<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO _____________
COMMISSION FILE NUMBER: 0-24047
-------
GLEN BURNIE BANCORP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 52-1782444
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
101 CRAIN HIGHWAY, S.E., GLEN BURNIE, MARYLAND 21061
---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
410-766-3300
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- ----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
The number of outstanding shares of the registrant's
common stock as of March 31, 1999 was 899,778.
<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
ASSETS --------- -------------
<S> <C> <C>
Cash and due from banks $ 6,987 $ 13,156
Federal funds sold 1,534 2,864
Investment securities available for sale,
at fair value 33,819 32,925
Investment securities held to maturity,
at cost (fair value March 31: $28,009;
December 31: $32,540) 28,258 32,561
Loans receivable, net of allowance for
credit losses March 31: $2,932, 134,075 125,501
December 31: $2,841
Premises and equipment at cost, net of
accumulated depreciation 4,284 4,420
Other real estate owned 1,097 1,099
Goodwill 354 368
Other assets 4,824 4,677
--------- ---------
Total assets $ 215,232 $ 217,571
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits $ 197,140 $ 199,611
Short-term borrowings 939 1,144
Other liabilities 2,894 2,647
--------- ---------
Total liabilities $ 200,973 $ 203,402
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock, par value $10, authorized
5,000,000 shares; issued and outstanding:
March 31: 899,778 shares; December 31:
894,938 shares $ 8,998 $ 8,949
Surplus 3,445 3,374
Retained earnings 1,668 1,563
Accumulated other comprehensive income 148 282
--------- ---------
Total stockholders' equity 14,259 14,169
--------- ----------
Total liabilities and stockholders'
equity $ 215,232 $ 217,571
========= ==========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
2
<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-----------------------
1999 1998
-------- --------
<S> <C> <C>
Interest income on
Loans, including fees $ 2,892 $ 2,575
U.S. Treasury and U.S. Government agency securities 840 1,155
State and municipal securities 0 112
Other 163 154
-------- ---------
Total interest income 3,895 3,996
-------- ---------
Interest expense on
Deposits 1,398 1,532
Short-term borrowings 8 8
-------- ---------
Total interest expense 1,406 1,540
-------- ---------
Net interest income 2,489 2,456
Provision for credit losses 0 0
-------- ---------
Net interest income after provision for credit losses
2,489 2,456
-------- ---------
Other income
Service charges on deposit accounts 261 288
Other fees and commissions 61 51
Other non-interest income 27 1,144
Gains on investment securities 25 32
-------- ---------
Total other income 374 1,515
-------- ---------
Other expenses
Salaries and employee benefits 1,292 1,283
Occupancy 345 327
Other expenses 930 2,447
-------- ---------
Total other expenses 2,567 4,057
-------- ---------
Income before income taxes 296 (86)
Income tax expense (benefit) 102 (89)
-------- ---------
Net income $ 194 $ 3
======== =========
Basic and diluted earnings per share of common stock $ 0.22 $ 0.0027
======== =========
Weighted average shares of common stock outstanding 897,382 1,093,111
======== =========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
3
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1999 1998
------ ------
<S> <C> <C>
Net income $ 194 $ 3
Other comprehensive income (expense), net of tax
Unrealized gains (losses) securities:
Unrealized holding gains (losses) arising during period (134) 116
Reclassification adjustment for gain included in net income (15) (45)
------- -------
Comprehensive income $ 45 $ 74
======= ======
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
4
<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------
1999 1998
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 194 $ 3
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, amortization, and accretion 200 139
Changes in assets and liabilities:
(Increase) decrease in other assets (88) (575)
Increase (decrease) in other liabilities 310 (2,472)
-------- --------
Net cash provided (used) by operating activities $ 616 $(2,905)
-------- --------
Cash flows from investing activities:
Proceeds from disposals of investment securities 11,678 9,807
Purchases of investment securities (8,497) (10,529)
Increase (decrease) in loans, net (8,574) 1,982
Purchases of premises and equipment (16) (314)
Sale of other real estate 2 --
-------- --------
Net cash provided (used) by investing activities (5,407) 946
-------- --------
Cash flows from financing activities:
Increase (decrease) in deposits, net (2,471) (8,747)
Increase (decrease) in short-term borrowings (205) (333)
Dividends paid (123) (81)
Issuance of common stock under Stockholder Purchase Plan 91 --
-------- --------
Net cash provided (used) by financing activities (2,708) (9,161)
-------- --------
Increase (decrease) in cash and cash equivalents (7,499) (11,120)
Cash and cash equivalents, beginning of year 16,020 28,537
-------- --------
Cash and cash equivalents, end of period $ 8,521 $ 17,417
======= ========
</TABLE>
See accompanying notes to condensed consolidated financial
statements.
5
<PAGE>
<PAGE>
GLEN BURNIE BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
---------------------
The accompanying unaudited consolidated financial
statements were prepared in accordance with instructions for
Form 10-Q and, therefore, do not include all information and
notes necessary for a complete presentation of financial
position, results of operations, changes in stockholders?
equity, and cash flows in conformity with generally accepted
accounting principles. However, all adjustments (consisting
only of normal recurring accruals) which, in the opinion of
management, are necessary for a fair presentation of the
unaudited consolidated financial statements have been included
in the results of operations for the three months ended March
31, 1999 and 1998.
Operating results for the three-month period ended March 31,
1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
NOTE 2 - EARNINGS PER SHARE
------------------
Information for net income per share and weighted average
shares outstanding for prior periods have been restated to
reflect a 20% stock dividend paid in January 1998.
NOTE 3 - ADOPTION OF NEW FINANCIAL ACCOUNTING STANDARDS
----------------------------------------------
On January 1, 1998 the Company adopted Statement of
Financial Accounting Standards No. 130, ?Reporting Comprehensive
Income? (?SFAS No. 130?). SFAS No. 130 establishes standards
for reporting and displaying comprehensive income and its
components (revenues, expense, gains and losses) in a full set
of general-purpose financial statements. This Statement
requires that an enterprise (a) classify items of other
comprehensive income by their nature in the financial statement
and (b) display the accumulated balance of other comprehensive
income separately from retained earnings and additional
paid-in-capital in the equity section of a statement of
financial position. In accordance with the provisions of SFAS
No. 130, comparative financial statements presented for earlier
periods have been reclassified to reflect the provisions of the
statement.
6
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Glen Burnie Bancorp, a Maryland corporation (the
"Company"), and its subsidiaries, The Bank of Glen Burnie (the
"Bank") and GBB Properties, Inc., both Maryland corporations,
had consolidated net income of $194,000 ($0.22 basic and diluted
earnings per share) for the first quarter of 1999 compared to
first quarter 1998 consolidated net income of $3,000 ($0.0027
basic and diluted earnings per share). The increase in first
quarter consolidated net income was primarily attributable to a
reduction in total other expense.
NET INTEREST INCOME. The Company's consolidated net
interest income prior to provisions for credit losses for the
three months ended March 31, 1999 was essentially even at
$2,489,000, compared to $2,456,000 for the same period in 1998.
The slight increase in net interest income for the three-month
period was primarily attributable to a decline in interest
expense which more than offset a decline in interest income.
Interest expense declined $134,000 (8.7%) for the three months
ended March 31, 1999 compared to the same period in 1998. The
decline in interest expense was principally the result of a
lower level of interest-bearing liabilities. Interest income
declined $101,000 (2.5%) for the three months ended March 31,
1999 compared to the same period in 1998. The decline in
interest income was attributable to lower interest income from
U.S. Treasury and Government Agency securities resulting from
shrinkage of these portfolios as the Company used the proceeds
from maturing and called investment securities to fund loan
growth and deposit withdrawals. Interest income on loans
increased $317,000 or 12.3% as the loan portfolio continued to
grow. The tax-equivalent net interest margin for the three
months ended March 31, 1999 was 5.05% compared to 4.98% for the
three months ended March 31, 1998. The improvement in the
Company's net interest margin was principally the result of a
shift in the composition of the Company's interest-earning
assets from investment securities to higher-yielding loans.
PROVISION FOR CREDIT LOSSES. The Company did not make any
provisions for credit losses during the three months ended March
31, 1999 or 1998. As of March 31, 1999, the allowance for
credit losses equaled 176.10% of non-accrual and past due loans
compared to 179.58% at December 31, 1998. During the three
months ended March 31, 1999, the Company recorded net recoveries
of $91,000 compared to $251,000 in net recoveries during the
three months ended March 31, 1998.
OTHER INCOME. Other income decreased $1,141,000 (75.3%)
during the three months ended March 31, 1999 compared to the
prior year period. Other income for the three-month period
ended March 31, 1998 was higher due primarily to the receipt of
$1,125,000 in settlement of a claim against a former insurance
provider during the first quarter reflected in other
non-interest income. Excluding this non-recurring gain, other
income for the first quarter of 1999 would have decreased from
the prior year due primarily to lower service charges on deposit
accounts as a result of lower deposit volumes.
OTHER EXPENSE. Other expense decreased by $1,490,000 or
36.7%, for the quarter compared to the same period in 1998.
Other expense for the 1998 period was increased by management's
decision to establish additional litigation reserves during
three months ended March 31, 1998. In addition, the Company
experienced significantly higher legal and professional fees
during 1998 in connection with a proxy fight at the 1998 Annual
Meeting. Included in other expense for the 1999 period was a
$150,000 payment made to First Mariner Bancorp in January
pursuant to a standstill agreement. The Company will make four
additional payments of $131,378 each over the next four years,
provided First Mariner Bancorp complies with the standstill
agreement.
INCOME TAXES. During the three months ended March 31,
1999, the Company recorded income tax expense of $102,000,
compared to a tax benefit of $89,000 for the three months ended
March 31, 1998. During the 1998 period, the Company recorded
tax losses due primarily to its holdings of tax-exempt state,
county and municipal securities. The Company has recently
reduced its holdings of tax-exempt state, county and municipal
securities and reinvested the proceeds in U.S. Government agency
securities, the income on which is not exempt from federal
taxation. Accordingly, the Company reported taxable income
during the 1999 period.
7
<PAGE>
<PAGE>
FINANCIAL CONDITION
The Company's assets decreased to $215,232,000 at March 31,
1999 from $217,571,000 at December 31, 1998 primarily due to a
reduction in cash and due from banks and investment securities
held to maturity. The Bank's net loans totaled $134,075,000 at
March 31, 1999, compared to $125,501,000 on December 31, 1998,
an increase of $8,574,000 (6.8%). The increase in loans was
primarily attributable to the Bank's indirect automobile lending
program which was started in January 1998. At March 31, 1999,
indirect loans totaled $32,619,000 compared to $24,630,000 at
December 31, 1998. The Bank's other loan portfolios have held
steady or declined during the year.
The Company's total investment securities portfolio
(including both investment securities available for sale and
investment securities held to maturity) totaled $62,077,000 at
March 31, 1999, a $3,409,000 or 5.2% decrease from $65,486,000
at December 31, 1998. The Bank's cash and cash equivalents
(cash due from banks, interest-bearing deposits in other
financial institutions, and federal funds sold), as of March 31,
1999, totaled $8,521,000 a decrease of $7,499,000 (46.8%) from
the December 31, 1998 total of $16,020,000. The aggregate
market value of investment securities held by the Bank as of
March 31, 1999 was $61,828,000 compared to $65,465,000 as of
December 31, 1998, a $3,637,000 (5.6%) decrease.
Deposits as of March 31, 1999 totaled $197,140,000 a
decrease of $2,471,000 (12%) for the year to date. Demand
deposits as of March 31, 1999 totaled $43,960,000 which is a
decrease of $1,401,000 (3.1%) from $45,361,000 at December 31,
1998. NOW accounts as of March 31, 1999 totaled $19,243,000
which is a decrease of $1,358,000 (6.6%) from $20,601,000 at
December 31, 1998. Money market accounts decreased $15,000
(0.1%) for the year to date to total $20,035,000 on March 31,
1999. Savings deposits increased by $318,000, or 0.8%, for the
year to date. Meanwhile, certificates of deposit over $100,000
totaled $6,356,000 on March 31, 1999, an increase of $598,000
(10.4%) from December 31, 1998. Other time deposits (made up of
certificates of deposit less than $100,000 and individual
retirement accounts) totaled $66,262,000 on March 31, 1999, a
$614,000 (0.9%) decrease from December 31, 1998.
8
<PAGE>
<PAGE>
ASSET QUALITY. 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.
<TABLE>
<CAPTION>
AT AT
MARCH 31, DECEMBER 31,
1999 1998
--------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Restructured Loans $ 256 $ 294
======= =======
Non-accrual Loans:
Real estate -- mortgage:
Residential $ 256 $ 336
Commercial 294 505
Real estate -- construction 280 316
Installment 523 463
Credit card & related 0 0
Commercial 157 105
------- -------
Total nonaccrual loans 1,510 1,725
------- -------
Accruing Loans Past Due 90 Days or More:
Real estate -- mortgage:
Residential 24 0
Commercial 128 0
Real estate -- construction 0 0
Installment 0 0
Credit card & related 0 18
Commercial 3 0
------- -------
Total accruing loans past due 90 days or more 155 18
------- -------
Total non-accrual and past due loans $ 1,665 $ 1,743
======= =======
Non-accrual and past due loans to gross loans 1.21% 1.35%
======= =======
Allowance for credit losses to non-accrual and past
due loans 176.10% 179.58%
======= ======
</TABLE>
At March 31, 1999, there were $257,000 in loans outstanding
not reflected in the above table as to which known information
about possible credit problems of borrowers caused management to
have serious doubts as to the ability of such borrowers to
comply with present loan repayment terms. Such loans consist of
loans which were not 90 days or more past due but where the
borrower is in bankruptcy or has a history of delinquency or the
loan to value ratio is considered excessive due to deterioration
of the collateral or other factors.
ALLOWANCE FOR CREDIT LOSSES. The allowance for credit
losses is established through a provision for credit losses
charged to expense. Loans are charged against the allowance for
credit losses when management believes that the collectibility
of the principal is unlikely. The allowance, based on
evaluations of the collectibility of loans and prior loan loss
experience, is an amount that management believes will be
adequate to absorb possible losses on existing loans that may
become uncollectible. The evaluations take into consideration
such factors as changes in the nature and volume of the loan
portfolio, overall portfolio quality, review of specific problem
loans, and current economic conditions and trends that may
affect the borrowers' ability to pay.
9<PAGE>
<PAGE>
Transactions in the allowance for credit losses for the three
months ended March 31, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------
1999 1998
------ -----
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Beginning balance $ 2,841 $ 4,139
-------- -------
Charge-offs (18) (325)
Recoveries 109 74
-------- -------
Net charge-offs 91 (251)
Provisions charged to operations 0 0
-------- -------
Ending balance $ 2,932 $ 3,888
======== ========
Average loans $133,035 $115,793
Net charge-offs to average loans (0.07)% 0.22%
</TABLE>
During the three months ended March 31, 1999, the Company
had a net recovery of $91,000 compared to a net recovery of
$251,000 during the comparable period in 1998. The Company
attributes the reduction in charge-off activity to an
improvement in asset quality as the Company has reduced
nonperforming assets both in dollar volume and as a percentage
of the loan portfolio.
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 a primary source of
funds supporting the Bank's lending and investment activities.
The Bank's most liquid assets are cash and cash
equivalents, which are cash on hand, amounts due from financial
institutions, federal funds sold, certificates of deposit with
other financial institutions that have an original maturity of
three months or less 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. The Bank's cash and
cash equivalents (cash due from banks, interest-bearing deposits
in other financial institutions, and federal funds sold), as of
March 31, 1999, totaled $8,521,000 a decrease of $7,499,000
(46.8%) from the December 31, 1998 total of $16,020,000.
The Bank may draw on a $26.0 million line of credit from
the Federal Home Loan Bank of Atlanta. Borrowings under the
line are secured by a lien on the Bank's residential mortgage
loans. As of March 31, 1999, however, no amounts were
outstanding under this line. The Bank also has a secured $5.0
million of credit from another commercial bank on which $500,000
was outstanding on March 31, 1999.
The Company's stockholders' equity increased $90,000 or
0.6%, during the three months ended March 31, 1999, as earnings
offset decreases in the equity account attributable to dividends
accrued and a decrease in net unrealized appreciation on
securities available for sale. Net unrealized appreciation on
securities available for sale
10<PAGE>
<PAGE>
decreased $193,000 to $148,000 at March 31, 1999 from $283,000
at December 31, 1998 as a result of calls and declining market
values. Retained earnings, however, increased by $105,000 as
the result of the accrual of $60,300 for cash dividends to be
paid after the end of the quarter. In addition, $29,600 was
transferred to stockholders? equity in consideration for shares
to be issued under the Company's dividend reinvestment plan in
lieu of cash dividends.
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. At March 31, 1999, the Bank
was in full compliance with these guidelines with a Tier 1
leverage ratio of 6.17%, a Tier 1 risk-based capital ratio of
8.85% and a total risk-based capital ratio of 10.10%
YEAR 2000 READINESS DISCLOSURE
As the year 2000 approaches, an important business issue
has emerged regarding how existing application software programs
and operating systems can accommodate this date value. For many
years, software applications routinely conserved magnetic
storage space by using only two digits to record calendar years;
for example, the year 1999 is stored as "99". On January 1,
2000, the calendars in many software applications will change
from "99" to "00". Many of these software applications, in
their current form, will produce erroneous results or will fail
to run at all since their logic cannot deal with this
transaction.
The Company's Year 2000 plan calls for the identification
of all systems that could be affected by Year 2000 problem, the
systematic assessment of their Year 2000 readiness and the
institution of appropriate remedial measures and contingency
planning. As part of its Year 2000 plan, the Company has ranked
its various computer systems according to their importance to
the continued functioning of the Bank. Assessment procedures
range from actual testing for the Company's most mission
critical systems to seeking written self assessments from
individual borrowers. Based on these assessments, the Company
has instituted appropriate remedial measures which include
software upgrades and the replacement of vendors and hardware
where necessary. The Company's Year 2000 plan includes
contingency and back-up plans for mission critical systems.
The Company's mainframe computer hardware and systems software
are Year 2000 compliant. The Company primarily utilizes
third-party vendor application software for all computer
applications. The third-party vendors for the Company's banking
applications are in the process of modifying, upgrading or
replacing their computer applications to insure Year 2000
compliance. In addition, the Company has instituted a Year 2000
compliance program whereby the Company is reviewing the Year
2000 compliance issues that may be faced by its third-party
vendors. Under such program, the Company will examine the need
for modifications or replacement of all non-Year 2000 compliant
pieces of software. The Company spent approximately $400,000 in
1997 and 1998 to upgrade certain hardware and software and
believes the cost of its Year 2000 compliance program will not
be material to its financial condition. The Company believes it
is in substantial compliance with its Year 2000 plan. In the
event of unforseen disruptions in Year 2000 compliance, the
Company's business operations could be adversely affected.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
Not applicable.
11<PAGE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On April 19, 1999, First National Bank of Maryland v. The
Bank of Glen Burnie, Case No. 03-C-96-001925 (Md. Cir. Ct.
(Balt. County) filed Feb. 28, 1996) in which it had been alleged
that the Bank had improperly negotiated checks drawn on
plaintiff over forged endorsements and the Bank made similar
counter-claims against the plaintiff was dismissed with
prejudice pursuant to a settlement agreement between the
parties. Neither party was required to make any payments to the
other pursuant to the terms of the settlement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On March 11, 1999, the registrant held its annual meeting
of stockholders. The following is a description of each matter
voted on and a record of the votes cast.
I. ELECTION OF DIRECTORS
NOMINEE FOR WITHHELD
------- --- --------
Theodore L. Bertier, Jr. 732,886 --
Shirley E. Boyer 732,886 --
Thomas Clocker 732,886 --
John E. Demyan 732,886 --
Alan E. Hahn 732,886 --
Charles L. Hein 732,886 --
F. William Kuethe, Jr. 732,886 --
Frederick W. Kuethe, III 732,886 --
Eugene P. Nepa 732,886 --
William N. Scherer, Sr. 730,494 2,392
Karen B. Thorwarth 732,886 --
Mary Lou Wilcox 732,886 --
Directors Theodore L. Bertier, Jr., Shirley E. Boyer,
Thomas Clocker, John E. Demyan, Alan E. Hahn, Charles L. Hein,
F. William Kuethe, Jr., Frederick W. Kuethe, III, Eugene P.
Nepa, William N. Scherer, Sr., Karen B. Thorwarth and Mary Lou
Wilcox were each re-elected to the Board of Directors of Glen
Burnie Bancorp.
II. AUTHORIZATION FOR BOARD OF DIRECTORS TO APPOINT AN OUTSIDE
AUDITING FIRM
For 736,307 Against 1,708 Abstain 296
---------- ------- -----
In addition there were 455 broker non-votes
-----
III. APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION
TO ELIMINATE PRE-EMPTIVE RIGHTS
For 720,755 Against 7,197 Abstain 1,798
---------- ------- -----
In addition there were 9,016 broker non-votes
-------
IV. APPROVAL OF AMENDMENTS TO THE ARTICLES OF INCORPORATION
AND BYLAWS TO CLASSIFY THE BOARD OF DIRECTORS
For 720,856 Against 7,212 Abstain 1,683
---------- ------- -------
In addition there were 9,016 broker non-votes
-------
12
<PAGE>
<PAGE>
V. APPROVAL OF AN AMENDMENT TO THE BYLAWS TO CHANGE THE DATE
OF THE ANNUAL MEETING TO THE SECOND THURSDAY IN MAY
For 736,260 Against 1,027 Abstain 1,025
---------- ------- -------
In addition there were 455 broker non-votes
-------
VI. APPROVAL OF AN AMENDMENT TO THE BYLAWS TO REDUCE THE VOTE
REQUIRED FOR AMENDMENTS TO THE BYLAWS FROM 80% OF SHARES
OUTSTANDING TO 66-2/3%
For 710,850 Against 18,401 Abstain 501
---------- -------- -------
In addition there were 9,016 broker non-votes
-------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS. The following exhibits are filed with
-------- this report.
27 Financial Data Schedule (EDGAR Only).
(b) REPORTS ON FORM 8-K. None.
<PAGE>
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GLEN BURNIE BANCORP
-------------------
(Registrant):
Date: May 13, 1999 By: /s/ John E. Porter
------------------------
John E. Porter
Chief Financial Officer
(Duly Authorized Representative
and Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
The schedule contains summary financial information extracted
from the Condensed Consolidated Financial Statements of Glen
Burnie Bancorp and its subsidiaries for the three months ending
March 31, 1999 and is qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 6,610
<INT-BEARING-DEPOSITS> 377
<FED-FUNDS-SOLD> 1,534
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 33,819
<INVESTMENTS-CARRYING> 28,258
<INVESTMENTS-MARKET> 28,009
<LOANS> 137,007
<ALLOWANCE> 2,932
<TOTAL-ASSETS> 215,232
<DEPOSITS> 197,140
<SHORT-TERM> 939
<LIABILITIES-OTHER> 2,894
<LONG-TERM> 0
0
0
<COMMON> 8,998
<OTHER-SE> 5,261
<TOTAL-LIABILITIES-AND-EQUITY> 215,232
<INTEREST-LOAN> 2,892
<INTEREST-INVEST> 840
<INTEREST-OTHER> 163
<INTEREST-TOTAL> 3,895
<INTEREST-DEPOSIT> 1,398
<INTEREST-EXPENSE> 1,406
<INTEREST-INCOME-NET> 2,489
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 25
<EXPENSE-OTHER> 930
<INCOME-PRETAX> 296
<INCOME-PRE-EXTRAORDINARY> 194
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 194
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
<YIELD-ACTUAL> 5.05
<LOANS-NON> 1,510
<LOANS-PAST> 155
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 257
<ALLOWANCE-OPEN> 2,841
<CHARGE-OFFS> 18
<RECOVERIES> 109
<ALLOWANCE-CLOSE> 2,932
<ALLOWANCE-DOMESTIC> 2,255
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 677
</TABLE>
