10-Q 1 gbb10q63001.txt GLEN BURNIE BANCORP 6/30/01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 June 30, 2001 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 __ --- At August 7, 2001, the number of shares outstanding of the registrant's common stock was 1,657,076. 1 TABLE OF CONTENTS Part I - Financial Information Page ---- Item 1. Financial Statements: ------- Condensed Consolidated Balance Sheets, June 30, 2001 (unaudited) and December 31, 2000 (audited) 3 Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2001 and 2000 (unaudited) 4 Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2001 and 2000(unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2001 and 2000 (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 12 Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders 13 ------- Item 6. Exhibits and Reports on Form 8-K 13 ------- 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GLEN BURNIE BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (Unaudited)

June 30, 2001 December 31, ------------- ------------ ASSETS (unaudited) 2000 ---- Cash and due from banks $8,258 $9,559 Interest-bearing deposits in other financial institutions 6,503 51 Federal funds sold 6,071 5,899 ------ ------ Cash and cash equivalents 20,832 15,509 Certificates of deposit in other financial institutions 100 100 Investment securities available for sale, at fair value 32,100 21,309 Investment securities held to maturity, at cost (fair value June 30: $26,391 December 31: $31,019) 26,375 31,286 Federal Home Loan Bank stock, at cost 652 652 Common Stock in the Glen Burnie Statutory Trust I 155 155 Loans, less allowance for credit losses (June 30: $3,296; December 31: $3,385) 160,034 162,374 Premises and equipment, at cost, less accumulated depreciation 4,123 4,268 Other real estate owned 482 484 Other assets 3,218 3,074 -------- -------- Total assets $248,071 $239,211 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits 214,848 $205,968 Short-term borrowings 848 488 Long-term borrowings 7,286 7,297 Other liabilities 2,249 3,122 -------- -------- Total liabilities $225,231 $216,875 -------- -------- Guaranteed preferred beneficial interests in Glen Burnie Bancorp junior subordinated debentures 5,155 5,155 -------- -------- STOCKHOLDERS' EQUITY: Common stock, par value $1, authorized 15,000,000 shares; Issued and outstanding: June 30: 1,653,831 shares; December 31: 1,110,049 shares 1,654 $1,110 Surplus 10,271 10,374 Retained earnings 5,536 5,544 Accumulated other comprehensive income 224 153 -------- -------- Total stockholders' equity 17,685 17,181 -------- -------- Total liabilities and stockholders' equity $248,071 $239,211 ======== ======== See accompanying notes to condensed consolidated financial statements.

3 GLEN BURNIE BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands, Except Per Share Amounts) (Unaudited)

Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ 2001 2000 2001 2000 ---- ---- ---- ---- Interest income on: Loans, including fees $3,249 $3,573 $6,535 $6,691 U.S. Treasury and U.S. Government agency securities 651 664 1,293 1,340 State and Municipal securities 167 13 291 13 Other 236 68 475 103 ----- ----- ----- ----- Total interest income 4,303 4,318 8,594 8,147 ----- ----- ----- ----- Interest expense on: Deposits 1,384 1,383 2,872 2,702 Short-term borrowings 4 9 11 34 Long-term borrowings 73 0 181 0 Junior subordinated debentures 137 0 278 0 ----- ----- ----- ----- Total interest expense 1,598 1,392 3,342 2,736 ----- ----- ----- ----- Net interest income 2,705 2,926 5,252 5,411 Provision for credit losses 0 0 0 0 ----- ----- ----- ----- Net interest income after provision for credit losses 2,705 2,926 5,252 5,411 ----- ----- ----- ----- Other income: Service charges on deposit accounts 248 240 480 487 Other fees and commissions 141 182 282 316 Other non-interest income 9 0 16 59 Gains on investment securities 29 0 47 0 Gain on sale of real estate 0 447 0 447 ----- ----- ----- ----- Total other income 427 869 825 1,309 ----- ----- ----- ----- Other expenses: Salaries and employee benefits 1,376 1,400 2,709 2,773 Occupancy 117 143 281 313 Other expenses 1,096 922 1,887 1,765 ----- ----- ----- ----- Total other expenses 2,589 2,465 4,877 4,851 ----- ----- ----- ----- Income before income taxes 543 1,330 1,200 1,869 Income tax expense 131 500 321 672 ----- ----- ----- ----- Net income $412 $830 $879 $1,197 ==== ==== ==== ====== Basic and diluted earnings per share of common stock $.25 $.50 $.53 $.73 === ==== ==== ====== Weighted average shares of common stock outstanding 1,654,051 1,650,808 1,655,578 1,649,125 ========= ========= ========= ========= Dividends declared per share of common stock $.10 $.10 $.20 $.18 ==== ====== ==== ==== See accompanying notes to condensed consolidated financial statements.

4 GLEN BURNIE BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in Thousands) (Unaudited)

Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ 2001 2000 2001 2000 ---- ---- ---- ---- Net income $412 $830 $879 $1,197 Other comprehensive income (loss), net of tax Unrealized gains (losses) securities: Unrealized holding gains (losses) arising during period (59) (4) 100 (36) Reclassification adjustment for (gains) losses included in net income (18) 0 (29) 0 ----- ---- ---- ------ Comprehensive income $ 335 $826 $950 $1,161 ===== ==== ==== ====== See accompanying notes to condensed consolidated financial statements.

5 GLEN BURNIE BANCORP AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited)

Six Months Ended June 30, ------------------------- 2001 2000 ---- ---- Cash flows from operating activities: Net income $879 $1,197 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization, and accretion 292 390 Provision for credit losses 0 0 Changes in assets and liabilities: (Increase) decrease in other assets (124) 587 (Decrease) increase in other liabilities (829) 292 ---- ----- Net cash provided by operating activities 218 2,466 ---- ----- Cash flows from investing activities: Maturities of available for sale mortgage-backed securities 2,081 1,187 Proceeds from disposals of investment securities 4,500 500 Purchases of investment securities (12,254) (3,030) Decrease (increase) in loans, net 2,340 (7,954) Purchases of premises and equipment (303) (245) Proceeds from sale of other real estate 2 72 ------ ------ Net cash used by investing activities (3,634) (8,840) ------ ------ Cash flows from financing activities: Increase in deposits, net 8,880 9,535 Increase (decrease) in short-term borrowings 360 (1,617) Repayment of long-term borrowings (11) 0 Dividends paid (380) (275) Common stock dividends reinvested 39 102 Issuance of common stock 0 50 Repurchase and retirement of common stock (149) 0 ----- ----- Net cash provided by financing activities 8,739 7,795 ----- ----- Increase in cash and cash equivalents 5,323 1,421 Cash and cash equivalents, beginning of year 15,509 8,883 ------ ----- Cash and cash equivalents, end of period $20,832 $10,304 ======= ======= See accompanying notes to condensed consolidated financial statements.

6 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 and six months ended June 30, 2001 and 2000. Operating results for the three and six-month periods ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. NOTE 2 - EARNINGS PER SHARE Information for net income per share and weighted average shares outstanding for prior periods have been restated to reflect 551,197 shares of common stock issued in a three for two stock dividend paid in June, 2001. 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. 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, had consolidated net income of $412,000 ($0.25 basic and diluted earnings per share) for the second quarter of 2001, compared to second quarter 2000 consolidated net income of $830,000 ($0.50 basic and diluted earnings per share). Year-to-date consolidated net income for the six months ended June 30, 2001 was $879,000 ($.53 basic and diluted earnings per share), compared to $1,197,000 ($0.73 basic and diluted earnings per share) for the six months ended June 30, 2000. The decrease in consolidated net income was primarily due to higher consolidated net income during the 2000 period from a gain on the sale of foreclosed property recorded in the six months ended June 2000, as well as higher interest expense on long-term borrowings and junior subordinated debentures during the 2001 period. All historic earnings per share figures have been adjusted to reflect the Company's stock dividend paid on June 21, 2001. Net Interest Income. The Company's consolidated net interest income prior to provision for credit losses for the three and six months ended June 30, 2001 was $2,705,000 and $5,252,000, respectively, compared to $2,926,000 and $5,411,000 for the same periods in 2000, a decrease of $221,000 (or 7.55%) for the three-month period, and an decrease of $159,000 (or 2.94%) for the six-month period. These decreases were primarily attributable to lower interest rates on earning assets. Interest income decreased $15,000 (0.35%) for the three months ended June 30, 2001, and increased $447,000 (5.49%) for the six months ended June 30, 2001, compared to the same periods in 2000. The decrease for the three-month period was primarily due to decreased interest income on loans and the absence of the interest income earned in the 2000 period from non-accrual interest collected on the sale of foreclosed real estate, which absence was partially offset by increases during the 2001 period in portfolio securities income and other interest income. The increase for the six-month period was due to an increase in portfolio securities and other interest income, partially offset by decreased interest income on loans. Interest income on loans decreased $324,000 (9.07%) for the three months ended June 30, 2001, and decreased $156,000 (2.33%) for the six months ended June 30, 2001, compared to the same periods in 2000, due to declining loan demand and a decline in the rates charged on new loans. Interest expense increased $206,000 (14.80%) for the three months ended June 30, 2001, and increased $606,000 (22.15%) for the six months ended June 30, 2001, compared to the 2000 periods, due to interest on long-term borrowings and junior subordinated debentures. Net interest margins for the three and six months ended June 30, 2001 were 4.91% and 4.85%, respectively, compared to tax equivalent net interest margins of 5.75% and 5.39% for the three and six month periods ended June 30, 2000. The decreases in net interest margins for the three and six month periods ended June 30, 2001 were primarily due to the absence of the interest income earned in the second quarter of 2000 from non-accrual interest collected on the sale of foreclosed real estate. Provision For Credit Losses. The Company made no additional provision for credit losses during the three and six month periods ended June 30, 2001 and 2000. As of June 30, 2001, the allowance for credit losses equaled 1,049.68% of non-accrual and past due loans compared to 837.87% at December 31, 2000 and 883.81% at June 30, 2000. During the three and six month periods ended June 30, 2001, the Company recorded net charge-offs of $54,000 and $89,000, respectively, compared to net charge-offs of $39,000 and net recoveries of $463,000, respectively, during the corresponding periods of the prior year. On an annualized basis, net charge-offs for the 2001 period represent .11% of the average loan portfolio. Other Income. Other income decreased from $869,000 and $1,309,000, respectively, for the three and six month periods ended June 30, 2000, to $427,000 and $825,000, respectively, for the corresponding 2001 periods, a $442,000 (50.86%) decrease for the three month period and a $484,000 (36.97%) decrease for the six month period. These decreases were primarily due to a gain on the sale of a foreclosed property in 2000. 8 Other Expense. Other expenses increased from $2,456,000 and $4,851,000, respectively, for the three and six month periods ended June 30, 2000, compared to $2,589,000 and $4,877,000, respectively, for the corresponding 2001 periods, a $124,000 (5.03%) increase for the three month period and a $26,000 (0.54%) increase for the six month period. These increases were primarily due to increases in various items of non-interest operating expenses. Income Taxes. During the three and six months ended June 30, 2001, the Company recorded income tax expense of $131,000 and $321,000, respectively, compared to an income tax expense of $500,000 and $672,000, 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 investment securities during the current year's periods. The Company's effective tax rate for the three and six month periods in 2001 were 24.13% and 26.75%, respectively, compared to 37.59% and 35.96%, respectively, for the prior year periods. FINANCIAL CONDITION General. The Company's assets increased to $248,071,000 at June 30, 2001 from $239,211,000 at December 31, 2000 primarily due to an increase in cash and cash equivalents and investment securities (available for sale) offset partially by a decrease in loans and investment securities (held to maturity). The Bank's net loans totaled $160,034,000 at June 30, 2001, compared to $162,374,000 on December 31, 2000, a decrease of $2,340,000 (1.44%), primarily attributable to decreased loan demand. The Company's total investment securities portfolio (including both investment securities available for sale and investment securities held to maturity) totaled $58,475,000 at June 30, 2001, a $5,880,000 or 11.18% increase from $52,595,000 at December 31, 2000. The Bank's cash and cash equivalents (cash due from banks, interest-bearing deposits in other financial institutions, and federal funds sold), as of June 30, 2001, totaled $20,832,000, an increase of $5,323,000 (34.32%) from the December 31, 2000 total of $15,509,000. The aggregate market value of investment securities held by the Bank as of June 30, 2001 was $58,491,000 compared to $52,328,000 as of December 31, 2000, a $6,163,000 (11.78%) increase. Deposits as of June 30, 2001 totaled $214,848,000, which is an increase of $8,880,000 (4.31%) from $205,968,000 at December 31, 2000. Demand deposits as of June 30, 2001 totaled $52,219,235 which is a decrease of $743,256 (1.4%) from $52,962,491 at December 31, 2000. NOW accounts as of June 30, 2001 totaled $21,112,323 which is an increase of $1,467,438 (7.47%) from $19,644,885 at December 31, 2000. Money market accounts as of June 30, 2001 totaled $17,718,803, which is an increase of $952,413 (5.68%) from $16,766,390 at December 31, 2000. Savings deposits as of June 30, 2001 totaled $41,211,361, an increase of $696,831 (1.72%) from $40,514,530 at December 31, 2000. Certificates of deposit over $100,000 totaled $13,448,679 on June 30, 2001, an increase of $1,452,923 (12.1%) from $11,995,756 at December 31, 2000. Other time deposits (made up of certificates of deposit less than $100,000 and individual retirement accounts) totaled $68,663,182 on June 30, 2001, a $4,752,006 (7.44%) increase from the $63,911,176 total at December 31, 2000. The Company attributes the increase in total deposits to cash outflows from the stock market. 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. 9

At June 30 At December 31, ---------- --------------- 2001 2000 ---- ---- (Dollars in Thousands) ---------------------- Restructured loans $332 $370 ==== ==== Non-accrual loans: Real estate - mortgage: Residential $187 $120 Commercial 0 77 Real estate - construction 0 0 Installment 97 72 Credit card & related 0 0 Commercial 7 101 ---- ---- Total nonaccrual loans 291 370 ---- ---- Accruing loans past due 90 days or more: Real estate - mortgage: Residential 23 34 Commercial 0 0 Real estate - construction 0 0 Installment 0 0 Credit card & related 0 0 Commercial 0 0 Other 0 0 ---- ---- Total accruing loans past due 90 days or more 23 34 ---- ---- Total non-accrual and past due loans $314 $404 ==== ==== Non-accrual and past due loans to gross loans 0.19% 0.24% ===== ===== Allowance for credit losses to non-accrual and past due loans 1,049.68% 837.87% ========= =======

At June 30, 2001, 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 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. 10 Transactions in the allowance for credit losses for the six months ended June 30, 2001 and 2000 were as follows:

Six Months Ended June 30 ------- 2001 2000 ---- ---- (Dollars in Thousands) ---------------------- Beginning balance $3,385 $2,922 Charge-offs (265) (409) Recoveries 176 872 ------ ------ Net charge-offs (89) 463 Provisions charged to operations 0 0 ------ ------ Ending balance $3,296 $3,385 ====== ====== Average loans $158,869 $155,069 Net charge offs to average loans (annualized) .11% 0.60%

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 June 30, 2001, totaled $20,832,000 an increase of $5,323,000 (34.32%) from the December 31, 2000 total of $15,509,000. As of June 30, 2001, the Bank was permitted to draw on a $28,705,000 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 June 30, 2001, a $7.0 million long-term convertible advance was outstanding under this line. In addition the Bank has a secured line of credit in the amount of $5.0 million from another commercial bank on which it has not drawn. Furthermore, as of June 30, 2001, 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 $504,000 or 2.93%, during the six months ended June 30, 2001, due to earnings, which was offset by dividends paid. The Company's accumulated other comprehensive income increased by $71,000 from $153,000 at December 31, 2000 to $224,000 at June 30, 2001, as a result of unrealized holding gains (relating to securities held for investment) arising during the period. Retained earnings decreased by $8,000 during the six month period as the result of the 3 for 2 stock split and dividends paid, offset by earnings. In addition, $38,683 was transferred to stockholders' equity in consideration for shares to be issued under the Company's dividend reinvestment plan in lieu of cash dividends. 11 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 June 30, 2001, the Bank was in full compliance with these guidelines with a Tier 1 leverage ratio of 8.86%, a Tier 1 risk-based capital ratio of 12.79% and a total risk-based capital ratio of 14.05%. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable. 12 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. On May 10, 2001, the Company held its Annual Meeting of Stockholders. The only matters submitted to the stockholders for a vote were the election of four directors and the authorization of the Board of Directors to select an outside auditing firm for the Company's fiscal year ending December 31, 2001. The nominees submitted for election as directors were F. William Kuethe, Jr., William N. Scherer, Sr., Thomas Clocker, and Karen Thorwarth. At the Meeting, at least 779,730 shares were voted in favor of each nominee, no more than 99,715 shares were voted to withhold approval of any director. As a result, all of the nominees were elected to serve as directors until the next annual meeting of shareholders of the Company and until their successors are duly elected and qualified. Directors not up for re-election and continuing in office after the Meeting are: Charles L. Hein, Alan E. Hahn, Shirley E. Boyer, John I. Young, John E. Demyan, Theodore L. Bertier, Jr., F. W. Kuethe, III, and Mary Lou Wilcox. At the Meeting, 770,123 shares were voted in favor of authorizing the Board of Directors to select an outside auditing firm for the Company's fiscal year ending December 31, 2001, 110,822 shares voted to withhold authorization, and 1,068 shares abstained. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: Exhibit No. 3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's Form 8-A filed December 27, 1999, File No. 0-24047) 3.2 By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1998, File No. 0-24047) 3.3 Articles Supplementary, dated November 16, 1999 (incorporated by reference to Exhibit 3.3 to the Registrant's Current Report on Form 8-K filed December 8, 1999, File No. 0-24047) 4.1 Rights Agreement, dated as of February 13, 1998, between Glen Burnie Bancorp and The Bank of Glen Burnie, as Rights Agent, as amended and restated as of December 27, 1999 (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant's Form 8-A filed December 27, 1999, File No. 0-24047) 10.1 Glen Burnie Bancorp Director Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-8, File No. 33-62280) 10.2 The Bank of Glen Burnie Employee Stock Purchase Plan (incorporated by reference to Exhibit 99.1 to Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-8, File No. 333-46943) 10.3 Change-in-Control Severance Plan (incorporated by reference to Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 1997, 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) (b) Reports on Form 8-K: On May 30, 2001, the Registrant filed a Current Report of Form 8-K, dated May 29, 2001, reporting the approval for listing of the Registrant's Common Stock on the Nasdaq SmallCap Market effective June 22, 2001. 13 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: August 13, 2001 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 14