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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998 -- Commission File Number 0-16595
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SUBURBAN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
Delaware 54-1319411
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(State of incorporation) (IRS Employer Identification No.)
7505 Greenway Center Drive
Greenbelt, Maryland 20770
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(Address of principal executive officers) (Zip Code)
(301) 474-6694
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(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of each class Name of each exchange on which registered
Common Stock The NASDAQ Stock Market
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Securities registered pursuant to Section 12(g) of the Act: N/A
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 at least the past 90 days. Yes X No
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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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
The aggregate market value of the registrant's common stock held by
non-affiliates is approximately $27,671,801 (based on March 1, 1999 average of
the closing bid and asked prices of such common stock of $3.0625 per share). As
of March 1, 1999, there were 11,301,218 shares of the registrant's common stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Company's 1998 Annual
Report to Shareholders are incorporated by reference in Part II to the extent
provided in Items 5, 6, 7 and 8 hereof. Portions of the registrant's definitive
Information Statement (to be dated approximately April 22, 1999) are
incorporated herein by reference in response to Part III of this report.
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SUBURBAN BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
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<CAPTION>
Years ended December 31,
in thousands 1998 1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,426 $ 1,131 $ 5,002
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation 247 194 129
Provision (recovery) for loan losses 415 254 (227)
Provision for losses on foreclosed real estate 34 -- --
Deferred income tax expense (benefit) 760 639 (4,058)
Originations of loans held for sale (5,834) -- (2,641)
Proceeds from loan sales 4,614 -- 382
(Gain) loss on sale of loans (48) -- 434
Net realized gains on investment securities (12) -- --
Net accretion on securities (117) (87) (55)
(Decrease) increase in net deferred loan fees (69) (41) 24
Net increase in premium on loans purchased (308) (1,513) --
(Increase) decrease in accrued income and other assets (882) (327) 259
Increase (decrease) in accrued expenses and other liabilities 318 (48) 235
(Gain) loss on sale of foreclosed real estate (15) -- 177
Net cash provided (used) by operating activities 529 202 (339)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease in deposits with other banks
(Increase) decrease in federal funds sold -- -- 2,220
Purchases of available for sale securities (27,524) (3,354) 4,275
Proceeds from maturities of available for sale (25,511) (17,438) (11,819)
securities 9,250 8,775 8,235
Proceeds from prepayments of principal on securities 125 110 150
Proceeds from sales of available for sale securities 1,031 -- --
Net increase in other securities (80) (91) --
Net increase in loans (12,227) (14,713) (11,014)
Purchases of loans (5,607) (18,320) --
Net purchases of premises and equipment (272) (538) (252)
Proceeds from sale of foreclosed real estate 755 -- 777
Net cash used in investing activities (60,060) (45,569) (7,428)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in total deposits
Net increase in securities sold under agreements to 54,578 45,229 5,684
repurchase 6,474 3,049 --
Net cash provided by financing activities 61,052 48,278 5,684
Net increase (decrease) in cash and due from banks 1,521 2,911 (2,083)
Cash and due from banks at beginning of period 10,759 7,848 9,931
Cash and due from banks at end of period $ 12,280 $ 10,759 $ 7,848
Interest paid $ 6,283 $ 4,523 $ 3,378
Income taxes paid 38 -- --
Loans transferred to foreclosed real estate 961 136 15
Loans transferred to loans held for sale 545 -- --
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See accompanying notes to consolidated financial statements.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SUBURBAN BANCSHARES, INC.
By: Winfield M. Kelly, Jr.
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Winfield M. Kelly, Jr.
Chairman of the Board/CEO
Date: April 27, 1999
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.
By: Winfield M. Kelly, Jr.
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Winfield M. Kelly, Jr.
Chairman of the Board/CEO
(Principal Executive Officer and Director)
Date: April 27, 1999
By: Marlin K. Husted
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Marlin K. Husted
Vice Chairman of the Board
Date: April 27, 1999
By: Stephen A. Horvath
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Stephen A. Horvath
President, Chief Operating Officer, and Director
Date: April 27, 1999
By: Sibyl S. Malatras
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Sibyl S. Malatras
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: April 27, 1999
By: Raymond G. LaPlaca
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Raymond G. LaPlaca, Director
Date: April 27, 1999
By: Barbara M. DiNenna-Corboy
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Barbara M. DiNenna-Corboy, Director
Date: April 27, 1999
By: Vincent D. Palumbo
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Vincent D. Palumbo, Director
Date: April 27, 1999
