Unassociated Document
[GLEN
BURNIE BANCORP LETTERHEAD]
March 9,
2010
Via EDGAR and
FEDEX
Mr. Hugh
West
Accounting
Branch Chief
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, NE
Washington,
DC 20549
RE:
|
Glen
Burnie Bancorp (the “Company”)
Form
10-K for the Fiscal Year ended December 31, 2008
Form
10-Q for the Quarter ended September 30, 2009
File
No. 000-24047
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Dear Mr.
West:
I am
writing to you in response to your follow up letter of December 1, 2009
regarding the referenced file number and the several subsequent telephone
conversations I had with Mr. Marc Thomas. Below are the Company’s
revised responses to the comments raised.
Form
10-Q for the Quarterly Period Ended September 30, 2009
Notes to Consolidated
Financial Statements – Note 5 – Fair Value, page 9
1. We
currently have one pooled trust preferred security that is at least one rating
below investment grade:
Regional
Diversified Funding
Cusip
75902AAA6
Pooled
Trust Preferred
Senior
Notes
Book
Value as of 9/30/09 - $1,174,553.20
Market
Value as of 9/30/09 - $35,374.74
Unrealized
Gain/Loss ($1,139,178.46)
Credit
Rating: B (Fitch)
Currently
Performing; 26 financial institutions
Actual
Defaults/Deferrals = 15.3% of performing collateral
Mr. Hugh
West
Division
of Corporation Finance
Securities
and Exchange Commission
March 9,
2010
Page
2
Expected
Deferrals/Defaults = 1.5% annually of remaining performing
collateral
Our
investment in this security equals 0.556% of the original par
amount.
We will revise our future filings to
disclose this information.
2. Our
other-than-temporary impairment analysis as of December 31, 2008 was performed
by examining the quarterly report provided by The Bank of New York Mellon Trust
Company N.A. dated December 8, 2008. The principal coverage test
contained in that quarterly report indicated that the performing collateral
exceeded the aggregate principal of the Senior Notes outstanding at that
date. In addition, the interest coverage test contained in that
quarterly report indicated that the interest received exceeded the interest
payable on the Senior Notes. Based on that analysis, we concluded
that the unrealized loss at that date was temporary in nature.
For the period ended March 31, 2009, we
performed the same analysis based on the Bank of New York Mellon Trust quarterly
report dated March 10, 2009. At that date another participating
financial institution defaulted resulting in a principal shortfall reflected in
the principal coverage test. As a result we took a writedown of
$30,000. The writedown was based on a total collateral shortfall of
$5,290,000 ($5,290,000 X 0.556% = $29,412.40). In addition, the
interest coverage test indicated that the interest received exceeded the
interest payable on the Senior Notes. Therefore, we concluded that,
having taken the writedown on the reduction in the performing collateral, the
unrealized loss at that date was temporary in nature.
For the period ended June 30, 2009, the
Bank of New York Mellon Trust quarterly report indicated that no additional
defaults had occurred and that there was a principal paydown of $1,374,465.24 to
the Senior Notes outstanding on March 16, 2009. As a result no
further principal writedown was indicated at that time. In addition,
the interest coverage test indicated that the interest received exceeded the
interest payable on the Senior Notes. Therefore, we concluded that
the unrealized loss at that date continued to be temporary in
nature.
For the
periods ending September 30, 2009 and December 31, 2009, we had a cash flow
analysis performed by FTN Financial Securities Corporation with the following
assumptions:
We utilized Scenario 5 (from the FTN
cash flow model I previously sent to Mr. Thomas), the worst case available,
which provides no future prepayments, 150 basis points in defaults annually and
no recovery on future defaults. The previously defaulted securities
have the following specific assumptions: Bank 10 (as listed in the FTN model),
which defaulted on March 8, 2009, is expected to have a 15% recovery with a two
year lag; Bank 26, which defaulted on September 8, 2009, is expected to have a
15% recovery after a two year lag; and Bank 6, which defaulted on March 8, 2004,
is expected to have no future recoveries. A discount rate of 9.19%
was assumed for the $1,000,000 original par purchased on September 1, 2000, and
a discount rate of 8.325% was assumed for the $250,000 original par purchased on
November 8, 2002. (Further information regarding the modeling has
been previously provided to Mr. Thomas).
Mr. Hugh
West
Division
of Corporation Finance
Securities
and Exchange Commission
March 9,
2010
Page
3
The analysis provided a net present
value of $1,142,014 on September 30, 2009. The book value on
September 30, 2009 was $1,174,553. As explained in an earlier
communication, we had failed to take an adjustment for an other-than-temporary
impairment at that time due to an error in the calculation
performed. The analysis as of December 31, 2009 was run using the
same assumptions and provided a net present value of $1,142,047 compared to a
book value of $1,127,965. The lower book value is the result of a
write down taken on this security due to a principal shortfall reflected in the
principal coverage test performed by the trustee in December 2009 before the
cashflow analysis had been performed.
In reviewing the year end cash flow
analysis, it is our conclusion that the current difference between the market
value and the book value is the result of the adverse market for infrequently
traded Trust Preferred securities and that the other-than-temporary impairment
loss for 2009 has been recognized as required.
In
addition, we will revise our analyses with respect to future filings to comply
with FASB ASC 320-10-50-6.
General
The
Company hereby acknowledges that the Company is responsible for the adequacy and
accuracy of the disclosure in the filing, and staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing. The Company further
acknowledges that the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Should
you require any further information or have additional comments, please contact
me.
Sincerely,
GLEN
BURNIE BANCORP
/s/ John
E.
Porter
John E.
Porter
Chief
Financial Officer
Mr. Hugh
West
Division
of Corporation Finance
Securities
and Exchange Commission
March 9,
2010
Page
4
cc:
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Mr.
Michael G. Livingston
Chief
Executive Officer
Marc
Thomas, Staff Accountant
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