UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2003
OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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 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
Inapplicable
(Former name, former address and former fiscal year if changed from 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [x]
At October 31, 2003, the number of shares outstanding of the registrant’s common stock was 1,684,843.
TABLE OF CONTENTS
| Page | ||||||||
| Part I - Financial Information |
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| Item 1. |
Consolidated Financial Statements:
|
|||||||
|
Condensed Consolidated Balance Sheets,
September 30, 2003 (unaudited) and December 31, 2002 (audited)
|
3 | |||||||
|
Condensed Consolidated Statements of Income for the Three and
Nine Months Ended September 30, 2003 and 2002 (unaudited)
|
4 | |||||||
|
Condensed Consolidated Statements of Comprehensive Income for
the Three and Nine Months Ended September 30, 2003 and 2002
(unaudited)
|
5 | |||||||
|
Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2003 and 2002 (unaudited)
|
6 | |||||||
|
Notes to Unaudited Condensed Consolidated Financial Statements
|
7 | |||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
8 | ||||||
| Item 3. |
Quantitative and Qualitative Disclosure About Market Risk
|
13 | ||||||
| Item 4. |
Controls and Procedures
|
13 | ||||||
| Part II - Other Information |
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| Item 6. |
Exhibits and Reports on Form 8-K
|
14 | ||||||
|
Signatures
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15 | |||||||
2
PART I - FINANCIAL INFORMATION
ITEM
1.
FINANCIAL STATEMENTS
GLEN BURNIE BANCORP AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements.
3
GLEN BURNIE BANCORP AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements.
4
GLEN BURNIE BANCORP AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements.
5
GLEN BURNIE BANCORP AND SUBSIDIARIES
See accompanying notes to condensed consolidated financial statements.
6
GLEN BURNIE BANCORP AND SUBSIDIARIES
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 accounting principles generally accepted in the United
States of America. 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 and nine months ended
September 30, 2003 and 2002.
Operating results for the three and nine-month periods ended September 30,
2003 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2003.
NOTE 2 –EARNINGS PER SHARE
Basic earnings per share of common stock are computed by dividing net
earnings by the weighted average number of common shares outstanding during the
period. Diluted earnings per share are calculated by including the average
dilutive common stock equivalents outstanding during the periods. Dilutive
common equivalent shares consist of stock options, calculated using the
treasury stock method.
Dilutive earnings per share calculations were not required for the three
and nine months ended September 30, 2003, since there were no options
outstanding.
7
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
General.
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, and Glen Burnie Statutory Trust I, a
Connecticut business trust, had consolidated net income of $839,000 ($0.50
basic and diluted earnings per share) for the third quarter of 2003, compared
to third quarter 2002 consolidated net income of $691,000 ($0.41 basic and
diluted earnings per share). The increase in consolidated net income was due to
an increase in other income and a decrease in other expenses partially offset
by a decline in the net interest income. Year-to-date consolidated net income
for the nine months ended September 30, 2003 was $2,228,000 ($1.33 basic and
diluted earnings per share), compared to $2,266,000 ($1.36 basic and diluted
earnings per share) for the nine months ended September 30, 2002. The decrease
in consolidated net income for the nine month period is primarily due to a
decline in net interest income and other income, partially offset by a decrease
in other expenses and a reduction in income tax expenses.
Net Interest Income
. The Company’s consolidated net interest income prior
to provision for credit losses for the three and nine months ended September
30, 2003 was $2,813,000 and $8,278,000, respectively, compared to $2,948,000
and $8,595,000 for the same periods in 2002, a decrease of $135,000 (or 4.58%)
for the three-month period, and a decrease of $317,000 (or 3.69%) for the
nine-month period. These decreases were primarily attributable to a decrease
in interest income earned on loans and securities partially offset by a decline
in the interest paid on deposits. In addition, the decreases in interest
income for the three and nine-month periods were partially due to a
reallocation of approximately $5,000,000 in interest producing assets to the
Bank’s bank owned life insurance (BOLI) program. Income from BOLI is
classified as other income.
Interest income decreased $386,000 (9.08%) for the three months ended
September 30, 2003, and decreased $964,000 (7.68%) for the nine months ended
September 30, 2003, compared to the same periods in 2002. The decreases for
the three-month and nine-month periods were primarily due to declining average
outstanding balances on loans and a declining interest rate environment
partially offset by increased income on state and municipal securities. In
addition, the decrease for the nine-month period was partially due to the
reallocation of interest earning assets to the Bank’s BOLI program. Interest
income on loans decreased $240,000 (7.76%) for the three months ended September
30, 2003 and decreased $797,000 (8.57%) for the nine months ended September 30,
2003, compared to the same periods in 2002.
Interest expense decreased $251,000 (19.28%) for the three months ended
September 30, 2003, and decreased $647,000 (16.36%) for the nine months ended
September 30, 2003, compared to the 2002 periods, due to an overall decline in
interest rates paid on deposits as a result of the declining interest rate
environment.
The net interest margin is calculated as interest income less interest
expense expressed as a percentage of interest earning assets. When interest
income increases at a greater rate than interest expense, net interest margins
increase, and when interest expense increases at a greater rate than interest
income, net interest margins decrease. Net interest margins for the three and
nine months ended September 30, 2003 were 4.50% and 4.48%, respectively,
compared to tax equivalent net interest margins of 4.89% and 4.93%, for the
three and nine month periods ended September 30, 2002. The decreases in net
interest margins for the three and nine month periods ended September 30, 2003
were primarily due to the repricing of the yield on the Bank’s loans and
securities investments resulting in lower yields, while the Bank’s interest
expense, represented by interest paid on deposits, did not reprice at a
proportionately lower yields.
Provision for Credit Losses
. The Company made a $10,000 provision for
credit losses during the three
8
and nine month periods ended September 30, 2003 and no provision for
credit losses during the three and nine month periods ended September 30, 2002.
As of September 30, 2003, the allowance for credit losses equaled 463.88% of
non-accrual and past due loans compared to 429.10% at December 31, 2002 and
779.65% at September 30, 2002. During the three and nine month periods ended
September 30, 2003, the Company recorded net charge-offs of $125,000 and
$303,000, respectively, compared to net charge-offs of $84,000 and $256,000,
respectively, during the corresponding periods of the prior year. On an
annualized basis, net charge-offs for the 2003 period represent 0.25% of the
average loan portfolio.
Other Income
. Other income for the three month period increased from
$464,000 at September 30, 2002, to $680,000 at September 30, 2003, an increase
of $216,000 (46.55%). For the nine month period, other income decreased from
$2,024,000 at September 30, 2002 to $1,743,000 at September 30, 2003, a
decrease of $281,000 (13.88%). The increase for the three month period was due
to income on a life insurance policy held on a now deceased executive officer
and BOLI income
.
The decrease for the nine month period is primarily due to a
gain of $764,000 arising from the negative amendment on the Bank’s
post-retirement health insurance benefit plan which was recognized in the first
quarter of 2002 and not repeated in the 2003 period, partially offset by the
recognition of BOLI income and investment securities gains for the 2003 period
and life insurance proceeds received.
Other
Expense
. Other expenses for the three month period decreased from $2,494,000 at
September 30, 2002, to $2,450,000 at September 30, 2003, a decrease of $44,000
(1.76%). For the nine month period, other expenses decreased from $7,498,000
at September 30, 2002 to $7,370,000 at September 30, 2003, a decrease of
$128,000 (1.71%). The decrease for the three and nine month period was due to
an overall general decrease in various other expenses partially offset by an
increase in occupancy expenses and salaries and employee benefits.
Income Taxes
. During the three and nine months ended September 30, 2003,
the Company recorded income tax expense of $194,000 and $413,000, respectively,
compared to an income tax expense of $227,000 and $855,000, respectively, for
the corresponding periods of the prior year. The decrease in income tax
expenses reflect the Company’s earnings plus an increased tax advantaged
portfolio in the municipal investment securities as well as tax exempt income
from BOLI and life insurance during the current year’s periods. The decrease
for the nine month period reflects the gain on the post-retirement plan
recognized in the first quarter of 2002. The Company’s effective tax rate for
the three and nine month periods in 2003 were 18.8% and 15.6%, respectively,
compared to 24.7% and 27.4%, respectively, for the prior year periods.
FINANCIAL CONDITION
General.
The Company’s assets increased to $298,211,000 at September 30,
2003 from $279,406,000 at December 31, 2002 primarily due to an increase in
investment securities available for sale and an increase in loans, which was
offset by a decrease in investment securities held to maturity. The Bank’s net
loans totaled $168,857,000 at September 30, 2003, compared to $158,287,000 at
December 31, 2002, an increase of $10,570,000 (6.68%), primarily attributable
to an increase in mortgage refinancing activity offset by a decrease in
indirect auto loans.
The Company’s total investment securities portfolio (including both
investment securities available for sale and investment securities held to
maturity) totaled $100,066,000 at September 30, 2003, a $8,206,000 or 8.93%
increase from $91,860,000 at December 31, 2002. The Bank’s cash and cash
equivalents (cash due from banks, interest-bearing deposits in other financial
institutions, and federal funds sold), as of September 30, 2003, totaled
$16,151,000, an increase of $409,000 (2.6%) from the December 31, 2002 total of
$15,742,000. The aggregate market value of investment securities held by the
Bank as of September 30, 2003 was $100,315,000 compared to $92,274,000 as of
December 31, 2002, a $8,041,000 (8.71%) increase.
Deposits as of September 30, 2003 totaled $256,417,000, which is an
increase of $14,997,000 (6.21%) from $241,420,000 at December 31, 2002. Demand
deposits as of September 30, 2003 totaled $70,151,000 which is an increase of
$11,089,000 (18.78%) from $59,062,000 at December 31, 2002. NOW accounts as of
September 30, 2003 totaled $23,953,000 which is a decrease of $118,000 (0.49%)
from $24,071,000 at December 31, 2002. Money market accounts as of September
30, 2003 totaled $20,698,000, which is an increase
9
of $809,000 (4.07%), from $19,889,000 at December 31, 2002. Savings
deposits as of September 30, 2003 totaled $52,250,000, an increase of
$4,634,000 (9.73%) from $47,616,000 at December 31, 2002. Certificates of
deposit over $100,000 totaled $17,777,000 on September 30, 2003, an increase of
$79,000 (0.45%) from $17,698,000 at December 31, 2002. Other time deposits
(made up of certificates of deposit less than $100,000 and individual
retirement accounts) totaled $71,609,000 on September 30, 2003, a $1,473,000
(2.02%) decrease from the $73,082,000 total at December 31, 2002.
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.
At September 30, 2003, there were no loans outstanding, other than those
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
10
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.
Transactions in the allowance for credit losses for the nine months ended
September 30, 2003 and 2002 were as follows:
Reserve for Unfunded Commitments.
As of September 30, 2003, the Bank had
outstanding commitments totaling $15,608,000. These outstanding commitments
consisted of letters of credit, undrawn lines of credit, and other loan
commitments. The following table shows the Bank’s allowance for credit losses
arising from these unfunded commitments:
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
11
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 September 30, 2003, totaled
$16,151,000, an increase of $409,000 (2.6%) from the December 31, 2002 total of
$15,742,000.
As of September 30, 2003, the Bank was permitted to draw on a
$
35,700,000
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. As of September
30, 2003, a
$
7 million long-term convertible advance was outstanding under this
line and a short-term borrowing of $3,500,000 was outstanding under this line.
In addition, the Bank has an unsecured line of credit in the amount of
$
5
million from another commercial bank on which it has not drawn. Furthermore, as
of September 30, 2003, the Company had outstanding $5,155,000 of its 10.6%
Junior Subordinated Deferrable Interest Debentures issued to Glen Burnie
Statutory Trust I, a Connecticut statutory trust subsidiary of the Company.
The Company’s stockholders’ equity increased by $1,477,000 or 6.78%,
during the nine months ended September 30, 2003, due to earnings, partially
offset by decreases in equity accounts from dividend distributions. The
Company’s accumulated other comprehensive income net of tax decreased by
$316,000 from $1,528,000 income at December 31, 2002 to $1,212,000 income at
September 30, 2003, as a result of unrealized holding losses relating to
securities held for investment arising during the period. Retained earnings
increased by $1,623,000 during the nine month period as the result of earnings
during the period, partially offset by dividends declared. In addition,
$130,000 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 September
30, 2003, the Bank was in full compliance with these guidelines with a Tier 1
leverage ratio of 8.98%, a Tier 1 risk-based capital ratio of 13.95% and a
total risk-based capital ratio of 15.17%.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the U.S. requires management to make estimates
and assumptions about future events that affect the amounts reported in the
financial statements and accompanying notes. Since future events and their
effects cannot be determined with absolute certainty, the determination of
estimates requires the exercise of judgment. Management has used the best
information available to make the estimations necessary to value the related
assets and liabilities based on historical experience and on various
assumptions which are believed to be reasonable under the circumstances.
Actual results could differ from those estimates, and such differences may be
material to the financial statements. The Company reevaluates these variables
as facts and circumstances change. Historically, actual results have not
differed significantly from the Company’s estimates. The following is a
summary of the more judgmental accounting estimates and principles involved in
the preparation of the Company’s financial statements, including the
identification of the variables most important in the estimation process:
Allowance for Credit Losses
. The allowance for credit losses is
management’s best estimate of the probable incurred credit losses in the
lending portfolio. The Company performs periodic and systematic detailed
reviews of its loan portfolio to identify and estimate the inherent risks and
assess overall collectibility. These reviews include loss forecast modeling
based on historical experiences and current events and conditions as well as
individual loan valuations. In each analysis, numerous portfolio and economic
assumptions are made.
12
Accrued Taxes
. Management estimates income tax expense based on the amount
it expects to owe various tax authorities. 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.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 4.
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 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 quarterly
report, and believe that the system is operating effectively to ensure
appropriate disclosure. There have been no changes in the Company’s internal
control over financial reporting during the most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
13
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
September 30, 2003
December 31, 2002
(unaudited)
(audited)
$
12,008
$
11,297
0
41
4,143
4,404
16,151
15,742
0
100
96,142
84,658
3,924
7,202
896
703
155
155
168,857
158,287
4,164
4,143
174
413
4,727
5,025
3,021
2,978
$
298,211
$
279,406
$
256,417
$
241,420
3,693
837
7,233
7,251
5,155
5,155
2,446
2,953
274,944
257,616
1,687
1,677
10,798
10,638
9,570
7,947
1,212
1,528
23,267
21,790
$
298,211
$
279,406
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2003
2002
2003
2002
$
2,852
$
3,092
$
8,501
$
9,298
427
720
1,440
1,999
470
316
1,280
855
115
122
364
397
3,864
4,250
11,585
12,549
804
1,055
2,567
3,218
1
2
3
5
109
108
327
321
137
137
410
410
1,051
1,302
3,307
3,954
2,813
2,948
8,278
8,595
10
0
10
0
2,803
2,948
8,268
8,595
255
261
762
761
359
158
803
444
3
3
8
7
0
0
0
764
63
42
170
48
680
464
1,743
2,024
1,487
1,464
4,435
4,382
159
142
535
434
804
888
2,400
2,682
2,450
2,494
7,370
7,498
1,033
918
2,641
3,121
194
227
413
855
$
839
$
691
$
2,228
$
2,266
$
0.50
$
0.41
$
1.33
$
1.36
1,684,386
1,670,221
1,680,692
1,666,681
$
0.12
$
0.12
$
0.36
$
0.32
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in Thousands)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2003
2002
2003
2002
$
839
$
691
$
2,228
$
2,266
(914
)
991
(212
)
1,750
(39
)
(22
)
(104
)
(24
)
($
114
)
$
1,660
$
1,912
$
3,992
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended September 30,
2003
2002
$
2,228
$
2,266
622
(332
)
(6
)
39
10
0
(150
)
(45
)
(309
)
0
244
(960
)
(430
)
49
2,209
1,017
100
0
22,730
8,336
9,895
9,460
(41,305
)
(38,809
)
(193
)
(51
)
(10,580
)
3,640
(604
)
(288
)
221
4
607
0
(19,129
)
(17,708
)
14,997
12,546
2,856
2,932
(18
)
(18
)
(682
)
(529
)
130
115
46
36
17,329
15,082
409
(1,609
)
15,742
18,220
$
16,151
$
16,611
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2002
2002
$
691,000
$
2,266,000
1,670,221
1,666,681
5,186
2,587
1,675,407
1,669,268
$
0.41
$
1.36
At September 30,
At December 31,
2003
2002
(Dollars in Thousands)
$
0
$
41
$
208
$
264
0
178
8
7
49
112
0
0
182
10
447
571
1
1
1
0
6
0
24
14
0
0
0
0
0
0
32
15
$
479
$
586
0.28
%
0.36
%
463.88
%
429.10
%
Nine Months Ended
September 30,
2003
2002
(Dollars in Thousands)
$
2,515
$
2,938
(639
)
(513
)
336
257
(303
)
(256
)
10
0
$
2,222
$
2,682
$
161,015
$
161,562
0.25
%
0.21
%
Nine Months Ended
September 30,
2003
2002
(Dollars in Thousands)
$
150
$
150
0
0
$
150
$
150
Not applicable.
PART II - OTHER INFORMATION
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-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
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, as amended
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 10.2 to the Registrant’s Quarterly Report on Form 10-Q for
the Period Ended March 31, 2002, File No. 0-24047)
10.3 Amended and Restated Change-in-Control Severance Plan (incorporated by
reference to Exhibit 10.3 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)
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1 Section 1350 Certifications
On August 15, 2003, the Registrant filed a Current Report of Form 8-K
furnishing, under Item 12, the Registrant’s July 31, 2003 earnings release with
respect to the Registrant’s quarter ended June 30, 2003.
14
(a)
Exhibits:
(b)
Reports on Form 8-K:
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: November 11, 2003
By:
/s/ F. William Kuethe, Jr.
F. William Kuethe, Jr. President,
Chief Executive Officer
By:
/s/ John E. Porter
John E. Porter
Chief Financial Officer
15
Exhibit 3.2
GLEN BURNIE BANCORP
ARTICLES OF AMENDMENT
GLEN BURNIE BANCORP (the “Corporation” ), a Maryland corporation having its principal office in Anne Arundel County in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation are hereby amended by striking out in its entirety ARTICLE SEVEN of the Articles of Incorporation and substituting the following in lieu thereof:
| ARTICLE SEVEN : The affirmative vote of the holders of not less than 80% of the outstanding shares of stock of The Corporation entitled to vote shall be required for the approval or authorization with respect to the following: | ||
| (a) The consolidation of the Corporation with one or more corporations to form a new consolidated corporation. | ||
| (b) The merger of The Corporation with another corporation or the merger of one or more corporations into The Corporation. | ||
| (c) The sale, lease, exchange or other transfer of all, or substantially all, of the property and assets of The Corporation, including its good will. | ||
| (d) The participation of The Corporation in a share-exchange (as defined in the Corporations and Associations Article of the Annotated Code of Maryland) the stock of which is to be acquired. | ||
| (e) The voluntary liquidation, dissolution or winding up of The Corporation. |
SECOND: This amendment of the Corporation’s Articles of Incorporation was duly approved and declared advisable by the Board of Directors of the Corporation at a meeting duly held on September 11, 2003, and approved by the stockholders of the Corporation at a meeting duly held on October 8, 2003.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary, on the 8th day of October, 2003. Each of the undersigned officers of the Corporation acknowledges, under the penalties of perjury, that these Articles of Amendment are the corporate act of the Corporation and that the matters and facts set forth herein with respect to authorization and approval are true in all material respects, to the best of his or her knowledge, information and belief.
| ATTEST: | GLEN BURNIE BANCORP | ||
| /s/ Dorothy A. Abel | By: /s/ F. William Kuethe, Jr. | (SEAL) | |
|
|
|
||
| Dorothy A. Abel | F. William Kuethe, Jr. | ||
| Secretary | President |
Exhibit 3.4
BY-LAWS
ARTICLE I
The principal office of the corporation shall be at 101 Crain Highway, SE,
Glen Burnie, Anne Arundel County, State of Maryland. The corporation may also
have offices at such other places within the State of Maryland as the Board of
Directors may from time to time determine or the business of the corporation
may require, provided permission is obtained from applicable regulators.
ARTICLE II
1. Place of Meetings
Meetings of stockholders shall be held at the principal office of the
corporation or at such place within the State of Maryland as the Board of
Directors shall authorize.
2. Annual Meeting
The Annual Meeting of Stockholders shall be held on the second Thursday of
May at 2:00 p.m. in each year if not a legal holiday, and if a legal holiday,
then on the next business day following at the same hour, when the stockholders
shall elect a board and transact such other business as may properly come
before the meeting. In the event of extremely inclement weather, an act of God,
or other emergency situations, the meeting may be postponed from day to day
until said situation is alleviated.
3. Special Meetings
A special meeting of the stockholders may be called at any time by the
Chairman of the Board of Directors, the President, a majority of the Board of
Directors then serving or at the request in writing by stockholders entitled to
cast at least twenty five percent (25%) of all the votes entitled to be cast at
the meeting. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at a special meeting shall be confined to the
purposes stated in the notice. Notice of special meetings shall be given by the
Secretary not less than ten (10) nor more then ninety (90) days before the date
of such meeting in writing to each stockholder entitled to vote at the meeting.
4. Fixing Record Date
For the purpose of making any proper determination with respect to
stockholders including which stockholders are entitled to: a) notice of a
meeting; b) vote at a meeting; c) receipt of a dividend; d) be allotted other
rights, the stock transfer books of the corporation may be closed for a period
not to exceed twenty (20) days. The record date shall not be more than ninety
(90) days before the date on which the action requiring the determination will
be taken or less than ten (10) days before the date of the meeting. The Board
of Directors may choose the record date, however if no record date is fixed, it
shall be determined in accordance with the provisions of the Corporations &
Associations Article of the Annotated Code of Maryland as it may be amended
from time to time.
5. Notice of Meeting of Stockholders
Written notice of each meeting of stockholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each stockholder entitled
to vote at such meeting, not less than ten (10) nor more than thirty (30) days
before the date of the meeting. If action is proposed to be taken that might
entitle stockholders to payment for their shares, the notice shall include a
statement of that purpose and to that effect. If mailed, the notice is given
when deposited in the United States mail, with postage thereon prepaid,
directed to the stockholder at the stockholder’s address as it appears on the
record of stockholders, or, if the stockholder has filed with the Secretary a
written request that any notices be mailed to some other address, then directed
to such other address.
6. Waivers
Notice of any meeting need not be given to any stockholder who signs a
waiver of notice, in person or by proxy, whether before or after the meeting.
The attendance of any stockholder at a meeting, in person or by proxy, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by the stockholder.
7. Quorum of Stockholders
Unless the Articles of Incorporation provide otherwise, the holders of a
majority of the shares entitled to vote thereat shall constitute a quorum at a
meeting of stockholders for the transaction of any business.
When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the absence of a
quorum.
8. Proxies
Every stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for that stockholder by proxy.
Every proxy must be signed by the stockholder or the stockholder’s
attorney-in-fact. Proxies shall not be valid after the meeting for which they
are granted or continuation thereof and the purposes therein contained. Every
proxy shall be revocable at the pleasure of the stockholder executing it,
except as otherwise provided by law.
9. Qualification of Voters
Every stockholder of record shall be entitled at every meeting of
stockholders to one (1) vote for every share standing in that stockholder’s
name on the record of stockholders.
10. Vote of Stockholders
Except as otherwise required by statute or by the Articles of
Incorporation:
a) Directors shall be elected by a plurality of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote in the
election;
b) The affirmative vote of the holders of not less than 80% of the
outstanding shares of stock of the corporation entitled to vote shall be
required for the approval or authorization with respect to the following:
1) The amendment of Articles of Incorporation.
2) The consolidation of the corporation with one or more corporations to
form a new consolidated corporation.
2
3) The merger of the corporation with another corporation or the merger of
one or more corporations into the corporation.
4) The sale, lease, exchange or other transfer of all, or substantially
all, of the property and assets of the corporation, including its goodwill.
5) The participation of the corporation in a share-exchange (as defined in
the Corporations & Association Article of the Annotated Code of Maryland) the
stock of which is to be acquired.
6) The voluntary liquidation, dissolution or winding up of the
corporation.
c) All other corporate actions, unless otherwise indicated herein, shall
be authorized by a majority of the votes cast.
11. Written Consent of Stockholders
Any action that may be taken by vote may be taken without a meeting on
written consent, setting forth the action so taken, signed by the holders of
all the outstanding shares entitled to vote thereon or signed by such lessor
number of holders as may be provided for in the Articles of Incorporation.
ARTICLE III
1. Board of Directors
Subject to any provision in the Articles of Incorporation, the business of
the corporation shall be managed by its Board of Directors, each of whom shall
be a citizen of the United States and the State of Maryland and be at least the
age of majority and be stockholders with sufficient shares to qualify under the
provisions Section 3-403 of the Financial Institutions Article of the Annotated
Code of Maryland as it may be amended from time to time.
Former Directors may be elected by the Board of Directors to an honorary
position of Director Emeritus, however such Directors will not have a vote and
will not be required to attend regular Board of Directors meetings. The
Directors Emeritus will receive such compensation as the Board of Directors may
determine.
2. Number of Directors
The property, business and affairs of this corporation shall be managed by
a Board of not less than nine (9) Directors, nor more than sixteen (16).
However, two (2) of the directorships may be left vacant to be filled at the
discretion of the Board of Directors. Directors appointed under this provision
shall hold office until the next Annual Meeting where they will be subject to
election by the stockholders for another term, if the stockholders wish to fill
all directorships. The number of directors to serve each year shall be
determined at the Annual Meeting of the Stockholders of the corporation.
3. Election and Term of Directors
At the 1999 Annual Meeting of Stockholders, the Directors elected by the
Stockholders shall be divided into three classes (denominated as Class A, Class
B and Class C), as nearly equal in number as reasonably possible, with the term
of office of the Class A Directors to expire at the year 2000 Annual Meeting of
Stockholders, the term of office of Class B Directors to expire at the year
2001 Annual Meeting of Stockholders, and the term of office of the Class C
Directors to expire at the year 2002 Annual Meeting of Stockholders. At each
Annual Meeting of Stockholders following such initial classification and
election, Directors elected to succeed those Directors whose terms expire shall
be elected for three (3) year term of office, provided that the Stockholders
electing new of replacement Director may from time to time specify a term of
less than three years in order to maintain the number of Directors in each
class as nearly equal as possible.
3
4. Vacancies
Any vacancy on the Board of Directors may be filled by the Board of
Directors. A Director elected by the Board of Directors to fill a vacancy shall
be elected to hold office until the next Annual Meeting of Stockholders and
until his successor has been elected and qualified.
5. Removal of Directors
The stockholders may remove the entire Board of Directors or any
individual Director from office by an affirmative vote of eighty percent (80%)
of all votes entitled to be cast at an election of Directors. In case the Board
or any one or more Directors be so removed, new Directors may be elected at the
same meeting. The Board of Directors may remove a Director for cause or
physical disability of long duration by a vote of eighty percent (80%) of the
members then serving on the Board of Directors.
6. Resignation
A Director may resign at any time by giving written notice to the Board,
the President, the Treasurer or Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such officer and the acceptance of the resignation shall not be
necessary to make it effective.
7. Quorum of Directors
At all meetings of the Board of Directors, a majority of the Directors
serving shall be necessary and a quorum for the transaction of business, and
every act of the majority of the Directors present at a meeting at which a
quorum is present, shall be regarded as the act of the Board of Directors,
unless a greater number is required by law or under the provisions of these
By-Laws. In absence of a quorum, a majority of the Directors present may
adjourn from day to day until the time fixed for the next regular meeting of
the Board of Directors or until a quorum shall attend.
8. Action of the Board of Directors
Unless otherwise required by law, the vote of a majority of the Directors
present at the time of the vote, if a quorum is present at such time, shall be
the act of the Board of Directors. Each Director present shall have one vote
regardless of the number of shares that Director may hold.
9. Place and Time of Board Meeting
The Board of Directors may hold its meetings at the office of the
corporation or at such other place, within the State of Maryland, as it may
from time to time determine.
10. Regular Annual Meeting
A regular Annual Meeting of the Board of Directors shall be held
immediately following the Annual Meeting of the Stockholders at the place of
such Annual Meeting of Stockholders.
11. Notice of Meetings of the Board, Adjournment
Regular meetings of the Board of Directors may be held without written
notice at such time and place as it shall from time to time determine. Special
meetings of the Board of Directors shall be held upon notice to the Directors
and may be called by the President upon three (3) days notice to each Director
either personally or by mail, or by wire. Special meetings shall be called by
the President or by the Secretary, and/or the Treasurer in a like manner on
written request of two (2) Directors. Notice of a meeting need not be given to
any Director who submits a waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice.
4
12. Chairman
The Chairman of the Board of Directors shall preside at all meetings of
the Board of Directors and the stockholders of the corporation. The Chairman
shall be an ex officio member of all standing committees. The Chairman’s main
duties shall consist of relations between the Board of Directors and the
Officers and the Board of Directors and the stockholders. Also, the Chairman
may exercise such other and further authority as the Board of Directors may,
from time to time, delegate to the Chairman.
13. Compensation
The Board of Directors shall provide for compensation to be paid to
Directors, Committee members and the Secretary attending meetings of the Board
and any Committees.
ARTICLE IV
1. Offices, Election, Term
The officers of the corporation shall consist of: President (who may also
be Chairman of the Board of Directors), Vice Presidents, Secretary and
Treasurer. All of said officers shall be elected by the Board of Directors. New
Officer positions may be created and filled by the Board of Directors at any
regular or special Board meeting.
2. President
The President shall be the Chief Executive Officer of the corporation.
The President shall carry into effect all legal directions of the Executive
Committee and the Board of Directors and shall at all times exercise general
supervision over the interests, affairs, and operations of the corporation and
perform all duties with reference thereto or incident to office of President.
Also, the President may perform such duties as the Board of Directors may
designate from time to time. The President shall be an ex officio member of all
standing Committees.
3. Vice President
During the absence or disability of the President, the Vice President
shall have all the duties and powers and functions of the President.
The Vice President shall perform such duties as may be prescribed by the
Board of Directors from time to time.
4. Assistant Vice President
The Board of Directors may appoint an Assistant Vice President or more
than one Assistant Vice President. Each Assistant Vice President shall have
power to perform all duties of the Vice President in the absence or disability
of the Vice President and shall have such other powers and shall perform such
other duties as may be assigned by the Board of Directors or the President.
5. Treasurer
The Treasurer shall have custody of all the funds and securities of the
corporation, and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. The Treasurer shall
deposit all monies and other valuables in the name and to the credit of the
corporation in such despository or despositories as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall render to the President and the Board of
Directors, whenever either of them so request, an account of all transactions
as Treasurer and of the financial condition of the corporation.
Duties generally incident to the office of Treasurer, subject to the
control of the Board of Directors and the President.
5
During the absence or disability of the Treasurer, the Board of Directors
may select an Acting Treasurer to serve, who shall have all the powers and
functions of the Treasurer. The Acting Treasurer would serve until, in the
judgment of the Board of Directors, the Treasurer could return to duty.
6. Secretary
The Secretary shall have the custody of the seal of the corporation and
shall affix the same to all instruments requiring it, when authorized by the
Board of Directors or the President and attest the same. In general, the
Secretary shall perform all duties generally incident to the office of
Secretary, subject to the control of the Board of Directors and the President.
During the absence or disability of the Secretary, the Board of Directors
may elect an Acting Secretary to serve, who shall have all the powers and
duties of the Secretary. The Acting Secretary will serve until, in the judgment
of the Board of Directors, the Secretary could return to duty.
7. Counsel
The Board of Directors shall have the power to appoint a Counsel. The
Counsel of this corporation shall have such powers and perform such duties as
the Board of Directors shall prescribe.
ARTICLE V
1. Certificates
The shares of the corporation shall be represented by certificates unless
represented by book entries (Statement of Account). They shall be numbered and
entered in the books of the corporation as they are issued. They shall exhibit
the holder’s name and the number of shares and shall be signed by the officers
designated in these By-Laws, and shall bear the corporate seal. The President
and Secretary, shall sign all certificates of stock and shall have power to
make any and all transfers of the stock of this corporation which may be
authorized. In the absence of the President the Vice President shall perform
the duties and in the absence of the Secretary the Assistant Secretary shall
perform these duties in reference to said certificates.
2. Lost or Destroyed Certificates
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by
corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate to be lost or
destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum and
with such surety or sureties as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.
3. Transfer of Shares
a. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person or persons
entitled thereto, and cancel the old certificate. Every such transfer shall be
entered on the transfer book of the corporation which shall be kept at its
principal office. No transfer shall be made within twenty (20) days next
preceding the Annual Meeting of the Stockholders.
b. The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof and accordingly shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Maryland.
6
4. Transfer Books
The Board of Directors may prescribe a period not exceeding twenty (20)
days prior to any meeting of the stockholders, during which time no transfer of
stock on the books of the corporation may be made.
ARTICLE VI
The Board of Directors, at their discretion, may, when the surplus profits
justify, declare dividends (or distribution of surplus profits) to the holders
of shares of capital stock.
ARTICLE VII
The funds of this corporation may be invested, loaned or expended in such
manner and on such terms as the Board of Directors or Executive Committee may
determine, subject to applicable State and Federal laws and regulations.
To acquire, hold, own, sell, assign, exchange, transfer or otherwise
dispose of or deal in and with any of the shares of capital stock and other
securities and interest issued or created by any banking institution or
association organized under the laws of the United States of America, any
state, other political subdivision or any foreign government, or any other firm
or corporation to the extent permitted by applicable laws or regulations.
ARTICLE VIII
The seal of the corporation shall be circular in form and bear the name of
the corporation, the year of its organization and the words “Corporate Seal -
Maryland.” The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved, or printed.
ARTICLE IX
All corporate instruments and document, except stock certificates, shall
be signed or countersigned, executed, verified or acknowledged by such officer
or officers or other person or persons as the Board of Directors may from time
to time designate.
ARTICLE X
The fiscal year shall begin the first day of January in each year and end
on the following 31st day of December in each year.
ARTICLE XI
Reference to the Certificate of Incorporation and the Articles of
Incorporation in these By-Laws shall include all amendments thereto or changes
thereof unless specifically exempted.
7
ARTICLE XII
1. Amendment, Repeal, Adoption, Election of Directors
Except as otherwise provided in the Articles of Incorporation, the Bylaws
may be amended by the stockholders of the Corporation by an affirmative vote of
66 2/3% of all the votes entitled to be cast on the matter. The By-Laws may be
amended or repealed at any Special Meeting called for that purpose or at any
regular Annual Meeting, provided however that notice, as required, is given to
all stockholders entitled to said notice.
ARTICLE XIII
As used in this Article XIII, any word or words defined in Section 2-418
of the Corporations & Associations Article of the Annotated Code of Maryland,
as amended from time to time, (the is Indemnification Section) shall have the
same meaning as provided in the Indemnification Section. The corporation may
indemnify and advance expenses to a Director, officer, employee, Committee
member of the Corporation in connection with a proceeding to the fullest extent
permitted by and in accordance with the Indemnification Section.
ARTICLE XIV
Notice of the time, place and purpose of such meeting shall be given by
publication in at least one (1) newspaper published in Anne Arundel County,
Maryland, not less than ten (10) days prior to the meeting, in which said
notice shall set forth the time and place of said meeting and also the fact
that the meeting is an Annual Meeting and that the annual election of directors
will then be held.
ARTICLE XV
At every Annual Meeting of the Stockholders, the President shall submit
full reports of the financial condition of the corporation and the results of
its operations during the preceding year.
ARTICLE XVI
At the meeting, the Chairman of the meeting shall appoint two (2) or more
persons to act as inspectors of election. However, the failure to appoint such
inspectors shall not in any way affect the validity of the election or other
proceedings taken at the meeting.
OF
GLEN BURNIE BANCORP
OFFICES
STOCKHOLDERS
DIRECTORS
OFFICERS
CERTIFICATES FOR SHARES
DIVIDENDS
INVESTMENTS, LOANS AND EXPENDITURES
CORPORATE SEAL
EXECUTION OF INSTRUMENTS
FISCAL YEAR
AND
ARTICLES OF INCORPORATION
BY-LAW CHANGES
INDEMNIFICATION OF OFFICERS AND DIRECTORS
PUBLICATION OF NOTICE TO STOCKHOLDERS
ANNUAL REPORT OF THE PRESIDENT
INSPECTORS OF ELECTION
8
Exhibit 31.1
CERTIFICATION
I, F. William Kuethe, Jr., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Glen Burnie
Bancorp;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant
as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
5. The Registrant’s other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant’s auditors and the audit committee of Registrant’s board of
directors (or persons performing the equivalent function):
(a)
Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this report is being prepared;
(b)
Evaluated the effectiveness of the Registrant’s
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c)
Disclosed in this report any change in the
Registrant’s internal control over financial reporting that
occurred during the Registrant’s most recent fiscal quarter
(the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrant’s internal control
over financial reporting; and
(a)
All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the Registrant’s ability to record, process, summarize
and report financial information; and
(b)
Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Registrant’s internal control over financial reporting.
Date:
November 11, 2003
/s/ F. William Kuethe, Jr.
F. William Kuethe, Jr.
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, John E. Porter, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Glen Burnie
Bancorp;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Registrant
as of, and for, the periods presented in this report;
4. The Registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
5. The Registrant’s other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Registrant’s auditors and the audit committee of Registrant’s board of
directors (or persons performing the equivalent function):
(a)
Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this report is being prepared;
(b)
Evaluated the effectiveness of the Registrant’s
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(c)
Disclosed in this report any change in the
Registrant’s internal control over financial reporting that
occurred during the Registrant’s most recent fiscal quarter
(the Registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrant’s internal control
over financial reporting; and
(a)
All significant deficiencies and material
weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the Registrant’s ability to record, process, summarize
and report financial information; and
(b)
Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the Registrant’s internal control over financial reporting.
Date: November
11, 2003
/s/ John E. Porter
John E. Porter
Chief Financial Officer
Exhibit 32.1
SECTION 1350 CERTIFICATIONS
In connection with the Quarterly Report of Glen Burnie Bancorp (the
“Company”) on Form 10-Q for the period ending September 30, 2003 as filed with
the Securities and Exchange Commission and to which this Certification is an
exhibit (the “Report”), the undersigned hereby certify, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2)
The information contained in the Report fairly
presents, in all material respects, the financial condition
and result of operations of the Company for the periods
reflected therein.
Date: November 11, 2003
/s/ F. William Kuethe, Jr.
F. William Kuethe, Jr.
President, Chief Executive Officer
/s/ John E. Porter
John E. Porter
Chief Financial Officer