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GLEN BURNIE BANCORP - Annual Report: 2002 (Form 10-K)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2002 or

[  ]  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: 0-24047

GLEN BURNIE BANCORP
(Exact name of registrant as specified in its charter)

     
MARYLAND   52-1782444
(State or other jurisdiction   (I.R.S. Employer
of incorporation or organization)   Identification No.)
 
101 Crain Highway, S.E., Glen Burnie, Maryland   21061
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code   (410) 766-3300

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

     
Title of Class   Name of Each Exchange on Which Registered
None   None

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

Title of Class
Common Stock, $1.00 par value
Common Stock Purchase Rights

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 X      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 statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   X

The aggregate market value of the voting stock held by non-affiliates of the registrant as of February 27, 2003 was $25,037,865.

The number of shares of common stock outstanding as of February 27, 2003 was 1,677,174.

DOCUMENTS INCORPORATED BY REFERENCE

To the extent specified, Part III of this Form 10-K incorporates information by reference to the Registrant’s definitive proxy statement for its 2003 Annual Meeting of Shareholders (to be filed).

 


 

GLEN BURNIE BANCORP
2003 ANNUAL REPORT ON FORM 10-K

Table of Contents

         
        Page
 
   
PART I
   
Item 1.   Business   3
Item 2.   Properties   16
Item 3.   Legal Proceedings   16
Item 4.   Submission of Matters to a Vote of Security-Holders   17
    Executive Officers of the Registrant   17
   
PART II
   
Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters   18
Item 6.   Selected Financial Data   19
Item 7.   Management’s Discussion and Analysis of Financial Conditions and Results of Operations   20
Item 7A.   Quantitative And Qualitative Disclosures About Market Risk   27
Item 8.   Financial Statements and Supplementary Data   27
Item 9.   Changes in and Disagreements with Accountant on Accounting and Financial Disclosures   27
   
PART III
   
Item 10.   Directors and Executive Officers of the Registrant   28
Item 11.   Executive Compensation   28
Item 12.   Security Ownership of Certain Beneficial Owners and Management   28
Item 13.   Certain Relationships and Related Transactions   28
Item 14.   Controls and Procedures   28
Item 15.   Principal Accountant Fees and Services   28
   
PART IV
   
Item 16.   Exhibits, Financial Statement Schedules and Reports on Form 8-K   29
Signatures   30
Certifications   32

 


 

PART I

ITEM 1. BUSINESS

General

     Glen Burnie Bancorp (the “Company”) is a bank holding company organized in 1990 under the laws of the State of Maryland. It presently owns all the outstanding shares of capital stock of The Bank of Glen Burnie (the “Bank”), a commercial bank organized in 1949 under the laws of the State of Maryland, serving northern Anne Arundel County and surrounding areas from its main office and branch in Glen Burnie, Maryland and branch offices in Glen Burnie (South Crain location) Odenton, Riviera Beach, Crownsville, Severn and Severna Park, Maryland. The Bank also maintains four remote Automated Teller Machine (“ATM”) locations in Ferndale, Gambrills, Jessup and Pasadena, Maryland. The Bank maintains a website at www.thebankofglenburnie.com. The Bank is the oldest independent commercial bank in Anne Arundel County. The Bank is engaged in the commercial and retail banking business as authorized by the banking statutes of the State of Maryland, including the acceptance of demand and time deposits, and the origination of loans to individuals, associations, partnerships and corporations. The Bank’s real estate financing consists of residential first and second mortgage loans, home equity lines of credit and commercial mortgage loans. Commercial lending consists of both secured and unsecured loans. The Bank also originates automobile loans through arrangements with local automobile dealers. The Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation (“FDIC”).

     The Company’s principal executive office is located at 101 Crain Highway, S.E., Glen Burnie, Maryland 21061. Its telephone number at such office is (410) 766-3300.

Market Area

     The Bank considers its principal market area for lending and deposit products to consist of Northern Anne Arundel County, Maryland, which consists of those portions of the county north of U.S. Route 50. Northern Anne Arundel County includes mature suburbs of the City of Baltimore, which in recent years have experienced modest population growth and are characterized by an aging population. Management believes that the majority of the working population in its market area either commutes to Baltimore or is employed at businesses located at or around the nearby Baltimore Washington International Airport. Anne Arundel County is generally considered to have more affordable housing than other suburban Baltimore areas and has begun to attract younger persons and minorities on this basis. This inflow, however, has not been sufficient to affect current population trends.

Lending Activities

     The Bank offers a full range of consumer and commercial loans. The Bank’s lending activities include residential and commercial real estate loans, construction loans, land acquisition and development loans, commercial loans and consumer installment lending including indirect automobile lending. Substantially all of the Bank’s loan customers are residents of Anne Arundel County and surrounding areas of Central Maryland. The Bank solicits loan applications for commercial loans from small to medium sized businesses located in its market area. The Bank believes that this is a market in which a relatively small community bank, like the Bank, has a competitive advantage in personal service and flexibility. The Bank’s consumer lending currently consists primarily of automobile loans originated through local dealers. The Bank has expanded its indirect automobile loans by entering into arrangements with individual automobile dealers.

     The Company’s total loan portfolio increased during the 2000, 1999 and 1998 fiscal years, primarily as a result of the introduction of an indirect automobile lending program in 1998. The commercial mortgage portfolio, which had been slowly declining over the last several years, declined in 2002 and 2001 as a result of softening loan demand. In contrast, the residential mortgage portfolio achieved large increases during 2002 and 2001 in a strong housing market environment.

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     The following table provides information on the composition of the loan portfolio at the indicated dates.

                                                                                     
                                        At December 31,                                
        2002   2001   2000   1999   1998
       
 
 
 
 
(Dollars in Thousands)   $   %   $   %   $   %   $   %   $   %

 
 
 
 
 
 
 
 
 
 
Mortgage:
                                                                               
 
Residential
  $ 49,572       30.67 %   $ 44,293       26.32 %   $ 36,187       21.74 %   $ 34,099       22.03 %   $ 33,931       26.28 %
 
Commercial
    31,584       19.54       36,920       21.94       40,169       24.13       42,342       27.36       43,915       34.02  
 
Construction and land development
    2,338       1.45       2,355       1.40       5,257       3.16       6,095       3.94       2,383       1.85  
Consumer:
                                                                               
 
Installment
    19,758       12.22       20,063       11.92       19,119       11.49       16,203       10.47       17,119       13.26  
 
Credit card
    228       .14       272       0.16       281       0.16       1,348       0.88       1,398       1.08  
 
Indirect automobile
    52,795       32.66       59,308       35.24       61,725       37.08       50,967       32.93       24,630       19.08  
Commercial
    5,374       3.32       5,083       3.02       3,726       2.24       3,701       2.39       5,714       4.43  
 
   
     
     
     
     
     
     
     
     
     
 
   
Gross loans
    161,649       100.00 %     168,294       100.00 %     166,464       100.00 %     154,755       100.00 %     129,090       100.00 %
 
                           
             
             
             
 
Unearned income on loans
    (847 )             (786 )             (705 )             (727 )             (748 )        
 
   
             
             
             
             
         
   
Gross loans net of unearned income
    160,802               167,508               165,759               154,028               128,342          
Allowance for credit losses
    (2,515 )             (2,939 )             (3,385 )             (2,922 )             (2,841 )        
 
   
             
             
             
             
         
Loans, net
  $ 158,287             $ 164,569             $ 162,374             $ 151,106             $ 125,501          
 
   
             
             
             
             
         

     The following table sets forth the maturities for various categories of the loan portfolio at December 31, 2002. Demand loans and loans, which have no stated maturity, are treated as due in one year or less. At December 31, 2002, the Bank had $12,264,870 in loans due after one year with variable rates and $133,029,911 in such loans with fixed rates. The Bank’s long-term real estate loans allow the Bank to call the loan after three years in order to adjust the interest rate if necessary. The Bank has generally not exercised its call option and the following table assumes no exercise of the Bank’s call option.

                                   
      Due Within   Due Over One To   Due Over        
      One Year   Five Years   Five Years   Total
     
 
 
 
      (In Thousands)
Real Estate – mortgage:
                               
 
Residential
  $ 3,851     $ 1,589     $ 44,132     $ 49,572  
 
Commercial
    2,065       9,743       19,776       31,584  
Real Estate — construction
          740       1,598       2,338  
Installment
    2,224       12,960       4,574       19,758  
Credit Card
    198             30       228  
Indirect automobile
    1,541       49,124       2,130       52,795  
Commercial
    5,301       39       34       5,374  
 
   
     
     
     
 
 
  $ 15,180     $ 74,195     $ 72,274     $ 161,649  
 
   
     
     
     
 

     Real Estate Lending. The Bank offers long-term mortgage financing for residential and commercial real estate as well as shorter term construction and land development loans. Residential mortgage and residential construction loans are originated with fixed rates while commercial mortgages may be originated on either a fixed or variable rate basis. Commercial construction loans are generally originated on a variable rate basis. The Bank’s long-term, fixed-rate mortgages include a provision allowing the Bank to call the loan after three years in order to adjust the interest rate. The Bank, however, has never exercised this right. Substantially all of the Bank’s real estate loans are secured by properties in northern Anne Arundel County, Maryland. Under the Bank’s loan policies, the maximum permissible loan-to-value ratio for owner-occupied residential mortgages is 80% of the lesser of the purchase price or appraised value. The Bank, however, will make loans secured by owner-occupied residential real estate with loan-to-value ratios up to 95% provided the borrower obtains private mortgage insurance for the portion of the loan in excess of 80%. For residential investment properties, the maximum loan-to-value ratio is 75%. The maximum permissible loan-to-value ratio for residential and commercial construction loans is 80%. The maximum loan-to-value ratio for permanent commercial mortgages is 75%. The maximum loan-to-value ratio for land development loans is 70% and for unimproved land is 65%. The Bank also offers home equity loans secured by the borrower’s primary residence provided that the aggregate indebtedness on the property does not exceed 80% of its value.

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     Commercial Lending. The Bank’s commercial loan portfolio consists principally of demand and time loans for commercial purposes. The Bank’s business demand and time lending includes various working capital loans, lines of credit and letters of credit for commercial customers. Demand loans require the payment of interest until called, while time loans require a single payment of principal and interest at maturity. Such loans may be made on a secured or an unsecured basis. All such loans are underwritten on the basis of the borrower’s creditworthiness rather than the value of the collateral.

     Installment Lending. The Bank makes consumer and commercial installment loans for the purchase of automobiles, boats, other consumer durable goods, capital goods and equipment. Such loans provide for repayment in regular installments and are secured by the goods financed. Also included in installment loans are overdraft loans and other credit repayable in installments. As of December 31, 2002, approximately 69.8% of the installment loans in the Bank’s portfolio (other than indirect automobile lending) had been originated for commercial purposes and 30.2% had been originated for consumer purposes.

     Indirect Automobile Lending. The Bank commenced its indirect automobile lending program in January 1998. The Bank finances new and used automobiles for terms of up to 60 months. Used vehicles must be no more than five years old and the maximum loan term is reduced for higher mileage vehicles. The Bank does not lend more than the invoice price on new vehicles and on used vehicles will not lend more than the fair market value as published in a nationally recognized used vehicle pricing guide. The Bank requires all borrowers to obtain vendor’s single interest coverage protecting the Bank against loss. The Bank originates indirect loans through a network of 21 dealers which are primarily new car dealers located in Anne Arundel County. Participating dealers take loan applications from their customers and transmit them to the Bank for approval. If the loan is approved, the Bank will immediately fund the principal of the loan and credit the dealer’s reserve account for the premium due to the dealer. Funds are disbursed from the dealer reserve account on a monthly basis net of any unpaid interest resulting from borrower prepayments or defaults on other loans purchased from the dealer. The Bank does not offer dealer floor plan financing.

     Credit Card and Related Loans. Credit card and related loans consist of outstanding balances on credit cards and overdraft lines of credit. The Bank offered no annual fee VISA® and MasterCard® credit cards to qualified customers. Credit card billing and payment processing was done for the Bank by an unaffiliated third party which received a fee for such services. In February, 2000, however, the Bank sold its portfolio of credit card loans. The Bank’s overdraft protection line of credit is offered as a convenience to qualified customers.

     Although the risk of non-payment for any reason exists with respect to all loans, certain other specific risks are associated with each type of loan. The primary risks associated with commercial loans, including commercial real estate loans, are the quality of the borrower’s management and a number of economic and other factors which induce business failures and depreciate the value of business assets pledged to secure the loan, including competition, insufficient capital, product obsolescence, changes in the cost of production, environmental hazards, weather, changes in laws and regulations and general changes in the marketplace. Primary risks associated with residential real estate loans include fluctuating land and property values and rising interest rates with respect to fixed-rate, long-term loans. Residential construction lending exposes the Company to risks related to builder performance. Consumer loans, including indirect automobile loans, are affected primarily by domestic instability and a variety of factors that may lead to the borrower’s unemployment, including deteriorating economic conditions in one or more segments of a local or broader economy. Because the Bank deals with borrowers through an intermediary on indirect automobile loans, this form of lending potentially carries greater risks of defects in the application process for which claims may be made against the Bank. Indirect automobile lending may also involve the Bank in consumer disputes under state “lemon” or other laws. The Bank seeks to control these risks by following strict underwriting and documentation guidelines and by only dealing with well-established dealerships who are contractually obligated to indemnify the Bank for such losses.

     The Bank’s lending activities are conducted pursuant to written policies approved by the Board of Directors intended to ensure proper management of credit risk. Loans are subject to a well defined credit process that includes credit evaluation of borrowers, establishment of lending limits and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances, as well as procedures for on-going identification and management of credit deterioration. Regular portfolio reviews are performed by the Senior Credit Officer to identify potential underperforming credits, estimate loss exposure and to ascertain compliance with the

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Bank’s policies. On a quarterly basis, the internal auditor performs an independent loan review in accordance with the Bank’s loan review policy. For significant problem loans, management review consists of evaluation of the financial strengths of the borrower and the guarantor, the related collateral, and the effects of economic conditions.

     The Bank’s loan approval policy provides for various levels of individual lending authority. The maximum lending authority granted by the Bank to any one individual is $500,000. A combination of approvals from certain officers may be used to lend up to an aggregate of $750,000. The Bank’s Executive Committee is authorized to approve loans up to $1.0 million. Larger loans must be approved by the full Board of Directors.

     Under Maryland law, the maximum amount which the Bank is permitted to lend to any one borrower and their related interests may generally not exceed 10% of the Bank’s unimpaired capital and surplus which is defined to include the Bank’s capital, surplus, retained earnings and 50% of its reserve for possible loan losses. Under this authority, the Bank would have been permitted to lend up to $2.59 million to any one borrower at December 31, 2002. By interpretive ruling of the Commissioner of Financial Regulation, Maryland banks have the option of lending up to the amount that would be permissible for a national bank which is generally 15% of unimpaired capital and surplus (defined to include a bank’s total capital for regulatory capital purposes plus any loan loss allowances not included in regulatory capital). Under this formula, the Bank would have been permitted to lend up to $4.08 million to any one borrower at December 31, 2002. It is currently the Bank’s policy to limit its exposure to any one borrower to no more than $2.2 million in the aggregate unless the loan is approved by a 75% vote of the Board of Directors with respect to new borrowings. At December 31, 2002, the largest amount outstanding to any one borrower and their related interests was $2,219,104 which was within the Bank’s lending limit at the time when made.

Non-Performing Loans

     It is the policy of the Bank to discontinue the accrual of interest when a loan becomes 90 days or more delinquent and circumstances indicate that collection is doubtful.

     The Bank seeks to control delinquencies through diligent collection procedures. For consumer loans, the Bank sends out payment reminders on the seventh and twelfth days after a payment is due. If a consumer loan becomes 15 days past due, the account is transferred to the Bank’s collections department, which will contact the borrower by telephone and letter before the account becomes 30 days past due. If a consumer loan becomes more than 30 days past due, the Bank will continue its collection efforts and will move to repossession or foreclosure by the 45th day if the Bank has reason to believe that the collateral may be in jeopardy or the borrower has failed to respond to prior communications. The Bank will move to repossess or foreclose in all instances in which a consumer loan becomes more than 60 days delinquent. After repossession of a motor vehicle, the borrower has a 15-day statutory right to redeem the vehicle and is entitled to 10 days’ notice before the sale of a repossessed vehicle. The Bank sells the vehicle as promptly as feasible after the expiration of these periods. If the amount realized from the sale of the vehicle is less than the loan amount, the Bank will seek a deficiency judgment against the borrower. The Bank follows similar collection procedures with respect to commercial loans.

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     The following table sets forth the amount of the Bank’s restructured loans, non-accrual loans and accruing loans 90 days or more past due at the dates indicated:

                                               
          At December 31,
         
          2002   2001   2000   1999   1998
         
 
 
 
 
          (Dollars In Thousands)
Restructured Loans
  $ 41     $     $ 370     $ 243     $ 137  
 
   
     
     
     
     
 
Non-accrual loans:
                                       
 
Real estate – mortgage:
                                       
 
Residential
  $ 264     $ 284     $ 120     $ 237     $ 336  
 
Commercial
    178       189       77       135       505  
 
Real estate — construction
    7                   280       316  
 
Installment
    112       88       72       315       463  
 
Commercial
    10       40       101       45       105  
 
   
     
     
     
     
 
   
Total non-accrual loans
    571       601       370       1,012       1,725  
Accruing loans past due 90 days or more
                                       
 
Real estate – mortgage:
                                       
 
Residential
    1       45       34       43        
 
Commercial
                             
 
Real estate — construction
                             
 
Installment
    13       13                    
 
Credit card & related
          1                   18  
   
Total accruing loans past due
                                       
     
90 days or more
    15       59       34       43       18  
 
   
     
     
     
     
 
   
Total non-accrual and past due loans
  $ 586     $ 660     $ 404     $ 1,055     $ 1,743  
 
   
     
     
     
     
 
   
Non-accrual and past due loans to gross loans
    0.36 %     0.39 %     0.24 %     0.68 %     1.36 %
 
   
     
     
     
     
 
   
Allowance for credit losses to non-accrual and past due loans
    429.13 %     445.30 %     837.87 %     276.97 %     162.99 %
 
   
     
     
     
     
 

     For the year ended December 31, 2002, interest of approximately $9,188, would have been accrued on non-accrual loans if such loans had been current in accordance with their original terms. During such period there was no interest on such loans included in income. Approximately $526,402 or 92.2%, of the Bank’s non-accrual loans at December 31, 2002 were attributable to 9 borrowers. No charge-offs have previously been taken on these loans. Seven of these borrowers with loans totaling $466,111 were in bankruptcy at that date. Because of the legal protections afforded to borrowers in bankruptcy, collections on such loans are difficult and the Bank anticipates that such loans may remain delinquent for an extended period of time. Each of these loans is secured by collateral with a value well in excess of the current active balance of the Bank’s loan.

     At December 31, 2002, there were no loans outstanding not reflected in the above table as to which known information about possible credit problems of borrowers caused management to have serious doubts as to the ability of such borrowers to comply with present loan repayment terms. Such loans consist of loans which were not 90 days or more past due but where the borrower is in bankruptcy or has a history of delinquency or the loan to value ratio is considered excessive due to deterioration of the collateral or other factors.

     At December 31, 2002, the Company had $413,373 in real estate acquired in partial or total satisfaction of debt compared to $420,162 and $484,148 in such properties at December 31, 2001 and 2000, respectively. All such properties are recorded at the lower of cost or fair value at the date acquired and carried on the balance sheet as other real estate owned. Losses arising at the date of acquisition are charged against the allowance for credit losses. Subsequent write-downs that may be required and expense of operation are included in non-interest expense. Gains and losses realized from the sale of other real estate owned are included in non-interest income or expense. For a description of the properties comprising other real estate owned at December 31, 2002, see “Item 2. — Properties.”

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Allowance For Credit Losses

     The allowance for credit losses is established through a provision for credit losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the collectibility of the principal is unlikely. The allowance, based on evaluations of the collectibility of loans and prior loan loss experience, is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions and trends that may affect the borrower’s ability to pay.

Transactions in the allowance for credit losses during the last five fiscal years were as follows:

                                               
          Year Ended December 31,
         
          2002   2001   2000   1999   1998
         
 
 
 
 
          (Dollars In Thousands)
Beginning Balance
  $ 2,939     $ 3,385     $ 2,922     $ 2,841     $ 4,139  
Loans charged off
                                       
 
Real estate — mortgage:
                                       
   
Residential
    1             19             51  
   
Commercial
          4       4       50        
 
Real estate — construction
                      (27 )     189  
 
Installment
    594       498       470       477       473  
 
Credit card & related
    95       89       101       92        
 
Commercial
    80       96       167       81       382  
 
   
     
     
     
     
 
     
Total
    730       687       761       673       1,095  
 
   
     
     
     
     
 
Recoveries
                                       
 
Real estate — mortgage:
                                       
   
Residential
    1             52       32       51  
   
Commercial
    1                   16       26  
 
Real estate — construction
                470       36       1  
 
Installment
    215       310       111       259       116  
 
Credit card & related
    30       53       41       4       4  
 
Commercial
    59       28       550       107       99  
 
   
     
     
     
     
 
     
Total
    306       391       1,224       454       297  
 
   
     
     
     
     
 
Net charge offs/(recoveries)
    424       296       (463 )     219       798  
Provisions charged to operations
          (150 )           300       (500 )
 
   
     
     
     
     
 
Ending balance
  $ 2,515     $ 2,939     $ 3,385     $ 2,922     $ 2,841  
 
   
     
     
     
     
 
Average loans
  $ 164,818     $ 163,695     $ 159,810     $ 142,077     $ 118,372  
Net charge-offs to average loans
    0.26 %     0.18 %     (0.28 )%     0.15 %     0.67 %

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The following table shows the allowance for credit losses broken down by loan category as of December 31, 2002, 2001, 2000, 1999 and 1998:

                                     
        At December 31,
       
        2002   2001
       
 
                Percentage Of Loans           Percentage Of Loans
        Allowance For   In Each Category To   Allowance For   In Each Category To
Portfolio   Each Category   Total Loans   Each Category   Total Loans

 
 
 
 
        (Dollars In Thousands)
Real Estate — mortgage:
                               
 
Residential
  $ 131       27.60 %   $ 164       26.32 %
 
Commercial
    349       21.02       456       21.94  
Real Estate — construction
    48       1.33       71       1.40  
Installment
    152       5.83       237       11.92  
Credit Card
                      0.16  
Indirect automobile
    1,461       33.00       1,390       35.24  
Commercial
    168       11.22       300       3.02  
Unallocated
    206             321        
 
   
     
     
     
 
   
Total
  $ 2,515       100.00 %   $ 2,939       100.00 %
 
   
     
     
     
 
                                                     
        At December 31,
       
        2000   1999   1998
       
 
 
                Percentage Of Loans In           Percentage Of Loans In           Percentage Of Loans
        Allowance For   Each Category To   Allowance For   Each Category To   Allowance For   In Each Category To
Portfolio   Each Category   Total Loans   Each Category   Total Loans   Each Category   Total Loans

 
 
 
 
 
 
        (Dollars In Thousands)
Real Estate – mortgage:
                                               
 
Residential
  $ 199       21.74 %   $ 200       22.03 %   $ 273       26.28 %
 
Commercial
    506       24.13       613       27.36       311       34.02  
Real Estate – construction
    292       3.16       296       3.94       335       1.85  
Installment
    221       11.49       177       10.47       143       13.26  
Credit Card
          0.16       92       0.88       60       1.08  
Indirect automobile
    1,486       37.08       793       32.93       312       19.08  
Commercial
    288       2.24       526       2.39       966       4.43  
Unallocated
    393             225             441        
 
   
     
     
     
     
     
 
   
Total
  $ 3,385       100.00 %   $ 2,922       100.00 %   $ 2,841       100.00 %
 
   
     
     
     
     
     
 

Investment Securities

     The Bank maintains a substantial portfolio of investment securities to provide liquidity as well as a source of earnings. The Bank’s investment securities portfolio consists primarily of U.S. Treasury securities, securities issued by U.S. Government agencies including mortgage-backed securities, securities issued by certain states and their political subdivisions, and corporate trust preferred securities. The portfolio of securities issued by certain states and their political subdivisions has recently been increased due to a change in the Company’s deferred tax position allowing the Company to use the full tax advantage of this portfolio.

The following table presents at amortized cost the composition of the investment portfolio by major category at the dates indicated.

                           
      At December 31,
     
      2002   2001   2000
     
 
 
      (In Thousands)
U.S. Treasury securities
  $ 499     $ 1,248     $ 1,746  
U.S. Government agencies and mortgage backed securities
    51,916       45,603       39,057  
Obligations of states and political subdivisions
    31,899       20,659       8,721  
Corporate trust preferred
    5,057       4,820       2,821  
 
   
     
     
 
 
Total investment securities
  $ 89,371     $ 72,330     $ 52,345  
 
   
     
     
 

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     The following table sets forth the scheduled maturities, book values and weighted average yields for the Company’s investment securities portfolio at December 31, 2002:

                                                                                 
    One Year Or Less   One To Five Years   Five to Ten Years   More Than Ten Years   Total
   
 
 
 
 
            Weighted           Weighted           Weighted           Weighted           Weighted
    Book   Average   Book   Average   Book   Average   Book   Average   Book   Average
    Value   Yield   Value   Yield   Value   Yield   Value   Yield   Value   Yield
   
 
 
 
 
 
 
 
 
 
U.S. Treasury securities
  $ 499       5.75 %   $       %   $       %   $       %   $ 499       5.75 %
U.S. Government agencies and mortgage backed securities
                8,166       5.52       10,617       5.96       33,166       6.31 %     51,916       6.11  
Obligations of states and political subdivisions
    80       4.60 %     3,852       3.27       3,237       4.19       24,730       5.03       31,899       4.73  
Corporate trust preferred
                                        5,057       6.95 %     5,057       6.95  
 
   
     
     
     
     
     
     
     
     
     
 
Total investment securities
  $ 579       5.60 %   $ 12,018       4.80 %   $ 13,854       5.55 %   $ 62,920       5.86 %   $ 89,371       5.66 %
 
   
             
             
             
             
         

     At December 31, 2002, the Bank had no investments in securities of a single issuer (other than the U.S. Government securities and securities of federal agencies and government-sponsored enterprises, which aggregated more than 10% of stockholders’ equity.

Deposits And Other Sources Of Funds

     The funds needed by the Bank to make loans are primarily generated by deposit accounts solicited from the communities surrounding its main office and six branches in northern Anne Arundel County. Consolidated total deposits were $241,419,607 as of December 31, 2002. The Bank uses borrowings from the Federal Home Loan Bank (“FHLB”) of Atlanta to supplement funding from deposits. The Bank was permitted to borrow up to $33.4 million under a line of credit from the FHLB of Atlanta as of December 31, 2002.

     Deposits. The Bank’s deposit products include regular savings accounts (statements), money market deposit accounts, demand deposit accounts, NOW checking accounts, IRA and SEP accounts, Christmas Club accounts and certificates of deposit. Variations in service charges, terms and interest rates are used to target specific markets. Ancillary products and services for deposit customers include safe deposit boxes, money orders and travelers checks, night depositories, automated clearinghouse transactions, wire transfers, ATMs, telephone banking, and a customer call center. The Bank is a member of the Cirrus® and Star® ATM networks.

     The Bank obtains deposits principally through its network of seven offices. The Bank does not solicit brokered deposits. At December 31, 2002, the Bank had approximately $22 million in certificates of deposit and other time deposits of $100,000 or more, including IRA accounts. The following table provides information as to the maturity of all time deposits of $100,000 or more at December 31, 2002:

         
    Amount
    (In Thousands)
Three months or less
  $ 2,752  
Over three through six months
    8,650  
Over six through 12 months
    5,737  
Over 12 months
    5,059  
 
   
 
Total
  $ 22,198  
 
   
 

     Borrowings. In addition to deposits, the Bank from time to time obtains advances from the FHLB of Atlanta of which it is a member. FHLB of Atlanta advances may be used to provide funds for residential housing finance, for small business lending, and to meet specific and anticipated needs. The Bank may draw on a $33.4 million line of credit from the FHLB of Atlanta, which is secured by a floating lien on the Bank’s residential first mortgage loans and various federal and agency securities. There was $7 million in a long-term convertible advance under this credit arrangement at December 31, 2002. The advance matures in September 2010 and bears a 5.84% rate of interest. On September 7, 2000, the Company issued $5,155,000 of its 10.6% Junior Subordinated Deferrable Interest Debentures to Glen Burnie Statutory Trust I, a Connecticut statutory trust wholly owned by the Company.

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The Trust, in turn, issued $5 million of its 10.6% capital securities to institutional investors. The debentures are scheduled to mature on September 7, 2030, unless called by the Company not earlier than September 7, 2010. The Bank also has a secured line of credit in the amount of $5 million from another commercial bank but has not drawn on this line. The Bank has a mortgage note on the 103 Crain Highway address with a balance of $251,489 as of December 31, 2002. This note is payable monthly through October 2010 and has a 7% interest rate.

Competition

     The Bank faces competition from other community banks and financial institutions and larger intra- and inter- state banks and financial institutions, which compete vigorously (currently, sixteen FDIC-insured depository institutions operate within two miles of the Bank’s headquarters). In 1996, former directors of the Bank, including a former Chief Executive Officer, established a new bank with a main office in Glen Burnie close to the Bank’s headquarters which has solicited business from many Bank customers. With respect to indirect lending, the Bank faces competition from other banks and the financing arms of automobile manufacturers. The Bank competes in this area by offering competitive rates and responsive service to dealers.

     The Bank’s interest rates, loan and deposit terms, and offered products and services are impacted, to a large extent, by such competition. The Bank attempts to provide superior service within its community and to know, and facilitate services to, its customers. It seeks commercial relationships with small to medium size businesses, which the Bank believes would welcome personal service and flexibility. While the Bank believes it is the ninth largest deposit holder in Anne Arundel County, Maryland, with an estimated 4.55% market share as of June 30, 2002 (the latest date for which relevant data is available from the FDIC), it believes its greatest competition comes from smaller community banks which offer similar personalized services.

Other Activities

     The Company also owns all outstanding shares of capital stock of GBB Properties, Inc. (“GBB”), another Maryland corporation which was organized in 1994 and which is engaged in the business of acquiring, holding and disposing of real property, typically acquired in connection with foreclosure proceedings (or deeds in lieu of foreclosure) instituted by the Bank or acquired in connection with branch expansions by the Bank.

Employees

     At December 31, 2002, the Bank had 123 full-time equivalent employees. Neither the Company nor GBB currently has any employees.

Regulation of the Company

     General. The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956 (the “BHCA”). As such, the Company is registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) and subject to Federal Reserve Board regulation, examination, supervision and reporting requirements. As a bank holding company, the Company is required to furnish to the Federal Reserve Board annual and quarterly reports of its operations at the end of each period and to furnish such additional information as the Federal Reserve Board may require pursuant to the BHCA. The Company is also subject to regular inspection by Federal Reserve Board examiners.

     Under the BHCA, a bank holding company must obtain the prior approval of the Federal Reserve Board before: (1) acquiring direct or indirect ownership or control of any voting shares of any bank or bank holding company if, after such acquisition, the bank holding company would directly or indirectly own or control more than 5% of such shares; (2) acquiring all or substantially all of the assets of another bank or bank holding company; or (3) merging or consolidating with another bank holding company.

     Effective September 29, 1995, the Riegle-Neal Interstate Banking and Branching Efficiency of 1994 (the “Riegle-Neal Act”) authorized the Federal Reserve Board to approve an application of an adequately capitalized and adequately managed bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than such holding company’s home state, without regard to whether the transaction is prohibited by the laws of any state. The Federal Reserve Board may not approve the acquisition of a bank that has

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not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the host state. The Riegle-Neal Act also prohibits the Federal Reserve Board from approving such an application if the applicant (and its depository institution affiliates) controls or would control more than 10% of the insured deposits in the United States or 30% or more of the deposits in the target bank’s home state or in any state in which the target bank maintains a branch. The Riegle-Neal Act does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank or bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies. Individual states may also waive the 30% state-wide concentration limit contained in the Riegle-Neal Act. Under Maryland law, a bank holding company is prohibited from acquiring control of any bank if the bank holding company would control more than 30% of the total deposits of all depository institutions in the State of Maryland unless waived by the Commissioner of Financial Regulation.

     Additionally, the federal banking agencies are authorized to approve interstate merger transactions without regard to whether such transaction is prohibited by the law of any state, unless the home state of one of the banks opted out of the Riegle-Neal Act by adopting a law after the date of enactment of the Riegle-Neal Act and prior to June 1, 1997 which applies equally to all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks. The State of Maryland did not pass such a law during this period. Interstate acquisitions of branches will be permitted only if the law of the state in which the branch is located permits such acquisitions. Interstate mergers and branch acquisitions will also be subject to the nationwide and statewide insured deposit concentration amounts described above.

     The BHCA also prohibits, with certain exceptions, a bank holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of a company that is not a bank or a bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities which, by statute or by Federal Reserve Board regulation or order, have been identified as activities closely related to the business of banking or managing or controlling banks. The activities of the Company are subject to these legal and regulatory limitations under the BHCA and the Federal Reserve Board’s regulations thereunder. Notwithstanding the Federal Reserve Board’s prior approval of specific nonbanking activities, the Federal Reserve Board has the power to order a holding company or its subsidiaries to terminate any activity, or to terminate its ownership or control of any subsidiary, when it has reasonable cause to believe that the continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that holding company.

     Effective with the enactment of the Gramm-Leach-Bliley Act (“G-L-B”) on November 12, 1999, bank holding companies whose financial institution subsidiaries are well capitalized and well managed and have satisfactory Community Reinvestment Act records can elect to become “financial holding companies” which will be permitted to engage in a broader range of financial activities than are currently permitted to bank holding companies. Financial holding companies are authorized to engage in, directly or indirectly, financial activities. A financial activity is an activity that is: (i) financial in nature; (ii) incidental to an activity that is financial in nature; or (iii) complementary to a financial activity and that does not pose a safety and soundness risk. The G-L-B Act includes a list of activities that are deemed to be financial in nature. Other activities also may be decided by the Federal Reserve Board to be financial in nature or incidental thereto if they meet specified criteria. A financial holding company that intends to engage in a new activity to acquire a company to engage in such an activity is required to give prior notice to the Federal Reserve Board. If the activity is not either specified in the G-L-B Act as being a financial activity or one that the Federal Reserve Board has determined by rule or regulation to be financial in nature, the prior approval of the Federal Reserve Board is required.

     The Maryland Financial Institutions Code prohibits a bank holding company from acquiring more than 5% of any class of voting stock of a bank or bank holding company without the approval of the Commissioner of Financial Regulation except as otherwise expressly permitted by federal law or in certain other limited situations. The Maryland Financial Institutions Code additionally prohibits any person from acquiring voting stock in a bank or bank holding company without 60 days’ prior notice to the Commissioner if such acquisition will give the person control of 25% or more of the voting stock of the bank or bank holding company or will affect the power to direct or to cause the direction of the policy or management of the bank or bank holding company. Any doubt whether the stock acquisition will affect the power to direct or cause the direction of policy or management shall be resolved in favor of reporting to the Commissioner. The Commissioner may deny approval of the acquisition if the

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Commissioner determines it to be anti-competitive or to threaten the safety or soundness of a banking institution. Voting stock acquired in violation of this statute may not be voted for five years.

     Capital Adequacy. The Federal Reserve Board has adopted guidelines regarding the capital adequacy of bank holding companies, which require bank holding companies to maintain specified minimum ratios of capital to total assets and capital to risk-weighted assets. See “Regulation of the Bank — Capital Adequacy.”

     Dividends and Distributions. The Federal Reserve Board has the power to prohibit dividends by bank holding companies if their actions constitute unsafe or unsound practices. The Federal Reserve Board has issued a policy statement 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 the company’s net income for the past year is sufficient to cover both the cash dividends and a rate of earning retention that is consistent with the company’s capital needs, asset quality, and overall financial condition.

     Bank holding companies are required to give the Federal Reserve Board notice of any purchase or redemption of their outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the bank holding company’s consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would violate any law, regulation, Federal Reserve Board order, directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. Bank holding companies whose capital ratios exceed the thresholds for “well capitalized” banks on a consolidated basis are exempt from the foregoing requirement if they were rated composite 1 or 2 in their most recent inspection and are not the subject of any unresolved supervisory issues.

Regulation of the Bank

     General. As a state-chartered bank with deposits insured by the FDIC but which is not a member of the Federal Reserve System (a “state non-member bank”), the Bank is subject to the supervision of the Commissioner of Financial Regulation and the FDIC. The Commissioner and FDIC regularly examine the operations of the Bank, including but not limited to capital adequacy, reserves, loans, investments and management practices. These examinations are for the protection of the Bank’s depositors and not its stockholders. In addition, the Bank is required to furnish quarterly and annual call reports to the Commissioner and FDIC. The FDIC’s enforcement authority includes the power to remove officers and directors and the authority to issue cease-and-desist orders to prevent a bank from engaging in unsafe or unsound practices or violating laws or regulations governing its business.

     The Bank’s deposits are insured by the FDIC to the legal maximum of $100,000 for each insured depositor. Some of the aspects of the lending and deposit business of the Bank that are subject to regulation by the Federal Reserve Board and the FDIC include reserve requirements and disclosure requirements in connection with personal and mortgage loans and savings deposit accounts. In addition, the Bank is subject to numerous Federal and state laws and regulations which set forth specific restrictions and procedural requirements with respect to the establishment of branches, investments, interest rates on loans, credit practices, the disclosure of credit terms and discrimination in credit transactions.

     Capital Adequacy. The Federal Reserve Board and the FDIC have established guidelines with respect to the maintenance of appropriate levels of capital by bank holding companies and state non-member banks, respectively. The regulations impose two sets of capital adequacy requirements: minimum leverage rules, which require bank holding companies and banks to maintain a specified minimum ratio of capital to total assets, and risk-based capital rules, which require the maintenance of specified minimum ratios of capital to “risk-weighted” assets.

     The regulations of the Federal Reserve Board and the FDIC require bank holding companies and state non-member banks, respectively, to maintain a minimum leverage ratio of “Tier 1 capital” (as defined in the risk-based capital guidelines discussed in the following paragraphs) to total assets of 3.0%. Although setting a minimum 3.0% leverage ratio, the capital regulations state that only the strongest bank holding companies and banks, with composite examination ratings of 1 under the rating system used by the Federal bank regulators, would be permitted to operate at or near such minimum level of capital. All other bank holding companies and banks are expected to maintain a leverage ratio of at least 1% to 2% above the minimum ratio, depending on the assessment of an individual organization’s capital adequacy by its primary regulator. Any bank or bank holding company

-13-


 

experiencing or anticipating significant growth would be expected to maintain capital well above the minimum levels. In addition, the Federal Reserve Board has indicated that whenever appropriate, and in particular when a bank holding company is undertaking expansion, seeking to engage in new activities or otherwise facing unusual or abnormal risks, it will consider, on a case-by-case basis, the level of an organization’s ratio of tangible Tier 1 capital (after deducting all intangibles) to total assets in making an overall assessment of capital.

     The risk-based capital rules of the Federal Reserve Board and the FDIC require bank holding companies and state non-member banks, respectively, to maintain minimum regulatory capital levels based upon a weighting of their assets and off-balance sheet obligations according to risk. Risk-based capital is composed of two elements: Tier 1 capital and Tier 2 capital. Tier 1 capital consists primarily of common stockholders’ equity, certain perpetual preferred stock (which must be noncumulative in the case of banks), and minority interests in the equity accounts of consolidated subsidiaries; less all intangible assets, except for certain purchased mortgage servicing rights and credit card relationships. Tier 2 capital elements include, subject to certain limitations, the allowance for losses on loans and leases; perpetual preferred stock that does not qualify as Tier 1 capital and long-term preferred stock with an original maturity of at least 20 years from issuance; hybrid capital instruments, including perpetual debt and mandatory convertible securities; and subordinated debt and intermediate-term preferred stock.

     The risk-based capital regulations assign balance sheet assets and credit equivalent amounts of off-balance sheet obligations to one of four broad risk categories based principally on the degree of credit risk associated with the obligor. The assets and off-balance sheet items in the four risk categories are weighted at 0%, 20%, 50% and 100%. These computations result in the total risk-weighted assets. The risk-based capital regulations require all banks and bank holding companies to maintain a minimum ratio of total capital (Tier 1 capital plus Tier 2 capital) to total risk-weighted assets of 8%, with at least 4% as Tier 1 capital. For the purpose of calculating these ratios: (i) Tier 2 capital is limited to no more than 100% of Tier 1 capital; and (ii) the aggregate amount of certain types of Tier 2 capital is limited. In addition, the risk-based capital regulations limit the allowance for loan losses includable as capital to 1.25% of total risk-weighted assets.

     FDIC regulations and guidelines additionally specify that state non-member banks with significant exposure to declines in the economic value of their capital due to changes in interest rates may be required to maintain higher risk-based capital ratios. The Federal banking agencies, including the FDIC, have proposed a system for measuring and assessing the exposure of a bank’s net economic value to changes in interest rates. The Federal banking agencies, including the FDIC, have stated their intention to propose a rule establishing an explicit capital charge for interest rate risk based upon the level of a bank’s measured interest rate risk exposure after more experience has been gained with the proposed measurement process. Federal Reserve Board regulations do not specifically take into account interest rate risk in measuring the capital adequacy of bank holding companies.

     The FDIC has issued regulations which classify state non-member banks by capital levels and which authorize the FDIC to take various prompt corrective actions to resolve the problems of any bank that fails to satisfy the capital standards. Under such regulations, a well-capitalized bank is one that is not subject to any regulatory order or directive to meet any specific capital level and that has or exceeds the following capital levels: a total risk-based capital ratio of 10%, a Tier 1 risk-based capital ratio of 6%, and a leverage ratio of 5%. An adequately capitalized bank is one that does not qualify as well-capitalized but meets or exceeds the following capital requirements: a total risk-based capital ratio of 8%, a Tier 1 risk-based capital ratio of 4%, and a leverage ratio of either (i) 4% or (ii) 3% if the bank has the highest composite examination rating. A bank not meeting these criteria is treated as undercapitalized, significantly undercapitalized, or critically undercapitalized depending on the extent to which the bank’s capital levels are below these standards. A state non-member bank that falls within any of the three undercapitalized categories established by the prompt corrective action regulation will be subject to severe regulatory sanctions. As of December 31, 2002, the Bank was well capitalized as defined by the FDIC’s regulations.

     Branching. Maryland law provides that, with the approval of the Commissioner, Maryland banks may establish branches within the State of Maryland without geographic restriction and may establish branches in other states by any means permitted by the laws of such state or by federal law. The Riegle-Neal Act authorizes the FDIC to approve interstate branching de novo by state banks, only in states that specifically allow for such branching. The Riegle-Neal Act also requires the appropriate federal banking agencies to prescribe regulations by June 1, 1997 that prohibit any out-of-state bank from using the interstate branching authority primarily for the purpose of deposit production. These regulations must include guidelines to ensure that interstate branches operated by an out-of-state bank in a host state are reasonably helping to meet the credit needs of the communities that they serve.

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     Dividend Limitations. Pursuant to the Maryland Financial Institutions Code, Maryland banks may only pay dividends from undivided profits or, with the prior approval of the Commissioner, their surplus in excess of 100% of required capital stock. The Maryland Financial Institutions Code further restricts the payment of dividends by prohibiting a Maryland bank from declaring a dividend on its shares of common stock until its surplus fund equals the amount of required capital stock or, if the surplus fund does not equal the amount of capital stock, in an amount in excess of 90% of net earnings. In addition, the Bank is prohibited by federal statute from paying dividends or making any other capital distribution that would cause the Bank to fail to meet its regulatory capital requirements. Further, the FDIC also has authority to prohibit the payment of dividends by a state non-member bank when it determines such payment to be an unsafe and unsound banking practice.

     Deposit Insurance. The Bank is required to pay semi-annual assessments based on a percentage of its insured deposits to the FDIC for insurance of its deposits by the Bank Insurance Fund (“BIF”). Under the Federal Deposit Insurance Act, the FDIC is required to set semi-annual assessments for BIF-insured institutions to maintain the designated reserve ratio of the BIF at 1.25% of estimated insured deposits or at a higher percentage of estimated insured deposits that the FDIC determines to be justified for that year by circumstances raising a significant risk of substantial future losses to the BIF.

     Under the risk-based deposit insurance assessment system adopted by the FDIC, the assessment rate for an insured depository institution depends on the assessment risk classification assigned to the institution by the FDIC, which is determined by the institution’s capital level and supervisory evaluations. Based on the data reported to regulators for the date closest to the last day of the seventh month preceding the semi-annual assessment period, institutions are assigned to one of three capital groups — “well capitalized, adequately capitalized or undercapitalized.” Within each capital group, institutions are assigned to one of three subgroups on the basis of supervisory evaluations by the institution’s primary supervisory authority and such other information as the FDIC determines to be relevant to the institution’s financial condition and the risk posed to the deposit insurance fund. Under the current assessment schedule, well-capitalized banks with the best supervisory ratings are not required to pay any premium for deposit insurance. All BIF-insured banks, however, will be required to begin paying an assessment to the FDIC in an amount equal to 2.12 basis points times their assessable deposits to help fund interest payments on certain bonds issued by the Financing Corporation, an agency established by the federal government to finance takeovers of insolvent thrifts.

     Transactions With Affiliates. A state non-member bank or its subsidiaries may not engage in “covered transactions” with any one affiliate in an amount greater than 10% of such bank’s capital stock and surplus, and for all such transactions with all affiliates a state non-member bank is limited to an amount equal to 20% of capital stock and surplus. All such transactions must also be on terms substantially the same, or at least as favorable, to the bank or subsidiary as those provided to a non-affiliate. The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar other types of transactions. An affiliate of a state non-member bank is any company or entity which controls or is under common control with the state non-member bank and, for purposes of the aggregate limit on transactions with affiliates, any subsidiary that would be deemed a financial subsidiary of a national bank. In a holding company context, the parent holding company of a state non-member bank (such as the Company) and any companies which are controlled by such parent holding company are affiliates of the state non-member bank. The BHCA further prohibits a depository institution from extending credit to or offering any other services, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or certain of its affiliates or not obtain services of a competitor of the institution, subject to certain limited exceptions.

     Loans To Directors, Executive Officers and Principal Stockholders. Loans to directors, executive officers and principal stockholders of a state non-member bank must be made on substantially the same terms as those prevailing for comparable transactions with persons who are not executive officers, directors, principal stockholders or employees of the Bank unless the loan is made pursuant to a compensation or benefit plan that is widely available to employees and does not favor insiders. Loans to any executive officer, director and principal stockholder together with all other outstanding loans to such person and affiliated interests generally may not exceed 15% of the bank’s unimpaired capital and surplus and all loans to such persons may not exceed the institution’s unimpaired capital and unimpaired surplus. Loans to directors, executive officers and principal stockholders, and their respective affiliates, in excess of the greater of $25,000 or 5% of capital and surplus (up to $500,000) must be approved in advance by a majority of the board of directors of the bank with any “interested” director not

-15-


 

participating in the voting. State non-member banks are prohibited from paying the overdrafts of any of their executive officers or directors. In addition, loans to executive officers may not be made on terms more favorable than those afforded other borrowers and are restricted as to type, amount and terms of credit.

ITEM 2. PROPERTIES

     The following table sets forth certain information with respect to the Bank’s offices:

                   
    Year   Owned/       Approximate    
    Opened   Leased   Book Value   Square Footage   Deposits
   
 
 
 
 
Main Office:                    
101 Crain Highway, S.E.
Glen Burnie, MD 21061
 
1953
 
Owned
 
$927,025
 
10,000
 
$85,432,943
Branches:  
 
 
 
 
 
 
 
 
 
Odenton
1405 Annapolis Road
Odenton, MD 21113
 
1969
 
Owned
 
112,148
 
6,000
 
33,879,330
Riviera Beach
8707 Ft. Smallwood Road
Pasadena, MD 21122
 
1973
 
Owned
 
179,988
 
2,500
 
29,122,617
Crownsville
1221 Generals Highway
Crownsville, MD 21032
 
1979
 
Owned
 
355,499
 
3,000
 
41,461,329
Severn
811 Reece Road
Severn, MD 21144
 
1984
 
Owned
 
285,445
 
2,500
 
23,694,659
South Crain
7984 Crain Highway
Glen Burnie, MD 21061
 
1995
 
Leased
 
53,669
 
2,600
 
19,871,033
Severna Park
790 Ritchie Highway
Severna Park, MD 21146
 
1999
 
Leased
 
31,809
 
1,250
 
6,958,081
Severna Park(1)
534 Ritchie Highway
Severna Park, MD 21146
 
2002
 
Leased
 
 
2,184
 
Operations Centers:  
 
 
 
 
 
 
 
 
 
106 Padfield Blvd.
Glen Burnie, MD 21061
 
1991
 
Owned
 
1,160,727
 
16,200
 
N/A
103 Crain Highway, S.E.
Glen Burnie, MD 21061
 
2000
 
Owned
 
303,636
 
3,727
 
N/A


(1)  This property was under lease as of December 31, 2002 in preparation for a transfer of the 790 Ritchie Highway branch office to this new location. The transfer was completed in February, 2003.

     At December 31, 2002, the Bank owned 2 foreclosed real estate properties with a total book value of $413,373. The Bank is holding these commercial properties for sale.

ITEM 3. LEGAL PROCEEDINGS

     From time to time, the Company and the Bank are involved in various legal actions relating to their business activities. At December 31, 2002, there were no actions to which the Company or the Bank was a party which involved claims for money damages exceeding 10% of the Company’s consolidated current assets in any one case or in any group of proceedings presenting in large degree the same legal and factual issues.

-16-


 

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY-HOLDERS

     No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 2002.

EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information about the Company’s executive officers.

             
NAME   AGE   POSITIONS

 
 
F. William Kuethe, Jr.     70     President and Chief Executive Officer
John I. Young     65     Executive Vice President and Chief Operating Officer
Michael G. Livingston     49     Senior Vice President and Chief Lending Officer
John E. Porter     49     Senior Vice President and Chief Financial Officer

     F. WILLIAM KUETHE, JR. has been President and Chief Executive Officer of the Company and the Bank since 1995. He also was director of the Bank from 1963 through 1989. He was President of Glen Burnie Mutual Savings Bank from 1960 through 1995. Mr. Kuethe is a former licensed appraiser and real estate broker with banking experience from 1960 to present, at all levels. He is the father of Frederick W. Kuethe, III, a director of the Company.

     JOHN I. YOUNG was appointed Executive Vice President and Chief Operating Officer of the Bank in December 1999 after joining the Bank as Senior Vice President in March 1999. Prior to joining the Bank, he had been president of Young-Harris, Inc., a financial industry consulting company since 1980. Mr. Young was president of American Bank Services Corp. from January 1977 to 1980 and was Senior Vice President of Operations of Equitable Trust Bank from 1958 until December 1976. Mr. Young is a member of the Independent Bankers Association of America, the Maryland Bankers Association and an associate member of the Robert Morris Association. He is also the President of the St. Andrew’s Society of Baltimore.

     MICHAEL G. LIVINGSTON was appointed Senior Vice President in January 1998 and has been Chief Lending Officer of the Bank since 1996. He was Regional Vice President and commercial loan officer with Citizens Bank from March 1993 until April 1996.

     JOHN E. PORTER was appointed Senior Vice President in January 1998. He has been Treasurer and Chief Financial Officer of the Company since 1995 and Vice President, Treasurer and Chief Financial Officer of the Bank since 1990. He has been Secretary/Treasurer of GBB since 1995.

-17-


 

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Prior to June 22, 2001, the Company’s common stock, par value $1.00 per share (the “Common Stock”), was traded in the over-the-counter market and quoted on the OTC Bulletin Board under the symbol “GLBZ”. Since that date, the Common Stock is traded on the Nasdaq SmallCap Market under the same symbol. As of February 11, 2003, there were 475 record holders of the Common Stock. The closing price for the Common Stock on that date was $19.48

     The following table sets forth the high and low sales prices for the Common Stock for each full quarterly period during 2002 and 2001 as reported by Nasdaq and as available through the OTC market. The quotations represent prices between dealers and do not reflect the retailer markups, markdowns or commissions, and may not represent actual transactions. Also shown are dividends declared per share for these periods. Data has been adjusted to give retroactive effect to a three-for-two stock split effected through a stock dividend paid on June 21, 2001.

                                                 
    2002   2001
   
 
Quarter Ended   High   Low   Dividends   High   Low   Dividends

 
 
 
 
 
 
 
March 31,
  $ 22.40     $ 13.80     $ 0.10     $ 10.50     $ 8.25     $ 0.10  
June 30,
    20.90       18.70       0.10       14.00       10.00       0.10  
September 30
    18.49       16.65       0.12       17.20       12.25       0.10  
December 31
    17.93       16.27       0.18       15.00       13.15       0.15  

     A regular dividend of $0.12 and a bonus dividend of $0.06 were declared for stockholders’ of record on December 26, 2002, payable on January 7, 2003 and January 14, 2003, respectively.

     The Company intends to pay dividends equal to forty percent (40%) of its profits for each quarter. However, dividends remain subject to declaration by the Board of Directors in its sole discretion and there can be no assurance that the Company will be legally or financially able to make such payments. Payment of dividends may be limited by federal and state regulations which impose general restrictions on a bank’s and bank holding company’s right to pay dividends (or to make loans or advances to affiliates which could be used to pay dividends). Generally, dividend payments are prohibited unless a bank or bank holding company has sufficient net (or retained) earnings and capital as determined by its regulators. See “Item 1. Business — Supervision and Regulation — Regulation of the Company — Dividends and Distributions” and “Item 1. Business — Supervision and Regulation — Regulation of the Bank - Dividend Limitations.” The Company does not believe that those restrictions will materially limit its ability to pay dividends.

-18-


 

ITEM 6. SELECTED FINANCIAL DATA

     The following table presents consolidated selected financial data for the Company and its subsidiaries for each of the periods indicated. Dividends and earnings per share have been adjusted to give retroactive effect to a six-for-five stock split effected through a stock dividend paid on January 11, 2000 and a three-for-two stock split effected through a stock dividend paid on June 21, 2001.

                                           
      Year Ended December 31,
     
      2002   2001   2000   1999   1998
     
 
 
 
 
      (Dollars In Thousand Except Per Share Data)
Operations Data:
                                       
Net Interest Income
  $ 11,368     $ 10,674     $ 10,801     $ 9,925     $ 9,794  
Provision for Credit Losses
          (150 )           300       (500 )
Other Income
    2,485       1,821       3,658       2,828       3,122  
Other Expense
    9,957       10,332       10,746       9,822       11,776  
Net Income
    2,811       1,725       2,275       1,455       833  
 
Share Data:
                                       
Basic Net Income (Loss) Per Share
  $ 1.68     $ 1.04     $ 1.38     $ 0.88     $ 0.46  
Diluted Net Income (Loss) Per Share
    1.68       1.04       1.38       0.88       0.46  
Cash Dividends Declared Per Common Share
    0.50       0.45       0.449       0.28       0.28  
Weighted Average Common Shares Outstanding:
                                       
 
      Basic
    1,668,335       1,656,904       1,652,001       1,636,275       1,804,472  
 
      Diluted
    1,671,155       1,656,904       1,652,001       1,636,275       1,804,834  
 
Financial Condition Data:
                                       
Total Assets
  $ 279,406     $ 263,362     $ 239,211     $ 213,439     $ 217,571  
Loans Receivable, Net
    158,287       164,569       162,373       151,107       125,501  
Total Deposits
    241,420       229,307       205,968       194,090       199,611  
Long Term Borrowings
    7,251       7,275       7,297              
Junior Subordinated Debentures
    5,155       5,155       5,155              
Total Stockholders’ Equity
    21,789       17,862       17,181       15,102       14,169  
 
Performance Ratios:
                                       
Return on Average Assets
    1.05 %     0.69 %     1.02 %     0.66 %     0.38 %
Return on Average Equity
    14.49       9.77       12.94       9.97       4.54  
Net Interest Margin (1)
    4.76       4.80       5.27       4.96       4.94  
Dividend Payout Ratio
    29.70       43.27       32.61       43.48       75.75  
 
Capital Ratios:
                                       
Average Equity to Average Assets
    9.03 %     9.08 %     8.59 %     6.67 %     8.40 %
Leverage Ratio
    9.07       8.79       9.30       6.87       5.96  
Total Risk-Based Capital Ratio
    15.28       13.92       13.99       10.80       10.50  
 
Asset Quality Ratios:
                                       
Allowance for Credit Losses to Gross Loans
    1.56 %     1.75 %     2.04 %     1.89 %     2.21 %
Non-accrual and Past Due Loans to Gross Loans
    0.36 %     0.39 %     0.24 %     0.68 %     1.36 %
Allowance for Credit Losses to Non- Accrual and Past Due Loans
    429.13 %     445.30 %     837.87 %     276.97 %     162.99 %
Net Loan Charge-offs (Recoveries) to Average Loans
    0.26 %     0.18 %     (0.28 )%     0.15 %     0.67 %


(1)  Presented on a tax-equivalent basis

-19-


 

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

Overview

     During 2002, the Company continued many favorable operating trends. Most notably, the Bank’s net income grew from $1,725,000 in 2001 to $2,811,000 in 2002, a 62.9% increase in net income. In addition, 2002 saw significant growth in both the Bank’s deposits and investment portfolio. Deposit growth in 2002 was strong with increases of $8,736,020 in interest bearing deposits and $3,376,869 in non-interest bearing demand deposits. Investment portfolio growth was due primarily to the increase in the Bank’s investment in state and municipal bonds which had grown to $31,899,000 by the end of 2002.

Forward-Looking Statements

     When used in this discussion and elsewhere in this Annual Report on Form 10-K, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors, including regional and national economic conditions, unfavorable judicial decisions, substantial changes in levels of market interest rates, credit and other risks of lending and investment activities and competitive and regulatory factors could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from those anticipated or projected.

     The Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Comparison of Results of Operations for the Years Ended December 31, 2002, 2001 and 2000

     General. For the year ended December 31, 2002, the Company reported consolidated net income of $2,811,083 ($1.68 basic and diluted earnings per share) compared to consolidated net income of $1,725,236 ($1.04 basic and diluted earnings per share) for the year ended December 31, 2001 and consolidated net income of $2,274,866 ($1.38 basic and diluted earnings per share) for the year ended December 31, 2000. (All per share amounts throughout this report have been adjusted to give retroactive effect to a six-for-five stock split effected through a stock dividend paid on January 11, 2000 and a three-for-two stock split effected through a stock dividend paid on June 21, 2001.) Income for 2000 included a $490,000 gain on foreclosed real estate and a non-recurring settlement gain of $1,600,126 on the termination of the Bank’s pension plan. Net income for 2000, adjusted to remove the effects of these items, net of taxes, was $991,947. Income for 2002 included a $763,644 curtailment gain on a post retirement benefit plan amendment. Net income for 2002, adjusted to remove the effects of this item, net of taxes, was $2,342,358.

     Net Interest Income. The primary component of the Company’s net income is its net interest income, which is the difference between income earned on assets and interest paid on the deposits and borrowings used to fund them. Net interest income is determined by the spread between the yields earned on the Company’s interest-earning assets and the rates paid on interest-bearing liabilities as well as the relative amounts of such assets and liabilities. Net interest income, divided by average interest-earning assets, represents the Company’s net interest margin.

     Consolidated net interest income for the year ended December 31, 2002 was $11,368,150 compared to $10,673,730 for the year ended December 31, 2001 and $10,801,098 for the year ended December 31, 2000. The $694,420 increase for the most recent year was due to a decrease in the interest expense on deposits combined with an increase in interest income on state and municipal securities, partially offset by a decrease in interest income on loans. The $127,368 decrease in net interest income for 2001 as compared to 2000 was due to a decline in interest income on loans combined with an increase in interest expense for long-term borrowings and junior subordinated debentures, partially offset by increased interest income on state and municipal securities and corporate trust preferred securities. Since a large portion of the Company’s portfolio is invested in state and municipal securities,

-20-


 

which are tax advantaged, the after tax net interest income for 2002 was $11,886,144, a $827,939 or 7.49% increase over the $11,058,205 after tax net interest income for 2001. The after tax net interest income for 2001 was $11,058,205, compared to $10,884,430 for 2000, an increase of $173,775 or 1.60%.

     Interest expense decreased from $6,533,274 in 2001 to $5,202,132 in 2002, a $1,331,142, or 20.4% decrease, primarily due to decreases in interest rates. Interest expense increased from $5,901,617 in 2000 to $6,533,274 in 2001, a $631,657 or 10.7% increase, primarily due to the trust preferred issuance and the FHLB long-term borrowing in September, 2000. Net interest margin for the year ended December 31, 2002 was 4.76% compared to 4.80% and 5.27% for the years ended December 31, 2001 and 2000, respectively.

     The following table allocates changes in income and expense attributable to the Company’s interest-earning assets and interest-bearing liabilities for the periods indicated between changes due to changes in rate and changes in volume. Changes due to rate/volume are allocated to changes due to volume.

                                                     
        Year Ended December 31,
       
        2002   VS.   2001   2001   VS.   2000
       
 
 
 
 
 
                Change Due To:           Change Due To:
               
         
        Increase/                   Increase/                
        Decrease   Rate   Volume   Decrease   Rate   Volume
       
 
 
 
 
 
        (In Thousands)
ASSETS
                                               
Interest-earning assets:
                                               
 
Federal funds sold
  $ (192 )   $ (157 )   $ (35 )   $ 85     $ (139 )   $ 224  
 
   
     
     
     
     
     
 
 
Interest-bearing deposits
    (185 )     (18 )     (167 )     185       (34 )     219  
 
   
     
     
     
     
     
 
Investment securities:
                                               
 
U.S. Treasury securities, obligations of U.S. government agencies and mortgage-backed securities
    75       (717 )     792       (296 )     (126 )     (170 )
Obligations of states and political subdivisions(1)
    616       (183 )     799       579       (52 )     631  
All other investment securities
    17       (78 )     95       242       43       199  
 
   
     
     
     
     
     
 
   
Total investment securities
    708       (978 )     1,686       525       (135 )     660  
 
Loans, net of unearned income:
                                               
 
Demand, time and lease
    (78 )     (127 )     49       (39 )     (116 )     77  
 
Mortgage and construction
    (74 )     (359 )     285       (745 )     (607 )     (138 )
 
Installment and credit card
    (685 )     (239 )     (446 )     493       114       379  
 
   
     
     
     
     
     
 
   
Total gross loans(2)
    (837 )     (725 )     (112 )     (291 )     (609 )     318  
 
   
     
     
     
             
 
 
Allowance for credit losses
                                   
 
   
     
     
     
     
     
 
   
Total net loans
    (837 )     (725 )     (112 )     (291 )     (609 )     318  
 
   
     
     
     
     
     
 
Total interest-earning assets
  $ (506 )   $ (1,878 )   $ 1,372     $ 504     $ (917 )   $ 1,421  
 
   
     
     
     
     
     
 
 
LIABILITIES:
                                               
Interest-bearing deposits:
                                               
 
Savings and NOW
  $ (255 )   $ (323 )   $ 68     $ (430 )   $ (438 )   $ 8  
 
Money market
    (171 )     (190 )     19       (93 )     (140 )     47  
 
Other time deposits
    (889 )     (1,147 )     258       488       (36 )     524  
 
   
     
     
     
     
     
 
   
Total interest-bearing deposits
    (1,315 )     (1,160 )     345       (35 )     (614 )     579  
Non-interest-bearing deposits
                                   
Borrowed funds
    (17 )     (32 )     15       666       382       284  
 
   
     
     
     
     
     
 
Total interest-bearing liabilities
  $ (1,332 )   $ (1,692 )   $ 360     $ 631     $ (232 )   $ 863  
 
   
     
     
     
     
     
 


(1)   Tax equivalent basis.
 
(2)   Non-accrual loans included in average balances.

-21-


 

The following table provides information for the designated periods with respect to the average balances, income and expense and annualized yields and costs associated with various categories of interest-earning assets and interest-bearing liabilities.

                                                                               
          Year Ended December 31,
         
          2002   2001   2000
         
 
 
          Average           Yield/   Average           Yield/   Average           Yield/
          Balance   Interest   Cost   Balance   Interest   Cost   Balance   Interest   Cost
         
 
 
 
 
 
 
 
 
          (Dollars In Thousands)
ASSETS:
                                                                       
Interest-earning assets:
                                                                       
 
Federal funds sold
  $ 5,919     $ 94       1.59 %   $ 6,733     $ 286       4.25 %   $ 3,185     $ 201       6.31 %
 
Interest-bearing deposits
    1,782       55       3.09       5,878       240       4.08       472       22       4.66  
 
   
     
     
     
     
     
     
     
     
 
 
Investment securities:
                                                                       
 
U.S. Treasury securities, obligations of U.S. government agencies and mortgage-backed securities
    52,287       2,517       4.81       39,491       2,442       6.18       42,098       2,738       6.50  
Obligations of states and political subdivisions(1)
    25,402       1,741       6.85       13,761       1,125       8.18       2,766       243       8.79  
All other investment securities
    4,935       344       6.97       3,833       327       8.56       1,587       118       7.43  
 
   
     
     
     
     
     
     
     
     
 
   
Total investment securities
    82,624       4,602       5.57       57,085       3,894       6.82       46,451       3,099       6.67  
 
   
     
     
     
     
     
     
     
     
 
 
Loans, net of unearned income:
                                                                       
 
Demand, time and lease
    5,066       348       6.87       4,542       426       9.38       3,894       465       11.94  
 
Mortgage and construction
    83,444       6,342       7.60       79,873       6,416       8.03       81,427       7,161       8.79  
 
Installment and credit card
    73,851       5,647       7.65       79,416       6,332       7.97       74,489       5,839       7.83  
 
   
     
     
     
     
     
     
     
     
 
   
Total gross loans(2)
    162,361       12,337       7.60       163,831       13,174       8.04       159,810       13,465       8.42  
   
Allowance for credit losses
    2,767                       3,242                       3,260                  
 
   
                     
                     
                 
   
Total net loans
    159,594       12,337       7.59       160,589       13,174       8.20       156,550       13,465       8.60  
 
   
     
     
     
     
     
     
     
     
 
Total interest-earning assets
    249,919       17,088       6.84       230,285       17,594       7.64       206,658       16,787       8.12  
 
           
     
             
     
             
     
 
Cash and due from banks
    8,921                       9,963                       6,734                  
Other assets
    10,199                       9,124                       9,962                  
 
   
                     
                     
                 
     
Total assets
  $ 269,039                     $ 249,372                     $ 223,354                  
 
   
                     
                     
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
                                                                       
Interest-bearing deposits:
                                                                       
 
Savings and NOW
  $ 67,926       485       0.71 %   $ 61,992     $ 740       1.19 %   $ 62,257     $ 1,188       1.90 %
 
Money market
    19,770       186       0.94       18,756       357       1.90       16,919       450       2.65  
 
Other time deposits
    88,304       3,542       4.01       83,498       4,431       5.31       73,292       3,924       5.35  
 
   
     
     
     
     
     
     
     
     
 
   
Total interest-bearing deposits
    176,000       4,213       2.39       164,246       5,528       3.37       152,468       5,562       3.64  
Borrowed funds
    13,172       989       7.51       12,981       1,006       7.75       1,880       339       4.81  
 
   
     
     
     
     
     
     
     
     
 
   
Total interest-bearing liabilities
    189,172       5,202       2.75       177,227       6,534       3.69       154,348       5,902       3.82  
 
   
     
             
     
             
     
         
 
Non-interest-bearing deposits
    58,351                       52,252                       48,071                  
Other liabilities
    1,389                       2,240                       3,348                  
Stockholders’ equity
    20,127                       17,653                       17,587                  
 
   
                     
                     
                 
Total liabilities and equity
  $ 269,039                     $ 249,372                     $ 223,354                  
 
   
                     
                     
                 
Net interest income
          $ 11,886                     $ 11,060                     $ 10,885          
 
           
                     
                     
         
Net interest spread
                    4.09 %                     3.95 %                     4.30 %
 
                   
                     
                     
 
Net interest margin
                    4.76 %                     4.80 %                     5.27 %
 
                   
                     
                     
 


    1 Tax equivalent basis. The incremental tax rate applied was 30.73% for 2002 and 34.38% for 2001.
 
    2 Non-accrual loans included in average balance.

     Provision For Credit Losses. During the year ended December 31, 2002, the Company made no provision for credit losses compared to a negative $150,000 provision during the year ended December 31, 2001 and no provision during the year ended December 31, 2000. At December 31, 2002, the allowance for loan losses equaled 429.13% of non-accrual and past due loans compared to 445.30% and 837.87% at December 31, 2001 and 2000, respectively. During the year ended December 31, 2002, the Company recorded net chargeoffs of $423,755 compared to $296,360 and $463,184 in net charge-offs during the years ended December 31, 2001 and 2000, respectively.

-22-


 

     Other Income. Other income increased from $1,821,138 in 2001 to $2,484,725 in 2002, a $663,587, or 36.4% increase. The increase was largely due to the non-recurring curtailment gain of $763,644 on a post retirement benefit plan amendment partially offset by a decrease in securities gains realized, income from service charges on deposit accounts and other fees and commissions also increased. Other income decreased from $3,657,878 in 2000 to $1,821,138 in 2001, a $1,836,740, or 50.2% decrease. The decrease was largely due to a $490,000 gain on foreclosed real estate and a non-recurring settlement gain of $1,600,126 on the termination of the Bank’s pension plan in 2000 which were not present in 2001, partially offset by a gain on investment securities of $273,003 in 2001.

     Other Expenses. Other expenses decreased from $10,332,093 in 2001 to $9,956,847 in 2002, a $375,246 or 3.6% decrease. This decrease was primarily due to a decline in other operating expenses and employee benefit costs, which were partially offset by an increase in salaries and wages. Other expenses decreased from $10,746,049 in 2000 to $10,332,093 in 2001, a $413,956 or 3.85% decrease. This decrease was primarily due to a decline in employee benefit expense, which relates to the termination of the Bank’s defined benefit retirement plan.

     Income Taxes. During the year ended December 31, 2002, the Company recorded income tax expense of $1,084,945, compared to income tax expense of $587,539 for the year ended December 31, 2001. The increase in income tax expense for 2002 as compared to 2001 was primarily due to the curtailment gain on post retirement benefits and an increase in net interest income partially offset by the tax benefits from the Companies increased investment in state and municipal securities. During the year ended December 31, 2001, the Company recorded income tax expense of $587,539, compared to income tax expense of $1,438,061 for the year ended December 31, 2000. Part of the 2000 period income tax expense was due to nonrecurring income realized in 2000 and was offset, in part, by the tax benefits from the Company’s investments in state and municipal securities. The decreased income tax expense for 2001 was due to a decline in pretax income and increased investments in state and municipal securities.

Comparison of Financial Condition at December 31, 2002, 2001 and 2000

     The Company’s total assets increased to $279,406,206 at December 31, 2002 from $263,361,726 at December 31, 2001. The increase in assets during the year ended December 31, 2002 is a result primarily of growth in investment securities and other assets partially offset by a decrease in the loan portfolio. The Company’s total assets increased to $263,361,726 at December 31, 2001 from $239,211,180 at December 31, 2000. The increase in assets during the year ended December 31, 2001 is a result primarily of growth in the investment portfolio.

     The Company’s loan portfolio declined to $158,286,746 at December 31, 2002 compared to $164,569,252 at December 31, 2001 and $162,373,731 at December 31, 2000. The decline in the loan portfolio during the 2002 period is attributable almost entirely to a decrease in the indirect automobile portfolio. The growth in the loan portfolio during the 2001 period is primarily attributable to growth in residential mortgages, partially offset by a decrease in commercial mortgages and indirect automobile lending. The decrease in indirect automobile lending can be at least partially attributed to zero percent financing offered by automobile manufacturers since September 2001.

     During 2002, the Company’s total investment securities portfolio (including both investment securities available for sale and investment securities held to maturity) totaled $91,860,051, a $19,795,130 or 27.5%, increase from $72,064,921 at December 31, 2001. This increase is primarily attributable to growth in mortgage backed and state and municipal securities, partially offset by a decline in U.S. Government agency securities. During 2001, the Company’s total investment securities portfolio totaled $72,064,921, a $19,470,023 or 37%, increase from $52,594,898 at December 31, 2000. This increase was primarily attributable to the use of increased deposits to increase the Bank’s investment in mortgage backed securities and state, county and municipal securities, partially offset by a decrease in U.S. governmental agency securities.

     Deposits as of December 31, 2002 totaled $241,419,607, an increase of $12,112,890, or 5.3%, from the $229,306,717 total as of December 31, 2001. The $229,306,717 in total deposits as of December 31, 2001 was a $23,338,380 or 11.3% increase from the $205,968,337 total deposits as of December 31, 2000. Demand deposits as of December 31, 2002 totaled $59,061,977, a $3,376,869 or 6.1% increase from $55,685,108 at December 31, 2001. NOW and Super NOW accounts as of December 31, 2002 increased by $1,675,470 or 7.5% from their 2001 level to $24,071,173. Money market accounts decreased by $736,522 or 3.6%, from their 2001 level to total $19,889,727

-23-


 

December 31, 2002. Savings deposits increased by $5,271,207 or 12.4% from their 2001 level, to $47,616,167 at December 31, 2002. Time deposits over $100,000 totaled $17,698,559 on December 31, 2002, an increase of $63,093, or 0.3% from December 31, 2001. Other time deposits (made up of certificates of deposit less than $100,000 and individual retirement accounts) totaled $73,082,004 on December 31, 2002, a $2,462,772 or a 3.5%, increase from December 31, 2001.

     Total stockholders’ equity as of December 31, 2002 increased by $3,927,801 or 22.0% from the 2001 period. The increase was attributed to an increase in retained earnings and accumulated other comprehensive income, net of tax. Total stockholders’ equity as of December 31, 2001 increased by $680,838 or 3.96% from the 2000 period. The increase was attributed to an increase in outstanding common stock and retained earnings, offset by a decline in accumulated other comprehensive income, net of tax.

Asset/Liability Management

     Net interest income, the primary component of the Company’s net income, arises from the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities and the relative amounts of such assets and liabilities. The Company manages its assets and liabilities by coordinating the levels of and gap between interest-rate sensitive assets and liabilities to minimize changes in net interest income and in the economic value of its equity despite changes in market interest rates. The Bank’s Asset/Liability and Risk Management Committee meets on a monthly basis to monitor compliance with the Board’s objectives. Among other tools used by the Asset/Liability and Risk Management Committee to monitor interest rate risk is a “gap” report which measures the dollar difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing within a given time period. Generally, during a period of rising interest rates, a negative gap position would adversely affect net interest income, while a positive gap would result in an increase in net interest income, while, conversely, during a period of falling interest rates, a negative gap would result in an increase in net interest income and a positive gap would adversely affect net interest income.

     During recent periods, the Company has maintained a negative gap position that has benefited earnings as interest rates have fallen. In order to reduce its negative gap position, the Company has recently begun investing in mortgage-backed and other government securities which have rates that adjust to market rates. The Company also maintains a significant portfolio of available-for-sale securities that can be quickly converted to more liquid assets if needed.

-24-


 

The following table sets forth the Bank’s interest-rate sensitivity at December 31, 2002.

                                             
                Over 3 To   Over 1   Over 5        
        0-3 Months   12 Months   Through 5Years   Years   Total
       
 
 
 
 
        (Dollars In Thousands)
Assets:
                                       
 
Cash and due from banks
  $     $     $     $     $ 11,297  
 
Federal funds and overnight deposits
    4,445                            
 
Securities
    100       1,299       12,434       78,730       92,663  
 
Loans
    12,199       2,665       75,823       70,115       160,802  
 
Fixed Assets
                            4,143  
 
Other Assets
                            5,123  
 
   
     
     
     
     
 
 
   
Total assets
  $ 16,744     $ 3,964     $ 88,257     $ 148,945     $ 278,473  
 
   
     
     
     
     
 
 
Liabilities:
                                       
 
Demand deposit accounts
  $     $     $     $     $ 59,062  
 
NOW accounts
    24,071                         24,071  
 
Money market deposit accounts
    19,890                         19,890  
 
Savings accounts
    47,616       1,428                   49,044  
 
IRA accounts
    2,319       6,372       11,410       1,689       21,790  
 
Certificates of deposit
    15,888       26,739       24,459       476       67,563  
 
Other liabilities
                            10,109  
 
Junior Subordinated Debenture
                            5,155  
   
Stockholders’ equity
                            21,782  
 
   
     
     
     
     
 
 
   
Total liabilities and Stockholders’ equity
  $ 109,784     $ 34,539     $ 35,869     $ 2,165     $ 278,473  
 
   
     
     
     
     
 
 
GAP
  $ (93,040 )   $ (30,575 )   $ 52,388     $ 146,780          
Cumulative GAP
    (93,040 )     (123,615 )     (71,227 )     75,553          
Cumulative GAP as a % of total assets
    (33.41% )     (44.39% )     (25.58% )     27.13%          

     The foregoing analysis assumes that the Bank’s assets and liabilities move with rates at their earliest repricing opportunities based on final maturity. Mortgage-backed securities are assumed to mature during the period in which they are estimated to prepay and it is assumed that loans and other securities are not called prior to maturity. Certificates of deposit and IRA accounts are presumed to reprice at maturity. NOW savings accounts are assumed to reprice within three months although it is the Company’s experience that such accounts may be less sensitive to changes in market rates.

Liquidity and Capital Resources

     The Company currently has no business other than that of the Bank and does not currently have any material funding commitments. The Company’s principal sources of liquidity are cash on hand and dividends received from the Bank. The Bank is subject to various regulatory restrictions on the payment of dividends.

     The Bank’s principal sources of funds for investments and operations are net income, deposits from its primary market area, principal and interest payments on loans, interest received on investment securities and proceeds from maturing investment securities. Its principal funding commitments are for the origination or purchase of loans and the payment of maturing deposits. Deposits are considered the primary source of funds supporting the Bank’s lending and investment activities. The Bank also uses borrowings from the FHLB of Atlanta to supplement deposits, residential and small business lending, and to meet specific and anticipated needs.

     The Bank’s most liquid assets are cash and cash equivalents, which are cash on hand, amounts due from financial institutions, federal funds sold and money market mutual funds. The levels of such assets are dependent on the Bank’s operating financing and investment activities at any given time. The variations in levels of cash and cash equivalents are influenced by deposit flows and anticipated future deposit flows.

     Cash and cash equivalents (cash due from banks, interest-bearing deposits in other financial institutions, and federal funds sold), as of December 31, 2002, totaled $15,742,088, a decrease of $2,478,740 or 13.6%, from the December 31, 2001 total of $18,220,828. Most of this decrease was due to a decline in deposits in other financial institutions and a reduction in federal funds sold.

-25-


 

     As of December 31, 2002, the Bank was permitted to draw on a $33.4 million line of credit from the FHLB of Atlanta. Borrowings under the line are secured by a floating lien on the Bank’s residential mortgage loans and its portfolio of U.S. Government and Agency Securities. As of December 31, 2002, a $7 million long-term convertible advance was outstanding under this line. In addition the Bank has a secured line of credit in the amount of $5 million from another commercial bank on which it has not drawn. Furthermore, on September 7, 2000, the Company issued $5,155,000 of its 10.6% Junior Subordinated Deferrable Interest Debentures to Glen Burnie Statutory Trust I, a Connecticut statutory trust wholly owned by the Company. The Trust, in turn, issued $5,000,000 of its 10.6% capital securities to institutional investors. The debentures are scheduled to mature on September 7, 2030, unless called by the Company not earlier than September 7, 2010. As of December 31, 2002, the full $5,155,000 was outstanding.

     Federal banking regulations require the Company and the Bank to maintain specified levels of capital. At December 31, 2002, the Company was in compliance with these requirements with a leverage ratio of 9.1%, a Tier 1 risk-based capital ratio of 14.0% and total risk-based capital ratio of 15.3%. At December 31, 2002, the Bank met the criteria for designation as a well capitalized depository institution under FDIC regulations.

Impact of Inflation and Changing Prices

     The consolidated financial statements and notes thereto presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, nearly all of the Company’s assets and liabilities are monetary in mature. As a result, interest rates have a greater impact on the Company’s performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Critical Accounting Policies

     The Company’s accounting policies are more fully described in Note 1 of the Notes to the Consolidated Financial Statements, starting on page F-8 and are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. As discussed there, the preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Since future events and their effects cannot be determined with absolute certainty, the determination of estimates requires the exercise of judgment. Management has used the best information available to make the estimations necessary to value the related assets and liabilities based on historical experience and on various assumptions which are believed to be reasonable under the circumstances. Actual results could differ from those estimates, and such differences may be material to the financial statements. The Company reevaluates these variables as facts and circumstances change. Historically, actual results have not differed significantly from the Company’s estimates. The following is a summary of the more judgmental accounting estimates and principles involved in the preparation of the Company’s financial statements, including the identification of the variables most important in the estimation process:

     Allowance for Credit Losses. The allowance for credit losses is management’s best estimate of the probable incurred credit losses in the lending portfolio. The Company performs periodic and systematic detailed reviews of its loan portfolio to identify and estimate the inherent risks and assess overall collectibility. These reviews include loss forecast modeling based on historical experiences and current events and conditions as well as individual loan valuations. In each analysis, numerous portfolio and economic assumptions are made.

     Accrued Taxes. Management estimates income tax expense based on the amount it expects to owe various tax authorities. Income taxes are discussed in more detail in Note 9 to the consolidated financial statements. Accrued taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions taking into account statutory, judicial and regulatory guidance in the context of the Company’s tax position.

-26-


 

Recently Issued Accounting Pronouncements

     In June 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullified Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). This statement changes the current practice of accounting for these transactions by changing the timing of the recognition of exit or disposal costs and generally requires such costs to be recognized when the liability is incurred rather than on the date the entity commits to a plan of exit or disposal. It also requires such liabilities to be measured at fair value. The provisions of SFAS 146 are effective for exit or disposal activities initiated after December 31, 2002. In management’s opinion, the Company and the Bank are currently in compliance with all applicable provisions of this pronouncement (See Note 5 to the Company’s Consolidated Financial Statements).

     In October 2002, FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions, an amendment of FASB Statement No. 72 and 144 and FASB Interpretation No. 9 (SFAS 147). This statement addresses the financial accounting and reporting for the acquisition of all or part of a financial institution, except for a transaction between two or more mutual enterprises. This statement removes acquisitions of financial institutions, other than transactions between two or more mutual enterprises, from the scope of FASB No. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions, and FASB Interpretation No. 9, Applying APB Opinions No. 16 and 17, When a Savings and Loan Association or a Similar Institution Is Acquired in a Business Combination Accounting for by the Purchase Method. This statement also provides guidance on the accounting for the impairment or disposal of acquired long-term customer-relationship intangible assets (such as depositor and borrower relationship intangible assets and credit cardholder intangible assets) including those acquired in transactions between two or more mutual enterprises. In management’s opinion, the Company and the Bank are currently in compliance with all applicable provisions of this pronouncement.

     In December 2002, FASB issued SFAS No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure (SFAS 148). This statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transaction for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock based employee compensation. Finally this statement amends Accounting Principles Board Opinion No. 28, Interim Financial Reporting (APB 28), to require disclosure about effects in interim financial information.

     Certain of the amendments to SFAS 123 contained in SFAS 148 are effective for financial statements for fiscal years ending after December 15, 2002, and others are effective for financial reports containing condensed financial statements for interim periods beginning after December 15, 2002. Management is currently considering the impact of the change to the fair value based method of accounting for stock-based employee compensation in the 2003 financial statements. In management’s opinion, the Company and the Bank are currently in compliance with all applicable disclosure provisions of this pronouncement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data required by this Item 8 are included in the Company’s Consolidated Financial Statements and set forth in the pages indicated in Item 16(a) of this Annual Report.

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

Not applicable.

-27-


 

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information with respect to the identity and business experience of the directors of the Company and their remuneration set forth in the section captioned “Proposal I — Election of Directors” in the Company’s definitive Proxy Statement to be filed pursuant to Regulation 14A and issued in conjunction with the 2003 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference. The information with respect to the identity and business experience of executive officers of the Company is set forth in Part I of this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item is incorporated herein by reference to the sections captioned “Director Compensation” and “Executive Compensation” in the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is incorporated herein by reference to the sections captioned “Voting Securities and Principal Holders Thereof” and “Securities Ownership of Management” in the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item is incorporated herein by reference to the section captioned “Transactions with Management” in the Proxy Statement.

ITEM 14. CONTROLS AND PROCEDURES

     Based on the evaluation of the Company’s disclosure controls and procedures by F. William Kuethe, Jr., the Company’s Chief Executive Officer, and John E. Porter, the Company’s Chief Financial Officer, as of a date within 90 days of the filing date of this annual report, such officers have concluded that the Company’s disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time period specified by the Securities and Exchange Commission’s rules and forms.

     There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information required by this item is incorporated herein by reference to the section captioned “Authorization for Appointment of Auditors – Disclosure of Independent Auditor Fees” in the Proxy Statement.

-28-


 

PART IV

ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1. Financial Statements.

    Page
Independent Auditors’ Report   F-1
Consolidated Balance Sheets as of December 31, 2002, 2001 and 2000   F-2
Consolidated Statements of Income for the Years Ended December 31, 2002, 2001 and 2000   F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2002, 2001 and 2000   F-4
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2002, 2001 and 2000   F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002 2001 and 2000   F-6
Notes to Consolidated Financial Statements   F-8

(a)  2. Financial Statement Schedules.

All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.

(a)  3. Exhibits required to be filed by Item 601 of Regulation S-K.

     
Exhibit No.    
 
3.1   Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant’s Form 8-A filed December 27, 1999, File No. 0-24047)
3.2   By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1998, File No. 0-24047)
3.3   Articles Supplementary, dated November 16, 1999 (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed December 8, 1999, File No. 0-24047)
4.1   Rights Agreement, dated as of February 13, 1998, between Glen Burnie Bancorp and The Bank of Glen Burnie, as Rights Agent, as amended and restated as of December 27, 1999 (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Form 8-A filed December 27, 1999, File No. 0-24047)
10.1   Glen Burnie Bancorp Director Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8, File No.33-62280)
10.2   The Bank of Glen Burnie Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-8, File No. 333-46943)
10.3   Amended and Restated Change-in-Control Severance Plan (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001, File No. 0-24047)
10.4   The Bank of Glen Burnie Executive and Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1999, File No. 0-24047)
21   Subsidiaries of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001, File No. 0-24047)
23   Consent of Trice Geary & Myers LLC
99.1   Certification Required Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K.

     None.

-29-


 

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
    GLEN BURNIE BANCORP
 
March 24, 2003   By: /s/ F. William Kuethe, Jr.
         F. William Kuethe, Jr.
         President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

         
Signature   Title   Date
 
/s/ F. William Kuethe, Jr.
   F. William Kuethe, Jr.
  President, Chief Executive Officer
and Director
  March 24, 2003
 
__________________
   John I. Young
  Executive Vice President, Chief
Operating Officer and Director
  March ______, 2003
 
/s/ John E. Porter
   John E. Porter
  Senior Vice President and Chief
Financial Officer
  March 24, 2003
 
/s/ John E. Demyan
   John E. Demyan
  Chairman of the Board and Director   March 24, 2003
 
__________________
   Theodore L. Bertier, Jr.
  Director   March ______, 2003
 
/s/ Shirley E. Boyer
   Shirley E. Boyer
  Director   March 24, 2003
 
/s/ Thomas Clocker
   Thomas Clocker
  Director   March 24, 2003
 
/s/ Alan E. Hahn
   Alan E. Hahn
  Director   March 24, 2003
 
/s/ Charles L. Hein
   Charles L. Hein
  Director   March 24, 2003
 
/s/ F. W. Kuethe, III
   F. W. Kuethe, III
  Director   March 24, 2003

-30-


 

         
/s/ William N. Scherer, Sr.
   William N. Scherer, Sr.
  Director   March 24, 2003
 
/s/ Karen B. Thorwarth
   Karen B. Thorwarth
  Director   March 24, 2003
 
/s/ Mary Lou Wilcox
   Mary Lou Wilcox
  Director   March 24, 2003

-31-


 

CERTIFICATION

     I, F. William Kuethe, Jr., certify that:

     1.     I have reviewed this Annual Report on Form 10-K of Glen Burnie Bancorp;

     2.     Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

     3.     Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;

     4.     The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
 
  b)   evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and
 
  c)   presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

     5.     The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and
 
  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls; and

6.     The Registrant’s other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
Date: March 24, 2003   /s/ F. William Kuethe, Jr.
F. William Kuethe, Jr.
Chief Executive Officer

-32-


 

CERTIFICATION

     I, John E. Porter, certify that:

     1.     I have reviewed this Annual Report on Form 10-K of Glen Burnie Bancorp;

     2.     Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

     3.     Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;

     4.     The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

  d)   designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
 
  e)   evaluated the effectiveness of the Registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and
 
  f)   presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

     5.     The Registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):

  c)   all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant’s ability to record, process, summarize and report financial data and have identified for the Registrant’s auditors any material weaknesses in internal controls; and
 
  d)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls; and

     6.     The Registrant’s other certifying officers and I have indicated in this Annual Report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
Date: March 24, 2003   /s/ John E. Porter
John E. Porter
Chief Financial Officer

-33-


 

(TGMlogo)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors
Glen Burnie Bancorp and Subsidiaries
Glen Burnie, Maryland

We have audited the accompanying consolidated balance sheets of Glen Burnie Bancorp and subsidiaries as of December 31, 2002, 2001, and 2000, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Glen Burnie Bancorp and subsidiaries as of December 31, 2002, 2001, and 2000, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

(Signature Logo)

(Address Logo)

F-1


 

Glen Burnie Bancorp and Subsidiaries
Consolidated Balance Sheets

                             

December 31,   2002     2001     2000  

Assets
Cash and due from banks
  $ 11,297,175     $ 10,888,085     $ 9,559,329  
Interest-bearing deposits in other financial institutions
    41,335       1,879,444       50,947  
Federal funds sold
    4,403,578       5,453,299       5,898,863  
 
 
   
   
 
 
Cash and cash equivalents
    15,742,088       18,220,828       15,509,139  
Certificates of deposit in other financial institutions
    100,000       100,000       100,000  
Investment securities available for sale, at fair value
    84,657,682       55,547,998       21,308,961  
Investment securities held to maturity (fair value 2002 $7,615,702; 2001 $16,881,451; 2000 $31,019,121)
    7,202,369       16,516,923       31,285,937  
Federal Home Loan Bank stock, at cost
    703,200       652,300       652,300  
Common stock in the Glen Burnie Statutory Trust I
    155,000       155,000       155,000  
Ground rents, at cost
    249,900       249,900       249,900  
Loans, less allowance for credit losses 2002 $2,514,700; 2001 $2,938,455; 2000 $3,384,815
    158,286,746       164,569,252       162,373,731  
Premises and equipment, at cost, less accumulated depreciation
    4,143,429       3,886,631       4,268,403  
Accrued interest receivable on loans and investment securities
    1,547,511       1,527,018       1,681,219  
Deferred income tax benefits
          427,367       126,933  
Other real estate owned
    413,373       420,162       484,148  
Other assets
    6,204,908       1,088,347       1,015,509  
 
 
   
   
 
   
Total assets
  $ 279,406,206     $ 263,361,726     $ 239,211,180  
 
 
   
   
 
Liabilities and Stockholders’ Equity
Liabilities:
                       
Deposits:
                       
 
Noninterest-bearing
  $ 59,061,977     $ 55,685,108     $ 52,962,491  
 
Interest-bearing
    182,357,630       173,621,610       153,005,846  
 
 
   
   
 
   
Total deposits
    241,419,607       229,306,718       205,968,337  
Short-term borrowings
    837,074       882,408       487,978  
Long-term borrowings
    7,251,489       7,274,791       7,296,523  
Dividends payable
    236,291       195,333       213,345  
Accrued interest payable on deposits
    111,398       155,174       195,166  
Accrued interest payable on junior subordinated debentures
    171,518       171,518       166,986  
Deferred income tax liabilities
    915,314              
Other liabilities
    1,519,129       2,359,199       2,547,098  
 
 
   
   
 
   
Total liabilities
    252,461,820       240,345,141       216,875,433  
 
 
   
   
 
Commitments and contingencies
                       
Guaranteed preferred beneficial interests in Glen Burnie Bancorp junior subordinated debentures
    5,155,000       5,155,000       5,155,000  
 
 
   
   
 
Stockholders’ equity:
                       
Common stock, par value $1, authorized 15,000,000 shares; issued and outstanding 2002 1,677,173 shares; 2001 1,663,560 shares; 2000 1,110,049 shares
    1,677,173       1,663,560       1,110,049  
Surplus
    10,637,578       10,390,511       10,373,549  
Retained earnings
    7,946,747       5,970,537       5,544,305  
Accumulated other comprehensive income (loss), net of tax
    1,527,888       (163,023 )     152,844  
 
 
   
   
 
   
Total stockholders’ equity
    21,789,386       17,861,585       17,180,747  
 
 
   
   
 
   
Total liabilities and stockholders’ equity
  $ 279,406,206     $ 263,361,726     $ 239,211,180  
 
 
   
   
 

The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-2


 

Glen Burnie Bancorp and Subsidiaries

Consolidated Statements of Income

                             

Years Ended December 31,   2002     2001     2000  

Interest income on:
                       
 
Loans, including fees
  $ 12,336,820     $ 13,173,325     $ 13,464,699  
 
U.S. Treasury securities
    59,818       94,336       129,283  
 
U.S. Government agency securities
    2,457,585       2,347,049       2,608,332  
 
State and municipal securities
    1,206,798       738,330       159,053  
 
Corporate trust preferred securities
    341,094       310,484       80,897  
 
Federal funds sold
    93,735       286,176       200,978  
 
Other
    74,432       257,304       59,473  
 
 
 
   
   
 
   
Total interest income
    16,570,282       17,207,004       16,702,715  
 
 
 
   
   
 
Interest expense on:
                       
 
Deposits
    4,212,826       5,527,610       5,562,428  
 
Short-term borrowings
    6,446       17,885       66,513  
 
Long-term borrowings
    436,430       436,817       105,690  
 
Junior subordinated debentures
    546,430       550,962       166,986  
 
 
 
   
   
 
   
Total interest expense
    5,202,132       6,533,274       5,901,617  
 
 
 
   
   
 
   
Net interest income
    11,368,150       10,673,730       10,801,098  
Provision for credit losses
          (150,000 )      
 
 
 
   
   
 
   
Net interest income after provision for credit losses
    11,368,150       10,823,730       10,801,098  
 
 
 
   
   
 
Other income:
                       
 
Service charges on deposit accounts
    917,816       860,681       859,734  
 
Other fees and commissions
    750,385       687,454       734,255  
 
Gains (losses) on investment securities
    52,880       273,003       (26,237 )
 
Gain on sale of other real estate owned
                490,000  
 
Curtailment gain on post-retirement benefits plan amendment
    763,644              
 
Settlement gain on pension plan termination
                1,600,126  
 
 
 
   
   
 
   
Total other income
    2,484,725       1,821,138       3,657,878  
 
 
 
   
   
 
Other expenses:
                       
 
Salaries and wages
    4,165,994       4,083,115       4,085,541  
 
Employee benefits
    1,614,284       1,769,209       2,131,481  
 
Occupancy
    589,289       577,440       615,201  
 
Furniture and equipment
    854,059       889,924       871,655  
 
Other expenses
    2,733,221       3,012,405       3,042,171  
 
 
 
   
   
 
   
Total other expenses
    9,956,847       10,332,093       10,746,049  
 
 
 
   
   
 
Income before income taxes
    3,896,028       2,312,775       3,712,927  
Federal and state income tax expense
    1,084,945       587,539       1,438,061  
 
 
 
   
   
 
Net income
  $ 2,811,083     $ 1,725,236     $ 2,274,866  
 
 
 
   
   
 
Basic and diluted earnings per share of common stock
  $ 1.68     $ 1.04     $ 1.38  
 
 
 
   
   
 

The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-3


 

Glen Burnie Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income

                           

Years Ended December 31,   2002     2001     2000  

Net income
  $ 2,811,083     $ 1,725,236     $ 2,274,866  
 
 
   
   
 
Other comprehensive income (loss), net of tax
                       
Unrealized holding gains (losses) arising during the period (net of deferred taxes (benefits) 2002 $1,081,095; 2001 ($98,834); 2000 $182,437)
    1,718,218       (157,081 )     290,199  
Reclassification adjustment for (gains) losses included in net income (net of deferred taxes (benefits) 2002 $17,182; 2001 $99,907; 2000 ($10,128))
    (27,307 )     (158,786 )     16,110  
 
 
   
   
 
 
Total other comprehensive income (loss)
    1,690,911       (315,867 )     306,309  
 
 
   
   
 
Comprehensive income
  $ 4,501,994     $ 1,409,369     $ 2,581,175  
 
 
   
   
 

The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-4


 

Glen Burnie Bancorp and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

Years Ended December 31, 2002, 2001, and 2000

                                                 
                                    Accumulated        
                                    Other     Total  
    Common Stock             Retained     Comprehensive     Stockholders'  
    Shares     Par Value     Surplus     Earnings     Income (Loss)     Equity  
 
 
   
   
   
   
   
 
Balances, December 31, 1999
    1,093,496     $ 1,093,496     $ 10,149,247     $ 4,013,171     $ (153,465 )   $ 15,102,449  
Net income
                      2,274,866             2,274,866  
Shares issued under stockholder stock purchase plan
    2,659       2,659       47,330                   49,989  
Cash dividends, $.449 per share
                      (743,732 )           (743,732 )
Dividends reinvested under dividend reinvestment plan
    13,894       13,894       187,861                   201,755  
Expired stock options
                (10,889 )                 (10,889 )
Other comprehensive income, net of tax
                            306,309       306,309  
 
 
   
   
   
   
   
 
Balances, December 31, 2000
    1,110,049       1,110,049       10,373,549       5,544,305       152,844       17,180,747  
 
 
   
   
   
   
   
 
Net income
                      1,725,236             1,725,236  
Shares repurchased and retired
    (10,000 )     (10,000 )     (138,750 )                 (148,750 )
Cash dividends, $.45 per share
                      (747,807 )           (747,807 )
Dividends reinvested under dividend reinvestment plan
    12,314       12,314       155,712                   168,026  
Stock split effected in form of 50% stock dividend
    551,197       551,197             (551,197 )            
Other comprehensive loss, net of tax
                            (315,867 )     (315,867 )
 
 
   
   
   
   
   
 
Balances, December 31, 2001
    1,663,560       1,663,560       10,390,511       5,970,537       (163,023 )     17,861,585  
 
 
   
   
   
   
   
 
Net income
                      2,811,083             2,811,083  
Cash dividends, $.50 per share
                      (834,873 )           (834,873 )
Dividends reinvested under dividend reinvestment plan
    10,548       10,548       169,522                   180,070  
Shares issued under employee stock purchase plan
    3,065       3,065       39,140                   42,205  
Vested stock options
                38,405                   38,405  
Other comprehensive income, net of tax
                            1,690,911       1,690,911  
 
 
   
   
   
   
   
 
Balances, December 31, 2002
    1,677,173     $ 1,677,173     $ 10,637,578     $ 7,946,747     $ 1,527,888     $ 21,789,386  
 
 
   
   
   
   
   
 

The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-5


 

Glen Burnie Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

                               

Years Ended December 31,   2002   2001   2000

Cash flows from operating activities:
                       
 
Net income
  $ 2,811,083     $ 1,725,236     $ 2,274,866  
 
Adjustments to reconcile net income to net cash provided by operating activities
                       
 
Depreciation, amortization, and accretion
    1,241,007       805,988       744,678  
   
Compensation expense (benefit) from vested stock options, net
    38,405             (10,889 )
   
Provision for credit losses
          (150,000 )      
   
Losses on other real estate owned
    6,789       63,986       27,679  
   
Deferred income taxes (benefits), net
    278,768       (101,691 )     (73,725 )
   
Losses (gains) on disposals of assets, net
    14,429       (259,135 )     (255,803 )
   
Income on investment in life insurance
    (24,964 )            
   
Changes in assets and liabilities:
                       
     
(Increase) decrease in accrued interest receivable
    (20,493 )     154,201       (402,152 )
     
(Increase) decrease in other assets
    (209,838 )     (59,006 )     2,020,004  
     
(Decrease) increase in accrued interest payable
    (43,776 )     (35,460 )     209,597  
     
(Decrease) increase in other liabilities
    (840,072 )     (167,514 )     834,018  
 
 
 
 
     
Net cash provided by operating activities
    3,251,338       1,976,605       5,368,273  
 
 
 
 
Cash flows from investing activities:
                       
 
Maturities of held to maturity mortgage-backed securities
    3,179,978       3,303,672       1,521,930  
 
Maturities of other held to maturity investment securities
    6,134,713       10,961,629       500,000  
 
Maturities of available for sale mortgage-backed securities
    13,505,963       2,271,148       1,621,643  
 
Maturities of other available for sale investment securities
    4,098,363       5,237,023       500,000  
 
Sales of debt securities
    2,053,968       7,067,274       4,540,643  
 
Purchases of held to maturity mortgage-backed securities
                (2,990,625 )
 
Purchases of held to maturity investment securities
                (1,652,173 )
 
Purchases of available for sale mortgage-backed securities
    (30,417,008 )     (25,158,011 )      
 
Purchases of other available for sale investment securities
    (16,085,767 )     (23,434,008 )     (12,836,928 )
 
Purchase of FHLB stock
    (50,900 )            
 
Purchase of certificate of deposit
                (100,000 )
 
Purchase of common stock in the Glen Burnie Statutory Trust I
                (155,000 )
 
Purchase of life insurance contracts
    (5,000,000 )            
 
Decrease (increase) in loans, net
    6,282,506       (2,045,521 )     (11,267,171 )
 
Proceeds from sales of other real estate
                537,000  
 
Purchases of premises and equipment
    (904,507 )     (432,658 )     (599,373 )
 
 
 
 
     
Net cash used by investing activities
    (17,202,691 )     (22,229,452 )     (20,380,054 )
 
 
 
 
Cash flows from financing activities:
                       
 
Increase in noninterest-bearing deposits, NOW accounts, money market accounts, and savings accounts, net
    9,587,004       10,990,615       7,608,893  
 
Increase in time deposits, net
    2,525,885       12,347,766       4,269,449  
 
(Decrease) increase in short-term borrowings
    (45,334 )     394,430       (1,976,958 )
 
Proceeds from long-term borrowings
                7,000,000  
 
Repayments of long-term borrowings
    (23,302 )     (21,732 )     (3,477 )
 
Cash dividends paid
    (793,915 )     (765,819 )     (667,053 )
 
Common stock dividends reinvested
    180,070       168,026       201,755  
 
Repurchase and retirement of common stock
          (148,750 )      
 
Issuance of guaranteed preferred beneficial interests in Glen Burnie Bancorp junior subordinated debentures
                5,155,000  
 
Issuance of common stock
    42,205             49,989  
 
 
 
 
     
Net cash provided by financing activities
    11,472,613       22,964,536       21,637,598  
 
 
 
 
(Decrease) increase in cash and cash equivalents
    (2,478,740 )     2,711,689       6,625,817  
Cash and cash equivalents, beginning of year
    18,220,828       15,509,139       8,883,322  
 
 
 
 
Cash and cash equivalents, end of year
  $ 15,742,088     $ 18,220,828     $ 15,509,139  
 
 
 
 

The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-6


 

Glen Burnie Bancorp and Subsidiaries

Consolidated Statements of Cash Flows
(Continued)

                           

Years Ended December 31,   2002     2001     2000  

Supplementary Cash Flow Information:
                       
 
Interest paid
  $ 5,245,908     $ 6,568,734     $ 5,692,020  
 
Income taxes paid
    712,844       693,000       205,000  
 
Total increase (decrease) in unrealized appreciation (depreciation) on securities available for sale
    2,754,826       (514,610 )     499,038  

The Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

F-7


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies

    The Bank of Glen Burnie (the “Bank”) provides financial services to individuals and corporate customers located in Anne Arundel County and surrounding areas of Central Maryland, and is subject to competition from other financial institutions. The Bank is also subject to the regulations of certain Federal and State of Maryland (the “State”) agencies and undergoes periodic examinations by those regulatory authorities. The accounting policies of the Bank conform to generally accepted accounting principles and to general practices within the banking industry.

    Significant accounting policies not disclosed elsewhere in the consolidated financial statements are as follows:

    Principles of Consolidation:

    The consolidated financial statements include the accounts of Glen Burnie Bancorp (the “Company”) and its subsidiaries, The Bank of Glen Burnie and GBB Properties, Inc., a company engaged in the acquisition and disposition of other real estate. Intercompany balances and transactions have been eliminated. The Parent Only financial statements (see Note 22) of the Company account for the subsidiaries using the equity method of accounting.

    Use of Estimates:

    The preparation of the consolidated financial statements in conformity with accounting principles generally accepted within the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

    Securities Held to Maturity:

    Bonds, notes, and debentures for which the Bank has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the effective interest rate method over the period to maturity. Securities transferred into held to maturity from the available for sale portfolio are recorded at fair value at time of transfer with unrealized gains or losses reflected in equity and amortized over the remaining life of the security.

    Securities Available for Sale:

    Marketable debt securities not classified as held to maturity are classified as available for sale. Securities available for sale may be sold in response to changes in interest rates, loan demand, changes in prepayment risk, and other factors. Changes in unrealized appreciation (depreciation) on securities available for sale are reported in other comprehensive income. Realized gains (losses) on securities available for sale are included in other income (expense) and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income. The gains and losses on securities sold are determined by the specific identification method. Premiums and discounts are recognized in interest income using the effective interest rate method over the period to maturity. Additionally, declines in the fair value of individual investment securities below their cost that are other than temporary are reflected as realized losses in the consolidated statements of income.

    Other Securities:

    Federal Home Loan Bank (“FHLB”) stock is an equity interest in the FHLB, which does not have a readily determinable fair value for purposes of Statement of Financial Accounting Standards (“SFAS”) No 115, Accounting for Certain Investments in Debt and Equity Securities, because its ownership is restricted and it lacks a market. FHLB stock can be sold back only at its par value of $100 per share and only to the FHLB or another member institution.

F-8


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies (continued)

    Loans and Allowance for Credit Losses:

    Loans are generally carried at the amount of unpaid principal, adjusted for deferred loan fees, which are amortized over the term of the loan using the effective interest rate method. Interest on loans is accrued based on the principal amounts outstanding. It is the Bank’s policy to discontinue the accrual of interest when a loan is specifically determined to be impaired or when principal or interest is delinquent for 90 days or more. When a loan is placed on nonaccrual status all interest previously accrued but not collected is reversed against current period interest income. Interest income generally is not recognized on specific impaired loans unless the likelihood of further loss is remote. Cash collections on such loans are applied as reductions of the loan principal balance and no interest income is recognized on those loans until the principal balance has been collected. Interest income on other nonaccrual loans is recognized only to the extent of interest payments received. The carrying value of impaired loans is based on the present value of the loan’s expected future cash flows or, alternatively, the observable market price of the loan or the fair value of the collateral.

    The allowance for credit losses is established through a provision for credit losses charged to expense. Loans are charged against the allowance for credit losses when management believes that the collectibility of the principal is unlikely. The allowance, based on evaluations of the collectibility of loans and prior loan loss experience, is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions and trends that may affect the borrower’s ability to pay.

    While management believes it has established the allowance for credit losses in accordance with accounting principles generally accepted in the United States of America and has taken into account the views of its regulators and the current economic environment, there can be no assurance that in the future the Bank’s regulators or its economic environment will not require further increases in the allowance.

    Reserve for Unfunded Commitments

    The reserve for unfunded commitments is established through a provision for unfunded commitments charged to other expenses. The reserve is calculated by utilizing the same methodology and factors as the allowance for credit losses. The reserve, based on evaluations of the collectibiltiy of loans and prior loan loss experience, is an amount that management believes will be adequate to absorb possible losses on unfunded commitments (off-balance sheet financial instruments) that may become uncollectible in the future.

    Other Real Estate Owned (“OREO”):

    OREO comprises properties acquired in partial or total satisfaction of problem loans. The properties are recorded at the lower of cost or fair value (appraised value) at the date acquired. Losses arising at the time of acquisition of such properties are charged against the allowance for credit losses. Subsequent write-downs that may be required and expenses of operation are included in other income or expenses. Gains and losses realized from the sale of OREO are included in other income or expenses. No loans were converted to OREO in 2002, 2001, or 2000. The Bank financed no sales of OREO for 2002, 2001, or 2000. Sales of OREO financed by GBB Properties, Inc. totaled $145,000 for 2000.

F-9


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies (continued)

    Bank Premises and Equipment:

    Bank premises and equipment are stated at cost less accumulated depreciation. The provision for depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the lesser of the terms of the leases or their estimated useful lives. Expenditures for improvements that extend the life of an asset are capitalized and depreciated over the asset’s remaining useful life. Gains or losses realized on the disposition of premises and equipment are reflected in the consolidated statements of income. Expenditures for repairs and maintenance are charged to other expenses as incurred. Computer software is recorded at cost and amortized over three to five years.

    Intangible Assets:

    A core deposit intangible asset of $544,652, relating to a branch acquisition, is being amortized on the straight-line method over 10 years. Accumulated amortization totaled $394,872, $340,407, and $285,942 at December 31, 2002, 2001, and 2000, respectively. Amortization expense totaled $54,465 for each of the years ended December 2002, 2001, and 2000.

    Long-Lived Assets:

    The carrying value of long-lived assets and certain identifiable intangibles, including goodwill, is reviewed by the Bank for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, as prescribed in SFAS No. 121, Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of, and later superceded by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Asset. As of December 31, 2001, no long-lived assets existed in which management considered impaired; however, in 2002 and 2000 certain long-lived assets were deemed to be impaired (See Note 5).

    Income Taxes:

    The provision for Federal and state income taxes is based upon the results of operations, adjusted for tax-exempt income. Deferred income taxes are provided by applying enacted statutory tax rates to temporary differences between financial and taxable bases.

    Temporary differences which give rise to deferred tax benefits relate principally to the allowance for credit losses, deferred compensation and benefit plans, other real estate owned, tax credit carryovers, net unrealized depreciation on investment securities available for sale, and reserve for unfunded commitments.

    Temporary differences which give rise to deferred tax liabilities relate principally to accumulated depreciation, allowance for credit losses, securities discount accretion, and the net unrealized appreciation on investment securities available for sale.

    Credit Risk:

    The Bank has deposits in other financial institutions in excess of amounts insured by the Federal Deposit Insurance Corporation (“FDIC”). At December 31, 2002, the Bank had deposits and Federal funds sold with three separate financial institutions of approximately $475,000, $2,617,000, and $7,415,000.

    Cash and Cash Equivalents:

    The Bank has included cash and due from banks, interest-bearing deposits in other financial institutions, and Federal funds sold as cash and cash equivalents for the purpose of reporting cash flows.

F-10


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies (continued)

    Accounting for Stock Options:

    The Company applies the intrinsic value-based method of accounting prescribed by the Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for its employee stock options. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Statement of Financial Accounting Standards (SFAS) No. 123 “Accounting for Stock-Based Compensation,” established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting prescribed above, and has adopted the disclosure-only provisions of SFAS No.123.

    Earnings per share:

    Basic earnings per common share are determined by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share are calculated including the average dilutive common stock equivalents outstanding during the period. Dilutive common equivalent shares consist of stock options, calculated using the treasury stock method.

    Financial Statement Presentation:

    Certain amounts in the prior years’ financial statements have been reclassified to conform to the current year’s presentation.

Note 2. Restrictions on Cash and Due from Banks

    The Federal Reserve requires the Bank to maintain noninterest-bearing cash reserves against certain categories of average deposit liabilities. Such reserves averaged approximately $4,196,000, $2,923,000, and $3,039,000 during the years ended December 31, 2002, 2001, and 2000, respectively.

Note 3. Investment Securities

     Investment securities are summarized as follows:

                                   
              Gross     Gross        
      Amortized     Unrealized     Unrealized     Fair  
December 31, 2002   Cost     Gains     Losses     Value  

 
   
   
   
 
Available for sale:
                               
 
U.S. Treasury
  $ 499,497     $ 14,568     $     $ 514,065  
 
U.S. Government agency
    8,084,257       469,446       140,000       8,413,703  
 
State and municipal
    31,216,663       812,011       86,496       31,942,178  
 
Corporate trust preferred
    5,056,735       471,397             5,528,132  
 
Mortgage-backed
    37,311,301       948,303             38,259,604  
 
 
 
   
   
   
 
 
  $ 82,168,453     $ 2,715,725     $ 226,496     $ 84,657,682  
 
 
 
   
   
   
 
Held to maturity:
                               
 
U.S. Government agency
  $ 1,499,692     $ 106,321     $     $ 1,606,013  
 
State and municipal
    682,688       47,014             729,702  
 
Mortgage-backed
    5,019,989       259,998             5,279,987  
 
 
 
   
   
   
 
 
  $ 7,202,369     $ 413,333     $     $ 7,615,702  
 
 
 
   
   
   
 

F-11


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Investment Securities (continued)

                                   
              Gross     Gross        
      Amortized     Unrealized     Unrealized     Fair  
December 31, 2001   Cost     Gains     Losses     Value  

 
   
   
   
 
Available for sale:
                               
 
U.S. Treasury
  $ 498,684     $ 25,066     $     $ 523,750  
 
U.S. Government agency
    7,504,660       13,859       9,688       7,508,831  
 
State and municipal
    19,976,500       137,505       313,434       19,800,571  
 
Corporate trust preferred
    4,819,930       126,842       9,958       4,936,814  
 
Mortgage-backed
    23,013,820       33,127       268,915       22,778,032  
 
 
 
   
   
   
 
 
  $ 55,813,594     $ 336,399     $ 601,995     $ 55,547,998  
 
 
 
   
   
   
 
Held to maturity:
                               
 
U.S. Treasury
  $ 749,498     $ 21,830     $     $ 771,328  
 
U.S. Government agency
    6,881,993       161,650       14,375       7,029,268  
 
State and municipal
    682,560       19,197             701,757  
 
Mortgage-backed
    8,202,872       183,604       7,378       8,379,098  
 
 
 
   
   
   
 
 
  $ 16,516,923     $ 386,281     $ 21,753     $ 16,881,451  
 
 
 
   
   
   
 
                                   
              Gross     Gross        
      Amortized     Unrealized     Unrealized     Fair  
December 31, 2000   Cost     Gains     Losses     Value  

 
   
   
   
 
Available for sale:
                               
 
U.S. Treasury
  $ 497,871     $ 9,638     $     $ 507,509  
 
U.S. Government agency
    6,975,277       45,107       38,008       6,982,376  
 
State and municipal
    8,038,349       254,201             8,292,550  
 
Corporate trust preferred
    2,821,428             1,481       2,819,947  
 
Mortgage-backed
    2,727,023             20,444       2,706,579  
 
 
 
   
   
   
 
 
  $ 21,059,948     $ 308,946     $ 59,933     $ 21,308,961  
 
 
 
   
   
   
 
Held to maturity:
                               
 
U.S. Treasury
  $ 1,248,529     $ 14,446     $ 620     $ 1,262,355  
 
U.S. Government agency
    17,834,666       83,636       311,617       17,606,685  
 
State and municipal
    682,431       27,437             709,868  
 
Mortgage-backed
    11,520,311       51,804       131,902       11,440,213  
 
 
 
   
   
   
 
 
  $ 31,285,937     $ 177,323     $ 444,139     $ 31,019,121  
 
 
 
   
   
   
 

F-12


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Investment Securities (continued)

    Contractual maturities of investment securities at December 31, 2002, 2001, and 2000 are shown below. Actual maturities may differ from contractual maturities because debtors may have the right to call or prepay obligations with or without call or prepayment penalties. Mortgage-backed securities have no stated maturity and primarily reflect investments in various Pass-through and Participation Certificates issued by the Federal National Mortgage Association and the Government National Mortgage Association. Repayment of mortgage-backed securities is affected by the contractual repayment terms of the underlying mortgages collateralizing these obligations and the current level of interest rates.
                                 
    Available for Sale     Held to Maturity  
    Amortized     Fair     Amortized     Fair  
December 31, 2002   Cost     Value     Cost     Value  

 
   
   
   
 
Due within one year
  $ 579,445     $ 595,838     $     $  
Due over one to five years
    7,370,459       7,707,811       1,499,692       1,606,013  
Due over five to ten years
    5,762,134       6,085,881              
Due over ten years
    31,145,134       32,008,548       682,688       729,702  
Mortgage-backed, due in monthly installments
    37,311,281       38,259,604       5,019,989       5,279,987  
 
 
   
   
   
 
 
  $ 82,168,453     $ 84,657,682     $ 7,202,369     $ 7,615,702  
 
 
   
   
   
 
                                 
    Available for Sale     Held to Maturity  
    Amortized     Fair     Amortized     Fair  
December 31, 2001   Cost     Value     Cost     Value  

 
   
   
   
 
Due within one year
  $     $     $ 1,669,481     $ 1,715,190  
Due over one to five years
    7,277,130       7,274,011       1,000,000       1,066,579  
Due over five to ten years
    4,195,187       4,126,922       499,625       534,375  
Due over ten years
    21,327,457       21,369,033       5,144,945       5,186,209  
Mortgage-backed, due in monthly installments
    23,013,820       22,778,032       8,202,872       8,379,098  
 
 
   
   
   
 
 
  $ 55,813,594     $ 55,547,998     $ 16,516,923     $ 16,881,451  
 
 
   
   
   
 
                                 
    Available for Sale     Held to Maturity  
    Amortized     Fair     Amortized     Fair  
December 31, 2000   Cost     Value     Cost     Value  

 
   
   
   
 
Due within one year
  $     $     $ 499,841     $ 499,478  
Due over one to five years
    6,973,148       6,976,182       3,634,136       3,684,832  
Due over five to ten years
    679,801       696,287       7,490,924       7,449,653  
Due over ten years
    10,679,976       10,929,913       8,140,725       7,944,945  
Mortgage-backed, due in monthly installments
    2,727,023       2,706,579       11,520,311       11,440,213  
 
 
   
   
   
 
 
  $ 21,059,948     $ 21,308,961     $ 31,285,937     $ 31,019,121  
 
 
   
   
   
 

F-13


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Investment Securities (continued)

    Proceeds from sales of securities prior to maturity totaled $2,053,968, $7,067,274, and $4,540,643 for the years ended December 31, 2002, 2001, and 2000, respectively. The Bank realized gains of $52,943 and losses of $63 on those sales for 2002. The Bank realized gains of $276,392 and losses of $3,389 on those sales for 2001. The Bank realized losses of $26,237 on those sales for 2000. Realized gains and losses were calculated based on the amortized cost of the securities at the date of trade. Income tax benefit (expense) relating to net gains/losses on sales of investment securities totaled ($20,422), ($105,434), and $10,133 for the years ended December 31, 2002, 2001, and 2000, respectively.

    Securities with amortized costs of approximately $999,000, $1,248,000, and $1,247,000 were pledged as collateral for short-term borrowings at December 31, 2002, 2001, and 2000, respectively.

    The Bank has no derivative financial instruments required to be disclosed under SFAS No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments.

Note 4. Loans

    Major categories of loans are as follows:
                           
      2002     2001     2000  
     
   
   
 
Mortgage:
                       
 
Residential
  $ 49,572,269     $ 44,293,130     $ 36,187,294  
 
Commercial
    31,584,086       36,920,258       40,168,603  
 
Construction and land development
    2,337,489       2,355,395       5,256,921  
Lease financing
                70,675  
Demand and time
    5,374,283       5,082,790       3,655,180  
Installment
    72,780,383       79,642,436       81,124,897  
 
 
 
   
   
 
 
    161,648,510       168,294,009       166,463,570  
Unearned income on loans
    (847,064 )     (786,302 )     (705,024 )
 
 
 
   
   
 
 
    160,801,446       167,507,707       165,758,546  
Allowance for credit losses
    (2,514,700 )     (2,938,455 )     (3,384,815 )
 
 
 
   
   
 
 
  $ 158,286,746     $ 164,569,252     $ 162,373,731  
 
 
 
   
   
 

    The Bank has an automotive indirect lending program where vehicle collateralized loans made by dealers to consumers are acquired by the Bank. The Bank’s installment loan portfolio included approximately $52,795,000, $59,308,000, and $61,725,000 of such loans at December 31, 2002, 2001, and 2000, respectively.

    The Bank makes loans to customers located primarily in Anne Arundel County and surrounding areas of Central Maryland. Although the loan portfolio is diversified, its performance will be influenced by the economy of the region.

    Executive officers, directors, and their affiliated interests enter into loan transactions with the Bank in the ordinary course of business. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with unrelated borrowers. They do not involve more than normal risk of collectibility or present other unfavorable terms. At December 31, 2002, 2001, and 2000, the amounts of such loans outstanding totaled $1,244,758, $1,194,860, and $1,319,700, respectively. During 2002, loan additions and repayments totaled $207,500 and $157,602, respectively.

F-14


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Loans (continued)

    The allowance for credit losses is as follows:
                         
    2002     2001     2000  
   
   
   
 
Balance, beginning of year
  $ 2,938,455     $ 3,384,815     $ 2,921,631  
Provision for credit losses
          (150,000 )      
Recoveries
    306,332       390,792       1,223,618  
Loans charged off
    (730,087 )     (687,152 )     (760,434 )
 
 
   
   
 
Balance, end of year
  $ 2,514,700     $ 2,938,455     $ 3,384,815  
 
 
   
   
 

    Loans on which the accrual of interest has been discontinued totaled $571,057, $601,120, and $370,053 at December 31, 2002, 2001, and 2000, respectively. Interest that would have been accrued under the terms of these loans totaled $9,188, $14,877, and $48,484 for the years ended December 31, 2002, 2001, and 2000, respectively.

    Information regarding loans classified by the Bank as impaired is summarized as follows:
                         
    2002     2001     2000  
   
   
   
 
Loans classified as impaired
  $ 355,489     $ 443,874     $ 207,579  
Allowance for credit losses on impaired loans
    109,310       117,271       77,633  
Average balance of impaired loans
    175,609       211,294       63,105  
 
Following is a summary of cash receipts on impaired loans and how they were applied:        
 
Cash receipts applied to reduce principal balance
  $ 19,381     $ 71,057     $ 6,389  
Cash receipts recognized as interest income
    8,454       10,878       581  
 
 
   
   
 
Total cash receipts
  $ 27,835     $ 81,935     $ 6,970  
 
 
   
   
 

    At December 31, 2002, the recorded investment in new troubled debt restructurings totaled $40,833. The average recorded investment in troubled debt restructurings totaled $41,964 for the year ended December 31, 2002. The allowance for credit losses relating to troubled debt restructurings totaled $8,166 at December 31, 2002. The Bank recognized $2,304 in interest income on troubled debt restructurings for cash payments received in 2002. All previous restructurings appear to be performing under the terms of the modified agreements.

    According to management, no troubled debt restructurings transpired in 2001.

    At December 31, 2000, the recorded investment in troubled debt restructurings totaled $369,594. The average recorded investment in troubled debt restructurings totaled $383,642 for the year ended December 31, 2000. The allowance for credit losses relating to troubled debt restructurings totaled $66,479 at December 31, 2000. The Bank recognized $93,653 in interest income on troubled debt restructurings for cash payments received in 2000.

    The Bank has no commitments to loan additional funds to the borrowers of restructured, impaired, or non-accrual loans.

F-15


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Premises and Equipment

    A summary of premises and equipment is as follows:
                                 
    Useful                    
    lives     2002     2001     2000  
   
   
   
   
 
Land
          $ 684,977     $ 684,977     $ 684,977  
Buildings   5-50 years     4,166,210       4,157,641       4,112,520  
Equipment and fixtures   5-30 years     4,682,284       4,768,901       4,479,403  
Construction in progress
            622,587       17,954       246,461  
 
     
   
   
 
 
            10,156,058       9,629,473       9,523,361  
Accumulated depreciation
            (6,012,629 )     (5,742,842 )     (5,254,958 )
 
     
   
   
 
 
          $ 4,143,429     $ 3,886,631     $ 4,268,403  
 
     
   
   
 

    Construction in progress relates primarily to the opening of the new Severna Park branch in January 2003 and certain computer hardware and software upgrades in the main office.

    Depreciation expense totaled $508,301, $573,674, and $551,784 for the years ended December 31, 2002, 2001, and 2000, respectively. Amortization of software and intangible assets totaled $190,493, $192,670, and $197,286 for the years ended December 31, 2002, 2001, and 2000, respectively.

    The Bank leases the South Crain Highway and new Severna Park branches. Minimum lease obligations under the South Crain Highway branch are $71,800 per year through September 2004, adjusted annually by the CPI. Minimum lease obligations under the Severna Park branch are $30,000 per year through September 2007. The Bank is also required to pay all maintenance costs under all these leasing arrangements. Rent expense totaled $117,929, $110,612, and $122,060 for the years ended December 31, 2002, 2001, and 2000, respectively.

    In the fourth quarter of 2002, the Board of Directors of the Company decided to close and relocate the existing Severna Park branch. At December 31, 2002, management determined that leasehold improvements made to this Severna Park branch, with a book value of $64,648, were impaired as prescribed by SFAS No. 144, and had no net realizable value, and recorded an asset impairment loss from continuing operations for this amount. The Bank also accrued approximately $77,000, as prescribed in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (See Note 21), relating to the estimated future lease and maintenance obligations. All expenses were included in other operating expenses for 2002 (see Note 13).

    In December 2000, the Board of Directors of the Company decided to close the Ferndale Shopping Center branch. At December 31, 2000, management determined that leasehold improvements made to the Ferndale branch, with a book value of $184,535, were impaired as prescribed by SFAS No. 144 and had no net realizable value, and recorded an asset impairment loss from continuing operations for this amount. The Bank also accrued approximately $96,000 relating to the estimated cost of closing the Ferndale branch, which were included in other operating expenses for 2000 (see Note 13).

F-16


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Short-term borrowings

    Short-term borrowings are as follows:
                         
    2002     2001     2000  
   
   
   
 
Notes payable — U.S. Treasury
  $ 837,074     $ 882,408     $ 487,978  
 
 
   
   
 

    Notes payable to the U.S. Treasury represents Federal treasury tax and loan deposits accepted by the Bank from its customers to be remitted on demand to the Federal Reserve Bank. The Bank pays interest on these balances at a slight discount to the Federal funds rate. The note payable is secured by investment securities with an amortized cost of approximately $999,000, $998,000, and $997,000 at December 31, 2002, 2001, and 2000, respectively.

    The Bank owned 7,032 shares of common stock of the FHLB at December 31, 2002. The Bank is required to maintain an investment of .3% of total assets, adjusted annually. This investment was a condition for obtaining a variable rate credit facility with the FHLB. The credit available under this facility is determined at 12% of the Bank’s total assets, or approximately $33,400,000 at December 31, 2002. Long-term advances totaled $7,000,000 under this credit arrangement at December 31, 2002 (see Note 7). This credit facility is secured by a floating lien on the Bank’s residential mortgage loan portfolio and by investment securities with amortized cost of approximately $0, $250,000, and 250,000 at December 31, 2002, 2001, and 2000, respectively. Average short-term borrowings under this facility approximated $233,000 and $640,000 during 2002 and 2000, respectively, with no short-term borrowings in 2001.

    The Bank also has available $5,000,000 in a short-term credit facility, secured by Federal funds sold, from another bank for short term liquidity needs, if necessary. No outstanding borrowings existed under this credit arrangement at December 31, 2002, 2001, and 2000.

Note 7. Long-term Borrowings

    Long-term borrowings are as follows:
                         
    2002     2001     2000  
   
   
   
 
Federal Home Loan Bank of Atlanta, convertible advance
  $ 7,000,000     $ 7,000,000     $ 7,000,000  
Mortgage payable-individual, interest at 7%, payments of $3,483, including principal and interest, due monthly through October 2010, secured by real estate
    251,489       274,791       296,523  
 
 
   
   
 
 
  $ 7,251,489     $ 7,274,791     $ 7,296,523  
 
 
   
   
 

    The Federal Home Loan Bank of Atlanta convertible advance has a final maturity of September 2010 and an interest rate of 5.84%, payable quarterly, which is fixed through September 2003. At that time, the Federal Home Loan Bank of Atlanta has the option of converting the rate to a three-month LIBOR; however, if converted, the borrowing can be repaid without penalty. The proceeds of the convertible advance were used to purchase higher yielding investment securities.

F-17


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7. Long-term Borrowings (continued)

    At December 31, 2002, the scheduled maturities of long-term borrowings are approximately as follows:
         
    2002  
   
 
2003
  $ 25,000  
2004
    27,000  
2005
    29,000  
2006
    31,000  
2007
    33,000  
2008 and thereafter
    7,106,000  
 
 
 
 
  $ 7,251,000  
 
 
 

Note 8. Deposits

    Major classifications of interest-bearing deposits are as follows:
                         
    2002     2001     2000  
   
   
   
 
NOW and SuperNOW
  $ 24,071,173     $ 22,395,703     $ 19,644,885  
Money Market
    19,889,727       20,626,249       16,766,390  
Savings
    47,616,167       42,344,960       40,687,639  
Certificates of Deposit, $100,000 or more
    17,698,559       17,635,466       11,995,756  
Other time deposits
    73,082,004       70,619,232       63,911,176  
 
 
   
   
 
 
  $ 182,357,630     $ 173,621,610     $ 153,005,846  
 
 
   
   
 

    Interest expense on deposits is as follows:
                         
    2002     2001     2000  
   
   
   
 
NOW and SuperNOW
  $ 64,644     $ 136,590     $ 217,558  
Money Market
    186,059       356,798       449,850  
Savings
    431,320       613,088       961,028  
Certificates of Deposit, $100,000 or more
    684,691       750,434       557,693  
Other time deposits
    2,846,112       3,670,700       3,376,299  
 
 
   
   
 
 
  $ 4,212,826     $ 5,527,610     $ 5,562,428  
 
 
   
   
 

    At December 31, 2002, the scheduled maturities of time deposits are approximately as follows:
         
    2002  
   
 
2003
  $ 52,744,000  
2004
    16,840,000  
2005
    5,625,000  
2006
    4,397,000  
2007
    9,007,000  
2008 and thereafter
    2,168,000  
 
 
 
 
  $ 90,781,000  
 
 
 

F-18


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Deposits (continued)

    Deposit balances of executive officers and directors and their affiliated interests totaled approximately $1,058,000, $526,000, and $734,000 at December 31, 2002, 2001, and 2000, respectively.
 
    The Bank had no brokered deposits at December 31, 2002, 2001, and 2000.

Note 9. Income Taxes

    The components of income tax expense for the years ended December 31, 2002, 2001, and 2000 are as follows:
                         
    2002     2001     2000  
   
   
   
 
Current:
                     
 
Federal
$ 739,995     $ 594,160     $ 1,271,219  
 
State
  66,182       95,070       240,567  
 
 
   
   
 
 
    Total current
  806,177       689,230       1,511,786  
 
 
   
   
 
Deferred income taxes (benefits):
                     
 
Federal
  229,215       (70,871 )     51,660  
 
State
  49,553       (30,820 )     (125,385 )
 
 
   
   
 
 
    Total deferred
  278,768       (101,691 )     (73,725 )
 
 
   
   
 
 
        Income tax expense
$ 1,084,945     $ 587,539     $ 1,438,061  
 
 
   
   
 

    A reconciliation of income tax expense computed at the statutory rate of 34% to the actual income tax expense for the years ended December 31, 2002, 2001, and 2000 is as follows:
                         
    2002     2001     2000  
   
   
   
 
Income before income taxes
$ 3,896,028     $ 2,312,775     $ 3,712,927  
 
 
   
   
 
Taxes computed at Federal income tax rate
$ 1,324,650     $ 786,344     $ 1,262,395  
Federal excise tax on pension plan termination and settlement
              238,636  
Increase (decrease) resulting from:
                   
 
Tax-exempt income
  (408,130 )     (248,386 )     (49,261 )
 
State income taxes, net of Federal income tax benefit
  108,518       42,405       76,021  
 
AMT credits
              (87,421 )
 
Other
  59,907       7,176       (2,309 )
 
 
   
   
 
 
        Income tax expense
$ 1,084,945     $ 587,539     $ 1,438,061  
 
 
   
   
 

F-19


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Income Taxes (continued)

    Sources of deferred income taxes and the tax effects of each for the years ended December 31, 2002, 2001, and 2000 are as follows:
                           
      2002   2001   2000
     
 
 
Depreciation
  $ (33,128 )   $ (52,012 )   $ (46,174 )
Securities discount accretion
    5,379       8,109       7,066  
Provision for credit losses
    (3,549 )     52,185       (18,725 )
Deferred compensation and pension benefit plans
    310,066       (89,370 )     (646,776 )
Charitable contributions
                29,372  
Write-downs on other real estate owned
          (22,912 )     (9,462 )
Alternative minimum tax credits
          60,239       610,974  
Reserve for unfunded commitments
          (57,930 )      
 
   
     
     
 
 
Deferred income tax expense (benefit)
  $ 278,768     $ (101,691 )   $ (73,725 )
 
   
     
     
 

    The components of the net deferred income tax benefits as of December 31, 2002, 2001, and 2000 are as follows:
                             
        2002   2001   2000
       
 
 
Deferred income tax benefits:
                       
 
Allowance for credit losses
  $     $       2,986  
 
Deferred compensation and benefit plans
    105,359       415,425       326,055  
 
Other real estate owned
    32,375       32,375       9,462  
 
Alternative minimum tax credits
                60,239  
 
Net unrealized depreciation on investment securities available for sale
          102,573        
 
Reserve for unfunded commitments
    57,930       57,930        
 
 
   
     
     
 
   
Total deferred income tax benefits
    195,664       608,303       398,742  
 
 
   
     
     
 
Deferred income tax liabilities:
                       
 
Accumulated depreciation
    61,016       94,144       146,156  
 
Allowance for credit losses
    45,650       49,199        
 
Securities discount accretion
    42,972       37,593       29,483  
 
Net unrealized appreciation on investment securities available for sale
    961,340             96,170  
 
 
   
     
     
 
   
Total deferred income tax liabilities
    1,110,978       180,936       271,809  
 
 
   
     
     
 
   
Net deferred income tax (liabilities) benefits
  $ (915,314 )   $ 427,367     $ 126,933  
 
 
   
     
     
 

    Management has determined that no valuation allowance is required as it is more likely than not that the net deferred income tax benefits will be fully realizable in future years.

F-20


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Pension and Profit Sharing Plans

    The Bank had a defined benefit pension plan covering substantially all of its employees. Benefits were based on the employee’s average rate of earnings for the five consecutive years before retirement. The Bank’s funding policy was to contribute annually an amount between the minimum and maximum actuarially determined contribution, using the frozen entry age actuarial cost method. Assets of the plan were held in a trust fund principally comprised of growth and income mutual funds managed by another bank.
 
    The Bank officially terminated the plan in December 1999 and received IRS approval for plan termination in February 2000. The Bank settled all accrued benefits under the plan in October 2000. The Bank established a money purchase pension plan as a replacement plan. Upon termination of the pension plan, all participants became 100% vested. All accrued benefits under the terminated and settled pension plan were provided to participants through the purchase of annuities, or, in the case of actively employed participants, at their option, in the form of a lump sum rollover to the new defined contribution money purchase pension plan.
 
    As a result of the termination of the defined benefit plan in 1999, the Bank had recognized a curtailment gain of $1,311,997, included in other income. The Bank also accrued a 25% safe harbor contribution of $328,000, included in employee benefit expense, and excise taxes of $196,800, payable on curtailment gains recognized, included in Federal and state income tax expense.
 
    As a result of the settlement of the defined benefit plan in October 2000, the Bank recognized a settlement gain of $1,600,126, included in other income. The Bank also accrued a 25% safe harbor contribution of $397,728, included in employee benefit expense, and excise taxes of $238,636, payable on settlement gains recognized, included in Federal and state income tax expense.
 
    The following table sets forth the financial status of the pension plan at December 31, 2000:
           
      2000
     
Projected benefit obligation at January 1,
  $ 4,791,364  
 
Actual benefit payments
    (4,710,262 )
 
Other adjustments
    (81,102 )
 
   
 
Projected benefit obligation at December 31,
  $  
 
   
 
Plan assets at January 1,
  $ 7,045,921  
 
Actual distributions
    (7,622,385 )
 
Actual returns
    576,464  
 
   
 
Plan assets at December 31,
  $  
 
   
 
Net pension expense includes the following:
       
 
Actual return on assets
  $ (576,464 )
 
Net amortization and deferral
    874,288  
 
   
 
Net pension expense
  $ 297,824  
 
   
 

F-21


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Pension and Profit Sharing Plans (continued)

    The Bank has a money purchase pension plan, which provides for annual employer contributions based on employee compensation, and covers substantially all employees. Contributions under this plan, made from the safe harbor accrual, totaled $188,470, $175,794, and $156,988 for the years ended December 31, 2002, 2001 and 2000, respectively. The Bank is also making additional contributions under this plan to certain employees whose retirement funds were negatively affected by the termination of the defined benefit pension plan. These additional contributions, included in employee benefit expense, totaled $103,476 and $149,045 for the years ended December 31, 2002 and 2001, respectively. The Bank made no additional contributions for the year ended December 31, 2000. As of December 31, 2002, the Bank has accrued approximately $477,000 relating to the remaining safe harbor contributions and the additional contributions to negatively affected employees.
 
    The Bank also has a defined contribution retirement plan qualifying under Section 401(k) of the Internal Revenue Code that is funded through a profit sharing agreement and voluntary employee contributions. The plan provides for discretionary employer matching contributions to be determined annually by the Board of Directors. The plan covers substantially all employees. The Bank’s contributions to the plan, included in employee benefit expense, totaled $359,914, $242,997, and $230,971 for the years ended December 31, 2002, 2001, and 2000, respectively.

Note 11. Post-Retirement Health Care Benefits

    The Bank provides health care benefits to employees who retire at age 65 with five years of full time service immediately prior to retirement and two years of participation in the medical benefits plan. In 2001, the Bank amended the plan to include the current Board of Directors and their spouses and the spouses of current retirees. In the first quarter of 2002, the Bank again amended the plan so that all post-retirement healthcare benefits currently provided by the Bank to the above qualified participants will terminate on December 31, 2006. This amendment to the plan resulted in a net curtailment gain of approximately $764,000 in the year ended December 31, 2002. The plan was funded only by the Bank’s monthly payments of insurance premiums due, which totaled $59,316, $42,312, and $24,216 for the years ended December 31, 2002, 2001, and 2000, respectively.
 
    The following table sets forth the financial status of the plan at December 31, 2002, 2001, and 2000:
                           
      2002   2001   2000
     
 
 
Accumulated post-retirement benefit obligation:
                       
 
Retirees
  $ 269,955     $ 503,823     $ 299,422  
 
Other active participants, fully eligible
          79,954        
 
Other active participants, not fully eligible
          1,023,038       659,531  
 
 
   
     
     
 
 
    269,955       1,606,815       958,953  
Unrecognized net gain
    2,857       31,712       250,074  
Unrecognized transition obligation
          (434,186 )     (467,585 )
Unrecognized past service (cost) savings
          (128,666 )     102,822  
 
 
   
     
     
 
Accrued post-retirement benefit cost
  $ 272,812     $ 1,075,675     $ 844,264  
 
 
   
     
     
 

F-22


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Post-Retirement Health Care Benefits (continued)

    Net post-retirement benefit expense for the years ended December 31, 2002, 2001, and 2000 includes the following:
                         
Service cost
  $     $ 135,368     $ 73,360  
Interest cost
    20,096       100,651       60,006  
Amortization of unrecognized transition obligation
          33,399       33,399  
Amortization of net gain
                (6,879 )
Amortization of past service cost (savings)
          4,304       (6,924 )
 
   
     
     
 
Net post-retirement benefit expense
  $ 20,096     $ 273,722     $ 152,962  
 
   
     
     
 

    Assumptions used in the accounting for net post-retirement benefit expense were as follows:
                         
    2002   2001   2000
   
 
 
Health care cost trend rate
    5.0 %     5.0 %     5.0 %
Discount rate
    6.5 %     6.5 %     6.5 %

    If the assumed health care cost trend rate were increased to 6% for 2002, 2001, and 2000, the total of the service and interest cost components of net periodic post-retirement health care benefit cost would increase by $369, $46,848, and $28,474 for the years ended December 31, 2002, 2001, and 2000, respectively, and the accumulated post-retirement benefit obligation would increase to $20,465, $320,570, and $181,436 as of December 31, 2002, 2001, and 2000, respectively.

Note 12. Other Benefit Plans

    During the fourth quarter of 2002, the Bank purchased life insurance contracts on most of the officers and is the sole owner and primary beneficiary of the policies. The Bank is in the process of assigning a portion of each policies benefit to the insured officer in accordance with the Bank Owned Life Insurance (BOLI) program. Income from these contracts will be used to offset or recover the costs associated with employee benefit plans. Cash value totaled $5,024,964 at December 31, 2002 and is included in other assets.
 
    In March 1998, the Bank established and funded a grantor trust for $1,500,000 as part of a change in control severance plan covering substantially all employees. Participants in the plan are entitled to cash severance benefits upon termination of employment, for any reason other than just cause, should a “change in control” of the Company occur.
 
    Subsequent to the repurchase of the Company’s common stock under a “Redemption Agreement” and entering into a standstill agreement (see Note 15), and effective as of December 31, 1998, all assets held by this trust were returned to the Bank; however, the trust continues to exist on an unfunded status. In August 2001, the Board of Directors approved certain amendments and revisions to the plan to reflect changes at the Bank since inception of the plan.

F-23


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Other Operating Expenses

    Other operating expenses include the following:
                         
    2002   2001   2000
   
 
 
Professional services
  $ 533,194     $ 605,952       $642,609  
Stationery, printing and supplies
    226,127       260,863       224,453  
Postage and delivery
    256,080       262,759       269,710  
FDIC assessment
    38,015       37,696       67,393  
Directors fees and expenses
    142,762       128,101       114,442  
Marketing
    212,470       244,838       251,113  
Data processing
    144,580       154,980       231,097  
Correspondent bank services
    76,508       74,533       95,245  
Telephone
    142,703       138,220       100,026  
Liability insurance
    116,121       93,608       98,446  
Losses and expenses on real estate owned (OREO)
    7,157       73,455       58,334  
Asset impairment losses on branch closures and related exit expenses (see Note 5)
    141,647             280,460  
Provision for losses on unfunded credit related commitments with off-balance sheet risk
          150,000        
Other
    695,857       787,400       608,843  
 
   
     
     
 
 
  $ 2,733,221     $ 3,012,405     $ 3,042,171  
 
   
     
     
 

Note 14. Litigation Charges

    In 2001, the Company incurred losses of $70,000 relating to the settlement of a legal claim involving alleged conversion of funds of a certificate of deposit. These nonrecurring charges were included in other expenses for 2001.

Note 15. Repurchase and Retirement of Company Common Stock

    During 1998, the Company was pursued by another competing financial institution (the institution) in a hostile take-over attempt. In November 1998, the Company reached an agreement with the institution to repurchase 213,168 shares of its common stock, or approximately 19.5% of its then outstanding shares, for an aggregate purchase price of $5,580,764. In conjunction with the redemption agreement, the Company and the institution also entered into a standstill agreement through November 2008. Under the standstill agreement, the Company will make payments over five years totaling $675,510 beginning with a payment of $150,000 in January 1999 and four subsequent annual payments of $131,378.
 
    During each of the years ended December 31, 2002, 2001, and 2000, the Company made payments totaling $131,378 relating to the standstill agreement. These payments are included in other expenses.

Note 16. Commitments and Contingencies

    Financial instruments:
 
    The Bank is a party to financial instruments in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated financial statements.

F-24


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16. Commitments and Contingencies (continued)

    Outstanding loan commitments, unused lines of credit and letters of credit are as follows:
                           
      2002   2001   2000
     
 
 
Loan commitments:
                       
 
Construction and land development
  $ 357,000     $ 250,000     $ 450,000  
 
Other mortgage loans
    3,422,912       5,456,022       79,000  
 
 
   
     
     
 
 
  $ 3,779,912     $ 5,706,022     $ 529,000  
 
 
   
     
     
 
Unused lines of credit:
                       
 
Home-equity lines
  $ 4,288,833     $ 3,775,941     $ 3,417,102  
 
Commercial lines
    9,272,579       7,272,045       7,615,035  
 
Unsecured consumer lines
    841,400       862,555       908,600  
 
 
   
     
     
 
 
  $ 14,402,812     $ 11,910,541     $ 11,940,737  
 
 
   
     
     
 
Letters of credit:
  $ 891,549     $ 1,257,361     $ 1,237,878  
 
 
   
     
     
 

    Loan commitments and lines of credit are agreements to lend to customers as long as there is no violation of any conditions of the contracts. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Many of the loan commitments and lines of credit are expected to expire without being drawn upon; accordingly, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral or other security obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include deposits held in financial institutions, U.S. Treasury securities, other marketable securities, accounts receivable, inventory, property and equipment, personal residences, income-producing commercial properties, and land under development. Personal guarantees are also obtained to provide added security for certain commitments.
 
    Letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to guarantee the installation of real property improvements and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral and obtains personal guarantees supporting those commitments for which collateral or other securities is deemed necessary.
 
    The Bank’s exposure to credit loss in the event of nonperformance by the customer is the contractual amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including collateral, as outstanding loans. As of December 31, 2002, the Bank accrued $150,000 for unfunded commitments related to these financial instruments with off balance sheet risk, which is included in other liabilities.

F-25


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17. Guaranteed Preferred Beneficial Interest in Junior Subordinated Debentures

    On September 7, 2000, Glen Burnie Statutory Trust I, a Connecticut business trust newly formed, funded, and wholly owned by the Company, issued $5,155,000 of capital securities at 10.6% to institutional investors. The proceeds were upstreamed to the Company as junior subordinated debt under the same terms and conditions. The Company has, through various contractual arrangements, fully and unconditionally guaranteed all of Statutory Trust I’s obligations with respect to the capital securities. These capital securities qualify as Tier I capital and are presented in the Consolidated Balance Sheets as “Guaranteed Preferred Beneficial Interests in Glen Burnie Bancorp’s Junior Subordinated Debentures.” The sole asset of the Statutory Trust I is $5,155,000 of junior subordinated debentures issued by the Company. These junior subordinated debentures carry an interest rate of 10.6%, payable semi-annually, with a non call provision over the first 10 year period, and a declining 10 year premium call thereafter. Both the capital securities Statutory Trust I and the junior subordinated debentures are scheduled to mature on September 7, 2030, unless called by the Company not earlier than September 7, 2010.
 
    Cost associated with the issuance of the trust preferred securities totaling $150,000 were capitalized and are being amortized through 2030. At December 31, 2002, 2001, and 2000, the unamortized balance totaled $140,000, $145,000, and $150,000, respectively, and was included in other assets.

Note 18. Stockholders’ Equity

    Restrictions on dividends:
 
    Banking regulations limit the amount of dividends that may be paid without prior approval of the Bank’s regulatory agencies. Regulatory approval is required to pay dividends that exceed the Bank’s net profits for the current year plus its retained net profits for the preceding two years. Retained earnings from which dividends may not be paid without prior approval totaled approximately $3,462,000, $2,469,000, and $2,694,000 at December 31, 2002, 2001, and 2000, respectively, based on the earnings restrictions and minimum capital ratio requirements noted below.
 
    Stock repurchase program:
 
    In December 2000, the Company instituted a Stock Repurchase Program. Under the program, the Company may spend up to $250,000 to repurchase its outstanding stock. The repurchases may be made from time to time at a price not to exceed $10.667 per share. During 2001, the Company repurchased 15,000 shares at an average price of $9.917 (adjusted for stock splits and stock dividends). This program was terminated by the Company in December 2001.
 
    Employee stock purchase benefit plans:
 
    The Company has a stock-based compensation plan, which is described below. The Bank applies Accounting Principles Board Opinion (“APB”) No. 25 and related Interpretations in accounting for this plan. Net compensation cost (benefit) of $38,405, $0, and ($10,889) have been recognized in the accompanying consolidated financial statements in 2002, 2001, and 2000, respectively. If compensation cost for the Company’s stock-based compensation plan had been determined based on the fair value at the grant date for awards under this plan consistent with the methods outlined in SFAS No. 123 Accounting for Stock-Based Compensation, there would be no material change in reported net income.

F-26


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Stockholders’ Equity (continued)

    Employees who have completed one year of service are eligible to participate in the employee stock purchase plan. The number of shares of common stock granted under options will bear a uniform relationship to compensation. The plan allows employees to buy stock under options granted at the lesser of 85% of the fair market value of the stock on the date of grant or exercise. Options granted will expire no later than 27 months from the grant date or upon termination of employment. Activity under this plan is as follows:
                 
            Grant
    Shares   Price
   
 
Outstanding December 31, 1999
    5,616     $ 10.978  
Expired
    (5,616 )   $ 10.978  
 
   
         
Outstanding December 31, 2000
             
Outstanding December 31, 2001
             
Granted on May 17, 2002, expiring August 13, 2003
    7,765     $ 13.77  
Exercised
    (3,065 )        
Expired
    (145 )   $ 13.77  
 
   
         
Outstanding December 31, 2002
    4,555          
 
   
         

    At December 31, 2002 shares of common stock reserved for issuance under the plan totaled 38,497.
 
    The Board of Directors may suspend or discontinue the plan at its discretion.
 
    Dividend reinvestment and stock purchase plan:
 
    The Company’s dividend reinvestment and stock purchase plan allows all participating stockholders the opportunity to receive additional shares of common stock in lieu of cash dividends at 95% of the fair market value on the dividend payment date.
 
    During 2002, 2001, and 2000, shares of common stock purchased under the plan totaled 10,548, 12,314, and 13,894, respectively. At December 31, 2002, shares of common stock reserved for issuance under the plan totaled 143,691.
 
    The Board of Directors may suspend or discontinue the plan at its discretion.

F-27


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Stockholders’ Equity (continued)

    Stockholder purchase plan:
 
    The Company’s stockholder purchase plan allows participating stockholders an option to purchase newly issued shares of common stock. The Board of Directors shall determine the number of shares that may be purchased pursuant to options. Options granted will expire no later than three months from the grant date. Each option will entitle the stockholder to purchase one share of common stock, and will be granted in proportion to stockholder share holdings. At the discretion of the Board of Directors, stockholders may be given the opportunity to purchase unsubscribed shares.
                 
            Grant
    Shares   Price
   
 
Outstanding December 31, 1999
             
Granted on January 24, 2000, expiring March 24, 2000
    75,000     $ 12.533  
Exercised
    (2,307 )        
Expired
    (72,693 )   $ 12.533  
 
   
         
Granted on March 21, 2000, expiring June 23, 2000
    75,000     $ 12.533  
Exercised
    (1,682 )        
Expired
    (73,318 )   $ 12.533  
 
   
         
Outstanding December 31, 2000
             
Outstanding December 31, 2001
             
Outstanding December 31, 2002
             
 
   
         

    At December 31, 2002, shares of common stock reserved for issuance under the plan totaled 181,666.

The Board of Directors may suspend or discontinue the plan at its discretion.
 
    Under all three plans, options granted, exercised, and expired, shares issued and reserved, and grant prices have been restated for the effects of any stock dividends or stock splits.
 
    Regulatory capital requirements:
 
    The Company and Bank are subject to various regulatory capital requirements administered by Federal and State banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. The Company and Bank must meet specific capital guidelines that involve quantitative measures of their respective assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting principles. The Company’s and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
 
    Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to maintain minimum amounts and ratios (as defined in the regulations) of total and Tier I capital to risk-weighted assets and of Tier I capital to average assets. Management believes, as of December 31, 2002, 2001, and 2000, that both the Company and Bank meet all capital adequacy requirements to which they are subject.

F-28


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Stockholders’ Equity (continued)

    As of December 31, 2002, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios. There have been no conditions or events since that notification that management believes have changed the Bank’s category.
 
    A comparison of capital as of December 31, 2002, 2001, and 2000 with minimum requirements is approximately as follows:
                                                     
                                        To Be Well Capitalized
                        For Capital   Under Prompt Corrective
        Actual   Adequacy Purposes   Action Provisions
        Amount   Ratio   Amount   Ratio   Amount   Ratio
       
 
 
 
 
 
As of December 31, 2002
                                               
 
Total Capital
                                               
   
(to Risk Weighted Assets)
                                               
   
Company
  $ 27,523,000       15.3 %   $ 14,410,000       8.0 %     N/A          
   
Bank
    26,949,000       15.0 %     14,363,000       8.0 %   $ 17,954,000       10.0 %
 
Tier I Capital
                                               
   
(to Risk Weighted Assets)
                                               
   
Company
    25,266,000       14.0 %     7,209,000       4.0 %     N/A          
   
Bank
    24,699,000       13.8 %     7,185,000       4.0 %     10,778,000       6.0 %
 
Tier I Capital
                                               
   
(to Average Assets)
                                               
   
Company
    25,266,000       9.1 %     11,143,000       4.0 %     N/A          
   
Bank
    24,699,000       8.9 %     11,126,000       4.0 %     13,907,000       5.0 %
As of December 31, 2001
                                               
 
Total Capital
                                               
   
(to Risk Weighted Assets)
                                               
   
Company
  $ 25,254,000       13.9 %   $ 14,514,000       8.0 %     N/A          
   
Bank
    24,361,000       13.5 %     14,458,000       8.0 %     $18,072,000       10.0 %
 
Tier I Capital
                                               
   
(to Risk Weighted Assets)
                                               
   
Company
    22,976,000       12.7 %     7,254,000       4.0 %     N/A          
   
Bank
    22,092,000       12.2 %     7,226,000       4.0 %     10,838,000       6.0 %
 
Tier I Capital
                                               
   
(to Average Assets)
                                               
   
Company
    22,976,000       8.8 %     10,456,000       4.0 %     N/A          
   
Bank
    22,092,000       8.5 %     10,421,000       4.0 %     13,026,000       5.0 %

F-29


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18. Stockholders’ Equity (continued)

                                                     
                                        To Be Well Capitalized
                        For Capital   Under Prompt Corrective
        Actual   Adequacy Purposes   Action Provisions
        Amount   Ratio   Amount   Ratio   Amount   Ratio
       
 
 
 
 
 
As of December 31, 2000
                                               
 
Total Capital
                                               
   
(to Risk Weighted Assets)
                                               
   
Company
  $ 24,092,000       14.0 %   $ 13,772,000       8.0 %     N/A          
   
Bank
    23,655,000       13.7 %     13,863,000       8.0 %   $ 17,328,000       10.0 %
 
Tier I Capital
                                               
   
(to Risk Weighted Assets)
                                               
   
Company
    21,925,000       12.7 %     6,886,000       4.0 %     N/A          
   
Bank
    21,474,000       12.4 %     6,932,000       4.0 %     10,397,000       6.0 %
 
Tier I Capital
                                               
   
(to Average Assets)
                                               
   
Company
    21,925,000       9.3 %     9,424,000       4.0 %     N/A          
   
Bank
    21,474,000       9.1 %     9,424,000       4.0 %     11,780,000       5.0 %

Note 19. Earnings Per Common Share

    Earnings per common share are calculated as follows:
                           
      2002   2001   2000
     
 
 
Basic:
                       
 
Net income
  $ 2,811,083     $ 1,725,236     $ 2,274,866  
 
Weighted average common shares outstanding
    1,668,335       1,656,904       1,652,001  
 
Basic net income per share
  $ 1.68     $ 1.04     $ 1.38  
Diluted:
                       
 
Net income
  $ 2,811,083                  
 
Weighted average common shares outstanding
    1,668,335                  
 
Dilutive effect of stock options
    2,820                  
 
   
                 
 
Average common shares outstanding - diluted
    1,671,155                  
 
Diluted net income per share
  $ 1.68                  

    Diluted earnings per share calculations were not required for 2001 and 2000 as there were no options outstanding at December 31, 2001 and 2000.

F-30


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 20. Fair Values of Financial Instruments

    In accordance with the disclosure requirements of SFAS No. 107, the estimated fair value and the related carrying values of the Company’s financial instruments are as follows:
                                                   
      2002   2001   2000
     


      Carrying   Fair   Carrying   Fair   Carrying   Fair
      Amount   Value   Amount   Value   Amount   Value
     





Financial assets:
                                               
 
Cash and due from banks
  $ 11,297,175     $ 11,297,175     $ 10,888,085     $ 10,888,085     $ 9,559,329     $ 9,559,329  
 
Interest-bearing deposits in other financial institutions
    41,335       41,335       1,879,444       1,879,444       50,947       50,947  
 
Federal funds sold
    4,403,578       4,403,578       5,453,299       5,453,299       5,898,863       5,898,863  
 
Certificates of deposit in other financial institutions
    100,000       100,000       100,000       100,000       100,000       100,000  
 
Investment securities available for sale
    84,657,682       84,657,682       55,547,998       55,547,998       21,308,961       21,308,961  
 
Investment securities held to maturity
    7,202,369       7,615,702       16,516,923       16,881,451       31,285,937       31,019,121  
 
Federal Home Loan Bank Stock
    703,200       703,200       652,300       652,300       652,300       652,300  
 
Common stock-Statutory Trust I
    155,000       155,000       155,000       155,000       155,000       155,000  
 
Ground rents
    249,900       249,900       249,900       249,900       249,900       249,900  
 
Loans, less allowance for credit losses
    158,286,746       158,290,000       164,569,252       164,570,000       162,373,731       162,525,000  
 
Accrued interest receivable
    1,547,511       1,547,511       1,527,018       1,527,018       1,681,219       1,681,219  
Financial liabilities:
                                               
 
Deposits
    241,419,607       241,420,000       229,306,718       231,692,000       205,968,337       205,969,000  
 
Short-term borrowings
    837,074       837,074       882,408       882,408       487,978       487,978  
 
Long-term borrowings
    7,251,489       7,251,489       7,274,791       7,274,791       7,296,523       7,296,523  
 
Dividends payable
    236,291       236,291       195,333       195,333       213,345       213,345  
 
Accrued interest payable
    111,398       111,398       155,174       155,174       195,166       195,166  
 
Accrued interest payable on junior subordinated debentures
    171,518       171,518       171,518       171,518       166,986       166,986  
 
Guaranteed preferred beneficial interests in Glen Burnie Bancorp junior subordinated debentures
    5,155,000       5,155,000       5,155,000       5,155,000       5,155,000       5,155,000  
Unrecognized financial instruments
                                               
 
Commitments to extend credit
    18,182,724       18,182,724       17,616,563       17,466,563       12,469,737       12,364,095  
 
Standby letters of credit
    891,549       891,549       1,257,361       1,257,361       1,237,878       1,237,878  

    For purposes of the disclosures of estimated fair value, the following assumptions were used.
 
    Loans:
 
    The estimated fair value for loans is determined by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
 
    Investment securities:
 
    Estimated fair values are based on quoted market prices.

F-31


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 20. Fair Values of Financial Instruments (continued)

    Deposits:
 
    The estimated fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings, NOW accounts and money market accounts, is equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The fair value of certificates of deposit is based on the rates currently offered for deposits of similar maturities. The fair value estimates do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market.
 
    Other assets and liabilities:
 
    The estimated fair values for cash and due from banks, interest-bearing deposits in other financial institutions, Federal funds sold, accrued interest receivable and payable, and short-term borrowings are considered to approximate cost because of their short-term nature.
 
    Other assets and liabilities of the Bank that are not defined as financial instruments are not included in the above disclosures, such as property and equipment. In addition, non-financial instruments typically not recognized in the financial statements nevertheless may have value but are not included in the above disclosures. These include, among other items, the estimated earnings power of core deposit accounts, the trained work force, customer goodwill, and similar items.

Note 21. Recently Issued Accounting Pronouncements

    In June 2002, the FASB issued statements of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities, (“SFAS 146”). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring.) This statement changes the current practice of accounting for these transactions by changing the timing of the recognition of exit or disposal costs and generally requires such costs to be recognized when the liability is incurred rather than on the date the entity commits to a plan of exit or disposal. It also requires such liabilities to be measured at fair value.
 
    The provisions of SFAS 146 are effective for exit or disposal activities initiated after December 31, 2002. In management’s opinion, the Company and the Bank are currently in compliance with all applicable provisions of this pronouncement (See Note 5).
 
    In October 2002, the FASB issued statements of Financial Accounting Standards No. 147, Acquisitions of Certain Financial Institutions, an amendment of FASB Statement No. 72 and 144 and FASB Interpretation No. 9 (“SFAS 147”). This statement addresses the financial accounting and reporting for the acquisition of all or part of a financial institution, except for a transaction between two or more mutual enterprises. This statement removes acquisitions of financial institutions, other than transactions between two or more mutual enterprises, from the scope of FASB no. 72, Accounting for Certain Acquisitions of Banking or Thrift Institutions, and FASB interpretation No. 9, Applying APB Opinions No. 16 and 17, When a Savings and Loan Association or a Similar Institution Is Acquired in a Business Combination Accounting for by the Purchase Method. This statement also provides guidance on the accounting for the impairment or disposal of acquired long-term customer-relationship intangible assets (such as depositor and borrower- relationship intangible assets and credit cardholder intangible assets), including those acquired in transactions between two or more mutual enterprises.
 
    The provisions in paragraph 5 of SFAS 147 are effective for acquisitions on or after October 1, 2002. The provisions in paragraph 6 shall be effective on October 1, 2002. Transition provisions for previously recognized identified intangible assets in paragraphs 8-14 are effective on October 1, 2002, with earlier application permitted. In management’s opinion, the Company and Bank are currently in compliance with all applicable provisions of this pronouncement.

F-32


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21. Recently Issued Accounting Pronouncements (continued)

    In December 2002, the FASB issued Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, (“SFAS 148”). This statement amends FASB No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transaction for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure about the effects on reported net income of an entity’s accounting policy decisions with respect to stock based employee compensation. Finally, this statement amends APB Opinion No. 28, Interim Financial Reporting, to require disclosure about effects in interim financial information.
 
    The amendments to SFAS 123 in paragraph 2(a) – 2 (e) of this statement shall be effective for financial statements for fiscal years ending after December 15, 2002. The amendments to SFAS 123 in paragraph 2 (f) of this statement and the amendment to APB 28 in paragraph 3 shall be effective for financial reports continuing condensed financial statements for interim periods beginning after December 15, 2002. Management is currently considering the impact of the change to the fair value based method of accounting for stock-based employee compensation in the 2003 financial statements. In management’s opinion, the Company and Bank are in compliance with all applicable disclosure provisions of this pronouncement.

F-33


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22. Parent Company Financial Information

    The Balance Sheets, Statements of Income, and Statements of Cash Flows for Glen Burnie Bancorp (Parent Only) are presented below:
                             
Balance Sheets

December 31,   2002   2001   2000

 
 
 
Assets
 
Cash
  $ 397,118     $ 512,981     $ 110,768  
Investment in The Bank of Glen Burnie
    26,376,359       22,133,607       22,013,186  
Investment in GBB Properties, Inc.
    251,012       244,920       238,645  
Investment in the Glen Burnie Statutory Trust I
    155,000       155,000       155,000  
Due from subsidiaries
    34,484       104,384       198,479  
Other assets
    141,361       232,544       150,000  
 
   
     
     
 
   
Total assets
  $ 27,355,334     $ 23,383,436     $ 22,866,078  
 
   
     
     
 
 
Liabilities and Stockholders’ Equity
 
Dividends payable
  $ 236,291     $ 195,333     $ 213,345  
Accrued interest payable on junior subordinated debentures
    171,518       171,518       166,986  
Due to subsidiary
                150,000  
Other liabilities
    3,139              
 
   
     
     
 
   
Total liabilities
    410,948       366,851       530,331  
 
   
     
     
 
Guaranteed preferred beneficial interests in Glen Burnie Bancorp junior subordinated debentures
    5,155,000       5,155,000       5,155,000  
 
   
     
     
 
Stockholders’ equity:
                       
 
Common stock
    1,677,173       1,663,560       1,110,049  
 
Surplus
    10,637,578       10,390,511       10,373,549  
 
Retained earnings
    7,946,747       5,970,537       5,544,305  
 
Accumulated other comprehensive income (loss), net of taxes (benefits)
    1,527,888       (163,023 )     152,844  
 
   
     
     
 
   
Total stockholders’ equity
    21,789,386       17,861,585       17,180,747  
 
   
     
     
 
   
Total liabilities and stockholders’ equity
  $ 27,355,334     $ 23,383,436     $ 22,866,078  
 
   
     
     
 

F-34


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22. Parent Company Financial Information (continued)

                           
Statements of Income

Years Ended December 31,   2002   2001   2000

 
 
 
Dividends and distributions from subsidiaries
  $ 720,000     $ 1,750,000     $ 475,000  
Other income
    16,430       16,430        
Standstill agreement expense
    (131,378 )     (131,378 )     (131,378 )
Interest expense on junior subordinated debentures
    (546,430 )     (550,962 )     (166,986 )
Other expenses
    (36,642 )     (42,156 )     (2,100 )
 
   
     
     
 
Income before income tax benefit and equity in undistributed net income of subsidiaries
    21,980       1,041,934       174,536  
Income tax benefit
    269,575       240,739       102,158  
Change in undistributed net income of subsidiaries
    2,519,528       442,563       1,998,172  
 
   
     
     
 
 
Net income
  $ 2,811,083     $ 1,725,236     $ 2,274,866  
 
   
     
     
 

F-35


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 22. Parent Company Financial Information (continued)

                             
Statements of Cash Flows

Years Ended December 31,   2002   2001   2000

 
 
 
Cash flows from operating activities:
                       
 
Net income
  $ 2,811,083     $ 1,725,236     $ 2,274,866  
 
Adjustments to reconcile net income to net cash provided by operating activities:
                       
   
Decrease (increase) in other assets
    91,183       (82,544 )     (150,000 )
   
Decrease (increase) in due from subsidiaries
    69,900       94,095       (102,158 )
   
(Decrease) increase in due to subsidiaries
          (150,000 )     150,000  
   
Increase in accrued interest payable
          4,532       166,986  
   
Increase in other liabilities
    3,139              
   
Change in undistributed net income of subsidiaries
    (2,519,528 )     (442,563 )     (1,998,172 )
 
 
   
     
     
 
 
Net cash provided by operating activities
    455,777       1,148,756       341,522  
 
 
   
     
     
 
Cash flows from investing activities:
                       
 
Purchase of common stock in the Glen Burnie Statutory Trust I
                (155,000 )
 
Capital contributed to subsidiary
                (5,000,000 )
 
 
   
     
     
 
 
Net cash used by investing activities
                (5,155,000 )
 
 
   
     
     
 
Cash flows from financing activities:
                       
 
Proceeds from dividend reinvestment plan
    180,070       168,026       201,755  
 
Issuance of guaranteed preferred beneficial interests in Glen Burnie Bancorp junior subordinated debentures
                5,155,000  
 
Proceeds from sales of common stock
    42,205             49,989  
 
Repurchase and retirement of common stock
          (148,750 )      
 
Dividends paid
    (793,915 )     (765,819 )     (667,053 )
 
 
   
     
     
 
 
Net cash (used) provided in financing activities
    (571,640 )     (746,543 )     4,739,691  
 
 
   
     
     
 
(Decrease) increase in cash
    (115,863 )     402,213       (73,787 )
Cash, beginning of year
    512,981       110,768       184,555  
 
 
   
     
     
 
Cash, end of year
  $ 397,118     $ 512,981     $ 110,768  
 
 
   
     
     
 

F-36


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 23. Quarterly Results of Operations (Unaudited)

    The following is a summary of the Consolidated unaudited quarterly results of operations:
                                 
2002

(Dollars in thousands,   Three months ended,
except per share amounts)   December 31   September 30   June 30   March 31

 
 
 
 
Interest income
  $ 4,021     $ 4,250     $ 4,178     $ 4,121  
Interest expense
    1,248       1,302       1,284       1,368  
Net interest income
    2,773       2,948       2,894       2,753  
Provision for credit losses
                       
Net securities gains
    5       42       2       4  
Income before income taxes
    775       918       762       1,441  
Net income
    545       691       587       988  
Net income per share (basic and diluted)
  $ 0.33     $ 0.41     $ 0.35     $ 0.59  
                                 
2001

(Dollars in thousands,   Three months ended,
except per share amounts)   December 31   September 30   June 30   March 31

 
 
 
 
Interest income
  $ 4,316     $ 4,297     $ 4,303     $ 4,291  
Interest expense
    1,564       1,627       1,598       1,744  
Net interest income
    2,752       2,670       2,705       2,547  
Provision for credit losses
    (150 )                  
Net securities gains
    89       137       29       18  
Income before income taxes (1)
    404       825       485       599  
Net income (1)
    330       586       377       432  
Net income per share (basic and diluted) (1)
  $ 0.20     $ 0.35     $ 0.23     $ 0.27  
                                 
2000

(Dollars in thousands,   Three months ended,
except per share amounts)   December 31   September 30   June 30   March 31

 
 
 
 
Interest income
  $ 4,415     $ 4,141     $ 4,318     $ 3,829  
Interest expense
    1,688       1,478       1,392       1,344  
Net interest income
    2,727       2,663       2,926       2,485  
Net securities losses
          (26 )            
Income before income taxes
    1,159       685       1,330       539  
Net income
    612       466       830       367  
Net income per share (basic and diluted)
  $ 0.70     $ 0.42     $ 0.66     $ 0.29  

    The sum of the quarters for each fiscal year presented may not equal the annual total amounts due to rounding.
 
    (1) Results have been restated to reflect a positive amendment to the post-retirement benefit plan, made during the first quarter 2001. Income before income taxes and net income for each quarter have been decreased by $58 and $35, respectively, as a result of this amendment. Net income per share (basic and diluted) has also been changed to reflect these restatements. Due to these restatements the first, second and third quarters of 2001 do not match the amounts reported in the Form 10-Q filed with the SEC.

F-37