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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, 2004 or

o 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 of incorporation or organization)
  
(I.R.S. Employer 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 o

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 2, 2005 was $35,005,523.

The number of shares of common stock outstanding as of March 2, 2005 was 2,041,028.

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 2005 Annual Meeting of Shareholders (to be filed).

GLEN BURNIE BANCORP
2004 ANNUAL REPORT ON FORM 10-K

Table of Contents
 
PART I
 
Item 1. Business
3
Item 2.  Properties 
17
Item 3. Legal Proceedings
17
Item 4. Submission of Matters to Vote of Security Holders Executive Officers of the Registrant
18
 
PART II
                     
Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
19
Item 6. Selected Financial Data
20
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations
21
Item 7A. Quantitative And Qualitative Disclosures About Market Risk
30
Item 8.  Financial Statements and Supplementary Data
30
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
30
Item 9A.  Controls and Procedures
30
Item 9B.  Other Information
30
 
PART III
 
Item 10.  Directors and Executive Officers of the Registrant
31
Item 11.  Executive Compensation
31
Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters
31
Item 13.  Certain Relationships and Related Transactions
31
Item 14.  Principal Accountant Fees and Services
31
 
PART IV
 
Item 15. Exhibits and Financial Statement Schedules
32
Signatures   
34
 
 

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. As of January 27, 2005, the Bank opened its eighth office in Linthicum, Maryland. The Bank also maintains two remote Automated Teller Machine ("ATM" ) locations in Ferndale 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.

Information on the Company and its subsidiary Bank may be obtained from the Company's website www.thebankofglenburnie.com. Copies of the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments thereto are available free of charge on the website as soon as they are filed with the SEC through a link to the SEC's EDGAR reporting system. Simply select the "Investor Relations" menu item, then click on the "All SEC Filings" or "Insider Transactions" link.
 
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 Company 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 2004, 2003, 2001, and 2000 fiscal years, while declining in 2002. In 2000, the increases were primarily due to the introduction of an indirect automobile lending program in 1998. In 2001, 2003, and 2004, the increases in loans were primarily due to increases in residential mortgages. The commercial mortgage portfolio continued to decline in 2003 as a result of softening loan demand and increased competition from large financial institutions. In contrast, the residential mortgage portfolio achieved steady increases over the past five years due to a strong housing market environment.
 
3

The following table provides information on the composition of the loan portfolio at the indicated dates.
 
   
At December 31,
 
   
2004
  
2003
  
2002
  
2001
  
2000
  
(Dollars in Thousands)
    $  
%
   $  
%
   $  
%
   $   
%
   $  
%
  
Mortgage:
                                          
Residential
  
$
71,039
    
38.27
%
$
64,471
    
36.62
%
$
49,572
    
30.67
%
$
44,293
    
26.32
%
$
36,187
    
21.74
%
Commercial
    
31,983
    
17.23
    
28,525
    
16.20
    
31,584
    
19.54
    
36,920
    
21.94
    
40,169
    
24.13
  
Construction and land development
    
2,080
    
1.12
    
3,112
    
1.77
    
2,338
    
1.45
    
2,355
    
1.40
    
5,257
    
3.16
  
                                                               
Consumer: 
                                                              
Installment
    
19,019
    
10.25
    
19,767
    
11.23
    
19,758
    
12.22
    
20,063
    
11.92
    
19,119
    
11.49
  
Credit card
    
180
    
.10
    
175
    
.10
    
228
    
.14
    
272
    
0.16
    
281
    
0.16
  
Indirect automobile
    
55,703
    
30.00
    
53,883
    
30.61
    
52,795
    
32.66
    
59,308
    
35.24
    
61,725
    
37.08
  
Commercial
    
5,618
   
3.03
    
6,113
   
3.47
    
5,374
    
3.32
    
5,083
    
3.02
    
3,726
    
2.24
  
Gross loans
    
185,622
    
100.00
%
  
176,046
    
100.00
%
  
161,649
    
100.00
%
  
168,294
    
100.00
%
  
166,464
    
100.00
%
Unearned income on loans
    
(919
)
  
   
(981
)
  
   
(847
)
  
   
(786
)
  
   
(705
)
      
Gross loans net of unearned income
    
184,703
    
   
175,065
    
   
160,802
    
   
167,508
    
   
165,759
        
Allowance for credit losses
    
(2,412
)
  
   
(2,246
)
  
   
(2,515
)
  
   
(2,939
)
  
   
(3,385
)
      
Loans, net
  
$
182,291
    
 
$
172,819
    
 
$
158,287
    
 
$
164,569
    
 
$
162,374
        
 
The following table sets forth the maturities for various categories of the loan portfolio at December 31, 2004. Demand loans and loans, which have no stated maturity, are treated as due in one year or less. At December 31, 2004, the Bank had $17,227,490 in loans due after one year with variable rates and $147,360,367 in such loans with fixed rates.

 
Due Within
One Year
 
Due Over One
To Five Years
 
Due Over
Five Years
 
Total
  
   
 (In Thousands)
  
Real Estate - mortgage:
  
 
              
Residential
  
$
8,043
  
$
3,215
  
$
59,781
  
$
71,039
  
Commercial
    
3,666
   
11,326
    
16,991
   
31,983
  
Construction and land development
    
--
    
1,007
    
1,073
    
2,080
  
Installment
    
2,344
    
13,298
    
3,377
    
19,019
  
Credit Card
    
180
    
--
    
--
    
180
  
Indirect automobile
    
1,163
    
51,784
    
2,756
    
55,703
  
Commercial
    
5,472
   
90
   
56
   
5,618
 
   
$
20,868
  
$
80,720
  
$
84,034
  
$
185,622
  

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. Substantially all of the Bank's real estate loans are secured by properties in 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.

4
 
Commercial Lending. The Bank's commercial loan portfolio consists of demand, installment and time loans for commercial purposes. The Bank's business demand, installment 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 installment loans require a monthly payment of principal and interest, and 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, 2004, approximately 76.1% of the installment loans in the Bank's portfolio (other than indirect automobile lending) had been originated for commercial purposes and 23.9% 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 66 months. For used vehicles, the age of the vehicle plus the term of the loan cannot exceed eight years. The Bank does not lend more than the invoice price on new vehicles. On used vehicles, the Bank 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 in the case a borrower's automobile insurance lapses. The Bank originates indirect loans through a network of approximately 40 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.

Other Loans. The Bank offers overdraft protection lines of credit, tied to checking accounts, 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 borrowers cost, 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 economic 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. In addition, dealerships are contractually obligated to indemnify the Bank for such losses for a limited period of time.

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 Bank's Senior Credit Officer to identify potential underperforming loans and other credit facilities, estimate loss exposure and to ascertain compliance with the Bank's policies. On a quarterly basis, the Bank's 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 any 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 aggregate lending authority granted by the Bank to any one Lending Officer is $750,000. A combination of approvals from certain officers may be used to lend up to an aggregate of $1,000,000. The Bank's Executive Committee is authorized to approve loans up to $2.0 million. Larger loans must be approved by the full Board of Directors.

5
 
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 allowance for possible loan losses. Under this authority, the Bank would have been permitted to lend up to $3.16 million to any one borrower at December 31, 2004. 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 $4.82 million to any one borrower at December 31, 2004. It is currently the Bank's policy to limit its exposure to any one borrower to no more than $2.9 million in the aggregate unless any borrowings exceeding this amount are approved by a 75% vote of the Board of Directors. At December 31, 2004, the largest amount outstanding to any one borrower and its related interests was $3,000,000.

Non-Performing Loans

It is the policy of the Bank to reverse accrued, and 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.

6
 
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,
  
   
2004
  
2003
  
2002
  
2001
  
2000
  
   
(Dollars In Thousands)
  
Restructured Loans
  
$
95
  
$
--
  
$
41
  
$
--
  
$
370
  
                                 
Non-accrual loans:
                                
Real estate - mortgage:
                                
Residential
  
$
122
  
$
34
  
$
264
  
$
284
  
$
120
  
Commercial
    
255
    
265
    
178
    
189
    
77
  
Real estate - construction
    
--
    
--
    
7
    
--
    
--
  
Installment
    
205
    
250
    
112
    
88
    
72
  
Commercial
    
16
    
23
    
10
    
40
    
101
  
Total non-accrual loans
    
598
    
572
    
571
    
601
    
370
  
 
    
   
   
   
   
 
Accruing loans past due 90 days or more
    
   
   
   
   
 
Real estate - mortgage:
    
   
   
   
   
 
Residential
    
1
    
5
    
1
    
45
    
34
  
Commercial
    
--
    
--
    
--
    
--
    
--
  
Real estate - construction
    
6
    
6
    
-
    
-
    
-
  
Installment
    
--
    
--
    
13
    
13
    
--
  
Credit card & related
    
--
    
--
    
--
    
1
    
--
  
Total accruing loans past due 90 days or more
    
7
    
11
    
15
    
59
    
34
 
Total non-accrual and past due loans
  
$
605
  
$
583
  
$
586
  
$
660
  
$
404
  
Non-accrual and past due loans to gross loans
    
.33
%
  
.33
%
  
0.36
%
  
0.39
%
  
0.24
%
Allowance for credit losses to non-accrual and past due loans
    
398.68
%
  
385.25
%
  
429.13
%
  
445.30
%
  
837.87
%

For the year ended December 31, 2004, interest of $46,751 would have been accrued on non-accrual loans if such loans had been current in accordance with their original terms. During that period, interest on non-accrual loans was not included in income. $509,821, or 85.2%, of the Bank's total $598,165 non-accrual loans at December 31, 2004 were attributable to 5 borrowers. No charge-offs have previously been taken on these loans. Four of these borrowers with loans totaling $453,142 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, 2004, there were no loans outstanding not reflected in the above table as to which known information about the borrower's possible credit problems caused management to have serious doubts as to the ability of the borrowers to comply with present loan repayment terms. These 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, 2004, the Company had $50,000 in real estate acquired in partial or total satisfaction of debt, compared to $171,882 and $413,373 in such properties at December 31, 2003 and 2002, 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, 2004, see "Item 2. -- Properties."

7
 
Allowance For Credit Losses

The Bank's allowance for credit losses is based on the probable estimated losses that may be sustained in its loan portfolio.  The allowance is based on two basic principles of accounting.  (1) Statement of Financial Accountings Standards (SFAS) No. 5 "Accounting for Contingencies", which requires that losses be accrued when they are probable of occurring and estimable, and (2) SFAS No. 114, "Accounting by Creditors for Impairment of a Loan", which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

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, value of collateral, 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,
  
   
2004
  
2003
  
2002
  
2001
  
2000
  
   
(Dollars In Thousands)
  
Beginning Balance
  
$
2,246
  
$
2,515
  
$
2,939
  
$
3,385
  
$
2,922
  
                                 
Loans charged off
                                
Real estate - mortgage:
                                
Residential
    
--
    
--
    
1
    
--
    
19
  
Commercial
    
--
    
--
    
--
    
4
    
4
  
Real estate - construction
    
--
    
--
    
--
    
--
    
--
  
Installment
    
502
    
687
    
594
    
498
    
470
  
Credit card & related
    
--
    
42
    
95
    
89
    
101
  
Commercial
    
49
   
29
   
80
    
96
    
167
  
Total
    
551
   
758
   
730
    
687
    
761
  
                                 
Recoveries
                                
Real estate - mortgage:
                                
Residential
    
35
    
1
    
1
    
--
    
52
  
Commercial
    
--
    
--
    
1
    
--
    
--
  
Real estate - construction
    
--
    
--
    
--
    
--
    
470
  
Installment
    
293
    
369
    
215
    
310
    
111
  
Credit card & related
    
--
    
30
    
30
    
53
    
41
  
Commercial
    
49
   
49
   
59
    
28
    
550
  
Total
    
377
   
449
   
306
    
391
    
1,224
  
Net charge offs/(recoveries)
    
174
    
308
    
424
    
296
    
(463
)
Provisions charged to operations
    
340
   
40
   
--
    
(150
)
  
--
  
Ending balance
  
$
2,412
  
$
2,246
  
$
2,515
  
$
2,939
  
$
3,385
  
Average loans
  
$
181,881
  
$
166,786
  
$
164,818
  
$
163,695
  
$
159,810
  
Net charge-offs to average loans
    
0.10
%
  
0.18
%
  
0.26
%
  
0.18
%
  
(0.28
)%



8
 
The following table shows the allowance for credit losses broken down by loan category as of December 31, 2004, 2003, 2002, 2001 and 2000:
 
   
   At December 31,
 
   
2004
  
2003
  
Portfolio
  
Allowance For
Each Category
 
Percentage Of Loans In Each Category To Total Loans
 
Allowance For Each Category
 
Percentage Of Loans In Each Category To Total Loans
  
 
(Dollars In Thousands)
  
Real Estate - mortgage:
                  
Residential
  
$
153
    
38.27
%
$
143
    
36.62
%
Commercial
    
328
    
17.23
    
314
    
16.20
  
Real Estate -- construction
    
13
    
1.12
    
29
    
1.77
  
Installment
    
136
    
10.25
    
137
    
11.23
  
Credit Card
    
--
    
0.10
    
--
    
0.10
  
Indirect automobile
    
1,254
    
30.00
    
1,357
    
30.61
  
Commercial
    
343
    
3.03
    
271
    
3.47
  
Unallocated
    
185
   
--
   
(5
)
  
--
 
Total
  
$
2,412
    
100.00
%
$
2,246
    
100.00
%
                           
 
 
   
At December 31,
  
   
2002
  
2001
  
2000
  
Portfolio  
Allowance For Each Category
  
Percentage Of Loans In Each Category To
Total Loans
  
 
Allowance For Each Category
  
Percentage Of
Loans In Each Category To Total Loans
  
Allowance For Each Category
  
Percentage Of Loans In Each Category To
Total Loans
  
   
(Dollars In Thousands)
  
Real Estate - mortgage:
                          
Residential
  
$
131
    
30.67
%
$
164
    
26.32
%
$
199
    
21.74
%
Commercial
    
349
    
19.54
    
456
    
21.94
    
506
    
24.13
  
Real Estate - construction
    
48
    
1.45
    
71
    
1.40
    
292
    
3.16
  
Installment
    
152
    
12.22
    
237
    
11.92
    
221
    
11.49
  
Credit Card
    
--
    
.14
    
--
    
0.16
    
--
    
0.16
  
Indirect automobile
    
1,461
    
32.66
    
1,390
    
35.24
    
1,486
    
37.08
  
Commercial
    
168
    
3.32
    
300
    
3.02
    
288
    
2.24
  
Unallocated
    
206
    
--
   
321
    
--
   
393
    
--
 
Total
  
$
2,515
    
100.00
%
$
2,939
    
100.00
%
$
3,385
    
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 tax treatment of the Bank's portfolio of securities issued by certain states and their political subdivisions allows 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,
  
   
2004
  
2003
  
2002
  
   
(In Thousands)
  
U.S. Treasury securities
  
$
--
  
$
--
  
$
499
  
U.S. Government agencies and mortgage backed securities
    
52,020
    
52,444
    
51,916
  
Obligations of states and political subdivisions
    
36,640
    
43,624
    
31,899
  
Corporate trust preferred
    
5,008
    
5,026
    
5,057
  
Total investment securities
  
$
93,668
  
$
101,094
  
$
89,371
  



9
 
The following table sets forth the scheduled maturities, book values and weighted average yields for the Company's investment securities portfolio at December 31, 2004:
 
   
One Year Or Less
  
  One To Five Years
  
Five to Ten Years
  
More Than Ten Years
  
Total
  
   
 
Book Value
  
Weighted Average Yield
  
 
Book Value 
  
Weighted Average Yield
  
 
Book Value 
  
Weighted Average Yield
  
 
Book Value
  
Weighted Average Yield
  
 
Book Value
  
Weighted Average Yield
  
                                                               
U.S. Treasury securities
  
$
--
    
-
%
$
--
    
--
%
$
---
    
-
%
$
--
    
--
%
$
--
    
-
%
U.S. Government agencies and mortgage backed securities
    
1,500
    
4.19
   
6,013
    
4.08
   
3,777
    
3.44
    
40,730
    
5.11
    
52,020
    
4.84
  
Obligations of states and political subdivisions
    
1,375
    
2.96
    
1,885
    
3.76
    
14,112
    
3.70
    
19,268
    
5.13
    
36,640
    
4.43
  
Corporate trust preferred
    
--
   
--
    
--
   
--
    
-
   
--
    
3,008
   
6.95
    
5,008
   
6.95
  
Total investment securities
$
2,875
3.60
 %
$
7,898
 
4.00
 %
$
17,889
 
3.65
 %
$
65,006
 
5.26
 %
$
93,668
 
4.79
 %

At December 31, 2004, 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 branches in northern Anne Arundel County. Consolidated total deposits were $261,674,043 as of December 31, 2004. 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 $36.2 million under a line of credit from the FHLB of Atlanta as of December 31, 2004.

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(R) and Star(R) ATM networks.

As stated above, the Bank obtains deposits principally through its network of branch offices. The Bank does not solicit brokered deposits. At December 31, 2004, the Bank had approximately $21.0 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, 2004:
   
Amount
(In Thousands)
  
         
Three months or less
  
$
5,430
  
Over three through six months
    
2,650
  
Over six through 12 months
    
1,680
  
Over 12 months
    
11,243
 
Total
  
$
21,003
  
         

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 $36.2 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, 2004. 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. 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. It is the Company's intention to call these debentures at the earliest opportunity. The Bank also has a unsecured 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 $199,708 as of December 31, 2004. This note is payable monthly through October 2010 and has a 7% interest rate.

10
 
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). 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 3.47% market share as of June 30, 2004 (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, 2004, the Bank had 128 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.

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act") authorizes 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 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 Maryland Commissioner of Financial Regulation.

11
 
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 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.

12
 
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 Maryland 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 customer information, the disclosure of credit terms and discrimination in credit transactions.
 
Patriot Act. On October 26, 2001, President Bush signed the USA Patriot Act (the "Patriot Act"), which includes provisions pertaining to domestic security, surveillance procedures, border protection, and terrorism laws to be administered by the Secretary of the Treasury.  Title III of the Patriot Act entitled, "International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001" includes amendments to the Bank Secrecy Act which expand the responsibilities of financial institutions in regard to anti-money laundering activities with particular emphasis upon international money laundering and terrorism financing activities through designated correspondent and private banking accounts.
 
Effective December 25, 2001, Section 313(a) of the Patriot Act prohibits any insured financial institution such as the Bank, from providing correspondent accounts to foreign banks which do not have a physical presence in any country (designated as "shell banks"), subject to certain exceptions for regulated affiliates of foreign banks.  Section 313(a) also requires financial institutions to take reasonable steps to ensure that foreign bank correspondent accounts are not being used to indirectly provide banking services to foreign shell banks, and Section 319(b) requires financial institutions to maintain records of the owners and agent for service of process of any such foreign banks with whom correspondent accounts have been established.
 
Effective July 23, 2002, Section 312 of the Patriot Act creates a requirement for special due diligence for correspondent accounts and private banking accounts.  Under Section 312, each financial institution that establishes, maintains, administers, or manages a private banking account or a correspondent account in the United States for a non-United States person, including a foreign individual visiting the United States, or a representative of a non-United States person shall establish appropriate, specific, and, where necessary, enhanced, due diligence policies, procedures, and controls that are reasonably designed to detect and record instances of money laundering through those accounts.
 
13
 
The Company and the Bank are not currently aware of any account relationships between the Bank and any foreign bank or other person or entity as described above under Sections 313(a) or 312 of the Patriot Act.  The terrorist attacks on September 11, 2001 have realigned national security priorities of the United States and it is reasonable to anticipate that the United States Congress may enact additional legislation in the future to combat terrorism including modifications to existing laws such as the Patriot Act to expand powers as deemed necessary.  The effects which the Patriot Act and any additional legislation enacted by Congress may have upon financial institutions is uncertain; however, such legislation would likely increase compliance costs and thereby potentially have an adverse effect upon the Company's results of operations.

Community Reinvestment Act.  Community Reinvestment Act ("CRA") regulations evaluate banks lending to low and moderate income individuals and businesses across a four-point scale from "outstanding" to "substantial noncompliance," and are a factor in regulatory review of applications to merge, establish new branch offices or form bank holding companies.  In addition, any bank rated in "substantial noncompliance" with the CRA regulations may be subject to enforcement proceedings.  The Bank has a current rating of "outstanding" for CRA compliance.

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 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.

14
 
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, 2004, 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.

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.

15
 
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 $100,000 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 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.



16

ITEM 2. PROPERTIES

The following table sets forth certain information with respect to the Bank's offices:
   
 
 
Year Opened
  
 
 
Owned/ Leased
  
 
 
 Book Value
  
 
Approximate
Square Footage
 
 
 
 Deposits
  
Main Office:
                      
                                 
101 Crain Highway, S.E.
Glen Burnie, MD 21061
    
1953
    
Owned
  
$
792,643
    
10,000
  
$
91,823,668
  
 
Branches:
                                
                                 
Odenton
1405 Annapolis Road
Odenton, MD 21113
    
1969
    
Owned
    
227,914
    
6,000
    
38,777,450
  
                                 
Riviera Beach
8707 Ft. Smallwood Road
Pasadena, MD 21122
    
1973
    
Owned
    
188,645
    
2,500
    
30,597,814
  
                                 
Crownsville
1221 Generals Highway
Crownsville, MD 21032
    
1979
    
Owned
    
380,653
    
3,000
    
47,158,352
  
                                 
Severn
811 Reece Road
Severn, MD 21144
    
1984
    
Owned
    
284,467
    
2,500
    
25,737,966
  
                                 
South Crain
7984 Crain Highway
Glen Burnie, MD 21061
    
1995
    
Leased
    
51,529
    
2,600
    
20,849,609
  
                                 
Linthicum(1)
Burwood Village Shopping Center
Glen Burnie, MD 21060
    
2005
    
Leased
    
--
    
2,500
    
--
 
                                 
Severna Park
534 Ritchie Highway
Severna Park, MD 21146
    
2002
    
Leased
    
275,006
    
2,184
    
7,250,535
  
                                 
Operations Centers:
                                
                                 
106 Padfield Blvd.
Glen Burnie, MD 21061
    
1991
    
Owned
    
1,447,594
    
16,200
    
N/A
  
                                 
103 Crain Highway, S.E.
Glen Burnie, MD 21061
    
2000
    
Owned
    
299,553
    
3,727
    
N/A
  
 
 
__________________________________
(1) This branch opened on January 27, 2005.

At December 31, 2004, the Bank owned one foreclosed real estate property with a total book value of $ 50,000. The Bank is holding this commercial property 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, 2004, 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.

ITEM 4.   SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 

Not applicable.


17


EXECUTIVE OFFICERS OF THE REGISTRANT

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

NAME
  
AGE
  
POSITIONS
         
F. William Kuethe, Jr.
  
72
  
President and Chief Executive Officer
Michael G. Livingston
  
51
  
Deputy Chief Executive Officer, Executive Vice President and Chief Operating Officer
John E. Porter
  
51
  
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.

MICHAEL G. LIVINGSTON was appointed Deputy Chief Executive Officer and Executive Vice President in August 2004 and became a Director on January 1, 2005. Mr. Livingston was a Senior Vice President from January 1998 until August 2004 and had been Chief Lending Officer of the Bank from 1996 until August 2004. He served as Deputy Chief Operating Officer from February 14, 2003 through December 31, 2003 and was appointed the Chief Operating Officer effective January 1, 2004. 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.


 

18

PART II

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

The Common Stock is traded on the Nasdaq SmallCap Market under the symbol "GLBZ". As of March 2, 2005, there were 480 record holders of the Common Stock. The closing price for the Common Stock on that date was $21.62.
 
The following table sets forth the high and low sales prices for the Common Stock for each full quarterly period during 2004 and 2003 as reported by Nasdaq. 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.

   
2004
 
2003
 
Quarter Ended
 
    High
 
Low
 
Dividends
 
High
 
Low
 
Dividends
  
                                       
March 31,
  
$
26.51
  
$
24.10
  
$
0.11
  
$
16.68
  
$
14.40
  
$
0.10
  
June 30,
    
25.60
    
21.10
    
0.11
    
17.91
    
16.58
    
0.10
  
September 30
    
23.25
    
21.10
    
0.12
    
19.20
    
16.61
    
0.10
  
December 31
    
24.86
    
21.96
    
0.18
    
24.79
    
18.80
    
0.15
  

A regular dividend of $0.12 and a bonus dividend of $0.06 were declared for stockholders of record on December 27, 2004, payable on January 7, 2005 and January 11, 2005, respectively.

The Company intends to pay dividends approximating thirty-five percent (35%) 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.

19
 
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 6, 2004 and a three-for-two stock split effected through a stock dividend paid on June 21, 2001.
 
   
Year Ended December 31,
  
   
2004
  
2003
  
2002
  
2001
  
2000
  
   
(Dollars In Thousand Except Per Share Data)
  
Operations Data:
                      
Net Interest Income
  
$
12,016
  
$
11,263
  
$
11,368
  
$
10,674
  
$
10,801
  
Provision for Credit Losses
    
340
    
40
    
--
    
(150
)
  
--
  
Other Income
    
2,372
    
2,289
    
2,485
    
1,821
    
3,658
  
Other Expense
    
10,360
    
9,748
    
9,957
    
10,332
    
10,746
  
Net Income
   
3,056
    
3,077
    
2,811
    
1,725
    
2,275
  
                                 
Share Data:
                                
Basic Net Income Per Share
  
$
1.50
  
$
1.52
  
$
1.40
  
$
0.87
  
$
1.14
  
Diluted Net Income Per Share
    
1.50
    
1.52
    
1.40
    
0.87
    
1.14
  
Cash Dividends Declared Per Common Share
    
0.52
    
0.45
    
0.42
    
0.38
    
0.37
  
Weighted Average Common Shares Outstanding:
                                
Basic
    
2,031,843
    
2,019,502
    
2,005,602
    
1,994,171
    
1,989,268
  
Diluted
    
2,031,843
    
2,019,502
    
2,008,986
    
1,994,171
    
1,989,268
  
                                 
Financial Condition Data:
                                
Total Assets
  
$
302,312
  
$
302,252
  
$
279,406
  
$
263,362
  
$
239,211
  
Loans Receivable, Net
    
182,291
    
172,819
    
158,287
    
164,569
    
162,373
  
Total Deposits
    
261,674
    
256,908
    
241,420
    
229,307
    
205,968
  
Long Term Borrowings
    
7,200
    
7,227
    
7,251
    
7,275
    
7,297
  
Junior Subordinated Debentures
    
5,155
    
5,155
    
5,155
    
5,155
    
5,155
  
Total Stockholders Equity
    
25,744
    
23,948
    
21,789
    
17,862
    
17,181
  
                                 
Performance Ratios:
                                
Return on Average Assets
    
1.00
%
  
1.05
%
  
1.05
%
  
0.69
%
  
1.02
%
Return on Average Equity
    
12.51
    
13.56
    
14.49
    
9.77
    
12.94
  
Net Interest Margin (1)
   
4.61
    
4.48
    
4.76
    
4.80
    
5.27
  
Dividend Payout Ratio
    
34.67
    
29.53
    
29.70
    
43.27
    
32.61
  
                                 
Capital Ratios:
                                
Average Equity to Average Assets
    
8.16
%
  
7.76
%
  
9.03
%
  
9.08
%
  
8.59
%
Leverage Ratio
    
9.85
    
9.25
    
9.07
    
8.79
    
9.30
  
Total Risk-Based Capital Ratio
    
16.40
    
15.79
    
15.28
    
13.92
    
13.99
  
                                 
Asset Quality Ratios:
                                
Allowance for Credit Losses to
Gross Loans
    
1.30
%
  
1.28
%
  
1.56
%
  
1.75
%
  
2.04
%
Non-accrual and Past Due Loans to
Gross Loans
    
0.33
%
  
0.33
%
  
0.36
%
  
0.39
%
  
0.24
%
Allowance for Credit Losses to Non-
Accrual and Past Due Loans
    
398.68
%
  
385.25
%
  
429.13
%
  
445.30
%
  
837.87
%
Net Loan Charge-offs (Recoveries) to Average Loans
    
0.10
%
  
0.18
%
  
0.26
%
  
0.18
%
  
(0.28
)%
                                 
                               
(1) Presented on a tax-equivalent basis
                                
 
 
20
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
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.

Overview

During 2004, the Company saw continued growth in both deposits and the loan portfolio. Non-interest bearing deposits increased $3,778,548 and interest bearing deposits increased $987,260. The loan portfolio increased by $9,472,243, primarily due to a $6,567,752 increase in residential mortgage loans. Earnings remained stable with net income of $3,055,501 for 2004 and $3,077,074 for 2003.

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 6, 2004.

Comparison of Results of Operations for the Years Ended December 31, 2004, 2003 and 2002

General. For the year ended December 31, 2004, the Company reported consolidated net income of $3,055,501 ($1.50 basic and diluted earnings per share) compared to consolidated net income of $3,077,074 ($1.52 basic and diluted earnings per share) for the year ended December 31, 2003 and consolidated net income of $2,811,083 ($1.40 basic and diluted earnings per share) for the year ended December 31, 2002. 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 income producing assets. 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, 2004 was $12,016,466 compared to $11,263,294 for the year ended December 31, 2003 and $11,368,150 for the year ended December 31, 2002. The $753,172 increase for the most recent year was primarily due to a decrease in deposit expense and an increase in income on U.S. Government agency securities. The $104,856 decrease in net interest income for 2003 as compared to 2002 was due to a decrease in loan and federal funds income, partially offset by a decrease in deposit expense. Since a large portion of the Company's portfolio is invested in state and municipal securities, which are tax advantaged, the after tax net interest income for 2004 was $12,946,071, a $752,467 or 6.17% increase over the $12,193,604 after tax net interest income for 2003, which was an increase of $307,460 or 2.58% compared to $11,886,144 in after tax net interest income for 2002.

21
 
Interest expense decreased from $4,276,724 in 2003 to $3,644,661 in 2004, a $632,063, or 14.78% decrease, primarily due to a decrease in interest rates paid on deposits. Interest expense decreased from $5,202,132 in 2002 to $4,276,724 in 2003, a $925,408, or 17.79% decrease, also primarily due to decreases in interest rates paid on deposits. Net interest margin for the year ended December 31, 2004 was 4.61% compared to 4.48% and 4.76% for the years ended December 31, 2003 and 2002, 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,
  
   
2004
  
VS.
  
2003
  
2003
  
VS.
  
2002
  
     
Change Due To:
    
Change Due To:
  
   
Increase/
Decrease
  
Rate
  
Volume
  
Increase/
Decrease
  
Rate
  
Volume
  
   
(In Thousands)
  
ASSETS                          
Interest-earning assets:
                          
Federal funds sold
  
$
8
  
$
6
  
$
2
  
$
(43
)
$
(26
)
$
(17
)
Interest-bearing deposits
    
(24
)
  
4
   
(28
)
  
6
   
3
   
3
  
                                       
Investment securities:
                                      
U.S. Treasury securities, obligations of U.S. government agencies and mortgage-backed securities
    
244
    
384
   
(140
)
  
(544
)
  
(649
)
  
105
  
Obligations of states and political subdivisions(1)
   
(6
)
  
(28
)
  
22
    
961
    
(85
)
  
1,046
  
All other investment securities
    
1
    
2
    
(1
)
  
13
    
6
    
7
 
Total investment securities
    
239
    
358
    
(119
)
  
430
    
(728
)
  
1,158
  
                                       
Loans, net of unearned income:
                                      
Demand, time and lease
    
6
    
10
    
(4
)
  
(21
)
  
(60
)
  
39
  
Mortgage and construction
    
399
    
(402
)
  
801
    
(247
)
  
(658
)
  
411
  
Installment and credit card
    
(546
)
  
(794
)
  
248
    
(725
)
  
(535
)
  
(190
)
Total gross loans(2)
   
(141
)
  
(1,186
)
  
1,045
    
(993
)
  
(1,253
)
  
260
  
Allowance for credit losses
    
--
    
--
   
--
    
--
    
--
    
--
  
Total net loans
    
(141
)
  
(1,186
)
  
1,045
   
(993
)
  
(1,253
)
  
260
 
Total interest-earning assets
  
$
82
  
$
(818
)
$
900
  
$
(600
)
$
(2,004
)
$
1,404
  
                                       
LIABILITIES:
                                      
Interest-bearing deposits:
                                      
Savings and NOW
  
$
(16
)
$
(41
)
$
25
  
$
(201
)
$
(260
)
$
59
  
Money market
    
(20
)
  
(19
)
  
(1
)
  
(81
)
  
(97
)
  
16
  
Other time deposits
    
(628
)
  
(491
)
  
(137
)
  
(655
)
  
(686
)
  
31
  
Total interest-bearing deposits
    
(664
)
  
(551
)
  
(113
)
  
(937
)
  
(1,043
)
  
106
  
Non-interest-bearing deposits
    
--
    
--
    
--
    
--
    
--
    
--
  
Borrowed funds
    
32
    
1
    
31
    
12
    
(67
)
  
79
  
Total interest-bearing liabilities
  
$
(632
)
$
(550
)
$
(82
)
$
(925
)
$
(1,110
)
$
185
  
                                       
                                       
(1) Tax equivalent basis.
(2) Non-accrual loans included in average balances.
                              

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.

 
22

 

   
Year Ended December 31,
  
   
2004
  
2003
  
2002
  
   
Average
Balance
 
Interest
 
Yield/
Cost
  
Average Balance
 
Interest
  
Yield/
Cost
  
Average Balance
  
Interest
  
Yield/
Cost
  
   
(Dollars In Thousands)
  
ASSETS:
                                      
Interest-earning assets:
                                      
Federal funds sold 
  
$
4,962
  
$
59
    
1.18
%
$
4,815
  
$
51
    
1.06
%
$
5,919
  
$
94
    
1.59
%
Interest-bearing deposits
    
1,126
    
37
    
3.29
   
2,078
    
61
    
2.94
   
1,782
    
55
    
3.09
  
                                                         
Investment securities:
                                                        
U.S. Treasury securities, obligations of U.S. government agencies and mortgage-backed securities
    
50,575
    
2,217
    
4.38
    
54,497
    
1,973
    
3.62
    
52,287
    
2,517
    
4.81
  
Obligations of states and political subdivisions(1)
   
41,016
    
2,696
    
6.57
    
40,655
    
2,702
    
6.64
    
25,402
    
1,741
    
6.85
  
All other investment securities
    
5,019
   
358
    
7.13
    
5,038
   
357
    
7.09
    
4,935
    
344
    
6.97
  
Total investment securities
    
96,610
    
5,271
    
5.46
    
100,190
    
5,032
    
5.02
    
82,624
    
4,602
    
5.57
  
                                                         
Loans, net of unearned income:
                                                        
Demand, time and lease
    
5,556
    
333
    
5.99
    
5,624
    
327
    
5.81
    
5,066
    
348
    
6.87
  
Mortgage and construction
    
100,590
    
6,494
    
6.46
    
88,853
    
6,095
    
6.86
    
83,444
    
6,342
    
7.60
  
Installment and credit card
    
74,902
    
4,376
    
5.84
    
71,326
    
4,922
    
6.90
    
73,851
    
5,647
    
7.65
  
Total gross loans(2)
   
181,048
    
11,203
    
6.19
    
165,803
    
11,344
    
6.84
    
162,361
    
12,337
    
7.60
  
Allowance for credit losses
    
(2,338
)
  
   
   
(2,343
)
  
   
   
(2,767
)
  
   
 
Total net loans
    
178,710
    
11,203
    
6.27
    
163,460
    
11,344
    
6.94
    
159,594
    
12,337
    
7.59
  
Total interest-earning assets
    
281,408
    
16,570
    
5.89
    
270,317
    
16,488
    
6.06
    
249,919
    
17,088
    
6.84
  
Cash and due from banks
    
11,203
    
   
   
10,317
    
   
   
8,921
              
Other assets
    
13,162
    
   
   
12,039
    
   
   
10,199
              
Total assets
  
$
305,773
    
   
 
$
292,673
    
   
 
$
269,039
              
                                                         
LIABILITIES AND STOCKHOLDERS EQUITY:
                                                        
Interest-bearing deposits:
                                                        
Savings and NOW
  
$
83,354
    
268
    
0.32
%
$
76,632
    
284
    
0.37
%
$
67,926
    
485
    
0.71
%
Money market
    
21,146
    
85
    
0.40
    
21,514
    
105
    
0.49
    
19,770
    
186
    
0.94
  
Other time deposits
    
84,621
    
2,259
    
2.66
    
89,108
    
2,887
    
3.24
    
88,304
    
3,542
    
4.01
  
Total interest-bearing deposits
    
189,121
    
2,612
    
1.38
    
187,254
    
3,276
    
1.75
    
176,000
    
4,213
    
2.39
  
Short-term borrowed funds
    
3,983
    
57
    
1.43
    
1,816
    
28
    
1.54
    
755
    
16
    
2.12
  
Long-term borrowed funds
    
12,367
    
976
    
7.89
    
12,393
    
972
    
7.84
    
12,417
    
974
    
7.84
  
Total interest-bearing liabilities
    
205,471
    
3,645
    
1.77
    
201,463
    
4,277
    
2.12
    
189,172
    
5,202
    
2.75
  
                                                         
Non-interest-bearing deposits
    
74,686
    
   
   
66,635
    
   
   
58,351
              
Other liabilities
    
1,191
    
   
   
2,154
    
   
   
1,389
              
Stockholders equity
    
24,425
    
   
   
22,421
    
   
   
20,127
              
Total liabilities and equity
  
$
305,773
    
   
 
$
292,673
    
   
 
$
269,039
              
Net interest income
        
$
12,925
    
   
 
$
12,099
    
   
 
$
11,886
        
Net interest spread
                
4.12
%
  
   
   
3.94
%
  
   
   
4.09
%
Net interest margin
                
4.61
%
  
   
   
4.48
%
  
   
   
4.76
%
                                                         
                                                         
                                                         
(1) Tax equivalent basis. The incremental tax rate applied was 34.35% for 2004 and 35.23% for 2003.
(2) Non-accrual loans included in average balance.

Provision For Credit Losses. During the year ended December 31, 2004, the Company made a provision of $340,000 for credit losses, compared to a provision of $40,000 during the year ended December 31, 2003, and no provision during the year ended December 31, 2002. At December 31, 2004, the allowance for loan losses equaled 398.68% of non-accrual and past due loans compared to 385.25% and 429.13% at December 31, 2003 and 2002, respectively. During the year ended December 31, 2004, the Company recorded net chargeoffs of $174,501 compared to $308,306 and $423,755 in net charge-offs during the years ended December 31, 2003 and 2002, respectively.

Other Income. Other income includes service charges on deposit accounts, other fees and commissions, net gains on investment securities, and income on life insurance (including bank owned life insurance income (BOLI) and gains of approximately $117,000 from the death of an officer in 2002). For 2002, other income also included a curtailment gain of $763,644 on a post-retirement benefit plan amendment. Other income increased from $2,289,413---- in 2003 to $2,371,636 in 2004, a $82,223, or 3.59% increase. The increase was primarily due to gains on investment securities offset by a decrease in other fees and commissions. Other income decreased from $2,484,725 in 2002 to $2,289,413---- in 2003, a $195,312, or 7.86% decrease. The decrease was primarily due to the curtailment gain realized in 2002, partially offset by gains on investment securities, an increase in BOLI income and an increase in service charge income.

23
 
Other Expenses. Other expenses increased from $9,747,693 in 2003 to $10,359,377 in 2004, a $611,684 or 6.28% increase. This increase was primarily due to increases in salaries and employee benefits. Other expenses decreased from $9,956,847 in 2002 to $9,747,693 in 2003, a $209,154 or 2.1% decrease. This decrease was primarily due to a decrease in furniture and fixtures expense and operating expense, offset by an increase in employee benefits and occupancy expense relating to the opening of the Severna Park location.

Income Taxes. During the year ended December 31, 2004, the Company recorded income tax expense of $633,224, compared to income tax expense of $687,940 for the year ended December 31, 2003. During the year ended December 31, 2003, the Company recorded income tax expense of $687,940, compared to income tax expense of $1,084,945 for the year ended December 31, 2002. The decrease in income tax expense for 2003 as compared to 2002, despite higher net income in 2003, was primarily due to the tax advantaged treatment of the state and municipal securities portfolio and BOLI income.

Comparison of Financial Condition at December 31, 2004, 2003 and 2002

The Company's total assets increased to $302,312,126 at December 31, 2004 from $302,252,466 at December 31, 2003. The Company's total assets increased to $302,252,466 at December 31, 2003 from $279,406,206 at December 31, 2002. The increase in total assets during 2003 is attributable to increases in the loan and securities portfolios, funded by decreases in federal funds sold and increases in deposits and short term borrowings.

The Company's net loan portfolio increased to $182,291,292 at December 31, 2004 compared to $172,819,049 at December 31, 2003 and $158,286,746 at December 31, 2002. The increase in the loan portfolio during the 2004 period is primarily due to an increase in residential mortgages with lesser increases in commercial mortgages and indirect automobile loans. The increase in the loan portfolio during 2003, is primarily due to residential mortgage loans increasing by approximately $14.9 million.

During 2004, the Company's total investment securities portfolio (including both investment securities available for sale and investment securities held to maturity) totaled $94,906,047, a $8,275,060 or 8.02%, decrease from $103,181,107 at December 31, 2003. This decrease is primarily attributable to a decrease in state and municipal securities. During 2003, the Company's total investment securities portfolio (including both investment securities available for sale and investment securities held to maturity) totaled $103,181,107, a $11,321,056 or 12.32%, increase from $91,860,051 at December 31, 2002. This increase is primarily attributable to an increase in state and municipal and U.S. Government agency securities, offset by a decrease in mortgage backed securities.

Deposits as of December 31, 2004 totaled $261,674,043, an increase of $4,765,808, or 1.86%, from the $256,908,235 total as of December 31, 2003. Deposits as of December 31, 2003 totaled $256,908,235, an increase of $15,488,628, or 6.42%, from the $241,419,607 total as of December 31, 2002. Demand deposits as of December 31, 2004 totaled $73,427,366, a $3,778,547, or 5.43%, increase from $69,648,819 at December 31, 2003. NOW and Super NOW accounts as of December 31, 2004 decreased by $1,310,661 or 4.61% from their 2003 level to $27,089,844. Money market accounts increased by $64,403 or 0.32%, from their 2003 level to total $20,208,804 at December 31, 2004. Savings deposits increased by $4,286,115, or 8.03%, from their 2003 level, to $57,664,694 at December 31, 2004. Time deposits over $100,000 totaled $21,003,332 on December 31, 2004, a decrease of $545,796, or 2.53% from December 31, 2003. Other time deposits (made up of certificates of deposit less than $100,000 and individual retirement accounts) totaled $62,280,003 on December 31, 2004, a $1,506,802 or a 2.36%, decrease from December 31, 2003.

Total stockholders equity as of December 31, 2004 increased by $ 1,796,780, or 7.50%, from the 2003 period. The increase was attributed to an increase in retained earnings, surplus and common stock offset by a decline in accumulated other comprehensive income, net of tax. Total stockholders equity as of December 31, 2003 increased by $2,158,242, or 9.91%, from the 2002 period. The increase was attributed to an increase in retained earnings and surplus, offset by a decline in accumulated other comprehensive income, net of tax.

 
24
 
Off-Balance Sheet Arrangements, Contractual Obligations, and Commitments

Off-Balance Sheet Arrangements. 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.

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, 2004, the Bank has accrued $150,000 for unfunded commitments related to these financial instruments with off balance sheet risk, which is included in other liabilities.

Contractual Obligations. The following table presents, as of December 31, 2004, significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in the referenced note to the consolidated financial statements.

   
PAYMENTS DUE IN 
  
(IN THOUSANDS)
  
NOTE
REFERENCE
 
ONE YEAR
OR LESS
 
ONE TO
THREE
YEARS
 
THREE TO
FIVE
YEARS
 
OVER
FIVE
YEARS
 
TOTAL
  
                           
Deposits without a stated maturity (a),(c)
    
9
  
$
178,390
  
$
--
  
$
--
  
$
--
  
$
178,390
  
Time deposits (a)
    
9
    
39,905
    
31,002
    
9,763
    
2,614
    
83,284
  
Short-term borrowings (a)
    
6
    
542
    
--
    
--
    
--
    
542
  
Long-term borrowings (b)
    
7,8
    
575
    
1,157
    
1,166
    
12,735
    
15,633
  
Operating leases
    
5
    
235
    
472
    
402
    
1,940
    
3,049
  
 
 
 
(a)
 Excludes interest
(b)
 Includes Junior Subordinated Debentures and semi-annual payments (made in March and September) of $273,215.  This is also assuming that the Debentures will be paid off in September 2010.
(c)
 Includes non-interest bearing deposits.
   
   
Commitments. The following table details the amounts and expected maturities of significant commitments as of December 31, 2004. Further discussion of these commitments is included in Note 16 to the consolidated financial statements.


25

 
   
PAYMENTS DUE IN
  
(IN THOUSANDS)
  
ONE YEAR
OR LESS
 
ONE TO
THREE
YEARS
 
THREE TO
FIVE
YEARS
 
OVER
FIVE
YEARS
 
TOTAL
  
                       
Loan commitments:
                      
Other mortgage loans
  
$
4,287
  
$
--
  
$
--
  
$
--
  
$
4,287
  
                                 
Unused lines of credit:
                                
Home-equity lines
    
1,123
    
728
    
416
    
4,030
    
6,297
  
Commercial lines
    
10,551
    
--
    
--
   
--
    
10,551
  
Unsecured consumer lines
    
836
    
--
    
--
   
--
    
836
  
 
                                
Letters of credit
    
178
    
--
    
--
   
545
    
723
  


Market Risk Management

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates or equity pricing. The Company's principal market risk is interest rate risk that arises from its lending, investing and deposit taking activities. The Company's profitability is dependent on the Bank's net interest income. Interest rate risk can significantly affect net interest income to the degree that interest bearing liabilities mature or reprice at different intervals than interest earning assets. The Bank's Asset/Liability and Risk Management Committee oversees the management of interest rate risk. The primary purpose of the committee is to manage the exposure of net interest margins to unexpected changes due to interest rate fluctuations. The Company does not utilize derivative financial or commodity instruments or hedging strategies in its management of interest rate risk. The primary tool used by the committee to monitor interest rate risk is a "gap" report which measures the dollar difference between the amount of interest bearing assets and interest bearing liabilities subject to repricing within a given time period. These efforts affect the loan pricing and deposit rate policies of the Company as well as the asset mix, volume guidelines, and liquidity and capital planning.

The following table sets forth the Bank's interest-rate sensitivity at December 31, 2004.

   
 
0-3 Months
 
Over 3 To
12 Months
 
Over 1
Through  5 Years
 
Over 5
 Years
 
 
 Total
  
   
(Dollars In Thousands)
  
Assets:
                      
Cash and due from banks
  
$
--
  
$
--
  
$
--
  
$
--
  
$
9,767
  
Federal funds and overnight deposits
    
1,613
    
--
    
--
    
--
    
1,613
  
Securities
    
500
    
2,392
    
8,615
    
84,318
    
95,825
  
Loans
    
15,500
    
5,369
    
80,720
    
84,034
    
185,623
  
Fixed Assets
    
--
    
--
    
--
    
--
    
4,031
  
Other Assets
    
--
    
--
    
--
    
--
    
5,631
  
                                 
Total assets
  
$
17,613
  
$
7,761
  
$
89,335
  
$
168,352
  
$
302,312
  
                                 
Liabilities:
                                
Demand deposit accounts
  
$
--
  
$
--
  
$
--
  
$
--
  
$
73,427
  
NOW accounts
    
27,090
    
--
    
--
    
--
    
27,090
  
Money market deposit accounts
    
20,209
    
--
    
--
    
--
    
20,209
  
Savings accounts
    
57,665
    
220
    
--
    
--
    
57,885
  
IRA accounts
    
1,788
    
4,559
    
14,980
    
1,583
    
22,910
  
Certificates of deposit
    
13,492
    
19,847
    
25,784
    
1,030
    
60,153
  
Other liabilities
    
--
    
--
    
--
    
--
    
9,739
  
Junior Subordinated Debenture
    
--
    
--
    
--
    
--
    
5,155
  
Stockholders equity
    
--
    
--
    
--
    
--
    
25,744
  
                                 
Total liabilities and Stockholders equity
  
$
120,244
  
$
24,626
  
$
40,764
  
$
2,613
  
$
302,312
  
                                 
GAP
  
$
(102,631
)
$
(16,865
)
$
48,571
  
$
165,739
        
Cumulative GAP
    
(102,631
)
  
(119,496
)
  
(70,925
)
  
94,814
        
Cumulative GAP as a % of total assets
    
(33.95
%)
  
(39.53
%)
  
(23.46
%)
  
31.36
%
      
 
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 at within three months although it is the Company's experience that such accounts may be less sensitive to changes in market rates.

26
 
In addition to gap analysis, the Bank utilizes a simulation model to quantify the effect a hypothetical immediate plus or minus 200 basis point change in rates would have on net interest income and the economic value of equity. The model takes into consideration the effect of call features of investments as well as prepayments of loans in periods of declining rates. When actual changes in interest rates occur, the changes in interest earning assets and interest bearing liabilities may differ from the assumptions used in the model. As of December 31, 2004, the model produced the following sensitivity profile for net interest income and the economic value of equity.

   
Immediate Change in Rates
  
   
-200
  
-100
  
+100
  
+200
  
   
Basis Points
  
Basis Points
  
Basis Points
  
Basis Points
  
   
% Change in Net Interest Income
    
-10.7
%
  
-3.3
%
  
1.9
%
  
5.4
%
% Change in Economic Value of Equity
   
-13.0
%
  
-4.7
%
  
-3.7
%
  
-9.6
%

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, 2004, totaled $11,373,891, a decrease of $1,521,003 or 11.80%, from the December 31, 2003 total of $12,894,894. Most of this decrease was due to a decrease in the vault cash held at the branches and a decrease in deposits held at two other institutions.

As of December 31, 2004, the Bank was permitted to draw on a $36.2 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, 2004, 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, 2004, 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, 2004, the Company was in compliance with these requirements with a leverage ratio of 9.85%, a Tier 1 risk-based capital ratio of 15.15% and total risk-based capital ratio of 16.40%. At December 31, 2004, the Bank met the criteria for designation as a well capitalized depository institution under FDIC regulations.

27
 
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 Bank's allowance for credit losses is determined based upon estimates that can and do change when the actual events occur, including historical losses as an indicator of future losses, fair market value of collateral, and various general or industry or geographic specific economic events.  The use of these estimates and values is inherently subjective and the actual losses could be greater or less than the estimates.  For further information regarding our allowance for credit losses, see "Allowance for Credit Losses" under Item 1- "Business" of this Annual Report.

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 10 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.

Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued Financial Interpretations No. 46 (FIN 46), Consolidation of Variable Interest Entities, which provides guidance on how to identify a variable interest entity (VIE) and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE are to be included in an entity's consolidated financial statements. A VIE exists when either the total equity investment at risk is not sufficient to permit the entity to finance its activities by itself, or the equity investors lack one of three characteristics associated with owning a controlling financial interest. Those characteristics include the direct or indirect ability to make decisions about an entity s activities through voting rights or similar rights, the obligation to absorb the expected losses of an entity if they occur, or the right to receive the expected residual returns of the entity if they occur.
 
During the third quarter of 2003, the Company applied the provisions of FIN 46 to a wholly-owned subsidiary trust that issued capital securities to third-party investors. The application of FIN 46 resulted in the deconsolidation of a wholly-owned subsidiary trust. See Note 8 for further discussion of this trust and the Company's related obligations.

In December 2003, the FASB reissued FIN 46 with certain modifications and clarifications. Application of this guidance was effective for interests in certain VIEs commonly referred to as special-purpose entities (SPEs) as of December 31, 2003. Application for all other types of entities is required for periods ending after March 15, 2004, unless previously applied.

28
 
Management continues to evaluate the applicability of FIN 46. Management does not believe that the application of FIN 46 will have an impact on financial condition, results of operations, or liquidity. The Federal Reserve Board is currently evaluating the impact on Tier 1 capital.

In April 2003, the FASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments and hedging activities under SFAS 133, as well as amends certain other existing FASB pronouncements. In general, SFAS 149 is effective for derivative transactions entered into or modified and for hedging relationships designated after June 30, 2003. The adoption of this standard did not have an impact on financial condition, the results of operations, or liquidity, as the Company and Bank does not have derivative or hedging instruments.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This Statement establishes standards for classifying and measuring certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. The provisions of SFAS 150 became effective June 1, 2003, for all financial instruments created or modified after May 31, 2003, and otherwise became effective as of July 1, 2003. The adoption of this standard did not have a material impact on financial condition, the results of operations, or liquidity.

In December 2003, the FASB deferred for an indefinite period the application of the guidance in SFAS 150 to noncontrolling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability in the parent's financial statements under SFAS 150. The deferral is limited to mandatorily redeemable noncontrolling interests associated with finite-lived subsidiaries. Management does not believe any such applicable entities exist as of December 31, 2003.

In December 2004, the FASB issued SFAS No. 123, "Share-Based Payment (Revised 2004)." SFAS 123R establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods or services, or (ii) incurs liabilities in exchange for goods or services that are based on the fair value of the entity s equity instruments or that may be settled by the issuance of the equity instruments. SFAS 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of the grant. SFAS 123R is effective for the Company on January 1, 2006. The Company will transition to fair value based accounting for stock-based compensation using a modified version of prospective application (modified prospective application). Under modified prospective application, as it is applicable to the Company, SFAS 123R applies to new awards and to awards modified, repurchased, or cancelled after January 1, 2006. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered (generally referring to non-vested awards) that are outstanding as of January 1, 2006 must be recognized as the remaining requisite service is rendered during the period of and/or the periods after the adoption of SFAS 123R. The attribution of compensation cost for those earlier awards will be based on the same method and on the same grant-date fair values previously determined for the pro forma disclosures required for companies that did not adopt the fair value accounting method for stock-based employee compensation. The Company expects to recognize additional pre-tax, quarterly compensation costs beginning in the first quarter of 2006 as a result of the adoption of SFAS 123R. Future levels of compensation cost recognized related to stock-based compensation awards (including the aforementioned expected costs during the period of adoption) may be impacted by new awards and/or modifications, repurchases and cancellations of existing awards before and after the adoption of this standard.

In November 2003, the FASB also issued Emerging Issues Task Force Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This statement establishes standards for accounting for and disclosure of declines in fair value below cost basis of available for sale and held to maturity investment securities. The recognition and measurement provisions were initially effective for other-than-temporary impairment evaluations in reporting periods beginning June 15, 2004. However, in September 2004, the effective date of these provisions was delayed until the finalization of a FASB Staff Position to provide additional implementation guidance.


29

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item may be found in Item 7 of Part II of this report under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation-Market Risk Management", which is incorporated herein by reference.

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.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is 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 periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner. The Company's Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this annual report, and believe that the system is effective. There have been no changes in the Company's internal control over financial reporting during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
ITEM 9B. OTHER INFORMATION

Not applicable.




30

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 2005 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. The information with respect to the Company's Audit Committee is incorporated herein by reference to the section captioned "Meetings and Committees of the Board of Directors" in the Proxy Statement. The information with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the section captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement. The information with respect to the Company's Code of Ethics is incorporated herein by reference to the section captioned "Code of Ethics" in the Proxy Statement.

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 AND RELATED STOCKHOLDER MATTERS

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. 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.


31
 
PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements.
 
Page
   
Independent Auditors Report 
F-1
Consolidated Balance Sheets as of December 31, 2004, 2003 and 2002
F-2
Consolidated Statements of Income for the Years Ended December 31, 2004, 2003 and 2002 
F-3
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2004, 2003 and 2002
F-4
Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2004, 2003 and 2002
F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002
F-6
Notes to Consolidated Financial Statements
F-8
              
                                                                 
32
                                 
             
(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
Articles of Amendment, dated October 8, 2003 (incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2003, 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)
   
3.4
By-Laws (incorporated by reference to Exhibit 3.4 to the Registrant's Quarterly Report on Form 10-Q for the Quarter ended September 30, 2003, 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
   
31.1 Rule 15d-14(a) Certification of Chief Executive Officer
   
31.2 Rule 15d-14(a) Certification of Chief Financial Officer
   
32.1 Section 1350 Certifications


 

33

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
 
 		  
 		  
 
Date: March 10, 2005 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.   President, Chief Executive Officer and Director   March 10, 2005
F. William Kuethe, Jr.        
         
 
/s/ Michael G. Livingston    Deputy Chief Executive Officer,    March 10, 2005
Michael G. Livingston   Executive Vice President, Chief    
    Operating Officer and Director    
        
/s/ John E. Porter   Senior Vice President and Chief   March 10, 2005
John E. Porter   Financial Officer    
 
/s/ John E. Demyan   Chairman of the Board and Director   March 10, 2005
John E. Demyan        
 
/s/ Shirley E. Boyer    Director   March 10, 2005
Shirley E. Boyer        
 
/s/ Thomas Clocker      Director   March 10, 2005
Thomas Clocker        
 
/s/ Alan E. Hahn   Director   March 10, 2005
Alan E. Hahn        
                                       
        Director   March __, 2005
F. W. Kuethe, III        
 
/s/ Charles Lynch    Director   March 10, 2005
Charles Lynch        
 
/s/ William N. Scherer, Sr.    Director   March 10, 2005
William N. Scherer, Sr.        
 
/s/ Karen B. Thorwarth    Director   March 10, 2005
Karen B. Thorwarth        
 
/s/ Mary Lou Wilcox    Director   March 10, 2005
Mary Lou Wilcox        


 
       
       
34
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004, 2003, and 2002, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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, 2004, 2003, and 2002, 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.
 
/s/ Trice Geary & Myers LLC

Salisbury, Maryland
January 28, 2005

F-1


Glen Burnie Bancorp and Subsidiaries
               
Consolidated Balance Sheets
 
                       
               
December 31,
  
2004
  
2003
  
2002
  
                        
               
Assets
             
Cash and due from banks
 
$
9,766,710
  
$
11,119,791
  
$
11,297,175
  
Interest-bearing deposits in other financial institutions
   
65,947
   
57,192
   
41,335
 
Federal funds sold
   
1,541,234
   
1,717,911
   
4,403,578
 
Cash and cash equivalents
   
11,373,891
   
12,894,894
   
15,742,088
 
Certificates of deposit in other financial institutions
   
--
   
--
   
100,000
 
Investment securities available for sale, at fair value
   
93,278,857
   
99,602,353
   
84,657,682
 
Investment securities held to maturity (fair value
                   
2004 $1,761,894; 2003 $3,815,855; 2002 $7,615,702)
    
1,627,190
   
3,578,754
   
7,202,369
 
Federal Home Loan Bank stock, at cost
   
919,000
   
896,400
   
703,200
 
Maryland Financial Bank stock, at cost
   
100,000
   
--
   
--
 
Common stock in the Glen Burnie Statutory Trust I
   
155,000
   
155,000
   
155,000
 
Ground rents, at cost
   
235,700
   
248,300
   
249,900
 
Loans, less allowance for credit losses
                   
2004 $2,411,894; 2003 $2,246,395; 2002 $2,514,700
   
182,291,292
   
172,819,049
   
158,286,746
 
Premises and equipment, at cost, less accumulated depreciation
   
4,030,777
   
4,219,812
   
4,143,429
 
Accrued interest receivable on loans and investment securities
   
1,484,869
   
1,575,918
   
1,547,511
 
Other real estate owned
   
50,000
   
171,882
   
413,373
 
Cash value of life insurance
   
5,483,681
   
4,782,258
   
5,024,964
 
Other assets
   
1,281,869
   
1,307,846
   
1,179,944
 
                     
Total assets
  
$
302,312,126
  
$
302,252,466
  
$
279,406,206
  
                     
Liabilities and Stockholders' Equity
                   
Liabilities:
                   
Deposits:
                   
Noninterest-bearing
  
$
73,427,366
  
$
69,648,818
  
$
59,061,977
  
Interest-bearing
    
188,246,677
   
187,259,417
   
182,357,630
 
Total deposits
   
261,674,043
   
256,908,235
   
241,419,607
 
Short-term borrowings
   
541,672
   
6,601,920
   
837,074
 
Long-term borrowings
   
7,199,708
   
7,226,501
   
7,251,489
 
Junior subordinated debentures owed to unconsolidated subsidiary trust
   
5,155,000
   
5,155,000
   
5,155,000
 
Dividends payable
   
287,938
   
236,938
   
236,291
 
Accrued interest payable on deposits
   
55,980
   
67,099
   
111,398
 
Accrued interest payable on junior subordinated debentures
   
171,518
   
171,518
   
171,518
 
Deferred income tax liabilities
   
330,583
   
792,100
   
915,314
 
Other liabilities
   
1,151,276
   
1,145,527
   
1,519,129
 
Total liabilities
    
276,567,718
   
278,304,838
   
257,616,820
 
                     
Commitments, contingencies and subsequent event
                   
                     
Stockholders' equity:
                   
Common stock, par value $1, authorized 15,000,000 shares;
                   
 issued and outstanding 2004 2,041,033 shares;
                    
2003 1,689,281 shares; 2002 1,677,173 shares
    
2,041,033
   
1,689,281
   
1,677,173
 
Surplus
   
11,169,283
   
10,861,986
   
10,637,578
 
Retained earnings
   
11,773,915
   
10,115,038
   
7,946,747
 
Accumulated other comprehensive income, net of tax
   
760,177
   
1,281,323
   
1,527,888
 
Total stockholders' equity
    
25,744,408
   
23,947,628
   
21,789,386
 
                     
Total liabilities and stockholders' equity
  
$
302,312,126
  
$
302,252,466
  
$
279,406,206
  
                     
 
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,
  
2004
 
2003
 
2002
  
                        
               
Interest income on:
              
Loans, including fees
  
$
11,203,896
  
$
11,344,040
  
$
12,336,820
  
U.S. Treasury securities
    
-
   
18,394
   
59,818
 
U.S. Government agency securities
    
2,216,554
   
1,954,437
   
2,457,585
 
State and municipal securities
    
1,769,813
   
1,749,556
   
1,206,798
 
Corporate trust preferred securities
    
358,290
   
356,740
   
341,094
 
Federal funds sold
    
59,461
   
51,141
   
93,735
 
Other
    
53,113
   
65,710
   
74,432
 
Total interest income
    
15,661,127
   
15,540,018
   
16,570,282
 
                     
Interest expense on:
                    
Deposits
    
2,611,536
   
3,276,093
   
4,212,826
 
Short-term borrowings
    
56,938
   
24,046
   
10,992
 
Long-term borrowings
    
429,484
   
430,155
   
431,884
 
Junior subordinated debentures
    
546,703
   
546,430
   
546,430
 
Total interest expense
    
3,644,661
   
4,276,724
   
5,202,132
 
                     
Net interest income
    
12,016,466
   
11,263,294
   
11,368,150
 
                     
Provision for credit losses
    
340,000
   
40,000
   
-
 
                   
Net interest income after provision for credit losses
    
11,676,466
   
11,223,294
   
11,368,150
 
                     
Other income:
                    
Service charges on deposit accounts
    
899,196
   
924,709
   
917,816
 
Other fees and commissions
    
859,539
   
781,795
   
725,421
 
Gains on investment securities, net
    
411,478
   
218,579
   
52,880
 
Income on life insurance
    
201,423
   
364,330
   
24,964
 
Curtailment gain on post-retirement benefits plan amendment
    
-
   
-
   
763,644
 
Total other income
    
2,371,636
   
2,289,413
   
2,484,725
 
                     
Other expenses:
                    
Salaries and wages
    
4,404,605
   
4,133,621
   
4,165,994
 
Employee benefits
    
1,891,244
   
1,687,775
   
1,614,284
 
Occupancy
    
684,242
   
709,122
   
589,289
 
Furniture and equipment
    
839,485
   
821,747
   
854,059
 
Other expenses
    
2,539,801
   
2,395,428
   
2,733,221
 
Total other expenses
    
10,359,377
   
9,747,693
   
9,956,847
 
                     
Income before income taxes
   
3,688,725
   
3,765,014
   
3,896,028
 
                     
Federal and state income tax expense
   
633,224
   
687,940
   
1,084,945
 
                     
Net income
 
$
3,055,501
  
$
3,077,074
  
$
2,811,083
  
                     
Basic and diluted earnings per share of common stock
  
$
1.50
  
$
1.52
  
$
1.40
  
                     
 
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,
  
2004
 
2003
 
2002
  
                        
               
Net income
 
$
3,055,501
  
$
3,077,074
  
$
2,811,083
  
                     
Other comprehensive (loss) income, net of tax
                    
Unrealized holding (losses) gains arising during the
                   
period (net of deferred (benefits) taxes 2004 ($173,611);
                    
2003 ($70,722); 2002 $1,081,0955)
    
(275,926
)
  
(112,401
)
  
1,718,218
 
Reclassification adjustment for gains included in net
                    
income (net of deferred taxes 2004 $154,291;
                    
2003 $84,415; 2002 $17,182)
    
(245,220
)
  
(134,164
)
  
(27,307
)
Total other comprehensive (loss) income
    
(521,146
)
  
(246,565
)
  
1,690,911
 
                     
Comprehensive income
 
$
2,534,355
  
$
2,830,509
  
$
4,501,994
  
                     
 
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, 2004, 2003, and 2002
 
                           
   
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
Common
 
 
 
 
 
 
 
Other
 
Total
 
 
 
Stock
 
 
 
 
 
Retained
 
Comprehensive
 
Stockholders'
 
 
 
Shares
 
Par Value
 
Surplus
 
Earnings
 
Income (Loss)
 
Equity
  
                           
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, $.42 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, net
    
-
   
-
   
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
 
                                       
Net income
    
-
   
-
   
-
   
3,077,074
   
-
   
3,077,074
 
Cash dividends, $.45 per share
    
-
   
-
   
-
   
(908,783
)
  
-
   
(908,783
)
Dividends reinvested under dividend
                                      
reinvestment plan
    
8,758
   
8,758
   
187,702
   
-
   
-
   
196,460
 
Shares issued under employee stock
                                      
purchase plan
    
3,350
   
3,350
   
42,779
   
-
   
-
   
46,129
 
Expired stock options, net
    
-
   
-
   
(6,073
)
  
-
   
-
   
(6,073
)
Other comprehensive loss, net of tax
    
-
   
-
   
-
   
-
   
(246,565
)
  
(246,565
)
                                       
Balances, December 31, 2003
    
1,689,281
   
1,689,281
   
10,861,986
   
10,115,038
   
1,281,323
   
23,947,628
 
                                       
Net income
    
-
   
-
   
-
   
3,055,501
   
-
   
3,055,501
 
Cash dividends, $.52 per share
    
-
   
-
   
-
   
(1,059,357
)
  
-
   
(1,059,357
)
Dividends reinvested under dividend
                                      
reinvestment plan
    
10,796
   
10,796
   
221,159
   
-
   
-
   
231,955
 
Shares issued under employee stock
                                      
purchase plan
    
3,689
   
3,689
   
72,673
   
-
   
-
   
76,362
 
Stock split effected in form of 20%
                                      
stock dividend
    
337,267
   
337,267
   
-
   
(337,267
)
  
-
   
-
 
Vested stock options, net
    
-
   
-
   
13,465
   
-
   
-
   
13,465
 
Other comprehensive loss, net of tax
    
-
   
-
   
-
   
-
   
(521,146
)
  
(521,146
)
                                     
Balances, December 31, 2004
    
2,041,033
 
$
2,041,033
  
$
11,169,283
  
$
11,773,915
  
$
760,177
  
$
25,744,408
  
                                       
 
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,
  
2004
 
2003
 
2002
  
                        
               
Cash flows from operating activities:
              
Net income  
  
$
3,055,501
  
$
3,077,074
  
$
2,811,083
  
Adjustments to reconcile net income to net
                    
cash provided by operating activities
                    
Depreciation, amortization, and accretion
    
828,444
   
1,503,805
   
1,241,007
 
Compensation expense (income) from vested stock options, net
    
13,465
   
(6,073
)
  
38,405
 
Provision for credit losses
    
340,000
   
40,000
   
-
 
Losses on other real estate owned
    
7,372
   
6,491
   
6,789
 
Deferred income (benefits) taxes, net
    
(133,613
)
  
31,925
   
278,768
 
(Gains) losses on disposals of assets, net
    
(409,211
)
  
(216,776
)
  
14,429
 
Income on investment in life insurance
    
(201,423
)
  
(364,330
)
  
(24,964
)
Changes in assets and liabilities:
                    
Decrease (increase) in accrued interest receivable
    
91,049
   
(28,407
)
  
(20,493
)
Decrease (increase) in other assets
    
5,663
   
(79,638
)
  
(209,838
)
Decrease in accrued interest payable
    
(11,119
)
  
(44,299
)
  
(43,776
)
Increase (decrease) in other liabilities
    
5,749
   
(373,602
)
  
(840,072
)
                     
Net cash provided by operating activities
    
3,591,877
   
3,546,170
   
3,251,338
 
                     
Cash flows from investing activities:
                    
Maturities of held to maturity mortgage-backed securities
    
952,233
   
3,119,394
   
3,179,978
 
Maturities of other held to maturity investment securities
    
1,000,000
   
499,732
   
6,134,713
 
Maturities of available for sale mortgage-backed securities
    
6,984,287
   
22,500,165
   
12,624,980
 
Maturities of other available for sale investment securities
    
3,229,796
   
718,025
   
2,044,232
 
Sales of available for sale debt securities
    
18,345,056
   
10,994,980
   
4,989,082
 
Purchases of available for sale mortgage-backed securities
    
(18,214,141
)
  
(33,252,275
)
  
(30,417,008
)
Purchases of other available for sale investment securities
    
(4,651,079
)
  
(16,928,577
)
  
(16,085,767
)
Purchase of FHLB stock
    
(22,600
)
  
(193,200
)
  
(50,900
)
Purchase of MFB stock
    
(100,000
)
  
-
   
-
 
Maturity of certificate of deposit
    
-
   
100,000
   
-
 
Proceeds from life insurance
    
-
   
607,034
   
-
 
Purchase of life insurance contracts
    
(500,000
)
  
-
   
(5,000,000
)
(Increase) decrease in loans, net
    
(9,697,733
)
  
(14,572,303
)
  
6,282,506
 
Proceeds from sales of other real estate
    
-
   
235,000
   
-
 
Purchases of premises and equipment
    
(417,426
)
  
(784,278
)
  
(904,507
)
                     
Net cash used by investing activities
    
(3,091,607
)
  
(26,956,303
)
  
(17,202,691
)
                     
Cash flows from financing activities:
                    
Increase in noninterest-bearing deposits, NOW
                    
accounts, money market accounts, and savings accounts, net
    
3,778,548
   
20,933,258
   
9,587,004
 
Increase (decrease) in time deposits, net
    
987,260
   
(5,444,630
)
  
2,525,885
 
(Decrease) increase in short-term borrowings
    
(6,060,248
)
  
5,764,846
   
(45,334
)
Repayments of long-term borrowings
    
(26,793
)
  
(24,988
)
  
(23,302
)
Cash dividends paid
    
(1,008,357
)
  
(908,136
)
  
(793,915
)
Common stock dividends reinvested
    
231,955
   
196,460
   
180,070
 
Issuance of common stock
    
76,362
   
46,129
   
42,205
 
                     
Net cash (used) provided by financing activities
    
(2,021,273
)
  
20,562,939
   
11,472,613
 
                     
Decrease in cash and cash equivalents
    
(1,521,003
)
  
(2,847,194
)
  
(2,478,740
)
                     
Cash and cash equivalents, beginning of year
    
12,894,894
   
15,742,088
   
18,220,828
 
                     
Cash and cash equivalents, end of year
  
$
11,373,891
  
$
12,894,894
  
$
15,742,088
  
                     
 
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,
  
2004
 
2003
 
2002
  
                         
               
Supplementary Cash Flow Information:
              
Interest paid
  
$
3,655,780
  
$
4,321,023
  
$
5,245,908
  
Income taxes paid
    
908,812
   
689,087
   
712,844
 
Total (decrease) increase in unrealized (depreciation)
                    
appreciation on available for sale securities
    
(849,050
)
  
(401,702
)
  
2,754,826
 
                     
 
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 (“Bancorp” or “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 21) 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, net of tax. 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”) and Maryland Financial Bank (“MFB”) stocks are equity interests that do not necessarily have readily determinable fair values for purposes of Statement of Financial Accounting Standards (“SFAS”) No 115, Accounting for Certain Investments in Debt and Equity Securities, because their ownership is restricted and they lack 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 ninety 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 loan losses is maintained at a level believed adequate by management to absorb probable losses inherent in the loan portfolio and is based on the size and current risk characteristics of the loan portfolio, an assessment of individual problem loans and actual loss experience, current economic events in specific industries and geographical areas, including unemployment levels, and other pertinent factors, including regulatory guidance and general economic conditions. Determination of the allowance is inherently subjective as it requires significant estimates, including the amounts and timing of expected future cash flows on impaired loans, estimated losses on pools of homogeneous loans based on historical loss experience, and consideration of current economic trends, all of which may be susceptible to significant change. Loan losses are charged off against the allowance, while recoveries of amounts previously charged off are credited to the allowance. A provision for loan losses is charged to operations based on management’s periodic evaluation of the factors previously mentioned, as well as other pertinent factors. Evaluations are conducted at least quarterly and more often if deemed necessary.

The allowance for loan losses consists of an allocated component and an unallocated component. The components of the allowance for loan losses represent an estimation done pursuant to either SFAS No 5, Accounting for Contingencies, or SFAS No 114. The allocated component of the allowance for loan losses reflects expected losses resulting from analyses developed through specific credit allocations for individual loans and historical loss experience for each loan category. The specific credit allocations are based on regular analyses of all loans over a fixed-dollar amount where the internal credit rating is at or below a predetermined classification. The historical loan loss element is determined statistically using a loss migration analysis that examines loss experience and the related internal gradings of loans charged off. The loss migration analysis is performed quarterly and loss factors are updated regularly based on actual experience. The allocated component of the allowance for loan losses also includes consideration of concentrations and changes in portfolio mix and volume.

The unallocated portion of the allowance reflects management’s estimate of probable inherent but undetected losses within the portfolio due to uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, the difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors. In addition, the unallocated allowance includes a component that explicitly accounts for the inherent imprecision in loan loss migration models. The historical losses used in the migration analysis may not be representative of actual unrealized losses inherent in the portfolio.


F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies (continued)

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 2004, 2003, or 2002. The Bank financed no sales of OREO for 2004, 2003, or 2002.

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 $503,802, $449,337, and $394,872 at December 31, 2004, 2003, and 2002, respectively. Amortization expense totaled $54,465 for each of the years ended December 2004, 2003, and 2002.

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. 144, Accounting for the Impairment or Disposal of Long-Lived Asset. As of December 31, 2004, 2003, and 2002, certain loans existed which management considered impaired (See Note 4); in addition, in 2002 certain long-lived assets were deemed to be impaired also (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.

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1. Summary of Significant Accounting Policies (continued)

Temporary differences which give rise to deferred tax benefits relate principally to deferred compensation and benefit plans, allowance for credit losses, and reserve for unfunded commitments.

Temporary differences which give rise to deferred tax liabilities relate principally to accumulated depreciation, allowance for credit losses, accumulated securities discount accretion, and 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, 2004, the Bank had deposits and Federal funds sold with a separate financial institution of approximately $2,053,000.

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.

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. 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.

The Company expects to adopt the provisions of SFAS No. 123R on January 1, 2006. Among other things, SFAS No. 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of the grant. SFAS No. 123R is effective for the Company on January 1, 2006 (See Note 20).

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 $5,684,000, $4,901,000, and $4,196,000 during the years ended December 31, 2004, 2003, and 2002, respectively.
 
F-11
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3. Investment Securities
 
Investment securities are summarized as follows:
 
 
  
 
 
Gross
 
Gross
 
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
 
December 31, 2004
 
Cost
 
Gains
 
Losses
 
Value
  
                   
 Available for sale:
                  
U.S. Government agencies
  
$
12,511,877
  
$
93,242
  
$
487,504
  
$
12,117,615
  
State and municipal
    
35,956,838
   
1,237,281
   
88,450
   
37,105,669
 
Corporate trust preferred
    
5,008,127
   
459,840
   
-
   
5,467,967
 
Mortgage-backed
    
38,563,539
   
187,391
   
163,324
   
38,587,606
 
   
$
92,040,381
  
$
1,977,754
  
$
739,278
  
$
93,278,857
  
                           
Held to maturity:
                          
State and municipal
  
$
682,945
  
$
71,933
  
$
-
  
$
754,878
  
Mortgage-backed
    
944,245
   
62,771
   
-
   
1,007,016
 
   
$
1,627,190
  
$
134,704
  
$
-
  
$
1,761,894
  
                           

 
 
 
 
Gross
 
Gross
 
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
 
December 31, 2003
 
Cost
 
Gains
 
Losses
 
Value
 
                   
Available for sale:
                  
U.S. Government agencies
  
$
13,066,518
  
$
382,806
  
$
214,216
  
$
13,235,108
  
State and municipal
    
42,941,347
   
1,342,191
   
74,432
   
44,209,106
 
Corporate trust preferred
    
5,025,537
   
495,725
   
1,419
   
5,519,843
 
Mortgage-backed
    
36,481,430
   
361,884
   
205,018
   
36,638,296
 
   
$
97,514,832
  
$
2,582,606
  
$
495,085
  
$
99,602,353
  
                           
                           
Held to maturity:
                          
U.S. Government agencies
  
$
1,000,000
  
$
48,293
  
$
-
  
$
1,048,293
  
State and municipal
    
682,817
   
66,133
   
-
   
748,950
 
Mortgage-backed
    
1,895,937
   
122,675
   
-
   
2,018,612
 
   
$
3,578,754
  
$
237,101
  
$
-
  
$
3,815,855
  
 
                          


F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3. Investment Securities (continued)

 
  
 
 
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 agencies
    
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 agencies
  
$
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
  
 
The gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2004 are as follows:
 
Securities available for sale:
 
                         
   
Less than 12 months
 
12 months or more
 
Total
 
 
 
 
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
Fair
 
Unrealized
 
 
 
Value
 
Loss
 
Value
 
Loss
 
Value
 
Loss
 
                         
Obligations of U.S. Government agencies
  
$
3,471,719
  
$
24,504
  
$
1,537,000
  
$
463,000
  
$
5,008,719
  
$
487,504
  
State and Municipal
    
3,531,704
   
45,151
   
1,989,067
   
43,299
   
5,520,771
   
88,450
 
Mortgaged-backed
    
12,162,333
   
84,458
   
3,563,678
   
78,866
   
15,726,011
   
163,324
 
   
$
19,165,756
  
$
154,113
  
$
7,089,745
  
$
585,165
  
$
26,255,501
  
$
739,278
  
                                       
 
Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain is investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Management has the ability and intent to hold the securities classified as held to maturity until they mature, at which time the Company will receive full value for the securities. Furthermore, as of December 31, 2004, management also had the ability and intent to hold the securities classified as available for sale for a period of time sufficient for a recovery of cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of December 31,
 
F-13
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3. Investment Securities (continued)

2004, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Company’s consolidated income statement.

Contractual maturities of investment securities at December 31, 2004, 2003, and 2002 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, 2004
 
Cost
 
Value
 
Cost
 
Value
 
                   
Due within one year
  
$
2,874,617
  
$
2,893,275
  
$
-
  
$
-
  
Due over one to five years
    
7,894,560
   
8,011,579
   
-
   
-
 
Due over five to ten years
    
17,111,432
   
17,210,406
   
-
   
-
 
Due over ten years
    
25,596,233
   
26,575,991
   
682,945
   
754,878
 
Mortgage-backed, due in monthly installments
    
38,563,539
   
38,587,606
   
944,245
   
1,007,016
 
   
$
92,040,381
  
$
93,278,857
  
$
1,627,190
  
$
1,761,894
  
                           
 
   
Available for Sale
 
Held to Maturity
 
 
 
Amortized
 
Fair
 
Amortized
 
Fair
 
December 31, 2003
 
Cost
 
Value
 
Cost
 
Value
 
                   
Due within one year
  
$
1,145,360
  
$
1,160,318
  
$
1,000,000
  
$
1,048,293
  
Due over one to five years
    
11,310,601
   
11,774,429
   
-
   
-
 
Due over five to ten years
    
17,628,071
   
17,797,250
   
-
   
-
 
Due over ten years
    
30,949,370
   
32,232,060
   
682,817
   
748,950
 
Mortgage-backed, due in monthly installments
    
36,481,430
   
36,638,296
   
1,895,937
   
2,018,612
 
   
$
97,514,832
  
$
99,602,353
  
$
3,578,754
  
$
3,815,855
  
                           
 
 
  
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
  


F-14
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 3. Investment Securities (continued)

Proceeds from sales of available for sale securities prior to maturity totaled $18,345,056, $10,994,980, and $4,989,082 for the years ended December 31, 2004, 2003, and 2002, respectively. The Bank realized gains of $483,760 and losses of $72,282 on those sales for 2004. The Bank realized gains of $220,034 and losses of $1,455 on those sales for 2003. The Bank realized gains of $52,943 and losses of $63 on those sales for 2002. Realized gains and losses were calculated based on the amortized cost of the securities at the date of trade. Income tax expense relating to net gains on sales of investment securities totaled $158,913, $84,415, and $20,422 for the years ended December 31, 2004, 2003, and 2002, 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:

   
2004
 
2003
 
2002
  
Mortgage:
              
Residential
  
$
71,038,619
  
$
64,470,867
  
$
49,572,269
  
Commercial
    
31,982,864
   
28,525,381
   
31,584,086
 
Construction and land development
    
2,080,178
   
3,112,105
   
2,337,489
 
Demand and time
    
5,617,982
   
6,113,311
   
5,374,283
 
Installment
    
74,902,306
   
73,824,338
   
72,780,383
 
   
185,621,949
   
176,046,002
   
161,648,510
 
Unearned income on loans
    
(918,763
)
  
(980,558
)
  
(847,064
)
   
184,703,186
   
175,065,444
   
160,801,446
 
Allowance for credit losses
    
(2,411,894
)
  
(2,246,395
)
  
(2,514,700
)
   
$
182,291,292
  
$
172,819,049
  
$
158,286,746
  
                     
 
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 $55,703,000, $53,833,000, and $52,795,000 of such loans at December 31, 2004, 2003, and 2002, 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, 2004, 2003, and 2002, the amounts of such loans outstanding totaled $1,443,878, $1,998,843, and $1,244,758, respectively. During 2004, loan additions and repayments totaled $587,471 and $1,142,436, respectively.


F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4. Loans (continued)
 
Loans on which the accrual of interest has been discontinued totaled $598,162, $572,282, and $571,057 at December 31, 2004, 2003, and 2002, respectively. Interest that would have been accrued under the terms of these loans totaled $46,751, $56,882, and $9,188 for the years ended December 31, 2004, 2003, and 2002, respectively.
 
The allowance for credit losses is as follows:

   
2004
 
2003
 
2002
  
   
 
  
 
  
 
  
Balance, beginning of year
  
$
2,246,395
  
$
2,514,700
  
$
2,938,455
  
Provision for credit losses
    
340,000
   
40,000
   
-
 
Recoveries
    
377,213
   
449,909
   
306,332
 
Loans charged off
    
(551,714
)
  
(758,214
)
  
(730,087
)
Balance, end of year
  
$
2,411,894
  
$
2,246,395
  
$
2,514,700
  
 
Information regarding loans classified by the Bank as impaired is summarized as follows:
 
   
2004
  
2003
 
2002
  
               
Loans classified as impaired
  
$
490,656
  
$
425,458
  
$
355,489
  
                   
Allowance for credit losses on impaired loans 
    
116,160
   
154,923
   
109,310
 
Average balance of impaired loans
    
461,400
   
288,180
   
175,609
 
                     
 
Following is a summary of cash receipts on impaired loans and how they were applied:
 
                     
Cash receipts applied to reduce principal balance
  
$
27,630
  
$
64,490
  
$
19,381
  
Cash receipts recognized as interest income
    
27,190
   
20,945
   
8,454
 
Total cash receipts
  
$
54,820
  
$
85,435
  
$
27,835
  

At December 31, 2004, the recorded investment in new troubled debt restructurings totaled $94,783. The average recorded investment in troubled debt restructurings totaled $96,624 for the year ended December 31, 2004. The allowance for credit losses relating to troubled debt restructurings totaled $31,436 at December 31, 2004. The Bank recognized $8,015 in interest income on troubled debt restructurings for cash payments received in 2004. All prior investments in troubled debt were performing under the terms of the modified agreements, with the exception of one credit relationship classified as impaired in the amount of $173,010 as of December 31, 2004.

No troubled debt restructurings transpired in 2003.

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.

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


F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5. Premises and Equipment

A summary of premises and equipment is as follows:

   
Useful
 
 
 
 
 
 
 
 
 
lives
 
2004
 
2003
 
2002
  
                   
Land
        
$
684,977
  
$
684,977
  
$
684,977
  
Buildings
    
5-50 years
    
4,437,516
   
4,399,730
   
4,166,210
 
Equipment and fixtures
    
5-30 years
    
5,248,830
   
5,062,486
   
5,304,871
 
Construction in progress
          
298,480
   
282,341
   
622,587
 
           
10,669,803
   
10,429,534
   
10,778,645
 
Accumulated depreciation
          
(6,639,026
)
  
(6,209,722
)
  
(6,012,629
)
         
$
4,030,777
  
$
4,219,812
  
$
4,766,016
  
                           
 
Construction in progress at December 31, 2004 relates primarily to certain computer hardware and software upgrades in the main office and leasehold improvements and equipment and fixtures in the new Linthicum branch.

Depreciation expense totaled $469,633, $453,967, and $508,301 for the years ended December 31, 2004, 2003, and 2002, respectively. Amortization of software and intangible assets totaled $167,474, $205,461, and $190,493 for the years ended December 31, 2004, 2003, and 2002, respectively.

The Bank leases its South Crain Highway and Severna Park branches. Minimum lease obligations under the South Crain Highway branch are $115,400 per year through September 2009, 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 $125,198, $106,928, and $117,929 for the years ended December 31, 2004, 2003, and 2002, respectively.

In January 2005, the Bank opened its new Linthicum branch and entered into an operating lease agreement. Minimum lease obligations under this arrangement are $90,000 per year through December 2014, adjusted annually on a pre-determined basis, with one ten year extension option. The Bank is also required to pay all maintenance costs under this leasing arrangement.

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 20), relating to the estimated future lease and maintenance obligations. All expenses were included in other operating expenses for 2002 (see Note 14).

Note 6. Short-term borrowings
 
Short-term borrowings are as follows:
 
   
2004
  
2003
  
2002
  
               
Notes payable - U.S. Treasury
  
$
541,672
  
$
401,920
  
$
837,074
  
FHLB
   
-
   
6,200,000
   
-
 
   
$
541,672
  
$
6,601,920
  
$
837,074
  

F-17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
Note 6. Short-term borrowings (continued)

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. This arrangement is secured by investment securities with an amortized cost of approximately $1,000,000 at December 31, 2004, 2003, and 2002.

The Bank owned 9,190 shares of common stock of the FHLB at December 31, 2004. The Bank is required to maintain an investment of .2% of total assets, adjusted annually, plus 4.5% of total advances, adjusted for advances and repayments. This investment was a condition for obtaining a variable rate, 2.24% at December 31, 2004, credit facility with the FHLB. The credit available under this facility is determined at 12% of the Bank’s total assets, or approximately $36,200,000 at December 31, 2004. Long-term advances totaled $7,000,000 under this credit arrangement at December 31, 2004 (see Note 7). This credit facility is secured by a floating lien on the Bank’s residential mortgage loan portfolio. Average short-term borrowings under this facility approximated $3,605,000, $1,555,000 and $233,000 for 2004, 2003, and 2002, respectively.

The Bank also has available $5,000,000 in a short-term credit facility, an unsecured line of credit, from another bank for short-term liquidity needs, if necessary. No outstanding borrowings existed under this credit arrangement at December 31, 2004, 2003, and 2002.

Note 7. Long-term Borrowings

Long-term borrowings are as follows:

   
2004
 
2003
 
2002
  
               
             
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
    
199,708
   
226,501
   
251,489
 
   
$
7,199,708
  
$
7,226,501
  
$
7,251,489
  
                     
The Federal Home Loan Bank of Atlanta convertible advance matures in September 2010, with interest at 5.84%, payable quarterly. 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.

At December 31, 2004, the scheduled maturities of long-term borrowings are approximately as follows:
 
   
2004
  
       
2005
  
$
29,000
  
2006
    
31,000
 
2007
    
33,000
 
2008
    
35,000
 
2009
    
38,000
 
2010
    
7,034,000
 
   
$
7,200,000
  


F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 8. Junior Subordinated Debentures owed to Unconsolidated Subsidiary Trust

The Bancorp sponsored a trust, Glen Burnie Statutory Trust I, of which 100% of the common equity is owned by the Company. The trust was formed for the purpose of issuing Company-obligated mandatorily redeemable capital securities (the capital securities) to third-party investors and investing the proceeds from the sale of such capital securities solely in junior subordinated debt securities of the Company (the debentures). The debentures held by the trust are the sole assets of that trust. Distributions on the capital securities issued by the trust are payable semi-annually at a 10.6% rate per annum equal to the interest rate being earned by the trust on the debentures held by that trust. The capital securities are subject to mandatory redemption, in whole or in part, upon repayment of the debentures. The Company has entered into agreements which, taken collectively, fully and unconditionally guarantee the capital securities subject to the terms of each of the guarantees. The debentures held by the trust carry non-call provisions over the first 10 year period, and a declining 10 year premium call thereafter. Both the capital securities of the statutory trust and the junior subordinated debentures are scheduled to mature on September 7, 2030, unless called by the Bancorp not earlier than September 7, 2010.

In the third quarter of 2003, as a result of applying the provisions of FIN 46, governing when an equity interest should be consolidated, the Company was required to deconsolidate this subsidiary trust from its financial statements since the trust is considered a variable interest entity for which the Company is not the primary beneficiary. The deconsolidation of the net assets and results of operations of the trust had no impact on the Company’s financial statements or liquidity position since the Company continues to be obligated to repay the debentures held by the trust and guarantees repayment of the capital securities issued by the trust. The consolidated debt obligation related to the trust is $5,155,000 of which $155,000 relates to the Bancorp’s common ownership interest in the trust.

Despite the fact that Trust I is not included in the Company’s consolidated financial statements, the $5.0 million in trust preferred securities issued by the trust are included in the Tier 1 capital of the Bank for regulatory capital purposes as allowed by the Federal Reserve Board. In May 2004, the Federal Reserve Board proposed a rule that would continue to allow the inclusion of trust preferred securities issued by unconsolidated subsidiary trusts in Tier 1 capital, but with stricter quantitative limits. Under the proposal, after a three-year transition period, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. Bank holding companies with significant international operations would generally be expected to limit trust preferred securities and certain other capital elements to 15% of Tier 1 capital elements, net of goodwill. Based on the proposed rule, the Company expects to include all of its $5.0 million in trust preferred securities in Tier 1 capital. However, the provisions of the final rule could significantly differ from those proposed and there can be no assurance that the Federal Reserve Board will not further limit the amount of trust preferred securities permitted to be included in Tier 1 capital for regulatory capital purposes. The trust preferred securities could be redeemed without penalty if they were no longer permitted to be included in Tier 1 capital.

Note 9. Deposits
 
Major classifications of interest-bearing deposits are as follows:

   
2004
 
2003
 
2002
  
             
NOW and SuperNOW
  
$
27,089,844
  
$
28,400,505
  
$
24,071,173
  
Money Market
    
20,208,804
   
20,144,401
   
19,889,727
 
Savings
    
57,664,694
   
53,378,579
   
47,616,167
 
Certificates of Deposit, $100,000 or more
    
16,556,548
   
15,649,757
   
17,698,559
 
Other time deposits
    
66,726,787
   
69,686,175
   
73,082,004
 
   
$
188,246,677
  
$
187,259,417
  
$
182,357,630
  
                     

F-19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
Note 9. Deposits (continued)

Interest expense on deposits is as follows:
 
   
2004
  
2003
  
2002
  
               
NOW and SuperNOW
  
$
31,465
  
$
42,980
  
$
64,644
  
Money Market
    
84,385
   
104,546
   
186,059
 
Savings
    
236,550
   
241,429
   
431,320
 
Certificates of Deposit, $100,000 or more
    
424,710
   
584,996
   
684,691
 
Other time deposits
    
1,834,426
   
2,302,142
   
2,846,112
 
   
$
2,611,536
  
$
3,276,093
  
$
4,212,826
  
                     
 
At December 31, 2004, the scheduled maturities of time deposits are approximately as follows:
 
   
 2004
  
        
2005
  
$
39,905,000
  
2006
    
20,227,000
 
2007
    
10,775,000
 
2008
    
5,366,000
 
2009
    
4,397,000
 
2010 and thereafter
    
2,614,000
 
   
$
83,284,000
  
         
Deposit balances of executive officers and directors and their affiliated interests totaled approximately $1,309,000, $1,048,000, and $1,058,000 at December 31, 2004, 2003, and 2002, respectively.

The Bank had no brokered deposits at December 31, 2004, 2003, and 2002.

Note 10. Income Taxes
 
The components of income tax expense for the years ended December 31, 2004, 2003, and 2002 are as follows:

   
2004
 
2003
 
2002
 
Current:
              
Federal
  
$
660,981
  
$
561,686
  
$
739,995
  
State
    
105,856
   
94,330
   
66,182
 
Total current
    
766,837
   
656,016
   
806,177
 
Deferred income taxes (benefits):
                    
Federal
    
(111,600
)
  
26,453
   
229,215
 
State
    
(22,013
)
  
5,471
   
49,553
 
Total deferred
    
(133,613
)
  
31,924
   
278,768
 
Income tax expense
  
$
633,224
  
$
687,940
  
$
1,084,945
  
                     

F-20
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Income Taxes (continued)

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, 2004, 2003, and 2002 is as follows:
 
   
2004
 
2003
 
2002
  
   
 
  
 
  
 
  
Income before income taxes
  
$
3,688,725
  
$
3,765,014
  
$
3,896,028
  
                     
Taxes computed at Federal income tax rate
  
$
1,254,167
  
$
1,280,105
  
$
1,324,650
  
Increase (decrease) resulting from:
                    
Tax-exempt income
    
(648,864
)
  
(693,992
)
  
(408,130
)
State income taxes, net of Federal income tax benefit
    
55,336
   
65,869
   
108,518
 
Other
    
(27,415
)
  
35,958
   
59,907
 
Income tax expense
  
$
633,224
  
$
687,940
  
$
1,084,945
  
                     
The components of the net deferred income tax liabilities as of December 31, 2004, 2003, and 2002 are as follows:
 
   
2004
 
2003
 
2002
  
 
              
Deferred income tax benefits:
              
Accrued deferred compensation and benefit plan obligations
  
$
57,807
  
$
80,173
  
$
105,359
  
Allowance for credit losses
    
140,771
   
-
   
-
 
Other real estate owned
    
-
   
-
   
32,375
 
Reserve for unfunded commitments
    
57,930
   
57,930
   
57,930
 
Total deferred income tax benefits
    
256,508
   
138,103
   
195,664
 
                     
Deferred income tax liabilities:
                    
Accumulated depreciation
    
76,244
   
71,052
   
61,016
 
Allowance for credit losses
    
-
   
8,235
   
45,650
 
Accumulated securities discount accretion
    
32,547
   
44,713
   
42,972
 
Net unrealized appreciation on investment securities available for sale
    
478,300
   
806,203
   
961,340
 
Total deferred income tax liabilities
    
587,091
   
930,203
   
1,110,978
 
Net deferred income tax liabilities
  
$
(330,583
)
$
(792,100
)
$
(915,314
)

Note 11. Pension and Profit Sharing Plans 

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 an existing safe harbor accrual as a result of a prior termination of a defined benefit pension plan, totaled $182,581, $188,995, and $188,470 for the years ended December 31, 2004, 2003 and 2002, respectively. Beginning in 2004, the Bank is also accruing additional contributions under this plan, as the safe harbor accrual is exhausted. These additional contributions, included in employee benefit expense, totaled $210,000 for the year ended December 31, 2004. The Bank is also making additional contributions under this plan to certain employees whose retirement funds were negatively affected by the termination of a defined benefit pension plan. These additional contributions, included

F-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
Note 11. Pension and Profit Sharing Plans (continued)

in employee benefit expense, totaled $60,182, $76,189, and $103,476 for the years ended December 31, 2004, 2003, and 2002, respectively. As of December 31, 2004, the Bank has accrued approximately $284,000 relating to the current year accrual and the additional contributions to adversely 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 $357,138, $362,978, and $359,914 for the years ended December 31, 2004, 2003, and 2002, respectively.
 
Note 12. 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 to the extent of the Bank’s monthly payments of insurance premiums, which totaled $122,664, $87,538, and $59,316 for the years ended December 31, 2004, 2003, and 2002, respectively.

The following table sets forth the financial status of the plan at December 31, 2004, 2003, and 2002:
 
   
2004
  
2003
  
2002
  
Accumulated post-retirement benefit obligation:
                    
Retirees
  
$
268,168
  
$
261,119
  
$
269,955
  
Unrecognized net (loss) gain
    
(118,489
)
  
(53,526
)
  
2,857
 
Accrued post-retirement benefit cost
  
$
149,679
  
$
207,593
  
$
272,812
  
                     

Net post-retirement benefit expense for the years ended December 31, 2004, 2003, and 2002 includes the following:
 
   
2004
 
2003
 
2002
  
                     
Interest cost
  
$
23,854
  
$
21,280
  
$
20,096
  
Amortization of net gain
    
40,896
   
1,039
   
-
 
Net post-retirement benefit expense
  
$
64,750
  
$
22,319
  
$
20,096
  
                     
Assumptions used in the accounting for net post-retirement benefit expense were as follows:

   
2004
  
2003
  
2002
  
               
Health care cost trend rate
    
5.0
%
  
5.0
%
  
5.0
%
Discount rate
    
6.5
%
  
6.5
%
  
6.5
%


F-22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 

Note 12. Post-Retirement Health Care Benefits (continued)

If the assumed health cost trend rate were increased to 6% for 2004, 2003, and 2002, the total of the service and interest cost components of net periodic post-retirement health care benefit cost would increase by $220, $294, and $369 for the years ended December 31, 2004, 2003, and 2002, respectively, and the accumulated post-retirement benefit obligation would increase to $64,970, $22,613, and $20,465 as of December 31, 2004, 2003, and 2002, respectively.

Note 13. Other Benefit Plans
 
During the fourth quarter of 2002, the Bank purchased life insurance contracts on several officers and is the sole owner and beneficiary of the policies. Cash value totaled $5,483,681, $4,782,258, and $5,024,964 at December 31, 2004, 2003, and 2002, respectively. Income on their insurance investment totaled $201,423, $364,330, and $24,964 for 2004, 2003, and 2002, respectively, including a gain of approximately $117,000 attributable to the death of its Executive Vice President during 2003.

The Bank has an unfunded grantor trust, as part of a change in control severance plan, covering substantially all employees (See Note 15). 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.

Note 14. Other Operating Expenses
 
Other operating expenses include the following:

   
2004
  
2003
  
2002
  
               
Professional services
 
$
430,301
  
$
475,565
  
$
533,194
  
Stationery, printing and supplies
    
229,806
   
221,453
   
226,127
 
Postage and delivery
    
232,742
   
216,410
   
256,080
 
FDIC assessment
    
36,972
   
37,852
   
38,015
 
Directors fees and expenses
    
194,901
   
134,020
   
142,762
 
Marketing
   
220,899
   
197,768
   
212,470
 
Data processing
    
123,782
   
158,365
   
144,580
 
Correspondent bank services
    
81,668
   
77,833
   
76,508
 
Telephone
    
117,228
   
135,588
   
142,703
 
Liability insurance
    
94,370
   
98,945
   
116,121
 
Losses and expenses on real estate owned (OREO)
    
551
   
21,544
   
7,157
 
Asset impairment losses on branch closures and related exit expenses                    
(see Note 5)
    
-
   
-
   
141,647
 
Other ATM expense
    
251,688
   
201,614
   
151,654
 
Other
    
524,893
   
418,471
   
544,203
 
   
$
2,539,801
  
$
2,395,428
  
$
2,733,221
  


F-23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 


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 made payments over four years totaling $675,510.

For the years ended December 31, 2004, 2003, and 2002, the Company made payments totaling $0, $0, and $131,378, respectively, relating to the standstill agreement. This payment is 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.

Outstanding loan commitments, unused lines of credit and letters of credit are as follows:

   
2004
 
2003
 
2002
  
Loan commitments:
              
Construction and land development
  
$
3,150,000
  
$
-
  
$
357,000
  
Other mortgage loans
    
1,137,500
   
2,082,250
   
3,422,912
 
   
$
4,287,500
  
$
2,082,250
  
$
3,779,912
  
Unused lines of credit:
                    
Home-equity lines
  
$
6,297,160
  
$
4,668,479
  
$
4,288,833
  
Commercial lines
    
10,550,804
   
8,500,927
   
9,272,579
 
Unsecured consumer lines
    
836,377
   
982,715
   
841,400
 
   
$
17,684,341
  
$
14,152,121
  
$
14,402,812
  
Letters of credit:
  
$
723,134
  
$
772,731
  
$
891,549
  

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.

F-24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 

Note 16. Commitments and Contingencies (continued)

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, 2004, the Bank has accrued $150,000 for unfunded commitments related to these financial instruments with off balance sheet risk, which is included in other liabilities.

Note 17. 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 $5,633,000, $4,993,000, and $3,462,000 at December 31, 2004, 2003, and 2002, respectively, based on the earnings restrictions and minimum capital ratio requirements noted below.

Employee stock purchase benefit plans:

The Company has a stock-based compensation plan, which is described below. The Bank applies APB No. 25 and related Interpretations in accounting for this plan. Net compensation cost (benefit) of $13,465, ($6,073), and $38,405 have been recognized in the accompanying consolidated financial statements in 2004, 2003, and 2002, 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.

The Company expects to adopt the provisions of SFAS No. 123, Share-Base Payment (Revised 2004), on January 1, 2006. Among other things, SFAS No. 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of grant.

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 85% of the fair market value of the stock on the date of grant. 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:

F-25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 

Note 17. Stockholders’ Equity (continued)
 
   
 
 
Grant
 
 
 
Shares
 
Price
  
           
Outstanding December 31, 2001
    
-
       
               
Granted on May 17, 2002, expiring August 13, 2003
    
9,318
 
$
11.48
  
Exercised
    
(3,678
)
      
Expired
    
(174
)
$
11.48
  
               
Outstanding December 31, 2002
    
5,466
       
               
Exercised
    
(4,020
)
$
11.48
  
Expired
    
(1,446
)
$
11.48
  
               
Outstanding December 31, 2003
    
-
       
               
Granted on January 7, 2004, expiring December 15, 2004
    
7,944
 
$
20.70
  
Exercised
    
(3,689
)
      
Expired
    
(4,255
)
$
20.70
  
Outstanding December 31, 2004
    
-
       

At December 31, 2004 shares of common stock reserved for issuance under the plan totaled 38,487.

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 2004, 2003, and 2002, shares of common stock purchased under the plan totaled 10,796, 8,758, and 10,548, respectively. At December 31, 2004, shares of common stock reserved for issuance under the plan totaled 151,124.

The Board of Directors may suspend or discontinue the plan at its discretion.

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.

There was no activity under this plan for the years ended December 31, 2004, 2003, and 2002.

At December 31, 2004, shares of common stock reserved for issuance under the plan totaled 217,999.

F-26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
Note 17. Stockholders’ Equity (continued)

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, 2004, 2003, and 2002, that both the Company and Bank meet all capital adequacy requirements to which they are subject.

As of December 31, 2004, 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.

As discussed in Note 8, the capital securities held by the Glen Burnie Statutory Trust I qualifies as Tier 1 capital for the Company under Federal Reserve Board guidelines. As a result of the issuance of FIN 46, the Federal Reserve Board is currently evaluating whether deconsolidation of the trust will affect the qualification of the capital securities as Tier 1 capital for regulatory purposes. If it is later determined that the capital securities no longer qualify as Tier 1 capital, the effect of such a change may be material.


F-27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 

Note 17. Stockholders’ Equity (continued)

A comparison of capital as of December 31, 2004, 2003, and 2002 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, 2004
                           
Total Capital
                          
(to Risk Weighted Assets)
                           
Company
  
$
32,416,000
    
16.4
%
$
15,813,000
    
8.0
%
  
N/A
        
Bank
    
32,004,000
   
16.2
%
  
15,804,000
   
8.0
%
$
19,756,000
    
10.0
%
                                       
Tier I Capital
                                    
(to Risk Weighted Assets)
                                      
Company
    
29,944,000
   
15.2
%
  
7,880,000
   
4.0
%
  
N/A
        
Bank
    
29,538,000
   
15.0
%
  
7,877,000
   
4.0
%
  
11,815,000
   
6.0
%
                                       
Tier I Capital
                                    
(to Average Assets)
                                      
Company
    
29,944,000
   
9.9
%
  
12,099,000
   
4.0
%
  
N/A
        
Bank
    
29,538,000
   
9.7
%
  
12,181,000
   
4.0
%
  
15,226,000
   
5.0
%
                                       
As of December 31, 2003
                                      
Total Capital
                                      
(to Risk Weighted Assets)
                                      
Company 
  
$
30,110,000
    
15.8
%
$
15,255,225
    
8.0
%
  
N/A
        
Bank
    
29,674,000
   
15.6
%
  
15,217,000
   
8.0
%
$
19,022,000
    
10.0
%
                                       
Tier I Capital
                                    
(to Risk Weighted Assets)
                                      
Company
    
27,726,000
   
14.5
%
  
7,628,000
   
4.0
%
  
N/A
        
Bank
    
27,296,000
   
14.4
%
  
7,609,000
   
4.0
%
  
11,413,000
   
6.0
%
                                       
Tier I Capital
                                    
(to Average Assets)
                                      
Company
    
27,726,000
   
9.3
%
  
11,990,000
   
4.0
%
  
N/A
        
Bank
    
27,296,000
   
9.1
%
  
11,972,000
   
4.0
%
  
14,965,000
   
5.0
%


F-28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 17. 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, 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
%
                                       

Note 18. Earnings Per Common Share

Earnings per common share are calculated as follows:
 
   
2004
 
2003
 
2002
  
Basic: 
              
Net income
  
$
3,055,501
  
$
3,077,074
  
$
2,811,083
  
Weighted average common shares outstanding
    
2,031,843
   
2,019,502
   
2,005,602
 
Basic net income per share
  
$
1.50
  
$
1.52
  
$
1.40
  
                     
Diluted: 
                    
Net income
              
$
2,811,083
  
Weighted average common shares outstanding
                
2,005,602
 
Dilutive effect of stock options
                
3,384
 
Average common shares outstanding - diluted
                
2,008,986
 
Diluted net income per share
              
$
1.40
  
                     
Diluted earnings per share calculations were not required for 2004 and 2003 as there were no options outstanding at December 31, 2004 and 2003.


F-29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 19. 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:

   
2004
2003
2002
 
 
 
Carrying
 
Fair
 
Carrying
 
Fair
 
Carrying
 
Fair
 
 
 
Amount
Value
Amount
Value
Amount
Value
 
Financial assets:
                          
Cash and due from banks
  
$
9,766,710
  
$
9,766,710
  
$
11,119,791
  
$
11,119,791
  
$
11,297,175
  
$
11,297,175
  
Interest-bearing deposits in
                                      
other financial institutions
    
65,947
   
65,947
   
57,192
   
57,192
   
41,335
   
41,335
 
Federal funds sold
    
1,541,234
   
1,541,234
   
1,717,911
   
1,717,911
   
4,403,578
   
4,403,578
 
Certificates of deposit in other
                                      
financial institutions
    
-
   
-
   
-
   
-
   
100,000
   
100,000
 
Investment securities
                                      
available for sale
    
93,278,857
   
93,278,857
   
99,602,353
   
99,602,353
   
84,657,682
   
84,657,682
 
   
         
         
       
Investment securities held to maturity
    
1,627,190
   
1,761,894
   
3,578,754
   
3,815,855
   
7,202,369
   
7,615,702
 
Federal Home Loan Bank Stock
    
919,000
   
919,000
   
896,400
   
896,400
   
703,200
   
703,200
 
Maryland Financial Bank Stock
    
100,000
   
100,000
   
-
   
-
   
-
   
-
 
Common stock-Statutory Trust I
    
155,000
   
155,000
   
155,000
   
155,000
   
155,000
   
155,000
 
Ground rents
   
235,700
   
235,700
   
248,300
   
248,300
   
249,900
   
249,900
 
                                     
Loans, less allowance for credit losses
    
182,291,292
   
180,500,000
   
172,819,049
   
172,820,000
   
158,286,746
   
158,290,000
 
Accrued interest receivable
    
1,484,869
   
1,484,869
   
1,575,918
   
1,575,918
   
1,547,511
   
1,547,511
 
                                       
Financial liabilities:
                                      
Deposits
    
261,674,043
   
261,826,000
   
256,908,235
   
256,910,000
   
241,419,607
   
241,420,000
 
Short-term borrowings
    
541,672
   
541,672
   
6,601,920
   
6,601,920
   
837,074
   
837,074
 
Long-term borrowings
    
7,199,708
   
8,388,328
   
7,226,501
   
7,226,501
   
7,251,489
   
7,251,489
 
Dividends payable
    
287,938
   
287,938
   
236,938
   
236,938
   
236,291
   
236,291
 
Accrued interest payable
    
55,980
   
55,980
   
67,099
   
67,099
   
111,398
   
111,398
 
Accrued interest payable on
                                      
junior subordinated debentures
    
171,518
   
171,518
   
171,518
   
171,518
   
171,518
   
171,518
 
Junior subordinated debentures
                                      
owed to unconsolidated
                                      
subsidiary trust
    
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
    
21,971,841
   
21,971,841
   
16,234,371
   
16,234,371
   
18,182,724
   
18,182,724
 
Standby letters of credit
    
723,134
   
723,134
   
772,731
   
772,731
   
891,549
   
891,549
 
                                       
 
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-30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 19. 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 20. Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board (FASB) issued Financial Interpretations No. 46 (FIN 46), Consolidation of Variable Interest Entities, which provides guidance on how to identify a variable interest entity (VIE) and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE are to be included in an entity’s consolidated financial statements. A VIE exists when either the total equity investment at risk is not sufficient to permit the entity to finance its activities by itself, or the equity investors lack one of three characteristics associated with owning a controlling financial interest. Those characteristics include the direct or indirect ability to make decisions about an entity’s activities through voting rights or similar rights, the obligation to absorb the expected losses of an entity if they occur, or the right to receive the expected residual returns of the entity if they occur.
 
During the third quarter of 2003, the Company applied the provisions of FIN 46 to a wholly-owned subsidiary trust that issued capital securities to third-party investors. The application of FIN 46 resulted in the deconsolidation of a wholly-owned subsidiary trust. See Note 8 for further discussion of this trust and the Company’s related obligations.

In December 2003, the FASB reissued FIN 46 with certain modifications and clarifications.
Application of this guidance was effective for interests in certain VIEs commonly referred to as special-purpose entities (SPEs) as of December 31, 2003. Application for all other types of entities is required for periods ending after March 15, 2004, unless previously applied.

Management continues to evaluate the applicability of FIN 46. Management does not believe that the application of FIN 46 will have an impact on financial condition, results of operations, or liquidity. The Federal Reserve Board is currently evaluating the impact on Tier 1 capital.

In April 2003, the FASB issued SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, which amends and clarifies financial accounting and reporting for derivative instruments and hedging activities under SFAS 133, as well as amends certain other existing FASB pronouncements. In general, SFAS 149 is effective for derivative transactions entered into or modified and for hedging relationships designated after June 30, 2003. The adoption of this standard did not

F-31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
Note 20. Recently Issued Accounting Pronouncements (continued)

have an impact on financial condition, the results of operations, or liquidity, as the Company and Bank does not have derivative or hedging instruments.

In May 2003, the FASB issued SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This Statement establishes standards for classifying and measuring certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. The provisions of SFAS 150 became effective June 1, 2003, for all financial instruments created or modified after May 31, 2003, and otherwise effective as of July 1, 2003. The adoption of this standard did not have a material impact on financial condition, the results of operations, or liquidity.

In December 2003, the FASB deferred for an indefinite period the application of the guidance in SFAS 150 to noncontrolling interests that are classified as equity in the financial statements of a subsidiary but would be classified as a liability in the parent’s financial statements under SFAS 150. The deferral is limited to mandatorily redeemable noncontrolling interests associated with finite-lived subsidiaries. Management does not believe any such applicable entities exist as of December 31, 2003.

In December 2004, the FASB issued SFAS No. 123, “Share-Based Payment (Revised 2004).” SFAS 123R establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods or services, or (ii) incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. SFAS 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the date of the grant. SFAS 123R is effective for the Company on January 1, 2006. The Company will transition to fair value based accounting for stock-based compensation using a modified version of prospective application (modified prospective application”). Under modified prospective application, as it is applicable to the Company, SFAS 123R applies to new awards and to awards modified, repurchased, or cancelled after January 1, 2006. Additionally, compensation cost for the portion of awards for which the requisite service has not been rendered (generally referring to non-vested awards) that are outstanding as of January 1, 2006 must be recognized as the remaining requisite service is rendered during the period of and/or the periods after the adoption of SFAS 123R. The attribution of compensation cost for those earlier awards will be based on the same method and on the same grant-date fair values previously determined for the pro forma disclosures required for companies that did not adopt the fair value accounting method for stock-based employee compensation. The Company expects to recognize additional pre-tax, quarterly compensation costs beginning in the first quarter of 2006 as a result of the adoption of SFAS 123R. Future levels of compensation cost recognized related to stock-based compensation awards (including the aforementioned expected costs during the period of adoption) may be impacted by new awards and/or modifications, repurchases and cancellations of existing awards before and after the adoption of this standard.

In November 2003, the FASB also issued Emerging Issues Task Force Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. This statement establishes standards for accounting for and disclosure of declines in fair value below cost basis of available for sale and held to maturity investment securities. The recognition and measurement provisions were initially effective for other-than-temporary impairment evaluations in reporting periods beginning after June 15, 2004. However, in September 2004, the effective date of these provisions was delayed until the finalization of a FASB Staff Position to provide additional implementation guidance.

F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 21. 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,
  
2004
 
2003
 
2002
  
                         
Assets
  
               
Cash
  
$
453,685
  
$
268,893
  
$
397,118
  
Investment in The Bank of Glen Burnie
    
30,339,198
   
28,672,564
   
26,376,359
 
Investment in GBB Properties, Inc.
    
262,343
   
257,023
   
251,012
 
Investment in the Glen Burnie Statutory Trust I
    
155,000
   
155,000
   
155,000
 
Due from subsidiaries
    
20,765
   
26,658
   
34,484
 
Other assets
    
132,250
   
137,182
   
141,361
 
Total assets
  
$
31,363,241
  
$
29,517,320
  
$
27,355,334
  
                     
Liabilities and Stockholders’ Equity
  
                     
Dividends payable
  
$
287,938
  
$
236,938
  
$
236,291
  
Accrued interest payable on borrowed funds
    
171,518
   
171,518
   
171,518
 
Other liabilities
    
4,377
   
6,236
   
3,139
 
Borrowed funds from subsidiary
    
5,155,000
   
5,155,000
   
5,155,000
 
Total liabilities
    
5,618,833
   
5,569,692
   
5,565,948
 
                     
Stockholders’ equity:
                    
Common stock
    
2,041,033
   
1,689,281
   
1,677,173
 
Surplus
    
11,169,283
   
10,861,986
   
10,637,578
 
Retained earnings
    
11,773,915
   
10,115,038
   
7,946,747
 
Accumulated other comprehensive income, net of taxes  
    
760,177
   
1,281,323
   
1,527,888
 
Total stockholders’ equity
    
25,744,408
   
23,947,628
   
21,789,386
 
Total liabilities and stockholders’ equity
  
$
31,363,241
  
$
29,517,320
  
$
27,355,334
  
                     
 
The borrowed funds from subsidiary balance represents the junior subordinated debt securities payable to the wholly-owned subsidiary trust that was deconsolidated as a result of applying the provisions of FIN 46. The Company continues to guarantee the capital securities issued by the trust, which totaled $5,000,000 at December 31, 2004. (See Notes 8 and 20 for further discussions on FIN 46).

F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 21. Parent Company Financial Information (continued)
 
Statements of Income
  
               
Years Ended December 31,
  
2004
 
2003
 
2002
  
                       
               
Dividends and distributions from subsidiaries
  
$
1,235,000
  
$
880,000
  
$
720,000
  
Other income
    
16,430
   
16,430
   
16,430
 
Standstill agreement expense
    
-
   
-
   
(131,378
)
Interest expense on junior subordinated debentures
    
(546,703
)
  
(546,430
)
  
(546,430
)
Other expenses
    
(54,826
)
  
(52,896
)
  
(36,642
)
Income before income tax benefit and equity in
                    
undistributed net income of subsidiaries
    
649,901
   
297,104
   
21,980
 
Income tax benefit
    
225,965
   
225,115
   
269,575
 
Change in undistributed net income of subsidiaries
    
2,179,635
   
2,554,855
   
2,519,528
 
Net income
  
$
3,055,501
  
$
3,077,074
  
$
2,811,083
  
                     
 
 
Statements of Cash Flows
  
               
Years Ended December 31,
  
2004
  
2003
  
2002
  
                         
               
Cash flows from operating activities:
             
Net income
  
$
3,055,501
  
$
3,077,074
  
$
2,811,083
  
Adjustments to reconcile net income to net cash provided by operating
                    
activities:
                    
Decrease in other assets
    
4,932
   
4,179
   
91,183
 
Decrease in due from subsidiaries
    
5,893
   
7,826
   
69,900
 
(Decrease) increase in other liabilities
    
(1,859
)
  
3,097
   
3,139
 
Change in undistributed net income of subsidiaries
   
(2,179,635
)
  
(2,554,855
)
  
(2,519,528
)
     
   
   
 
Net cash provided by operating activities
    
884,832
   
537,321
   
455,777
 
                   
Cash flows from financing activities:
                    
Proceeds from dividend reinvestment plan
    
231,955
   
196,460
   
180,070
 
Proceeds from issuance of common stock
    
76,362
   
46,130
   
42,205
 
Dividends paid
    
(1,008,357
)
  
(908,136
)
  
(793,915
)
Net cash used in financing activities
    
(700,040
)
  
(665,546
)
  
(571,640
)
                     
Increase (decrease) in cash
    
184,792
   
(128,225
)
  
(115,863
)
Cash, beginning of year
    
268,893
   
397,118
   
512,981
 
Cash, end of year
  
$
453,685
  
$
268,893
  
$
397,118
  



F-34
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 22. Quarterly Results of Operations (Unaudited)

The following is a summary of consolidated unaudited quarterly results of operations:

2004
 
(Dollars in thousands,
 
Three months ended,
 
 
 
 
 
 
 
except per share amounts)
December 31
September 30
June 30
March 31
  
                 
Interest income
  
$
3,908
  
$
4,065
  
$
3,807
  
$
3,881
  
Interest expense
    
894
   
928
   
885
   
938
 
Net interest income
    
3,014
   
3,137
   
2,922
   
2,943
 
Provision for credit losses
    
-
   
140
   
60
   
140
 
Net securities gains
   
102
   
41
   
39
   
230
 
Income before income taxes
    
921
   
973
   
883
   
912
 
Net income
    
840
   
769
   
706
   
741
 
Net income per share (basic and diluted)
  
$
0.40
  
$
0.38
  
$
0.35
  
$
0.37
  
                           
 
2003
  
(Dollars in thousands,
 
Three months ended,
 
 
 
 
 
 
 
except per share amounts)
December 31
September 30
June 30
March 31
 
                 
Interest income
  
$
3,955
  
$
3,864
  
$
3,909
  
$
3,812
  
Interest expense
    
970
   
1,051
   
1,112
   
1,144
 
Net interest income
    
2,985
   
2,813
   
2,797
   
2,668
 
Provision for credit losses
    
30
   
10
   
-
   
-
 
Net securities gains
   
49
   
63
   
15
   
92
 
Income before income taxes
    
1,124
   
1,033
   
855
   
753
 
Net income
    
849
   
839
   
733
   
656
 
Net income per share (basic and diluted)
  
$
0.42
  
$
0.41
  
$
0.37
  
$
0.32
  
                         
 
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)
  
$
0.28
  
$
0.34
  
$
0.29
  
$
0.49
  


 
F-35