party 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 193 (55%) of the 351 cities and towns in Massachusetts.

Availability of Company Filings

Under the Securities Exchange Act of 1934, Sections 13 and 15(d), periodic and current reports must be filed with the Securities and Exchange Commission (the “SEC”). The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030. The Company electronically files with the SEC its periodic and current reports, as well as other filings it makes with the SEC from time to time. The SEC maintains an Internet site that contains reports and other information regarding issuers, including the Company, that file electronically with the SEC, at www.sec.gov, in which all forms filed electronically may be accessed. Additionally, our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and additional shareholder information are available free of charge on the Company’s website: www.centurybank.com.

Employees

As of December 31, 2013, the Company had 344 full-time and 84 part-time employees. The Company’s employees are not represented by any collective bargaining unit. The Company believes that its employee relations are good.

 

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Financial Services Modernization

On November 12, 1999, President Clinton signed into law The Gramm-Leach-Bliley Act (“Gramm-Leach”) which significantly altered banking laws in the United States. Gramm Leach enables combinations among banks, securities firms and insurance companies beginning March 11, 2000. As a result of Gramm Leach, many of the depression-era laws that restricted these affiliations and other activities that may be engaged in by banks and bank holding companies were repealed. Under Gramm-Leach, bank holding companies are permitted to offer their customers virtually any type of financial service that is financial in nature or incidental thereto, including banking, securities underwriting, insurance (both underwriting and agency) and merchant banking.

In order to engage in these financial activities, a bank holding company must qualify and register with the Federal Reserve Board as a “financial holding company” by demonstrating that each of its bank subsidiaries is “well capitalized,” “well managed,” and has at least a “satisfactory” rating under the Community Reinvestment Act of 1977 (the “CRA”). The Company has not elected to become a financial holding company under Gramm-Leach.

These financial activities authorized by Gramm-Leach may also be engaged in by a “financial subsidiary” of a national or state bank, except for insurance or annuity underwriting, insurance company portfolio investments, real estate investment and development and merchant banking, which must be conducted in a financial holding company. In order for the new financial activities to be engaged in by a financial subsidiary of a national or state bank, Gramm-Leach requires each of the parent bank (and any bank affiliates) to be “well capitalized” and “well managed;” the aggregate consolidated assets of all of that bank’s financial subsidiaries may not exceed the lesser of 45% of its consolidated total assets or $50 billion; the bank must have at least a satisfactory CRA rating; and, if the bank is one of the 100 largest banks, it must meet certain financial rating or other comparable requirements. The Company does not currently conduct activities through a financial subsidiary.

Gramm-Leach establishes a system of functional regulation, under which the federal banking agencies will regulate the banking activities of financial holding companies and banks’ financial subsidiaries, the SEC will regulate their securities activities, and state insurance regulators will regulate their insurance activities. Gramm-Leach also provides new protections against the transfer and use by financial institutions of consumers’ nonpublic, personal information.

Holding Company Regulation

The Company is a bank holding company as defined by the Bank Holding Company Act of 1956, as amended (the “Holding Company Act”), and is registered as such with the Board of Governors of the Federal Reserve Bank (the “FRB”), which is responsible for administration of the Holding Company Act. Although the Company may meet the qualifications for electing to become a financial holding company under Gramm-Leach, the Company has elected to retain its pre-Gramm-Leach status for the present time under the Holding Company Act. As required by the Holding Company Act, the Company files with the FRB an annual report regarding its financial condition and operations, management and intercompany relationships of the Company and the Bank. It is also subject to examination by the FRB and must obtain FRB approval before (i) acquiring direct or indirect ownership or control of more than 5% of the voting stock of any bank, unless it already owns or controls a majority of the voting stock of that bank, (ii) acquiring all or substantially all of the assets of a bank, except through a subsidiary which is a bank, or (iii) merging or consolidating with any other bank holding company. A bank holding company must also give the FRB prior written notice before purchasing or redeeming its equity securities, if the gross consideration for the purchase or redemption, when aggregated with the net consideration paid by the company for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth.

The Holding Company Act prohibits a bank holding company, with certain exceptions, from (i) acquiring direct or indirect ownership or control of more than 5% of any class of voting shares of any company which is not a bank or a bank holding company, or (ii) engaging in any activity other than managing or controlling banks, or furnishing services to or performing services for its subsidiaries. A bank holding company may own, however, shares of a company engaged in activities which the FRB has determined are so closely related to banking or managing or controlling banks as to be a proper incident thereto.

 

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The Company and its subsidiaries are examined by federal and state regulators. The FRB has regulatory authority over holding company activities and performed a review of the Company and its subsidiaries as of June 2012.

USA PATRIOT Act

Under Title III of the USA PATRIOT Act, also known as the “International Money Laundering Abatement and Anti-Terrorism Act of 2001”, all financial institutions are required in general to identify their customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or prohibit altogether certain transactions of special concern, and be prepared to respond to inquiries from U.S. law enforcement agencies concerning their customers and their transactions. Additional information-sharing among financial institutions, regulators, and law enforcement authorities is encouraged by the presence of an exemption from the privacy provisions of the Gramm-Leach Act for financial institutions that comply with this provision and the authorization of the Secretary of the Treasury to adopt rules to further encourage cooperation and information-sharing. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Holding Company Act or Bank Merger Act.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act, signed into law July 30, 2002, addresses, among other issues, corporate governance, auditor independence and accounting standards, executive compensation, insider loans, whistleblower protection and enhanced and timely disclosure of corporate information. The SEC has adopted a substantial number of implementing rules and the Financial Industry Regulatory Authority (FINRA) has adopted corporate governance rules that have been approved by the SEC and are applicable to the Company. The changes are intended to allow stockholders to monitor more effectively the performance of companies and management. As directed by Section 302(a) of the Sarbanes-Oxley Act, the Company’s Chief Executive Officer and Chief Financial Officer are each required to certify that the Company’s quarterly and annual reports do not contain any untrue statement of a material fact. This requirement has several parts, including certification that these officers are responsible for establishing, maintaining and regularly evaluating the effectiveness of the Company’s disclosure controls and procedures and internal controls over financial reporting; that they have made certain disclosures to the Company’s auditors and the Board of Directors about the Company’s disclosure controls and procedures and internal control over financial reporting, and that they have included information in the Company’s quarterly and annual reports about their evaluation of the Company’s disclosure controls and procedures and internal control over financial reporting, and whether there have been significant changes in the Company’s internal disclosure controls and procedures or in other factors that could significantly affect such controls and procedures subsequent to the evaluation and whether there have been any significant changes in the Company’s internal control over financial reporting that have materially affected or reasonably likely to materially affect the Company’s internal control over financial reporting, and compliance with certain other disclosure objectives. Section 906 of the Sarbanes-Oxley Act requires an additional certification that each periodic report containing financial statements fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information in the report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

Dodd-Frank Wall Street Reform and Consumer Protection Act

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection 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

 

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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 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 operations.

Deposit Insurance Premiums

The Bank’s deposits have the benefit of FDIC insurance up to applicable limits. The FDIC’s Deposit Insurance Fund is funded by assessments on insured depository institutions, which depend on the risk category of an institution and the amount of assets that it holds. The FDIC may increase or decrease the assessment rate schedule on a semi-annual basis.

The Bank was also a participant in the FDIC’s Temporary Liquidity Guarantee Program.

On May 22, 2009, the FDIC announced a special assessment on insured institutions as part of its efforts to rebuild the Deposit Insurance Fund and help maintain public confidence in the banking system. The special assessment is five basis points of each FDIC-insured depository institution’s assets minus Tier 1 capital, as of June 30, 2009. The Company recorded a pre-tax charge of approximately $1.0 million in the second quarter of 2009 in connection with the special assessment.

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.

In February 2011, the FDIC approved a rule to change the assessment base from adjusted domestic deposits to average consolidated total assets minus average tangible equity. The rule should keep the overall amount collected from the industry very close to the amount collected prior to the new calculation.

Risk-Based Capital Guidelines

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 sets the Basel III minimum regulatory capital requirements for all organizations. It includes a new common equity Tier I ratio of 4.5 percent of risk-weighted assets, raises the minimum Tier I capital ratio from 4 percent to 6 percent of risk-weighted assets and would set a new conservation buffer of 2.5 percent of rick-weighted assets. The final rule will come into effect on January 1, 2015. Thereafter begins a phase-in period through January 1, 2019. 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.

 

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Competition

The Company experiences substantial competition in attracting deposits and making loans from commercial banks, thrift institutions and other enterprises such as insurance companies and mutual funds. These competitors include several major commercial banks whose greater resources may afford them a competitive advantage by enabling them to maintain numerous branch offices and mount extensive advertising campaigns. A number of these competitors are not subject to the regulatory oversight that the Company is subject to, which increases these competitors’ flexibility.

Forward-Looking Statements

Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of Section 21A of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue” or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, the financial and securities markets, and the availability of and costs associated with sources of liquidity.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

 

ITEM 1A.     RISK FACTORS

The risk factors that may affect the Company’s performance and results of operations include the following:

(i) the Company’s business is dependent upon general economic conditions in Massachusetts. The national and local economies may adversely affect the Company’s performance and results of operations;

(ii) the Company’s earnings depend, to a great extent, upon the level of net interest income generated by the Company, and therefore the Company’s results of operations may be adversely affected by increases or decreases in interest rates or by the shape of the yield curve;

(iii) the banking business is highly competitive and the profitability of the Company depends upon the Company’s ability to attract loans and deposits in Massachusetts, southern New Hampshire, and Rhode Island, where the Company competes with a variety of traditional banking companies, some of which have vastly greater resources, and nontraditional institutions such as credit unions and finance companies;

(iv) at December 31, 2013, approximately 63.7% of the Company’s loan portfolio was comprised of commercial and commercial real estate loans, exposing the Company to the risks inherent in financings 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;

(v) at December 31, 2013, approximately 32.9% of the Company’s loan portfolio was comprised of residential real estate loans, exposing the Company to the risks inherent in financings based upon analyses of credit risk and the value of underlying collateral. Accordingly, the Company’s profitability may be negatively impacted by errors in risk analyses, by loan defaults and the ability of certain borrowers to repay such loans may be adversely affected by any downturn in general economic conditions;

(vi) economic conditions and interest rate risk could adversely impact the fair value and the ultimate collectibility of the Company’s investments. Should an investment be deemed “other than temporarily impaired”, the Company would be required to writedown the carrying value of the investment through earnings. Such writedown(s) may have a material adverse effect on the Company’s financial condition and results of operations;

 

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(vii) writedown of goodwill and other identifiable intangible assets would negatively impact our financial condition and results of operations. At December 31, 2013, our goodwill and other identifiable intangible assets were approximately $2.7 million;

(viii) acts or threats of terrorism and actions taken by the United States or other governments as a result of such acts or threats, including possible military action, could further adversely affect business and economic conditions in the United States of America generally and in the Company’s markets, which could adversely affect the Company’s financial performance and that of the Company’s borrowers and on the financial markets and the price of the Company’s Class A common stock;

(ix) changes in the extensive laws, regulations and policies governing bank holding companies and their subsidiaries could alter the Company’s business environment or affect the Company’s operations;

(x) the potential need to adapt to industry changes in information technology systems, on which the Company is highly dependent to secure bank and customer financial information, could present operational issues, require significant capital spending or impact the Company’s reputation; and

(xi) the Governor of Massachusetts has proposed a tax plan that would modify existing income tax rules. The Governor’s plan is part of his budget recommendations for fiscal year 2015, and will subject security corporations to the same tax base and rate as regular business corporations. The proposed tax changes would take effect as of January 1, 2015. The Company is currently analyzing the financial impact of the proposed changes.

These factors, as well as general economic and market conditions in the United States of America, may materially and adversely affect the Company’s performance, results of operations and the market price of shares of the Company’s Class A common stock.

 

ITEM 1B.    UNRESOLVED STAFF COMMENTS

No written comments received by the Company from the SEC regarding the Company’s periodic or current reports remain unresolved.

 

ITEM 2.     PROPERTIES

The Company owns its main banking office, headquarters, and operations center in Medford, Massachusetts, which were expanded in 2004, and 11 of the 25 other facilities in which its branch offices are located. The remaining offices are occupied under leases expiring on various dates from 2014 to 2026. The Company believes that its banking offices are in good condition.

During July 2010, the Company entered into a lease agreement to open a branch located at Newton Centre in Newton, Massachusetts. The branch opened on June 20, 2011.

During September 2010, the Company entered into a lease agreement to open a branch located in Andover, Massachusetts. The branch opened on July 16, 2012.

During June 2012, the Company entered into a lease agreement to open a branch located in Wellesley, Massachusetts. The branch opened on November 26, 2012.

During July 2012, the Company received state regulatory approval to close a branch at Chestnut Hill in Newton, Massachusetts. The branch closed on September 21, 2012 and the accounts were temporarily moved to the Brookline, Massachusetts branch. During July 2012, the Company entered into a lease agreement and received regulatory approval to open a branch at a new location at Chestnut Hill in Newton, Massachusetts. The branch opened on November 7, 2013 and the majority of the accounts that were temporarily moved to the Brookline, Massachusetts branch were moved to the new branch at Chestnut Hill in Newton, Massachusetts.

During December 2013, the Company entered into a lease agreement to open a branch located in Woburn, Massachusetts. The branch is scheduled to open during the third quarter of 2014.

 

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ITEM 3. LEGAL PROCEEDINGS

The Company and its subsidiaries are parties to various claims and lawsuits arising in the course of their normal business activities. Although the ultimate outcome of these suits cannot be ascertained at this time, it is the opinion of management that none of these matters, even if it resolved adversely to the Company, will have a material adverse effect on the Company’s consolidated financial position.

 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)  The Class A Common Stock of the Company is traded on the NASDAQ National Global Market under the symbol “CNBKA.” The price range of the Company’s Class A common stock since January 1, 2012 is shown on page 12. The Company’s Class B Common Stock is not traded on any national securities exchange or other public trading market.

 

     Issuer Purchases of Equity Securities  

Period

   Total Number
of Shares
Purchased
     Weighted
Average
Price Paid
per Share
     Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
     Maximum Number of
Shares That May Yet be
Purchased Under the
Plans or Programs(1)
 

October 1 — October 31, 2013

                             300,000   

November 1 — November 30, 2013

                             300,000   

December 1 — December 31, 2013

                             300,000   

 

 

 

(1) On July 9, 2013, the Company announced a reauthorization of the Class A common stock repurchase program to repurchase up to 300,000 shares. The Company placed no deadline on the repurchase program. There were no shares purchased other than through a publicly announced plan or program.

The shares of Class A Common Stock are generally not entitled to vote on any matter, including in the election of Company Directors, but, in limited circumstances, may be entitled to vote as a class on certain extraordinary transactions, including any merger or consolidation (other than one in which the Company is the surviving corporation or one which by law may be approved by the directors without any stockholder vote) or the sale, lease, or exchange of all or substantially all of the property and assets of the Company. Since the vote of a majority of the shares of the Company’s Class B Common Stock, voting as a separate class, is required to approve certain extraordinary corporate transactions, the holders of Class B Common Stock have the power to prevent any takeover of the Company not approved by them.

(b)  Approximate number of equity security holders as of December 31, 2013:

 

Title of Class

   Approximate Number
of Record Holders
 

Class A Common Stock

     1,080   

Class B Common Stock

     61   

(c)  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.

The following table shows the dividends paid by the Company on the Class A and Class B Common Stock for the periods indicated.

 

     Dividends per
Share
 
     Class A      Class B  

2012

     

First quarter

   $ .12       $ .06   

Second quarter

     .12         .06   

Third quarter

     .12         .06   

Fourth quarter

     .12         .06   

2013

     

First quarter

   $ .12       $ .06   

Second quarter

     .12         .06   

Third quarter

     .12         .06   

Fourth quarter

     .12         .06   

 

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The Company’s ability to pay dividends on its shares depends generally on dividends it receives from the Bank. Both Massachusetts and federal law limit the payment of dividends by the Bank to the Company. Under FDIC regulations and applicable Massachusetts law, the dollar amount of dividends and any other capital distributions that the Bank may make depends upon its capital position and recent net income. Generally, so long as the Bank remains adequately capitalized, it may potentially make capital distributions during any calendar year equal to up to 100% of net income for the year to date plus retained net income for the two preceding years. However, if the Bank’s capital becomes impaired or the FDIC or Commissioner otherwise determines that the Bank should conserve capital, the Bank may be prohibited or otherwise limited from paying any dividends or making any other capital distributions.

The Federal Reserve Board also has authority to prohibit dividends by bank holding companies such as the Company, if their actions constitute unsafe or unsound practices. Prior to the recent financial crisis, the Federal Reserve Board issued a policy statement and supervisory guidance on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve Board’s view that a bank holding company should pay cash dividends only to the extent that, (1) the company’s net income for the past year is sufficient to cover the cash dividends, (2) the rate of earnings retention is consistent with the company’s capital needs, asset quality, and overall financial condition, and (3) the minimum regulatory capital adequacy ratios are met. It is also the Federal Reserve Board’s policy that bank holding companies should not maintain dividend levels that undermine their ability to serve as a source of strength to their banking subsidiaries. It is expected that the Federal Reserve Board will be more rather than less restrictive for the foreseeable future about dividend practices.

(d) The following schedule provides information with respect to the Company’s equity compensation plans under which shares of Class A Common Stock are authorized for issuance as of December 31, 2013:

 

     Equity Compensation Plan Information  

Plan Category

   Number of Shares
to be Issued
Upon Exercise of
Outstanding Options
(a)
     Weighted-Average
Exercise Price of
Outstanding Options
(b)
     Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Shares Reflected in
Column (a))
(c)
 

Equity compensation plans approved by security holders

     20,375       $ 31.82         224,884   

Equity compensation plans not approved by security holders

                       
  

 

 

    

 

 

    

 

 

 

Total

     20,375       $ 31.82         224,884   

(e)  The performance graph information required herein is shown on page 12.

 

ITEM 6. SELECTED FINANCIAL DATA

The information required herein is shown on pages 11 and 12.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The information required herein is shown on pages 13 through 36.

 

ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required herein is shown on page 33.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required herein is shown on pages 37 through 87.

 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

The Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures as of December 31, 2013. Based on this evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures are effective. The Company’s 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 Securities Exchange Act of 1934 is accumulated and reported to Company management (including the principal executive officer and principal financial officer) and is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. In addition, the Company has reviewed its internal control over financial reporting and there have been no changes that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect its internal control over financial reporting or in other factors that could significantly affect its internal control over financial reporting. Management’s report on internal control over financial reporting is shown on page 90. The audit report of the registered public accounting firm is shown on page 89.

 

ITEM 9B. OTHER INFORMATION

None.

 

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Financial Highlights

 

     2013     2012     2011     2010     2009  
     (dollars in thousands, except share data)  

FOR THE YEAR

          

Interest income

   $ 79,765      $ 81,494      $ 78,065      $ 76,583      $ 79,600   

Interest expense

     18,805        19,540        22,766        24,817        31,723   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

     60,960        61,954        55,299        51,766        47,877   

Provision for loan losses

     2,710        4,150        4,550        5,575        6,625   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

     58,250        57,804        50,749        46,191        41,252   

Other operating income

     18,615        15,865        16,240        15,999        16,470   

Operating expenses

     55,812        53,238        48,742        47,372        46,379   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     21,053        20,431        18,247        14,818        11,343   

Provision for income taxes

     1,007        1,392        1,554        1,244        1,183   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 20,046      $ 19,039      $ 16,693      $ 13,574      $ 10,160   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average shares outstanding Class A, basic

     3,575,683        3,557,693        3,543,233        3,521,179        3,509,931   

Average shares outstanding Class B, basic

     1,980,855        1,990,474        1,997,411        2,012,327        2,022,318   

Average shares outstanding Class A, diluted

     5,557,693        5,549,191        5,541,794        5,535,742        5,534,340   

Average shares outstanding Class B, diluted

     1,980,855        1,990,474        1,997,411        2,012,327        2,022,318   

Total shares outstanding at year-end

     5,556,584        5,554,959        5,542,697        5,540,247        5,530,297   

Earnings per share:

          

Basic, Class A

   $ 4.39      $ 4.18      $ 3.68      $ 3.00      $ 2.25   

Basic, Class B

   $ 2.19      $ 2.09      $ 1.84      $ 1.50      $ 1.12   

Diluted, Class A

   $ 3.61      $ 3.43      $ 3.01      $ 2.45      $ 1.84   

Diluted, Class B

   $ 2.19      $ 2.09      $ 1.84      $ 1.50      $ 1.12   

Dividend payout ratio

     10.9     11.5     13.1     16.0     21.4

AT YEAR-END

          

Assets

   $ 3,431,154      $ 3,086,209      $ 2,743,225      $ 2,441,684      $ 2,254,035   

Loans

     1,264,763        1,111,788        984,492        906,164        877,125   

Deposits

     2,715,839        2,445,073        2,124,584        1,902,023        1,701,987   

Stockholders’ equity

     176,472        179,990        160,649        145,025        132,730   

Book value per share

   $ 31.76      $ 32.40      $ 28.98      $ 26.18      $ 24.00   

SELECTED FINANCIAL PERCENTAGES

          

Return on average assets

     0.60     0.65     0.63     0.56     0.50

Return on average stockholders’ equity

     11.58     11.06     10.72     9.52     7.98

Net interest margin, taxable equivalent

     2.21     2.51     2.48     2.52     2.69

Net charge-offs as a percent of average loans

     0.08     0.15     0.21     0.44     0.63

Average stockholders’ equity to average assets

     5.22     5.85     5.88     5.93     6.26

Efficiency ratio

     63.0     62.1     62.2     65.0     68.5

 

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Financial Highlights — (Continued)

 

 

Per Share Data

2013, Quarter Ended

   December 31,      September 30,      June 30,      March 31,  

Market price range (Class A)

           

High

   $ 35.98       $ 37.80       $ 35.75       $ 35.40   

Low

     29.67         31.22         31.11         30.41   

Dividends Class A

     0.12         0.12         0.12         0.12   

Dividends Class B

     0.06         0.06         0.06         0.06   

2012, Quarter Ended

   December 31,      September 30,      June 30,      March 31,  

Market price range (Class A)

           

High

   $ 34.00       $ 33.00       $ 30.24       $ 29.50   

Low

     28.02         28.46         25.00         23.51   

Dividends Class A

     0.12         0.12         0.12         0.12   

Dividends Class B

     0.06         0.06         0.06         0.06   

The stock performance graph below compares the cumulative total shareholder return of the Company’s Class A Common Stock from December 31, 2008 to December 31, 2013 with the cumulative total return of the NASDAQ Market Index (U.S. Companies) and the NASDAQ Bank Stock Index. The lines in the graph represent monthly index levels derived from compounded daily returns that include all dividends. If the monthly interval, based on the fiscal year-end, was not a trading day, the preceding trading day was used.

Comparison of Five-Year

Cumulative Total Return*

 

LOGO

 

Value of $100 Invested on December 31, 2008 at:   2009     2010     2011     2012      2013  

Century Bancorp, Inc.

  $ 143.61      $ 178.37      $ 191.51      $ 227.01       $ 232.34   

NASDAQ Banks

    84.30        100.68        90.16        105.38         150.84   

NASDAQ U.S.

    143.74        170.18        171.08        202.40         281.92   

 

* Assumes that the value of the investment in the Company’s Common Stock and each index was $100 on December 31, 2008 and that all dividends were reinvested.

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition

FORWARD-LOOKING STATEMENTS

Certain statements contained herein are not based on historical facts and are “forward-looking statements” within the meaning of Section 21A of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions (some of which are beyond the Company’s control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue” or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, the financial and securities markets, and the availability of and costs associated with sources of liquidity.

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

RECENT MARKET DEVELOPMENTS

The financial services industry continues to face challenges in the aftermath of the recent national and global economic crisis. Since June 2009, the U.S. economy has been recovering from the most severe recession and financial crisis since the Great Depression. There have been some improvements in private-sector employment, industrial production and U.S. exports; nevertheless, the pace of economic recovery has been slow. Financial markets have improved since the depths of the crisis but are still unsettled and volatile. There is continued concern about the U.S. economic outlook.

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) became law. The Act was intended to address many issues arising in the recent financial crisis and is exceedingly broad in scope, affecting many aspects of bank and financial market regulation. The Act requires, or permits by implementing regulation, enhanced prudential standards for banks and bank holding companies inclusive of capital, leverage, liquidity, concentration and exposure measures. In addition, traditional bank regulatory principles such as restrictions on transactions with affiliates and insiders were enhanced. The Act also contains reforms of consumer mortgage lending practices and creates a Bureau of Consumer Financial Protection, which is granted broad authority over consumer financial practices of banks and others. It is expected as the specific new or incremental requirements applicable to the Company become effective that the costs and difficulties of remaining compliant with all such requirements will increase. The Act broadens the base for FDIC assessments to average consolidated assets less tangible equity of financial institutions and also permanently raises the current standard maximum FDIC deposit insurance amount to $250,000. The Act extended unlimited deposit insurance on non-interest bearing transaction accounts through December 31, 2012. In addition, the Act added a new Section 13 to the Bank Holding Company Act, the so-called “Volcker Rule,” (the “Rule”) which generally restricts certain banking entities such as the Company and its subsidiaries or affiliates, from engaging in proprietary trading activities and owning equity in or sponsoring any private equity or hedge fund. The Rule became effective July 21, 2012. The final implementing regulations for the Rule were issued by various regulatory agencies in December, 2013 and under an extended conformance regulation compliance must be achieved by July 21, 2015. Under the Rule, the Company may be restricted from engaging in proprietary trading, investing in third party hedge or private equity funds or sponsoring new funds unless it qualifies for an exemption from the rule. The Company has little involvement in prohibited proprietary trading or investment activities in covered funds and the Company does not 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

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

for all of 2010, 2011 and 2012. The FDIC Board voted to adopt a uniform three-basis point increase in assessment rates effective on January 1, 2011, and extend the restoration period from seven to eight years. This rule was finalized on November 2, 2009. The Company’s quarterly risk-based deposit insurance assessments were paid from this amount until June 30, 2013. The Company received a refund of $2.4 million of prepaid FDIC assessments in June 2013.

Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. Also, the Basel Committee has issued capital standards entitled “Basel III: A global regulatory framework for more resilient banks and banking systems” (“Basel III”). The Federal Reserve Board has finalized its rule implementing the Basel III regulatory capital framework. The rule, that will come into effect in January 2015, sets the Basel III minimum regulatory capital requirements for all organizations. It includes a new common equity Tier I ratio of 4.5 percent of risk-weighted assets, raises the minimum Tier I capital ratio from 4 percent to 6 percent of risk-weighted assets and would set a new conservation buffer of 2.5 percent of rick-weighted assets. The Company has analyzed the final rules; the implementation of the framework will not have a material impact on the Company’s financial condition or results of operations.

The Governor of Massachusetts has proposed a tax plan that would modify existing income tax rules. The governor’s plan is part of his budget recommendations for fiscal year 2015, and will subject security corporations to the same tax base and rate as regular business corporations. The proposed tax changes would take effect as of January 1, 2015. The Company is currently analyzing the financial impact of the proposed changes.

OVERVIEW

Century Bancorp, Inc. (together with its bank subsidiary, unless the context otherwise requires, the “Company”) is a Massachusetts state-chartered bank holding company headquartered in Medford, Massachusetts. The Company is a Massachusetts corporation formed in 1972 and has one banking subsidiary (the “Bank”): Century Bank and Trust Company formed in 1969. At December 31, 2013, the Company had total assets of $3.4 billion. Currently, the Company operates 26 banking offices in 19 cities and towns in Massachusetts, ranging from Braintree in the south to Andover in the north. The Bank’s customers consist primarily of small and medium-sized businesses and retail customers in these communities and surrounding areas, as well as local governments and institutions throughout Massachusetts.

The Company’s results of operations are largely dependent on net interest income, which is the difference between the interest earned on loans and securities and the interest paid on deposits and borrowings. The results of operations are also affected by the level of income/fees from loans and deposits, as well as operating expenses, the provision for loan losses, the impact of federal and state income taxes and the relative levels of interest rates and economic activity.

The Company offers a wide range of services to commercial enterprises, state and local governments and agencies, nonprofit organizations and individuals. It emphasizes service to small and medium-sized businesses and retail customers in its market area. The Company makes commercial loans, real estate and construction loans, and consumer loans and accepts savings, time and demand deposits. In addition, the Company offers to its corporate and institutional customers automated lockbox collection services, cash management services and account reconciliation services, and it actively promotes the marketing of these services to the municipal market. Also, the Company provides full-service securities brokerage services through a program called Investment Services at Century Bank, which is supported by LPL Financial, a third party full-service securities brokerage business.

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, consisting of 204 relationships. The Company has deposit relationships with 193 (55%) of the 351 cities and towns in Massachusetts.

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The Company had net income of $20,046,000 for the year ended December 31, 2013, compared with net income of $19,039,000 for the year ended December 31, 2012, and net income of $16,693,000 for the year ended December 31, 2011. Class A diluted earnings per share were $3.61 in 2013, compared to $3.43 in 2012 and $3.01 in 2011.

Earnings per share (EPS) for each class of stock and for each year ended December 31, is as follows:

 

     2013      2012      2011  

Basic EPS – Class A common

   $ 4.39       $ 4.18       $ 3.68   

Basic EPS – Class B common

   $ 2.19       $ 2.09       $ 1.84   

Diluted EPS – Class A common

   $ 3.61       $ 3.43       $ 3.01   

Diluted EPS – Class B common

   $ 2.19       $ 2.09       $ 1.84   

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

Net Interest Margin

 

LOGO

Pricing discipline occurred through the first quarter of 2011. The net interest margin fell somewhat during the second quarter of 2011 mainly as a result of increased deposits and corresponding lower yield short-term investments. During the third quarter of 2011 through the third quarter of 2012, management stabilized the net interest margin by continuing to lower cost of funds, and by deploying excess liquidity through expansion of the investment portfolio. Also, the Company collected approximately $3,253,000 of prepayment penalties during 2012. The primary factor accounting for the decrease in the net interest margin for the fourth quarter of 2012 and through the fourth quarter of 2013 was an additional large influx of deposits. Management invested the funds in shorter term securities.

While management will continue its efforts to improve the net interest margin, there can be no assurance that certain factors beyond its control, such as the prepayment of loans and changes in market interest rates, will continue to positively impact the net interest margin.

Historical U.S. Treasury Yield Curve

 

LOGO

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

A yield curve is a line that typically plots the interest rates of U.S. Treasury Debt, which have different maturity dates but the same credit quality, at a specific point in time. The three main types of yield curve shapes are normal, inverted and flat. Over the past three years, the U.S. economy has experienced low short-term rates. During 2013, longer-term rates have increased resulting in a steepening of the yield curve.

During 2013, the Company’s earnings were positively impacted primarily by an increase in other operating income and a decrease in provision for loan losses. This increase in other operating income was primarily due to an increase in net gains on sales of loans and net gains on sales of securities. The decrease in the provision for loan losses was primarily attributable to a lower level of charge-off activity and changes in portfolio composition. During 2013, 2012 and 2011, the U.S. economy experienced a lower short-term rate environment. The lower short-term rates negatively impacted the net interest margin as the rate at which short-term deposits could be invested declined more than the rates offered on those deposits. The net interest margin was positively impacted in 2012 as a result of prepayment penalties that were collected during the year.

Total assets were $3,431,154,000 at December 31, 2013, an increase of 11.2% from total assets of $3,086,209,000 at December 31, 2012.

On December 31, 2013, stockholders’ equity totaled $176,472,000, compared with $179,990,000 on December 31, 2012. Book value per share decreased to $31.76 at December 31, 2013, from $32.40 on December 31, 2012.

During July 2010, the Company entered into a lease agreement to open a branch located at Newton Centre in Newton, Massachusetts. The branch opened on June 20, 2011.

During September 2010, the Company entered into a lease agreement to open a branch located in Andover, Massachusetts. The branch opened on July 16, 2012.

During June 2012, the Company entered into a lease agreement to open a branch located in Wellesley, Massachusetts. The branch opened on November 26, 2012.

During July 2012, the Company received state regulatory approval to close a branch at Chestnut Hill in Newton, Massachusetts. The branch closed on September 21, 2012 and the accounts were temporarily moved to the Brookline, Massachusetts branch. During July 2012, the Company entered into a lease agreement and received regulatory approval to open a branch at a new location at Chestnut Hill in Newton, Massachusetts. The branch opened on November 7, 2013 and the majority of the accounts that were temporarily moved to the Brookline, Massachusetts branch were moved to the new branch at Chestnut Hill in Newton, Massachusetts.

During December 2013, the Company entered into a lease agreement to open a branch located in Woburn, Massachusetts. The branch is scheduled to open during the third quarter of 2014.

CRITICAL ACCOUNTING POLICIES

Accounting policies involving significant judgments and assumptions by management, which have, or could have, a material impact on the carrying value of certain assets and impact income, are considered critical accounting policies.

The Company considers impairment of investment securities and allowance for loan losses to be its critical accounting policies. There have been no significant changes in the methods or assumptions used in the accounting policies that require material estimates and assumptions.

Impaired Investment Securities

If a decline in fair value below the amortized cost basis of an investment security is judged to be “other-than-temporary,” the cost basis of the investment is written down to fair value. The amount of the writedown is included as a charge to earnings. The amount of the impairment charge is recognized in earnings with an offset for the noncredit component which is recognized through other comprehensive income. Some factors considered

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

for other-than-temporary impairment related to a debt security include an analysis of yield which results in a decrease in expected cash flows, whether an unrealized loss is issuer specific, whether the issuer has defaulted on scheduled interest and principal payments, whether the issuer’s current financial condition hinders its ability to make future scheduled interest and principal payments on a timely basis or whether there was a downgrade in ratings by rating agencies.

The Company does not intend to sell any of its debt securities with an unrealized loss, and it is not more likely than not that it will be required to sell the debt securities before the anticipated recovery of their remaining amortized cost, which may be maturity.

Allowance for Loan Losses

Arriving at an appropriate level of allowance for loan losses necessarily involves a high degree of judgment. Management maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on assessments of the probable estimated losses inherent in the loan portfolio. Management’s methodology for assessing the appropriateness of the allowance consists of several key elements, which include the formula allowance and specific allowances for identified problem loans.

The formula allowance evaluates groups of loans to determine the allocation appropriate within each portfolio segment. Specific allowances for loan losses entail the assignment of allowance amounts to individual loans on the basis of loan impairment. The formula allowance and specific allowances also include management’s evaluation of various conditions, including business and economic conditions, delinquency trends, charge-off experience and other quality factors. Further information regarding the Company’s methodology for assessing the appropriateness of the allowance is contained within Note 1 of the “Notes to Consolidated Financial Statements.”

Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination.

FINANCIAL CONDITION

Investment Securities

The Company’s securities portfolio consists of securities available-for-sale (“AFS”) and securities held-to-maturity (“HTM”).

Securities available-for-sale consist of certain U.S. Treasury and U.S. Government Sponsored Enterprise mortgage-backed securities; state, county and municipal securities; privately issued mortgage-backed securities; other debt securities; and other marketable equities.

These securities are carried at fair value, and unrealized gains and losses, net of applicable income taxes, are recognized as a separate component of stockholders’ equity. The fair value of securities available-for-sale at December 31, 2013 totaled $464,245,000 and included gross unrealized gains of $821,000 and gross unrealized losses of $2,519,000. A year earlier, the fair value of securities available-for-sale was $1,434,801,000 including gross unrealized gains of $21,477,000 and gross unrealized losses of $1,271,000. In 2013, the Company recognized gains of $3,019,000 on the sale of available-for-sale securities. In 2012 and 2011, the Company recognized gains of $1,843,000 and $1,940,000, respectively.

Securities classified as held-to-maturity consist of U.S. Government Sponsored Enterprises and mortgage-backed securities. Securities held-to-maturity as of December 31, 2013 are carried at their amortized cost of $1,487,884,000. A year earlier, securities held-to-maturity totaled $275,507,000.

During the third quarter of 2013, $987,037,000 of securities available-for-sale with unrealized losses of $25,333,000 were transferred to securities held-to-maturity. This was done in response to rising interest rates and an assessment of liquidity needs.

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The following table sets forth the fair value and percentage distribution of securities available-for-sale at the dates indicated.

Fair Value of Securities Available-for-Sale

 

     2013     2012     2011  

At December 31,

   Amount      Percent     Amount      Percent     Amount      Percent  
(dollars in thousands)                                        

U.S. Treasury

   $ 1,998         0.4   $ 2,004         0.1   $ 2,012         0.2

U.S. Government Sponsored Enterprises

     10,004         2.2     130,340         9.1     174,957         13.9

SBA Backed Securities

     7,302         1.6     8,156         0.6     8,801         0.7

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

     403,189         86.8     1,233,357         86.0     1,035,838         82.3

Privately Issued Residential Mortgage-Backed Securities

     2,277         0.5     2,947         0.2     3,198         0.3

Obligations Issued by States and Political Subdivisions

     36,723         7.9     55,174         3.8     20,642         1.6

Other Debt Securities

     2,176         0.5     2,253         0.2     12,610         1.0

Equity Securities

     576         0.1     570         0.0     618         0.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 464,245         100.0   $ 1,434,801         100.0   $ 1,258,676         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

The majority of the Company’s securities AFS are classified as Level 2, as defined in Note 1 of the “Notes to Consolidated Financial Statements.” The fair values of these securities are obtained from a pricing service, which provides the Company with a description of the inputs generally utilized for each type of security. These inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Management’s understanding of a pricing service’s pricing methodologies includes obtaining an understanding of the valuation risks, assessing its qualification, verification of sources of information and processes used to develop prices and identifying, documenting, and testing controls. Management’s validation of a vendor’s pricing methodology includes establishing internal controls to determine that the pricing information received by a pricing service and used by management in the valuation process is relevant and reliable. Market indicators and industry and economic events are also monitored. The decline in fair value from amortized cost for individual available-for-sale securities that are temporarily impaired is not attributable to changes in credit quality. Because the Company does not intend to sell any of its debt securities and it is not more likely than not that it will be required to sell the debt securities before the anticipated recovery of their remaining amortized cost, the Company does not consider these investments to be other-than-temporarily impaired at December 31, 2013.

Securities available-for-sale totaling $36,597,000, or 1.07% of assets, are classified as Level 3, as defined in Note 1 of the “Notes to Consolidated Financial

Statements.” These securities are generally equity investments or municipal securities with no readily determinable fair value. The securities are carried at fair value with periodic review of underlying financial statements and credit ratings to assess the appropriateness of these valuations.

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

The following table sets forth the amortized cost and percentage distribution of securities held-to-maturity at the dates indicated.

 

18


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

Amortized Cost of Securities Held-to-Maturity

 

      2013     2012     2011  

At December 31,

   Amount      Percent     Amount      Percent     Amount      Percent  
(dollars in thousands)                                        

U.S. Government Sponsored Enterprises

   $ 291,779         19.6   $ 17,747         6.4   $ 26,979         15.0

U.S. Government Sponsored Enterprise Mortgage-Backed Securities

     1,196,105         80.4     257,760         93.6     152,389         85.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 1,487,884         100.0   $ 275,507         100.0   $ 179,368         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

The following two tables set forth contractual maturities of the Bank’s securities portfolio at December 31, 2013. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Fair Value of Securities Available-for-Sale Amounts Maturing

 

    Within
One
Year
    % of
Total
    Weighted
Average
Yield
    One
Year to
Five
Years
    % of
Total
    Weighted
Average
Yield
    Five
Years to
Ten
Years
    % of
Total
    Weighted
Average
Yield
    Over
Ten
Years
    % of
Total
    Weighted
Average
Yield
 
(dollars in thousands)                                                                        

U.S. Treasury

  $ 1,998        0.4     0.23   $        0.0     0.00   $        0.0     0.00   $        0.0     0.00

U.S. Government

                       

Sponsored Enterprises

           0.0     0.00     10,004        2.2     2.64            0.0     0.00            0.0     0.00

SBA Backed Securities

           0.0     0.00            0.0     0.00     4,963        1.1     0.78     2,339        0.5     0.92

U.S. Government Agencyand Sponsored Enterprise Mortgage-Backed

                       

Securities

    1,696        0.4     3.21     167,826        36.2     0.60     233,055        50.2     0.61     612        0.1     2.25

Privately Issued Residential Mortgage-Backed Securities

    1,486        0.3     2.33     791        0.2     2.47            0.0     0.00            0.0     0.00

Obligations of States and Political Subdivisions

    31,184        6.7     0.82     1,719        0.4     3.00            0.0     0.00     3,820        0.8     0.50

Other Debt Securities

    600        0.1     1.45     200        0.0     0.99            0.0     0.00            0.0     0.00

Equity Securities

           0.0     0.00            0.0     0.00            0.0     0.00            0.0     0.00
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 36,964        7.9     0.97   $ 180,540        39.0     0.74   $ 238,018        51.3     0.61   $ 6,771        1.4     0.80
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

19


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

 

     Non-
Maturing
     % of
Total
    Weighted
Average
Yield
    Total      % of
Total
    Weighted
Average
Yield
 
(dollars in thousands)                                       

U.S. Treasury

   $         0.0     0.00   $ 1,998         0.4     0.23

U.S. Government Sponsored Enterprises

             0.0     0.00     10,004         2.2     2.64

SBA Backed Securities

             0.0     0.00     7,302         1.6     0.83

U.S. Government Agency and Sponsored

              

Enterprise Mortgage-Backed Securities

             0.0     0.00     403,189         86.8     0.62

Privately Issued Residential Mortgage-Backed Securities

             0.0     0.00     2,277         0.5     2.38

Obligations of States and Political Subdivisions

             0.0     0.00     36,723         7.9     0.88

Other Debt Securities

     1,376         0.3     3.34     2,176         0.5     2.64

Equity Securities

     576         0.1     1.66     576         0.1     1.66
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 1,952         0.4     2.84   $ 464,245         100.0     0.70
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Amortized Cost of Securities Held-to-Maturity Amounts Maturing

 

    Within
One
Year
    % of
Total
    Weighted
Average
Yield
    One Year
to Five
Years
    % of
Total
    Weighted
Average
Yield
    Five Years
to Ten
Years
    % of
Total
    Weighted
Average
Yield
    Over
Ten
Years
    % of
Total
    Weighted
Average
Yield
    Total     % of
Total
    Weighted
Average
Yield
 
(dollars in thousands)                                                                                          

U.S. Government Sponsored Enterprises

  $        0.0     0.00   $ 99,189        6.7     1.14   $ 192,589        12.9     1.69   $        0.0     0.00   $ 291,778        19.6     1.50

U.S. Government Sponsored Enterprise Mortgage-Backed Securities

    5,689        0.4     2.90     728,144        48.9     2.39     461,195        31.0     2.20     1,078        0.1     4.14     1,196,106        80.4     2.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 5,689        0.4     2.90   $ 827,333        55.6     2.24   $ 653,784        43.9     2.05   $ 1,078        0.1     4.14   $ 1,487,884        100.0     2.16
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2013 and 2012, the Bank had no investments in obligations of individual states, counties, municipalities or nongovernment corporate entities which exceeded 10% of stockholders’ equity. In 2013, sales of securities totaling $224,045,000 in gross proceeds resulted in a net realized gain of $3,019,000. There were no sales of state, county or municipal securities during 2013 and 2012. In 2012, sales of securities totaling $294,881,000 in gross proceeds resulted in net realized gains of $1,843,000. In 2011, sales of securities totaling $75,615,000 in gross proceeds resulted in net realized gains of $1,940,000.

Management reviews the investment portfolio for other-than-temporary impairment of individual securities on a regular basis. The results of such analysis are dependent upon general market conditions and specific conditions related to the issuers of our securities.

Loans

The Company’s lending activities are conducted principally in Massachusetts, Southern New Hampshire, and Rhode Island. The Company grants single-family and multi-family residential loans, commercial and commercial real estate loans, and a variety of consumer loans. To a lesser extent, the Company grants loans for the construction of residential homes, multi-family properties, commercial real estate properties and land development. Most loans granted by the Company are secured by real estate collateral. The ability and willingness of commercial real estate, commercial, construction, residential and consumer loan borrowers to honor their repayment commitments are generally dependent on the health of the real estate market in the borrowers’ geographic areas and of the general economy.

 

20


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The following summary shows the composition of the loan portfolio at the dates indicated.

 

     2013     2012     2011     2010     2009  

December 31,

  Amount     Percent
of Total
    Amount     Percent
of Total
    Amount     Percent
of Total
    Amount     Percent
of Total
    Amount     Percent
of Total
 
(dollars in thousands)                                                            

Construction and land development

  $ 33,058        2.6   $ 38,618        3.5   $ 56,819        5.7   $ 53,583        5.9   $ 60,349        6.9

Commercial and industrial

    92,402        7.3     88,475        8.0     82,404        8.4     90,654        10.0     141,061        16.1

Commercial real estate

    713,327        56.4     576,465        51.8     487,495        49.5     433,337        47.8     361,823        41.2

Residential real estate

    286,041        22.6     281,857        25.3     239,307        24.3     207,787        22.9     188,096        21.4

Consumer

    8,824        0.7     6,823        0.6     6,197        0.6     5,957        0.7     7,105        0.8

Home equity

    130,277        10.3     118,923        10.7     110,786        11.3     114,209        12.6     118,076        13.5

Overdrafts

    834        0.1     627        0.1     1,484        0.2     637        0.1     615        0.1
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 1,264,763        100.0   $ 1,111,788        100.0   $ 984,492        100.0   $ 906,164        100.0   $ 877,125        100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2013, 2012, 2011, 2010 and 2009, loans were carried net of discounts of $454,000, $498,000, $550,000, $598,000 and $645,000, respectively. Net deferred loan fees of $174,000, $369,000, $666,000, $186,000 and $71,000 were carried in 2013, 2012, 2011, 2010 and 2009, respectively.

The following table summarizes the remaining maturity distribution of certain components of the Company’s loan portfolio on December 31, 2013. The table excludes loans secured by 1–4 family residential real estate and loans for household and family personal expenditures. Maturities are presented as if scheduled principal amortization payments are due on the last contractual payment date.

Remaining Maturities of Selected Loans at December 31, 2013

 

     One Year
or Less
     One to
Five Years
     Over Five
Years
     Total  
(dollars in thousands)                            

Construction and land development

   $ 8,625       $ 3,537       $ 20,896       $ 33,058   

Commercial and industrial

     26,860         26,172         39,370         92,402   

Commercial real estate

     16,089         96,608         600,630         713,327   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 51,574       $ 126,317       $ 660,896       $ 838,787   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

21


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The following table indicates the rate variability of the above loans due after one year.

 

December 31, 2013

   One to
Five Years
     Over Five
Years
     Total  
(dollars in thousands)                     

Predetermined interest rates

   $ 60,303       $ 262,989       $ 323,292   

Floating or adjustable interest rates

     66,014         397,907         463,921   
  

 

 

    

 

 

    

 

 

 

Total

   $ 126,317       $ 660,896       $ 787,213   
  

 

 

    

 

 

    

 

 

 

The Company’s commercial and industrial (“C&I”) loan customers represent various small and middle-market established businesses involved in manufacturing, distribution, retailing and services. Most clients are privately owned with markets that range from local to national in scope. Many of the loans to this segment are secured by liens on corporate assets and the personal guarantees of the principals. The regional economic strength or weakness impacts the relative risks in this loan category. There is little concentration in any one business sector, and loan risks are generally diversified among many borrowers.

Commercial real estate loans are extended to finance various manufacturing, warehouse, light industrial, office, retail and residential properties in the Bank’s market area, which generally includes Massachusetts, Southern New Hampshire, and Rhode Island. Also included are loans to educational institutions, hospitals and other non-profit organizations. Loans are normally extended in amounts up to a maximum of 80% of appraised value and normally for terms between three and thirty years.

Amortization schedules are long term and thus a balloon payment is generally due at maturity. Under most circumstances, the Bank will offer to rewrite or otherwise extend the loan at prevailing interest rates. During recent years, the Bank has emphasized nonresidential-type owner-occupied properties. This complements our C&I emphasis placed on the operating business entities and will continue. The regional economic environment affects the risk of both nonresidential and residential mortgages.

Residential real estate (1–4 family) includes two categories of loans. Included in residential real estate are approximately $16,472,000 of C&I type loans secured by 1–4 family real estate. Primarily, these are small businesses with modest capital or shorter operating histories where the collateral mitigates some risk. This category of loans shares similar risk characteristics with the C&I loans, notwithstanding the collateral position.

The other category of residential real estate loans is mostly 1–4 family residential properties located in the Bank’s market area. General underwriting criteria are largely the same as those used by Fannie Mae. The Bank utilizes mortgage insurance to provide lower down payment products and has provided a “First Time Homebuyer” product to encourage new home ownership. Residential real estate loan volume has increased and remains a core consumer product. The economic environment impacts the risks associated with this category.

Home equity loans are extended as both first and second mortgages on owner-occupied residential properties in the Bank’s market area. Loans are underwritten to a maximum loan to property value of 75%.

Bank officers evaluate the feasibility of construction projects based on independent appraisals of the project, architects’ or engineers’ evaluations of the cost of construction and other relevant data. As of December 31, 2013, the Company was obligated to advance a total of $7,026,000 to complete projects under construction.

 

22


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The composition of nonperforming assets is as follows:

 

December 31,

   2013     2012     2011     2010     2009  
(dollars in thousands)                               

Total nonperforming loans

   $ 2,549      $ 4,471      $ 5,827      $ 8,068      $ 12,311   

Other real estate owned

                   1,182                 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total nonperforming assets

   $ 2,549      $ 4,471      $ 7,009      $ 8,068      $ 12,311   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accruing troubled debt restructured loans

   $ 5,969      $ 3,048      $ 4,634      $ 1,248      $ 521   

Loans past due 90 and still accruing

                   18        50          

Nonperforming loans as a percent of gross loans

     0.20     0.40     0.59     0.89     1.40

Nonperforming assets as a percent of total assets

     0.07     0.14     0.26     0.33     0.55

The composition of impaired loans at December 31, is as follows:

 

      2013      2012      2011      2010      2009  

Residential real estate, multi-family

   $ 1,199       $ 862       $ 516       $       $   

Commercial real estate

     4,520         2,281         4,561         2,492         4,260   

Construction and land development

     608         1,500         1,500         4,000         4,900   

Commercial and industrial

     1,367         1,282         1,525         1,471         1,356   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total impaired loans

   $ 7,694       $ 5,925       $ 8,102       $ 7,963       $ 10,516   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

At December 31, 2013, 2012, 2011, 2010 and 2009, impaired loans had specific reserves of $1,019,000, $1,732,000, $741,000, $317,000 and $745,000 respectively.

The Company was servicing mortgage loans sold to others without recourse of approximately $109,301,000, $26,786,000, $18,196,000, $983,000 and $1,127,000 at December 31, 2013, 2012, 2011, 2010, and 2009, respectively. The Company had no loans held for sale at December 31, 2013, $9,378,000 at December 31, 2012, $3,389,000 at December 31, 2011, and none for December 31, 2010 and 2009.

Servicing assets are recorded at fair value and recognized as separate assets when rights are acquired through sale of loans with servicing rights retained. Mortgage servicing assets (“MSA”) are amortized into non-interest income in proportion to, and over the period of, the estimated net servicing income. Upon sale, the mortgage servicing asset is established, which represents the then-current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets and are amortized in proportion to, and over the period of estimated net servicing income and are assessed for impairment based on fair value at each reporting date. MSAs are reported in other assets in the consolidated balance sheets. MSAs totaled $703,000 at December 31, 2013, $137,000 for December 31, 2012, and $123,000 for December 31, 2011.

Directors and officers of the Company and their associates are customers of, and have other transactions with, the Company in the normal course of business. All loans and commitments included in such transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than normal risk of collection or present other unfavorable features.

Loans are placed on nonaccrual status when any payment of principal and/or interest is 90 days or more past due, unless the collateral is sufficient to cover both principal and interest and the loan is in the process of collection.

 

23


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The Company monitors closely the performance of its loan portfolio. In addition to internal loan review, the Company has contracted with an independent organization to review the Company’s commercial and commercial real estate loan portfolios. This independent review was performed in each of the past five years. The status of delinquent loans, as well as situations identified as potential problems, is reviewed on a regular basis by senior management and monthly by the Board of Directors of the Bank.

Nonaccrual loans decreased during 2013 primarily as a result of a charge-off of a construction loan and a decrease in residential real estate nonperforming loans. Nonaccrual loans decreased during 2012, primarily as a result of a decrease in home equity and residential real estate nonperforming loans.

Nonaccrual loans decreased during 2011, primarily as a result of $1,200,000 in charge-offs from two construction loans as well as the subsequent foreclosure of $1,300,000 of one of the construction loans. Nonaccrual loans decreased during 2010, primarily as a result of resolution of a $2,479,000 commercial real estate loan as well as $900,000 in charge-offs from two construction loans during 2010. Nonaccrual loans increased from 2008 to 2009, primarily as a result of three loan relationships, one primarily commercial real estate and two construction totaling $7,379,000.

The Company continues to monitor closely $16,918,000 and $18,645,000 at December 31, 2013 and 2012, respectively, of loans for which management has concerns regarding the ability of the borrowers to perform. The majority of the loans are secured by real estate and are considered to have adequate collateral value to cover the loan balances at December 31, 2013, although such values may fluctuate with changes in the economy and the real estate market.

 

24


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

Allowance for Loan Losses

The Company maintains an allowance for loan losses in an amount determined by management on the basis of the character of the loans, loan performance, financial condition of borrowers, the value of collateral securing loans and other relevant factors. The following table summarizes the changes in the Company’s allowance for loan losses for the years indicated.

 

Year Ended December 31,

   2013     2012     2011     2010     2009  
(dollars in thousands)                               

Year-end loans outstanding (net of unearned discount and deferred loan fees)

   $ 1,264,763      $ 1,111,788      $ 984,492      $ 906,164      $ 877,125   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average loans outstanding (net of unearned discount and deferred loan fees)

   $ 1,184,912      $ 1,036,296      $ 948,883      $ 877,858      $ 853,422   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance of allowance for loan losses at the beginning of year

   $ 19,197      $ 16,574      $ 14,053      $ 12,373      $ 11,119   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans charged-off:

          

Commercial

     234        1,253        676        1,559        1,498   

Construction

     1,000               1,200        900        3,639   

Commercial real estate

                          922          

Residential real estate

            351        341        515        490   

Consumer

     579        697        607        547        443   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans charged-off

     1,813        2,301        2,824        4,443        6,070   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Recovery of loans previously charged-off:

          

Commercial

     389        307        293        172        352   

Construction

                                 25   

Real estate

     31        45        35        8        4   

Consumer

     427        422        467        368        318   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recoveries of loans previously charged-off:

     847        774        795        548        699   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loan charge-offs

     966        1,527        2,029        3,895        5,371   

Provision charged to operating expense

     2,710        4,150        4,550        5,575        6,625   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at end of year

   $ 20,941      $ 19,197      $ 16,574      $ 14,053      $ 12,373   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of net charge-offs during the year to average loans outstanding

     0.08     0.15     0.21     0.44     0.63
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio of allowance for loan losses to loans outstanding

     1.66     1.73     1.68     1.55     1.41
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The amount of the allowance for loan losses results from management’s evaluation of the quality of the loan portfolio considering such factors as loan status, specific reserves on impaired loans, collateral values, financial condition of the borrower, the state of the economy and other relevant information. The pace of the charge-offs depends on many factors, including the national and regional economy. Cyclical lagging factors may result in charge-offs being higher than historical levels. Charge-offs increased during 2009 due to an increase in commercial loan charge-offs and construction loan charge-offs as a result of the weakening of the overall

 

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Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

economy and real estate market. Charge-offs declined in 2010, 2011, 2012, and 2013 as a result of the overall decrease in the level of nonaccrual loans. The dollar amount of the allowance for loan losses and the level of the allowance for loan losses to total loans increased primarily as a result of a lower level of charge-off activity combined with changes in the portfolio composition.

In evaluating the allowance for loan losses, the Company considered the following categories to be higher risk:

Construction loans — The outstanding loan balance of construction loans at December 31, 2013 is $33,058,000. A major portion in nonaccrual loans is one construction loan. Based on this fact, and the general local construction conditions, management closely monitors all construction loans and considers this type of loan to be higher risk.

Higher-balance loans — Loans greater than $1.0 million are considered “high-balance loans.” The balance of these loans is $701,103,000 at December 31, 2013, as compared to $567,306,000 at December 31, 2012. These loans are considered higher risk due to the concentration in individual loans. Additional allowance allocations are made based upon the level of high-balance loans. Included in high-balance loans are loans greater than $10.0 million. The balance of these loans is $377,915,000 at December 31, 2013, as compared to $245,198,000 at December 31, 2012. Additional allowance allocations are made based upon the level of this type of high balance loans that is separate and greater than the $1.0 million allocation.

Small business loans — The outstanding loan balances of small business loans is $40,184,000 at December 31, 2013. These are considered higher risk loans because small businesses have been negatively impacted by the current economic conditions. In a liquidation scenario, the collateral, if any, is often not sufficient to fully recover the outstanding balance of the loan. As a result, the Company often seeks additional collateral prior to renewing maturing small business loans. In addition, the payment status of the loans is monitored closely in order to initiate collection efforts in a timely fashion.

The allowance for loan losses is an estimate of the amount needed for an adequate reserve to absorb losses in the existing loan portfolio. This amount is determined by an evaluation of the loan portfolio, including input from an independent organization engaged to review selected larger loans, a review of loan experience and current economic conditions. Although the allowance is allocated between categories, the entire allowance is available to absorb losses attributable to all loan categories. At December 31 of each year listed below, the allowance is comprised of the following:

 

    2013     2012     2011     2010     2009  
    Amount     Percent
of Loans
in Each
Category
to Total
Loans
    Amount     Percent
of Loans
in Each
Category
to Total
Loans
    Amount     Percent
of Loans
in Each
Category
to Total
Loans
    Amount     Percent
of Loans
in Each
Category
to Total
Loans
    Amount     Percent
of Loans
in Each
Category
to Total
Loans
 
(dollars in thousands)                                                            

Construction and land development

  $ 2,174        2.6   $ 3,041        3.5   $ 2,893        5.7   $ 1,752        5.9   $ 362        6.9

Commercial and industrial

    2,989        7.3        3,118        8.0        3,139        8.4        3,163        10.0        4,972        16.1   

Commercial real estate

    11,218        56.4        9,065        51.8        6,566        49.5        5,671        47.8        2,983        41.2   

Residential real estate

    2,006        22.6        1,994        25.3        1,886        24.3        1,718        22.9        1,304        21.4   

Consumer and other

    432        0.8        333        0.7        356        0.8        298        0.8        1,753        0.9   

Home equity

    959        10.3        886        10.7        704        11.3        725        12.6        761        13.5   

Unallocated

    1,163          760          1,030          726          238     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 20,941        100.0   $ 19,197        100.0   $ 16,574        100.0   $ 14,053        100.0   $ 12,373        100.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

26


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

Management believes that the allowance for loan losses is adequate. In addition, various regulatory agencies, as part of the examination process, periodically review the Company’s allowance for loan losses. Such agencies may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Further information regarding the allocation of the allowance is contained within Note 6 of the “Notes to Consolidated Financial Statements.”

Deposits

The Company offers savings accounts, NOW accounts, demand deposits, time deposits and money market accounts. Additionally, the Company offers cash management accounts which provide either automatic transfer of funds above a specified level from the customer’s checking account to a money market account or short-term borrowings. Also, an account reconciliation service is offered whereby the Company provides a computerized report balancing the customer’s checking account.

Interest rates on deposits are set bi-monthly by the Bank’s rate-setting committee, based on factors including loan demand, maturities and a review of competing interest rates offered. Interest rate policies are reviewed periodically by the Executive Management Committee.

The following table sets forth the average balances of the Bank’s deposits for the periods indicated.

 

     2013     2012     2011  
     Amount      Percent     Amount      Percent     Amount      Percent  
(dollars in thousands)                                        

Demand Deposits

   $ 441,193         16.6   $ 386,863         16.5   $ 326,102         15.3

Savings and Interest Checking

     1,037,320         38.9     870,046         37.1     735,022         34.6

Money Market

     800,052         30.0     666,949         28.5     584,059         27.4

Time Certificates of Deposit

     387,514         14.5     418,789         17.9     484,142         22.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $ 2,666,079         100.0   $ 2,342,647         100.0   $ 2,129,325         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Time Deposits of $100,000 or more as of December 31, are as follows:

 

     2013  
(dollars in thousands)       

Three months or less

   $ 84,273   

Three months through six months

     59,885   

Six months through twelve months

     37,022   

Over twelve months

     78,485   
  

 

 

 

Total

   $ 259,665   
  

 

 

 

Borrowings

The Bank’s borrowings consisted primarily of Federal Home Loan Bank of Boston (“FHLBB”) borrowings collateralized by a blanket pledge agreement on the Bank’s FHLBB stock, certain qualified investment securities, deposits at the FHLBB and residential mortgages held in the Bank’s portfolios. The Bank’s borrowings from the FHLBB totaled $255,000,000, an increase of $60,000,000 from the prior year. The Bank’s remaining term borrowing capacity at the FHLBB at December 31, 2013, was approximately $423,143,000. In addition, the Bank has a $14,500,000 line of credit with the FHLBB. See Note 12, “Other Borrowed Funds and Subordinated Debentures,” for a schedule, their interest rates and other information.

 

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Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

Subordinated Debentures

In December 2004, the Company consummated the sale of a Trust Preferred Securities offering, in which it issued $36,083,000 of subordinated debt securities due 2034 to its newly formed unconsolidated subsidiary, Century Bancorp Capital Trust II.

Century Bancorp Capital Trust II then issued 35,000 shares of Cumulative Trust Preferred Securities with a liquidation value of $1,000 per share. These securities pay dividends at an annualized rate of 6.65% for the first ten years and then convert to the three-month LIBOR rate plus 1.87% for the remaining 20 years.

Securities Sold Under Agreements to Repurchase

The Bank’s remaining borrowings consist primarily of securities sold under agreements to repurchase. Securities sold under agreements to repurchase totaled $214,440,000, an increase of $23,050,000 from the prior year. See Note 11, “Securities Sold Under Agreements to Repurchase,” for a schedule, including their interest rates and other information.

RESULTS OF OPERATIONS Net

Interest Income

The Company’s operating results depend primarily on net interest income and fees received for providing services. Net interest income on a fully taxable equivalent basis increased 0.04% in 2013 to $69,944,000, compared with $69,918,000 in 2012. The increase in net interest income for 2013 was mainly due to an 13.6% increase in the average balances of earning assets, combined with a similar increase in deposits. This was offset, somewhat, by prepayment penalties that were collected during the prior year. The level of interest rates, the ability of the Company’s earning assets and liabilities to adjust to changes in interest rates and the mix of the Company’s earning assets and liabilities affect net interest income. The net interest margin on a fully taxable equivalent basis decreased to 2.21% in 2013 from 2.51% in 2012 and increased from 2.48% in 2011. The decrease in the net interest margin, for 2013, was primarily the result of a decrease in asset yields. The increase in the net interest margin for 2012 was primarily the result of prepayment penalties that were collected. The Company collected approximately $491,000, $3,253,000, and $158,000, respectively, of prepayment penalties, which are included in interest income on loans, for 2013, 2012, and 2011, respectively.

Additional information about the net interest margin is contained in the “Overview” section of this report. Also, there can be no assurance that certain factors beyond its control, such as the prepayment of loans and changes in market interest rates, will continue to positively impact the net interest margin. Management believes that the current yield curve environment will continue to present challenges as deposit and borrowing costs may have the potential to increase at a faster rate than corresponding asset categories.

 

28


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The following table sets forth the distribution of the Company’s average assets, liabilities and stockholders’ equity, and average rates earned or paid on a fully taxable equivalent basis for each of the years indicated.

 

     2013     2012     2011  

Year Ended December 31,

  Average
Balance
    Interest
Income/
Expense(1)
    Rate
Earned/
Paid(1)
    Average
Balance
    Interest
Income/
Expense(1)
    Rate
Earned/
Paid(1)
    Average
Balance
    Interest
Income/
Expense(1)
    Rate
Earned/
Paid(1)
 
(dollars in thousands)                                                      

ASSETS

                 

Interest-earning assets:

                 

Loans(2

                 

Taxable

  $ 760,435      $ 33,214        4.37   $ 715,553      $ 34,983        4.89   $ 703,491      $ 36,772        5.23

Tax-exempt

    424,477        24,918        5.87        320,743        24,220        7.55        245,392        17,996        7.33   

Securities available-for-sale:(3

                 

Taxable

    951,757        13,083        1.37        1,214,352        22,363        1.84        1,076,689        22,828        2.12   

Tax-exempt

    46,226        434        0.94        49,023        516        1.05        22,410        321        1.43   

Securities held-to-maturity:

                 

Taxable

    812,448        16,615        2.05        270,525        6,746        2.49        178,659        5,816        3.26   

Interest-bearing deposits in other banks

    174,264        485        0.28        219,540        630        0.29        276,413        1,114        0.40   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-earning assets

    3,169,607      $ 88,749        2.80     2,789,736      $ 89,458        3.21     2,503,054      $ 84,847        3.39

Noninterest-earning assets

    167,000            172,748            158,297       

Allowance for loan losses

    (20,452         (18,039         (15,767    
 

 

 

       

 

 

       

 

 

     

Total assets

  $ 3,316,155          $ 2,944,445          $ 2,645,584       
 

 

 

       

 

 

       

 

 

     

LIABILITIES AND STOCKHOLDERS’ EQUITY

  

Interest-bearing deposits:

                 

NOW accounts

  $ 713,677      $ 1,673        0.23   $ 588,500      $ 1,561        0.27   $ 476,807      $ 1,715        0.36

Savings accounts

    323,643        912        0.28        281,546        689        0.24        258,215        824        0.32   

Money market accounts

    800,052        2,472        0.31        666,949        2,373        0.36        584,059        2,706        0.46   

Time deposits

    387,514        4,777        1.23        418,789        6,250        1.49        484,142        9,356        1.93   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing deposits

    2,224,886        9,834        0.44        1,955,784        10,873        0.56        1,803,223        14,601        0.81   

Securities sold under agreements to repurchase

    203,888        361        0.18        174,624        367        0.21        129,137        379        0.29   

Other borrowed funds and subordinated debentures

    231,032        8,610        3.73        217,542        8,300        3.82        202,209        7,786        3.85   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

    2,659,806      $ 18,805        0.71     2,347,950      $ 19,540        0.83     2,134,569      $ 22,766        1.07

Noninterest-bearing liabilities

                 

Demand deposits

    441,193            386,863            326,102       

Other liabilities

    42,017            37,497            29,253       
 

 

 

       

 

 

       

 

 

     

Total liabilities

    3,143,016            2,772,310            2,489,924       
 

 

 

       

 

 

       

 

 

     

Stockholders’ equity

    173,139            172,135            155,660       

Total liabilities and stockholders’ equity

  $ 3,316,155          $ 2,944,445          $ 2,645,584       
 

 

 

       

 

 

       

 

 

     

Net interest income on a fully taxable equivalent basis

    $ 69,944          $ 69,918          $ 62,081     
   

 

 

       

 

 

       

 

 

   

Less taxable equivalent adjustment

      (8,984         (7,964         (6,782  
   

 

 

       

 

 

       

 

 

   

Net interest income

    $ 60,960          $ 61,954          $ 55,299     
   

 

 

       

 

 

       

 

 

   

Net interest spread

        2.09         2.38         2.32
     

 

 

       

 

 

       

 

 

 

Net interest margin

        2.21         2.51         2.48
     

 

 

       

 

 

       

 

 

 

 

(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) At amortized cost.

 

29


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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The following table summarizes the year-to-year changes in the Company’s net interest income resulting from fluctuations in interest rates and volume changes in earning assets and interest-bearing liabilities. Changes due to rate are computed by multiplying the change in rate by the prior year’s volume. Changes due to volume are computed by multiplying the change in volume by the prior year’s rate. Changes in volume and rate that cannot be separately identified have been allocated in proportion to the relationship of the absolute dollar amounts of each change.

 

     2013 Compared with 2012     2012 Compared with 2011  
     Increase/(Decrease)     Increase/(Decrease)  
     Due to Change in     Due to Change in  

Year Ended December 31,

   Volume     Rate     Total     Volume     Rate     Total  
(dollars in thousands)                                     

Interest income:

            

Loans

            

Taxable

   $ 2,108      $ (3,877   $ (1,769   $ 622      $ (2,411   $ (1,789

Tax-exempt

     6,800        (6,102     698        5,675        549        6,224   

Securities available-for-sale:

            

Taxable

     (4,271     (5,009     (9,280     2,730        (3,195     (465

Tax-exempt

     (28     (54     (82     299        (104     195   

Securities held-to-maturity:

            

Taxable

     11,283        (1,414     9,869        2,510        (1,580     930   

Interest-bearing deposits in other banks

     (127     (18     (145     (202     (282     (484
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest income

     15,765        (16,474     (709     11,634        (7,023     4,611   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense:

            

Deposits:

            

NOW accounts

     307        (195     112        352        (506     (154

Savings accounts

     111        112        223        70        (205     (135

Money market accounts

     436        (337     99        350        (683     (333

Time deposits

     (442     (1,031     (1,473     (1,156     (1,950     (3,106
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing deposits

     412        (1,451     (1,039     (384     (3,344     (3,728

Securities sold under agreements to repurchase

     57        (63     (6     113        (125     (12

Other borrowed funds and subordinated debentures

     506        (196     310        586        (72     514   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest expense

     975        (1,710     (735     315        (3,541     (3,226
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net interest income

   $ 14,790      $ (14,764   $ 26      $ 11,319      $ (3,482   $ 7,837   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Average earning assets were $3,169,607,000 in 2013, an increase of $379,871,000 or 13.6% from the average in 2012, which was 11.5% higher than the average in 2011. Total average securities, including securities available-for-sale and securities held-to-maturity, were $1,810,431,000, an increase of 18.0% from the average in 2012. The increase in securities volume was mainly attributable to an increase in taxable securities. An increase in securities balances offset, somewhat, by lower securities returns resulted in higher securities income, which increased 1.7% to $30,132,000 on a fully tax equivalent basis. Total average loans increased 14.3% to $1,184,912,000 after increasing $87,413,000 in 2012. The primary reason for the increase in loans was due in large part to an increase in tax-exempt commercial real estate lending as well as residential first and second

 

30


Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

mortgage lending. The increase in loan volume was offset by a decrease in loan rates that resulted in lower loan income. Loan income decreased by 1.8% or $1,071,000 to $58,132,000. Total loan income was $54,768,000 in 2011. Prepayment penalties collected were $491,000, $3,253,000, and $158,000 for 2013, 2012, and 2011, respectively.

The Company’s sources of funds include deposits and borrowed funds. On average, deposits increased 13.8%, or $323,432,000, in 2013 after increasing by 10.0%, or $213,322,000, in 2012. Deposits increased in 2013, primarily as a result of increases in demand deposits, savings, money market, and NOW accounts. Deposits increased in 2012, primarily as a result of increases in demand deposits, savings, money market and NOW accounts. Borrowed funds and subordinated debentures increased by 10.9% in 2013, following an increase of 18.4% in 2012. The majority of the Company’s borrowed funds are borrowings from the FHLBB and retail repurchase agreements. Average borrowings from the FHLBB increased by approximately $13,489,000, and average retail repurchase agreements increased by $29,264,000 in 2013. Interest expense totaled $18,805,000 in 2013, a decrease of $735,000, or 3.8%, from 2012 when interest expense decreased 14.2% from 2011. The decrease in interest expense is primarily due to market decreases in deposit rates and continued deposit pricing discipline. Interest expense on time deposits accounted for a majority of this decrease.

Provision for Loan Losses

The provision for loan losses was $2,710,000 in 2013, compared with $4,150,000 in 2012 and $4,550,000 in 2011. These provisions are the result of management’s evaluation of the amounts and quality of the loan portfolio considering such factors as loan status, collateral values, financial condition of the borrower, the state of the economy and other relevant information. The provision for loan losses decreased during 2013, primarily as a result of a lower level of charge-off activity and changes in the portfolio composition. The provision for loan losses decreased during 2012, primarily as a result of decreased provisions related to nonaccrual loans as well as management’s quantitative analysis of the loan portfolio.

The allowance for loan losses was $20,941,000 at December 31, 2013, compared with $19,197,000 at December 31, 2012. Expressed as a percentage of outstanding loans at year-end, the allowance was 1.66% in 2013 and 1.73% in 2012. The allowance for loan losses increased despite a decrease in the provision for loan losses due to a lower level of charge-off activity combined with changes in the portfolio composition.

Nonperforming loans, which include all non-accruing loans, totaled $2,549,000 on December 31, 2013, compared with $4,471,000 on December 31, 2012. Nonperforming loans decreased primarily as a result of a decrease in construction and residential real estate nonperforming loans.

Other Operating Income

During 2013, the Company continued to experience positive results in its fee-based services, including fees derived from traditional banking activities such as deposit-related services, its automated lockbox collection system and full-service securities brokerage supported by LPL Financial, a full-service securities brokerage business.

Under the lockbox program, which is not tied to extensions of credit by the Company, the Company’s customers arrange for payments of their accounts receivable to be made directly to the Company. The Company records the amounts paid to its customers, deposits the funds to the customer’s account and provides automated records of the transactions to customers. Typical customers for the lockbox service are municipalities that use it to automate tax collections, cable TV companies and other commercial enterprises.

Through a program called Investment Services at Century Bank, the Bank provides full-service securities brokerage services supported by LPL Financial, a full-service securities brokerage business. Registered representatives employed by Century Bank offer limited investment advice, execute transactions and assist customers in financial and retirement planning. LPL Financial provides research to the Bank’s representatives. The Bank receives a share in the commission revenues.

 

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Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

Total other operating income in 2013 was $18,615,000, an increase of $2,750,000, or 17.3%, compared to 2012. This increase followed a decrease of $375,000, or 2.3%, in 2012, compared to 2011. Included in other operating income are net gains on sales of securities of $3,019,000, $1,843,000 and $1,940,000 in 2013, 2012 and 2011, respectively. Service charge income, which continues to be a major source of other operating income, totaling $8,113,000 in 2013, increased $233,000 compared to 2012. This followed a decrease of $5,000 in 2012 compared to 2011. The increase in fees, in 2013, was mainly attributable to an increase in fees collected from processing activities as well as an increase in debit card fees, which was offset, somewhat, by a decrease in overdraft fees. Service charges on deposit accounts decreased during 2012. The decrease in fees was mainly attributable to a decrease in overdraft fees, which was offset, somewhat, by an increase in debit card fees and fees collected from processing activities. Lockbox revenues totaled $3,079,000, up $149,000 in 2013 following an increase of $160,000 in 2012. Other income totaled $2,583,000, down $32,000 in 2013 following a decrease of $7,000 in 2012. The decrease in 2013 was mainly attributable to a decrease in ATM fees.

Operating Expenses

Total operating expenses were $55,812,000 in 2013, compared to $53,238,000 in 2012 and $48,742,000 in 2011.

Salaries and employee benefits expenses increased by $2,301,000 or 7.0% in 2013, after increasing by 11.2% in 2012. The increase in 2013 was mainly attributable to increases in staff levels, merit increases in salaries and increases in health insurance costs. The increase in 2012 was mainly attributable to increases in pension costs, staff levels, merit increases in salaries and increases in health insurance costs. The increase in pension costs in 2012 was mainly attributable to a decrease in the discount rate.

Occupancy expense increased by $305,000, or 6.5%, in 2013, following an increase of $284,000, or 6.4%, in 2012. The increase in 2013 was primarily attributable to an increase in rent expense, depreciation expense and building maintenance associated with branch expansion. The increase in 2012 was primarily attributable to an increase in rent expense and depreciation expense associated with branch expansion.

Equipment expense increased by $43,000, or 1.9%, in 2013, following an increase of $20,000, or 0.9%, in 2012. The increase in 2013 and 2012 was primarily attributable to an increase in service contracts.

FDIC assessments increased by $53,000, or 3.1%, in 2013, following a decrease of $288,000, or 14.2%, in 2012. FDIC assessments increased in 2013 mainly as a result of deposit growth. FDIC assessments decreased in 2012 mainly as a result of a decrease in the assessment rate.

Other operating expenses decreased by $128,000 in 2013, which followed a $1,167,000 increase in 2012. The decrease in 2013 was primarily attributable to a decrease in contributions and marketing expense offset somewhat by an increase in software maintenance. The increase in 2012 was primarily attributable to an increase in contributions, software maintenance and marketing expense offset somewhat by a decrease in core deposit intangible amortization.

Provision for Income Taxes

Income tax expense was $1,007,000 in 2013, $1,392,000 in 2012 and $1,554,000 in 2011. The effective tax rate was 4.8% in 2013, 6.8% in 2012 and 8.5% in 2011. The decrease in the effective tax rate for 2013 and 2012 was mainly attributable to an increase in tax-exempt interest income and tax credits as a percentage of taxable income. The federal tax rate was 34% in 2013, 2012 and 2011.

Market Risk and Asset Liability Management

Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises primarily from interest rate risk inherent in its lending and deposit-taking activities. To that end, management actively monitors and manages its interest rate risk exposure.

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The Company’s profitability is affected by fluctuations in interest rates. A sudden and substantial change in interest rates may adversely impact the Company’s earnings to the extent that the interest rates borne by assets and liabilities do not change at the same speed, to the same extent or on the same basis. The Company monitors the impact of changes in interest rates on its net interest income using several tools. One measure of the Company’s exposure to differential changes in interest rates between assets and liabilities is an interest rate risk management test.

This test measures the impact on net interest income of an immediate change in interest rates in 100-basis point increments as set forth in the following table:

 

Change in Interest

Rates (in Basis Points)

   Percentage Change in
Net Interest Income(1)
+400    (18.3)%
+300    (13.2)%
+200    (8.0)%
+100    (4.4)%
–100    1.4%
–200    1.0%

 

(1) The percentage change in this column represents net interest income for 12 months in various rate scenarios versus the net interest income in a stable interest rate environment.

The Company’s primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on the Company’s net interest income and capital, while structuring the Company’s asset-liability structure to obtain the maximum yield-cost spread on that structure. The Company relies primarily on its asset-liability structure to control interest rate risk.

Liquidity and Capital Resources

Liquidity is provided by maintaining an adequate level of liquid assets that include cash and due from banks, federal funds sold and other temporary investments. Liquid assets totaled $99,295,000 on December 31, 2013, compared with $169,650,000 on December 31, 2012. In each of these two years, deposit and borrowing activity has generally been adequate to support asset activity.

The sources of funds for dividends paid by the Company are dividends received from the Bank and liquid funds held by the Company. The Company and the Bank are regulated enterprises and their abilities to pay dividends are subject to regulatory review and restriction. Certain regulatory and statutory restrictions exist regarding dividends, loans and advances from the Bank to the Company. Generally, the Bank has the ability to pay dividends to the Company subject to minimum regulatory capital requirements.

Capital Adequacy

Total stockholders’ equity was $176,472,000 at December 31, 2013, compared with $179,990,000 at December 31, 2012. The Company’s stockholders’ equity decreased primarily as a result of an increase in other comprehensive loss, net of taxes, and dividends paid, offset somewhat by earnings. Other comprehensive loss, net of taxes, increased as a result of an increase in unrealized losses on securities available-for-sale and securities transferred from available-for-sale to held-to-maturity, offset, somewhat, by a decrease in the additional pension liability, net of taxes. Unrealized losses increased as a result of increases in interest rates. During the third quarter of 2013, $987,037,000 of securities available-for-sale with unrealized losses of $25,333,000 million were transferred to securities held-to-maturity. This was done in response to rising interest rates. The additional pension liability decreased mainly as a result of an increase in pension assets and decrease in the projected benefit obligation on the defined benefit pension plan.

 

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Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

Federal banking regulators have issued risk-based capital guidelines, which assign risk factors to asset categories and off-balance-sheet items. The current guidelines require a Tier 1 capital-to-risk assets ratio of at least 4.00% and a total capital-to-risk assets ratio of at least 8.00%. The Company and the Bank exceeded these requirements with a Tier 1 capital-to-risk assets ratio of 13.67% and 12.66%, respectively, and total capital-to-risk assets ratio of 14.92% and 13.91%, respectively, at December 31, 2013. Additionally, federal banking regulators have issued leverage ratio guidelines, which supplement the risk-based capital guidelines. The minimum leverage ratio requirement applicable to the Company is 4.00%; and at December 31, 2013, the Company and the Bank exceeded this requirement with leverage ratios of 6.50% and 6.00%, respectively.

Contractual Obligations, Commitments, and Contingencies

The Company has entered into contractual obligations and commitments. The following tables summarize the Company’s contractual cash obligations and other commitments at December 31, 2013.

Contractual Obligations and Commitments by Maturity (dollars in thousands)

 

     Payments Due — By Period  

CONTRACTUAL OBLIGATIONS

   Total      Less Than
One Year
     One to
Three
Years
     Three to
Five
Years
     After Five
Years
 

FHLBB advances

   $ 255,000       $ 53,000       $ 74,500       $ 77,000       $ 50,500   

Subordinated debentures

     36,083                                 36,083   

Retirement benefit obligations

     32,179         2,200         5,026         6,601         18,352   

Lease obligations

     10,655         2,070         3,499         2,270         2,816   

Customer repurchase agreements

     214,440         214,440                           
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual cash obligations

   $ 548,357       $ 271,710       $ 83,025       $ 85,871       $ 107,751   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Amount of Commitment Expiring — By Period  

OTHER COMMITMENTS

   Total      Less Than
One Year
     One to
Three
Years
     Three to
Five
Years
     After Five
Years
 

Lines of credit

   $ 249,941       $ 24,287       $ 96,589       $ 10,958       $ 118,107   

Standby and commercial letters of credit

     7,930         7,631         69         25         205   

Other commitments

     28,149         7,301         1,700         600         18,548   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total commitments

   $ 286,020       $ 39,219       $ 98,358       $ 11,583       $ 136,860   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial Instruments with Off-Balance-Sheet Risk

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments primarily include commitments to originate and sell loans, standby letters of credit, unused lines of credit and unadvanced portions of construction loans. The instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in these particular classes of financial instruments.

 

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Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments, standby letters of credit and unadvanced portions of construction loans is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Financial instruments with off-balance-sheet risk at December 31 are as follows:

 

Contract or Notional Amount

   2013      2012  
(dollars in thousands)   

Financial instruments whose contract amount represents credit risk:

     

Commitments to originate 1–4 family mortgages

   $ 3,373       $ 13,580   

Standby and commercial letters of credit

     7,930         8,411   

Unused lines of credit

     249,941         217,246   

Unadvanced portions of construction loans

     7,026         17,609   

Unadvanced portions of other loans

     17,750         4,872   

Commitments to originate loans, unadvanced portions of construction loans and unused letters of credit are generally agreements to lend to a customer, provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the borrower.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance by a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The fair value of standby letters of credit was $69,000 and $36,000 for 2013 and 2012, respectively.

Recent Accounting Developments

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This ASU clarifies the scope of offsetting disclosure requirements in ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Under ASU 2013-01, the disclosure requirements would apply to derivative instruments accounted for in accordance with ASC 815, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending arrangements that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement. Entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement also are affected because these amendments make them no longer subject to the disclosure requirements in ASU No. 2011-11. Effective January 1, 2013, companies are required to disclose (a) gross amounts of recognized assets and liabilities; (b) gross amounts offset in the statement of financial position; (c) net amounts of assets and liabilities presented in the statement of financial position; (d) gross amount subject to enforceable master netting agreement not offset in the statements of financial position; and (e) net amounts after deducting (d) from (c). The disclosure should be presented in tabular format (unless another format is more appropriate) separately for assets and liabilities. The intent of the new disclosure is to enable users of financial statements to understand the effect of those arrangements on its financial position and to allow investors to better compare financial statements prepared under GAAP with financial statements prepared under International Financial Reporting Standards. The Company implemented the provisions of ASU 2011-11 as of January 1, 2013. The adoption of this pronouncement did not have a material effect on the consolidated financial statements.

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

 

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Table of Contents

Management’s Discussion and Analysis of Results of Operations and Financial Condition — (Continued)

 

line items in net income or as a separate disclosure in the notes to the financial statements. The new standard is effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. The Company has presented a separate footnote (Note 13) as a result of this pronouncement.

In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU amends ASC 815 to allow entities to use the Fed Funds Effective Swap Rate, in addition to U.S. Treasury rates and LIBOR, as a benchmark interest rate in accounting for fair value and cash flow hedges in the United States. This ASU also eliminates the provision from ASC 815-20-25-6 that prohibits the use of different benchmark rates for similar hedges except in rate and justifiable circumstances. This ASU is effective prospectively for qualifying new hedging relationship entered into on or after July 17, 2013, and for hedging relationship redesignated on or after that day. As of December 31, 2013, the Company did not have any fair value and cash flow hedges. The adoption of ASU No. 2013-10 did not have a material impact on the Company’s financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides guidance on financial statement presentation of unrecognized tax benefits (“UTBs”) when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. Under this ASU, an entity must present a UTB, or a portion of a UTB, in the financial statements as a reduction to a deferred tax asset (“DTA”) for an NOL carryforward, a similar tax loss, or a tax credit carryforward except when: (a) an NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position; (b) the entity does not intend to use the DTA for this purpose (provided that the tax law permits a choice). If either of these conditions exists, an entity should present a UTB in the financial statements as a liability and should not net the UTB with a DTA. New recurring disclosures are not required because the ASU does not affect the recognition or measurement of uncertain tax positions under ASC 740. This amendment does not affect the amounts public entities disclose in the tabular reconciliation of the total amounts of UTBs because the tabular reconciliation presents the gross amount of UTBs. This ASU is effective for fiscal years beginning after December 15, 2013, and interim periods within those years. The amendments should be applied to all UTBs that exist as of the effective date. Entities may choose to apply the amendments retrospectively to each prior reporting period presented. As of December 31, 2013, the Company did not have a UTB. Management will assess the applicability of this ASU after it becomes effective in the first quarter of 2014.

 

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Table of Contents

Consolidated Balance Sheets

 

December 31,

   2013     2012  
(dollars in thousands except share data)             

ASSETS

    

Cash and due from banks (Note 2)

   $ 59,956      $ 53,646   

Federal funds sold and interest-bearing deposits in other banks

     34,722        98,637   
  

 

 

   

 

 

 

Total cash and cash equivalents

     94,678        152,283   

Short-term investments

     4,617        17,367   

Securities available-for-sale, amortized cost $465,943 in 2013 and $1,414,595 in 2012 (Notes 3, 9 and 11)

     464,245        1,434,801   

Securities held-to-maturity, fair value $1,464,449 in 2013 and $281,924 in 2012 (Notes 4 and 11)

     1,487,884        275,507   

Federal Home Loan Bank of Boston, stock at cost

     18,072        15,146   

Loans, net (Note 5)

     1,264,763        1,111,788   

Less: allowance for loan losses (Note 6)

     20,941        19,197   
  

 

 

   

 

 

 

Net loans

     1,243,822        1,092,591   

Bank premises and equipment (Note 7)

     23,400        23,899   

Accrued interest receivable

     6,539        5,811   

Prepaid FDIC assessments

            2,773   

Other assets (Notes 8 and 16)

     87,897        66,031   
  

 

 

   

 

 

 

Total assets

   $ 3,431,154      $ 3,086,209   
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Demand deposits

   $ 475,862      $ 438,429   

Savings and NOW deposits

     992,796        933,316   

Money market accounts

     864,957        653,345   

Time deposits (Note 10)

     382,224        419,983   
  

 

 

   

 

 

 

Total deposits

     2,715,839        2,445,073   

Securities sold under agreements to repurchase (Note 11)

     214,440        191,390   

Other borrowed funds (Note 12)

     255,144        195,144   

Subordinated debentures (Note 12)

     36,083        36,083   

Other liabilities

     33,176        38,529   
  

 

 

   

 

 

 

Total liabilities

     3,254,682        2,906,219   

Commitments and contingencies (Notes 7, 18 and 19)

    

Stockholders’ equity (Note 15):

    

Preferred Stock – $1.00 par value; 100,000 shares authorized; no shares issued and outstanding

              

Common stock, Class A,

    

$1.00 par value per share; authorized 10,000,000 shares; issued 3,580,404 shares in 2013 and 3,568,079 shares in 2012

     3,580        3,568   

Common stock, Class B,

    

$1.00 par value per share; authorized 5,000,000 shares; issued 1,976,180 shares in 2013 and 1,986,880 shares in 2012

     1,976        1,986   

Additional paid-in capital

     11,932        11,891   

Retained earnings

     180,747        162,892   
  

 

 

   

 

 

 
     198,235        180,337   

Unrealized gains (losses) on securities available-for-sale, net of taxes

     (1,045     12,330   

Unrealized losses on securities transferred to held-to-maturity, net of taxes

     (13,667       

Pension liability, net of taxes

     (7,051     (12,677
  

 

 

   

 

 

 

Total accumulated other comprehensive loss, net of taxes (Notes 3, 13 and 15)

     (21,763     (347
  

 

 

   

 

 

 

Total stockholders’ equity

     176,472        179,990   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 3,431,154      $ 3,086,209   
  

 

 

   

 

 

 

See accompanying “Notes to Consolidated Financial Statements.”

 

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Table of Contents

Consolidated Statements of Income

 

Year Ended December 31,

   2013      2012      2011  
(dollars in thousands except share data)                     

INTEREST INCOME

        

Loans, taxable

   $ 33,214       $ 34,983       $ 36,772   

Loans, non-taxable

     16,082         16,432         11,324   

Securities available-for-sale, taxable

     13,024         22,286         22,782   

Securities available-for-sale, non-taxable

     286         340         211   

Federal Home Loan Bank of Boston dividends

     59         77         46   

Securities held-to-maturity

     16,615         6,746         5,816   

Federal funds sold, interest-bearing deposits in other banks and short-term investments

     485         630         1,114   
  

 

 

    

 

 

    

 

 

 

Total interest income

     79,765         81,494         78,065   

INTEREST EXPENSE

        

Savings and NOW deposits

     2,585         2,250         2,539   

Money market accounts

     2,472         2,373         2,706   

Time deposits

     4,777         6,250         9,356   

Securities sold under agreements to repurchase

     361         367         379   

Other borrowed funds and subordinated debentures

     8,610         8,300         7,786   
  

 

 

    

 

 

    

 

 

 

Total interest expense

     18,805         19,540         22,766   
  

 

 

    

 

 

    

 

 

 

Net interest income

     60,960         61,954         55,299   

Provision for loan losses (Note 6)

     2,710         4,150         4,550   
  

 

 

    

 

 

    

 

 

 

Net interest income after provision for loan losses

     58,250         57,804         50,749   

OTHER OPERATING INCOME

        

Service charges on deposit accounts

     8,113         7,880         7,885   

Lockbox fees

     3,079         2,930         2,770   

Brokerage commissions

     257         364         441   

Net gains on sales of securities

     3,019         1,843         1,940   

Net gains on sales of loans

     1,564         297         660   

Other income

     2,583         2,551         2,544   
  

 

 

    

 

 

    

 

 

 

Total other operating income

     18,615         15,865         16,240   

OPERATING EXPENSES

        

Salaries and employee benefits (Note 17)

     35,244         32,943         29,630   

Occupancy

     5,000         4,695         4,411   

Equipment

     2,298         2,255         2,235   

FDIC assessments

     1,790         1,737         2,025   

Other (Note 20)

     11,480         11,608         10,441   
  

 

 

    

 

 

    

 

 

 

Total operating expenses

     55,812         53,238         48,742   
  

 

 

    

 

 

    

 

 

 

Income before income taxes

     21,053         20,431         18,247   

Provision for income taxes (Note 16)

     1,007         1,392         1,554   
  

 

 

    

 

 

    

 

 

 

Net income

   $ 20,046       $ 19,039       $ 16,693   
  

 

 

    

 

 

    

 

 

 

SHARE DATA (Note 14)

        

Weighted average number of shares outstanding, basic

        

Class A

     3,575,683         3,557,693         3,543,233   

Class B

     1,980,855         1,990,474         1,997,411   

Weighted average number of shares outstanding, diluted

        

Class A

     5,557,693         5,549,191         5,541,794   

Class B

     1,980,855         1,990,474         1,997,411   

Basic earnings per share

        

Class A

   $ 4.39       $ 4.18       $ 3.68   

Class B

   $ 2.19       $ 2.09       $ 1.84   

Diluted earnings per share

        

Class A

   $ 3.61       $ 3.43       $ 3.01   

Class B

   $ 2.19       $ 2.09       $ 1.84   

See accompanying “Notes to Consolidated Financial Statements.”

 

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Table of Contents

Consolidated Statements of Comprehensive Income

 

Year Ended December 31,

   2013     2012     2011  
(dollars in thousands)                   

NET INCOME

   $ 20,046      $ 19,039      $ 16,693   

Other comprehensive income (loss), net of tax:

      

Unrealized (losses) gains on securities:

      

Unrealized holding (losses) gains arising during period

     (25,909     5,854        6,666   

Less: reclassification adjustment for gains included in net income

     (3,019     (1,843     (1,940
  

 

 

   

 

 

   

 

 

 

Total unrealized (losses) gains on securities

     (28,928     4,011        4,726   

Accretion of net unrealized losses transferred during period

     1,886                 

Defined benefit pension plans:

      

Pension liability adjustment:

      

Net gain (loss)

     4,932        (2,488     (4,047

Amortization of prior service cost and loss included in net periodic benefit cost

     694        649        380   
  

 

 

   

 

 

   

 

 

 

Total pension liability adjustment

     5,626        (1,839     (3,667

Other comprehensive (loss) income

     (21,416     2,172        1,059   
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

   $ (1,370   $ 21,211      $ 17,752   
  

 

 

   

 

 

   

 

 

 

See accompanying “Notes to Consolidated Financial Statements.”

 

 

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Table of Contents

Consolidated Statements of Changes in Stockholders’ Equity

 

     Class A
Common
Stock
     Class B
Common
Stock
    Additional
Paid-in
Capital
     Retained
Earnings
    Accumulated
Other
Comprehensive
Loss
    Total
Stockholders’
Equity
 
(dollars in thousands except share data)                                       

BALANCE, DECEMBER 31, 2010

   $ 3,529       $ 2,011      $ 11,537       $ 131,526      $ (3,578   $ 145,025   

Net income

                            16,693               16,693   

Other comprehensive income, net of tax: