10-Q

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 March 31, 2012

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x    No ¨

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨  Accelerated filer ¨  Non-Accelerated Filer ¨ Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

At May 2, 2012, the number of shares outstanding of the registrant’s common stock was 2,726,516.

TABLE OF CONTENTS

Part I - Financial Information			Page
	Item 1.	Consolidated Financial Statements:
		Condensed Consolidated Balance Sheets, March 31, 2012 (unaudited) and December 31, 2011 (audited)	3
		Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2012 and 2011 (unaudited)	4
		Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2012 and 2011 (unaudited)	5
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited)	6
		Notes to Unaudited Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 4.	Controls and Procedures	22
Part II - Other Information
	Item 6.	Exhibits	23
		Signatures	24

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

GLEN BURNIE BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

	March 31,		December 31,
	2012		2011
	(unaudited)		(audited)
ASSETS
Cash and due from banks	$	5,935	$	6,877
Interest-bearing deposits in other financial institutions		4,564		2,423
Federal funds sold		1,745		654
Cash and cash equivalents		12,244		9,954
Investment securities available for sale, at fair value		104,265		102,867
Federal Home Loan Bank stock, at cost		1,524		1,520
Maryland Financial Bank stock		30		30
Loans, less allowance for credit losses (March 31: $3,826; December 31: $3,931)		238,563		232,734
Premises and equipment, at cost, less accumulated depreciation		4,050		4,108
Other real estate owned		929		1,111
Cash value of life insurance		8,493		8,433
Other assets		4,215		4,503
Total assets	$	374,313	$	365,260
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits	$	320,964	$	311,945
Short-term borrowings		-		255
Long-term borrowings		20,000		20,000
Other liabilities		1,353		1,849
Total liabilities		342,317		334,049
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $1, authorized 15,000,000 shares; issued and outstanding: March 31: 2,722,629 shares; December 31: 2,717,909 shares		2,723		2,718
Surplus		9,470		9,438
Retained earnings		17,668		17,209
Accumulated other comprehensive gain, net of taxes		2,135		1,846
Total stockholders’ equity		31,996		31,211
Total liabilities and stockholders’ equity	$	374,313	$	365,260

See accompanying notes to condensed consolidated financial statements.

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GLEN BURNIE BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended
	March 31,
	2012		2011
Interest income on:
Loans, including fees	$	3,364	$	3,510
U.S. Treasury and U.S. Government agency securities		254		341
State and municipal securities		417		384
Other		21		51
Total interest income		4,056		4,286
Interest expense on:
Deposits		688		778
Short-term borrowings		-		3
Long-term borrowings		160		158
Junior subordinated debentures		-		-
Total interest expense		848		939
Net interest income		3,208		3,347
Provision for credit losses		-		225
Net interest income after provision for credit losses		3,208		3,122
Other income:
Service charges on deposit accounts		143		165
Other fees and commissions		187		194
Other non-interest income		5		3
Income on life insurance		60		61
Gains on investment securities		23		188
Total other income		418		611
Other expenses:
Salaries and employee benefits		1,732		1,642
Occupancy		197		229
Impairment of securities and stocks		-		22
Other expenses		757		918
Total other expenses		2,686		2,811
Income before income taxes		940		922
Income tax expense		210		213
Net income	$	730	$	709
Basic and diluted earnings per share of common stock	$	0.27	$	0.26
Weighted average shares of common stock outstanding		2,722,419		2,702,604
Dividends declared per share of common stock	$	0.10	$	0.10

See accompanying notes to condensed consolidated financial statements.

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GLEN BURNIE BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in Thousands)

(Unaudited)

	Three  Months Ended
	March 31,
	2012			2011
Net income	$	730		$	709
Other comprehensive income, net of tax
Unrealized gains on securities:
Unrealized holding gains arising during the period		303			777
Reclassification adjustment for gains included in net income		(14	)		(113	)
Comprehensive income	$	1,019		$	1,373

See accompanying notes to condensed consolidated financial statements.

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GLEN BURNIE BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	730		$	709
Adjustments to reconcile net income to net cash  provided by operating activities:
Depreciation, amortization, and accretion		455			364
Provision for credit losses		-			225
Gains on disposals of assets, net		(23	)		(188	)
Impairment of securities and stocks		-			22
Income on investment in life insurance		(60	)		(60	)
Changes in assets and liabilities:
Decrease in other assets		88			269
Decrease in other liabilities		(498	)		(269	)
Net cash  provided by operating activities		692			1,072
Cash flows from investing activities:
Maturities of available for sale mortgage-backed securities		5,075			9,054
Proceeds from maturities and sales of other investment securities		2,544			1,299
Purchases of investment securities		(8,855	)		(12,773	)
Purchase of Federal Home Loan Bank stock		(4	)		(1	)
Purchase of life insurance contracts		-			(240	)
Proceeds from sales of other real estate		182			-
Increase in loans, net		(5,829	)		(1,010	)
Purchases of premises and equipment		(45	)		(30	)
Net cash used by investing activities		(6,932	)		(3,701	)
Cash flows from financing activities:
Increase  in deposits, net		9,019			11,217
Decrease in short-term borrowings, net		(255	)		(4,118	)
Dividends paid		(270	)		(271	)
Common stock dividends reinvested		36			39
Net cash provided by financing activities		8,530			6,867
Increase in cash and cash equivalents		2,290			4,238
Cash and cash equivalents, beginning of year		9,954			9,000
Cash and cash equivalents, end of period	$	12,244		$	13,238

See accompanying notes to condensed consolidated financial statements.

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GLEN BURNIE BANCORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed balance sheet as of December 31, 2011, which has been derived from audited financial statements, and the unaudited interim consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X 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 months ended March 31, 2012 and 2011.

Operating results for the three months ended March 31, 2012 is not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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.

	Three Months Ended
	March 31,
	2012		2011
Basic and diluted:
Net income	$	730,000	$	709,000
Weighted average common shares outstanding		2,722,419		2,702,604
Basic and dilutive net income per share	$	0.27	$	0.26

Diluted earnings per share calculations were not required for the three months ended March 31, 2012 and 2011, since there were no options outstanding.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

The FASB has issued several exposure drafts which, if adopted, would significantly alter the Company’s (and all other financial institutions’) method of accounting for, and reporting, its financial assets and some liabilities from a historical cost method to a fair value method of accounting as well as the reported amount of net interest income. Also, the FASB has issued an exposure draft regarding a change in the accounting for leases. Under this exposure draft, the total amount of “lease rights” and total amount of future payments required under all leases would be reflected on the balance sheets of all entities as assets and debt. If the changes under discussion in either of these exposure drafts are adopted, the financial statements of the Company could be materially impacted as to the amounts of recorded assets, liabilities, capital, net interest income, interest expense, depreciation expense, rent expense and net income. The Company has not determined the extent of the possible changes at this time. The exposure drafts are in different stages of review, approval and possible adoption.

In April 2011, the FASB issued ASU No. 2011-02, Receivable (Topic 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. The main objective of the ASU is to clarify a creditor’s evaluation of whether in modifying a loan, it has granted a concession in circumstances that qualify the loan as a Troubled Debt Restructured (TDR) loan. These loans are subject to various accounting and disclosure requirements. The ASU was effective for the first interim or annual period beginning on or after June 15, 2011, and was applied retrospectively to the beginning of the annual period of adoption. Certain disclosures are required for loans considered as TDR loans resulting from the application of the ASU that were not considered TDR under prior guidance. The Company’s compliance with ASU No. 2011-02 did not have a material impact on the Company’s consolidated financial statements.

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In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The main objective of the ASU is to conform the requirements for measuring fair value and the disclosure information under U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS). The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for the disclosure about fair value measurements. Other amendments clarify existing requirements and change particular principles or requirements for measuring fair value or disclosing information about fair value measurements. The ASU was effective for the first interim or annual period beginning on or after December 15, 2011, early application for public entities is not permitted. The Company’s compliance with ASU No. 2011-04 did not have a material impact on the Company’s consolidated financial statements.

NOTE 4 – FAIR VALUE

ASC 820-10, formerly SFAS No. 157, defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

Fair Value Hierarchy

ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:

¨          Level 1 – Quoted prices in active markets for identical securities

¨          Level 2 – Other significant observable inputs (including quoted prices in active markets for similar securities)

¨          Level 3 – Significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to ASC 820-10.

The Company’s bond holdings in the investment securities portfolio are the only asset or liability subject to fair value measurements on a recurring basis. No assets are valued under Level 1 inputs at March 31, 2012 or December 31, 2011. The Company has assets measured by fair value measurements on a non-recurring basis during 2012. At March 31, 2012, these assets include 23 loans classified as impaired, which include nonaccrual, past due 90 days or more and still accruing, or troubled debt restructuring, and a homogeneous pool of indirect loans all considered to be impaired loans, which are valued under Level 3 inputs and two properties classified as OREO valued under Level 2 inputs.

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The changes in the assets subject to fair value measurements are summarized below by Level:

	(Dollars in Thousands)
									Fair
December 31, 2011	Level 1		Level 2			Level 3			Value
Recurring:
Investment securities available for sale (AFS)	$	-	$	102,867		$	-		$	102,867
Non-recurring:
Maryland Financial Bank stock		-		30			-			30
Impaired loans		-		-			8,309			8,309
OREO		-		1,111			-			1,111
		-		104,008			8,309			112,317
Activity:
Investment securities AFS
Purchases of investment securities		-		8,855			-			8,855
Sales, calls and maturities of investment securities		-		(7,596	)		-			(7,596	)
Amortization/accretion of premium/discount		-		(342	)		-			(342	)
Increase in market value		-		481			-			481
Loans
New impaired loans		-		-			375			375
Payments and other loan reductions		-		-			(540	)		(540	)
Change in total provision		-		-			196			196
OREO
Sales of OREO		-		(182	)		-			(182	)
March 31, 2012
Recurring:
Investment securities AFS		-		104,265			-			104,265
Non-recurring:
Maryland Financial Bank stock		-		30			-			30
Impaired loans		-		-			8,340			8,340
OREO		-		929			-			929
	$	-	$	105,224		$	8,340		$	113,564

The estimated fair values of the Company’s financial instruments at March 31, 2012 and December 31, 2011 are summarized below. The fair values of a significant portion of these financial instruments are estimates derived using present value techniques and may not be indicative of the net realizable or liquidation values. Also, the calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

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	March 31, 2012				December 31, 2011
(In Thousands)	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets:
Cash and due from banks	$	5,935	$	5,935	$	6,877	$	6,877
Interest-bearing deposits		4,564		4,564		2,423		2,423
Federal funds sold		1,745		1,745		654		654
Investment securities		104,265		104,265		102,867		102,867
Investments in restricted stock		1,524		1,524		1,520		1,520
Ground rents		175		175		175		175
Loans, net		238,563		236,958		232,734		231,912
Accrued interest receivable		1,382		1,382		1,542		1,542
Financial liabilities:
Deposits		320,964		302,579		311,945		293,713
Short-term borrowings		-		-		255		255
Long-term borrowings		20,000		21,608		20,000		21,425
Dividends payable		272		272		272		272
Accrued interest payable		47		47		48		48
Off-balance sheet commitments		26,002		26,002		22,736		22,736

Fair values are based on quoted market prices for similar instruments or estimated using discounted cash flows. The discounts used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs and optionality of such instruments.

The fair value of cash and due from banks, federal funds sold, investments in restricted stocks and accrued interest receivable are equal to the carrying amounts. The fair values of investment securities are determined using market quotations. The fair value of loans receivable is estimated using discounted cash flow analysis.

The fair value of non-interest bearing deposits, interest-bearing checking, savings, and money market deposit accounts, securities sold under agreements to repurchase, and accrued interest payable are equal to the carrying amounts. The fair value of fixed-maturity time deposits is estimated using discounted cash flow analysis.

The gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2012 are as follows:

Securities available for sale:	Less than 12 months				12 months or more				Total
(Dollars in Thousands)
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss
Obligations of U.S. Govt Agencies	$	10	$	5	$	-	$	-	$	10	$	5
State and Municipal		3,851		85		274		26		4,125		111
Corporate Trust Preferred		-		-		239		235		239		235
Mortgage Backed		5,403		47		655		11		6,058		58
	$	9,264	$	137	$	1,168	$	272	$	10,432	$	409

At March 31, 2012, the company owned one pooled trust preferred security issued by Regional Diversified Funding, Senior Notes with a Fitch rating of C. The market for these securities at March 31, 2012 was not active and markets for similar securities were also not active. As a result, the Company had cash flow testing performed as of March 31, 2012 by an unrelated third party in order to measure the possible extent of other-than-temporary-impairment (“OTTI”). This testing assumed future defaults on the currently performing financial institutions of 150 basis points applied annually with a 0% recovery on both current and future defaulting financial institutions. As a result of this testing, no write-down was required in the first quarter of 2012. A write-down of $22,000 was taken on this security in the first quarter of 2011.

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Maryland Financial Bank stock was written down $70,000 in the second quarter of 2011 due to a prospectus that offered stock at a discount from par.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary-impairment losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain it’s investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

As of March 31, 2012, management had the ability and intent to hold the securities classified as available for sale for a period of time sufficient for a recovery of cost. On March 31, 2012 the Bank held 4 investment securities having continuous unrealized loss positions for more than 12 months. Management has determined that all unrealized losses are either due to increases in market interest rates over the yields available at the time the underlying securities were purchased, current call features that are nearing, and the effect the sub-prime market has had on all mortgage-backed securities. The Bank has no mortgage-backed securities collateralized by sub-prime mortgages. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Except as noted above, as of March 31, 2012, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Company’s consolidated income statement.

A rollforward of the cumulative other-than-temporary credit losses recognized in earnings for all debt securities for which a portion of an other-than-temporary loss is recognized in accumulated other comprehensive loss is as follows:

	At		At
	March 31,		December 31,
	2012		2011
	(Dollars in Thousands)
Estimated credit losses, beginning of year	$	3,247	$	3,155
Credit losses - no previous OTTI recognized		-		70
Credit losses - previous OTTI recognized		-		22
Estimated credit losses, end of period	$	3,247	$	3,247

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

When used in this discussion and elsewhere in this Form 10-Q, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, those risks identified in the Company’s periodic reports filed with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K.

The Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Overview

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 $730,000 ($0.27 basic and diluted earnings per share) for the first quarter of 2012, compared to the first quarter of 2011 consolidated net income of $709,000 ($0.26 basic and diluted income per share), an 2.96% increase. The increases in earnings for the first quarter was primarily due to a decrease in the provision for credit losses and a decrease in interest expense on deposits, partially offset by a decrease in gains on investments and a decrease in interest income on loans and U. S. Government agency securities.

Results Of Operations

Net Interest Income. The Company’s consolidated net interest income prior to provision for credit losses for the three months ended March 31, 2012 was $3,208,000, compared to $3,347,000 for the same period in 2011, a decrease of $139,000 (4.15%) for the three months.

Interest income for the first quarter decreased from $4,286,000 in 2011 to $4,056,000 in 2012, a 5.37% decrease. The interest income decrease for the three month period was due to a decrease in loan income and interest income on U.S. Government agency securities, partially offset by an increase in income on state and municipal securities.

Interest expense for the first quarter decreased from $939,000 in 2011 to $848,000 in 2012, a 9.69% decrease. The decreases in interest expense for the three month period ended March 31, 2012 was due to a decrease in interest paid on deposit balances.

Net interest margins for the three months ended March 31, 2012 was 4.07%, compared to tax equivalent net interest margin of 4.47% for the three months ended March 31, 2011. The decrease of the net interest margin from the 2011 to 2012 period was primarily due to the decline in the interest rates on loans and U.S. Government Agency securities partially offset by the reduction in interest expense, as noted above.

Provision for Credit Losses. The Company made a provision for credit losses of $0 during the three month period ended March 31, 2012 and $225,000 for credit losses during the three month period ended March 31, 2011. As of March 31, 2012, the allowance for credit losses equaled 79.71% of non-accrual and past due loans compared to 77.38% at December 31, 2011 and 57.51% at March 31, 2011. During the three month period ended March 31, 2012, the Company recorded net charge-offs of $105,000, compared to net charge-offs of $73,000 during the corresponding period of the prior year. On an annualized basis, net charge-offs for the 2012 period represent 0.18% of the average loan portfolio.

Other Income. Other income decreased from $611,000 for the three month period ended March 31, 2011, to $418,000 for the corresponding 2012 period, a $193,000 (31.59%) decrease. The decrease for the three month period was due to a decrease in gains on investment securities and service charges on deposit accounts.

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Other Expenses. Other expenses decreased from $2,811,000 for the three month period ended March 31, 2011, to $2,686,000 for the corresponding 2012 period, a $125,000 (4.45%) decrease. The decrease for the three month period was primarily due to the decrease in occupancy, impairment on securities and FDIC expenses, partially offset by an increase in salaries.

Income Taxes. During the three months ended March 31, 2012, the Company recorded income tax expense of $210,000, compared to income tax expense of $213,000 for the same respective periods in 2011. The Company’s effective tax rate for the three month period in 2012 was 22.34%, compared to 23.1% for the prior year period. The decrease in the effective tax rate for the three month period was due to an increase in the proportion of tax exempt income included in net interest income.

Comprehensive Income. In accordance with regulatory requirements, the Company reports comprehensive income in its financial statements. Comprehensive income consists of the Company’s net income, adjusted for unrealized gains and losses on the Bank’s investment portfolio of investment securities. For the first quarter of 2012, comprehensive income, net of tax, totaled $1,019,000, compared to the March 31, 2011 comprehensive income of $1,373,000. The decrease was due to an increase in net income and a decrease in the net unrealized gains on securities arising during the three month period.

Financial Condition

General. The Company’s assets increased to $374,313,000 at March 31, 2012 from $365,260,000 at December 31, 2011, primarily due to an increase in cash and cash equivalents, loans and securities, partially offset by a decrease in other assets and OREO. The Bank’s net loans totaled $238,563,000 at March 31, 2012, compared to $232,734,000 at December 31, 2011, an increase of $5,829,000 (2.50%), primarily attributable to an increase in purchase money mortgages and indirect lending with lesser increases in other areas. This was partially offset by decreases in refinancing mortgages, land development and secured business installment loans.

The Company’s total investment securities portfolio (investment securities available for sale) totaled $104,265,000 at March 31, 2012, a $1,398,000 (1.36%) increase from $102,867,000 at December 31, 2011. This increase was funded by the increase in deposits received during the three month period. The Bank’s cash and due from banks (cash due from banks, interest-bearing deposits in other financial institutions, and federal funds sold), as of March 31, 2012, totaled $12,244,000, an increase of $2,290,000 (23.01%) from the December 31, 2011 total of $9,954,000. This increase comes from the increase in deposits received for the three month period ended March 31, 2012.

Deposits as of March 31, 2012, totaled $320,964,000, which is an increase of $9,019,000 (2.89%) from $311,945,000 at December 31, 2011. Demand deposits as of March 31, 2012, totaled $80,385,000, which is an increase of $7,046,000 (9.60%) from $73,339,000 at December 31, 2011. NOW accounts as of March 31, 2012, totaled $24,464,000, which is an increase of $425,000 (1.77%) from $24,039,000 at December 31, 2011. Money market accounts as of March 31, 2012, totaled $19,235,000, which is an increase of $1,151,000 (6.36%), from $18,084,000 at December 31, 2011. Savings deposits as of March 31, 2012, totaled $63,593,000, which is an increase of $3,529,000 (5.88%) from $60,064,000 at December 31, 2011. Certificates of deposit over $100,000 totaled $30,186,000 on March 31, 2012, which is a decrease of $1,229,000 (3.91%) from $31,415,000 at December 31, 2011. Other time deposits (made up of certificates of deposit less than $100,000 and individual retirement accounts) totaled $103,101,000 on March 31, 2012, which is a $1,903,000 (1.81%) decrease from the $105,004,000 total at December 31, 2011.

Asset Quality. The following tables set forth the amount of the Bank’s current, past due, and non-accrual loans by categories of loans and restructured loans, at the dates indicated.

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The following table analyzes the age of past due loans, including both accruing and non-accruing loans, segregated by class of loans as of the three months ended March 31, 2012 and the year ended December 31, 2011.

At March 31, 2012					90 Days or
(Dollars in Thousands)			30-89 Days		More and
	Current		Past Due		Still Accruing		Nonaccrual		Total
Commercial and industrial	$	6,061	$	5	$	-	$	1,290	$	7,356
Commercial real estate		67,286		-		-		2,817		70,103
Consumer and indirect		54,689		674		-		25		55,388
Residential real estate		109,754		178		257		411		110,600
	$	237,790	$	857	$	257	$	4,543	$	243,447

At December 31, 2011					90 Days or
(Dollars in Thousands)			30-89 Days		More and
	Current		Past Due		Still Accruing		Nonaccrual		Total
Commercial and industrial	$	7,135	$	38	$	-	$	20	$	7,193
Commercial real estate		66,590		-		-		4,484		71,074
Consumer and indirect		48,745		1,298		-		75		50,118
Residential real estate		108,703		135		18		482		109,338
	$	231,173	$	1,471	$	18	$	5,061	$	237,723

	At			At
	March 31,			December 31,
	2012			2011
	(Dollars in Thousands)
Restructured loans	$	4,097		$	4,108
Non-accrual and 90 days or more and still accruing loans to gross loans		1.98	%		2.15	%
Allowance for credit losses to non-accrual and 90 days or more and still accruing loans		79.71	%		77.38	%

At March 31, 2012, there was $4,575,000 in loans outstanding, included in the current and 30-89 days past due columns 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.

Below is a summary of the recorded investment amount and related allowance for losses of the Bank’s impaired loans at March 31, 2012 and December 31, 2011.

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(Dollars in thousands)
March 31, 2012	Recorded Investment		Unpaid Principal Balance		Interest Income Recognized		Specific Reserve		Average Recorded Investment
Impaired loans with specific reserves:
Real-estate – mortgage:
Residential	$	1,702		1,702		35		412		1,702
Commercial		6,460		7,060		33		1,456		6,480
Consumer		100		100		2		44		101
Installment		-		-		-		-		-
Home Equity		-		-		-		-		-
Commercial		719		719		10		451		725
Total impaired loans with specific reserves	$	8,981		9,581		80		2,363		9,008
Impaired loans with no specific reserve:
Real-estate - mortgage:
Residential	$	429		429		1		n/a		411
Commercial		1,015		1,015		11		n/a		1,025
Consumer		-		-		-		n/a		-
Installment		66		66		-		n/a		10
Home Equity		-		-		-		n/a		-
Commercial		222		222		4		n/a		230
Total impaired loans with no specific reserve	$	1,732		1,732		16		-		1,676

(Dollars in thousands)
December 31, 2011	Recorded Investment		Unpaid Principal Balance		Interest Income Recognized		Specific Reserve		Average Recorded Investment
Impaired loans with specific reserves:
Real-estate - mortgage:
Residential	$	1,703		1,703		62		411		1,708
Commercial		6,503		7,103		219		1,642		6,559
Consumer		100		100		10		44		104
Installment		-		-		-		-		-
Home Equity		-		-		-		-		-
Commercial		731		731		41		456		755
Total impaired loans with specific reserves	$	9,037		9,637		332		2,553		9,126
Impaired loans with no specific reserve:
Real-estate - mortgage:
Residential	$	260		260		7		n/a		245
Commercial		1,036		1,036		50		n/a		1,051
Consumer		25		25		-		n/a		-
Installment		265		265		-		n/a		-
Home Equity		-		-		-		n/a		-
Commercial		253		253		21		n/a		304
Total impaired loans with no specific reserve	$	1,839		1,839		78		-		1,600

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Non-accrual loans with specific reserves at March 31, 2012 are comprised of:

Commercial loans - Two loans to one borrower totaling $20,000 with $20,000 of specific reserves established.

Commercial Real Estate – One loan to one borrower in the amount of $1,270,000, secured by commercial and/or residential properties with a specific reserve of $370,000 established for the loan.

Loans that were restructured by the Bank by categories of loans at March 31, 2012 are as follows:

At March 31, 2012
(Dollars in Thousands)			Pre-Modification		Post-Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
	Contracts		Investment		Investment
Troubled Debt Restructurings:
Real Estate - Residential		1	$	1,280	$	1,280
Real Estate - Commercial		1		2,759		2,817
Commercial		-		-		-
Finance leases		-		-		-
Troubled Debt Restructurings		Number of		Recorded
That Subsequently Defaulted		Contracts		Investment
Troubled Debt Restructurings:
Real Estate - Residential		-	$	-
Real Estate - Commercial		1		2,817
Commercial		-		-
Finance leases		-		-

At March 31, 2012, the Bank has one modified residential loan (done in 2011) in the amount of $1,280,423 which modifications qualify the loan as Troubled Debt Restructuring (TDR). The loan is included in the schedule above of accruing impaired loans. This borrower is in compliance with the modified term and is accruing interest. The Bank has one modified commercial real estate loan (done in 2010) in the amount of $2,817,000 which modifications qualify the loan as Troubled Debt Restructuring (TDR). The loan is included in the schedule above of non-accruing impaired loans. This borrower is not in compliance with the modified term and is not accruing interest.

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 collectability of the principal is unlikely. The allowance, based on evaluations of the collectability 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 are performed for each class of loans and take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, value of collateral securing the loans and current economic conditions and trends that may affect the borrowers’ ability to pay. For example, delinquencies in unsecured loans and indirect automobile installment loans will be reserved for at significantly higher ratios than loans secured by real estate. Based on that analysis, the Bank deems its allowance for credit losses in proportion to the total non-accrual loans and past due loans to be sufficient.

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Transactions in the allowance for credit losses for the three months ended March 31, 2012 and the year ended December 31, 2011 were as follows:

	Commercial						Consumer
March 31, 2012	and			Commercial			and			Residential
(Dollars in Thousands)	Industrial			Real Estate			Indirect			Real Estate		Unallocated			Total
Balance, beginning of year	$	557		$	2,013		$	889		$	596	$	(124	)	$	3,931
Provision for credit losses		91			(252	)		121			9		31			-
Recoveries		7			22			82			-		-			111
Loans charged off		(55	)		-			(161	)		-		-			(216	)
Balance, end of quarter	$	600		$	1,783		$	931		$	605	$	(93	)	$	3,826

	Commercial						Consumer
December 31, 2011	and			Commercial			and			Residential
(Dollars in Thousands)	Industrial			Real Estate			Indirect			Real Estate			Unallocated			Total
Balance, beginning of year	$	263		$	2,108		$	830		$	196		$	2		$	3,399
Provision for credit losses		296			(166	)		257			402			(126	)		663
Recoveries		4			71			409			2			-			486
Loans charged off		(6	)		-			(607	)		(4	)		-			(617	)
Balance, end of year	$	557		$	2,013		$	889		$	596		$	(124	)	$	3,931

	At			At
	March 31,			March 31,
	2012			2011
	(Dollars in Thousands)
Average loans	$	234,177		$	229,906
Net charge-offs to average loans (annualized)		0.18	%		0.13	%

During 2012, loans to 23 borrowers and related entities totaling approximately $216,000 were determined to be uncollectible and were charged off.

Credit Quality Information

The following tables represents credit exposures by creditworthiness category for the quarter ending March 31, 2012 and the year ended December 31, 2011. The use of creditworthiness categories to grade loans permits management to estimate a portion of credit risk. The Bank’s internal creditworthiness is based on experience with similarly graded credits. Loans that trend upward toward higher credit grades typically have less credit risk and loans that migrate downward typically have more credit risk.

The Bank’s internal risk ratings are as follows:

1 Superior – minimal risk. (normally supported by pledged deposits, United States government securities, etc.)

2 Above Average – low risk. (all of the risks associated with this credit based on each of the bank’s creditworthiness criteria are minimal)

3 Average – moderately low risk. (most of the risks associated with this credit based on each of the bank’s creditworthiness criteria are minimal)

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4 Acceptable – moderate risk. (the weighted overall risk associated with this credit based on each of the bank’s creditworthiness criteria is acceptable)

5 Other Assets Especially Mentioned – moderately high risk. (possesses deficiencies which corrective action by the bank would remedy; potential watch list)

6 Substandard – (the bank is inadequately protected and there exists the distinct possibility of sustaining some loss if not corrected)

7 Doubtful – (weaknesses make collection or liquidation in full, based on currently existing facts, improbable)

8 Loss – (of little value; not warranted as a bankable asset)

Loans rated 1-4 are considered “Pass” for purposes of the risk rating chart below.

Risk ratings of loans by categories of loans are as follows:

	Commercial				Consumer
March 31, 2012	and		Commercial		and		Residential
(Dollars in Thousands)	Industrial		Real Estate		Indirect		Real Estate		Total
Pass	$	6,089	$	57,649	$	54,473	$	107,556	$	225,767
Special mention		326		4,979		835		1,324		7,464
Substandard		941		7,475		65		1,720		10,201
Doubtful		-		-		15		-		15
Loss		-		-		-		-		-
	$	7,356	$	70,103	$	55,388	$	110,600	$	243,447

	Commercial				Consumer
December 31, 2011	and		Commercial		and		Residential
(Dollars in Thousands)	Industrial		Real Estate		Indirect		Real Estate		Total
Pass	$	5,883	$	58,799	$	48,528	$	106,302		219,512
Special mention		327		4,736		1,325		1,333		7,721
Substandard		983		7,539		190		1,703		10,415
Doubtful		-		-		75		-		75
Loss		-		-		-		-		-
	$	7,193	$	71,074	$	50,118	$	109,338	$	237,723

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The allowance for credit losses on loans classified by the Bank as impaired by categories of loans at March 31, 2012 is as follows:

March 31, 2012
(Dollars in Thousands)	Commercial						Consumer
	and			Commercial			and			Residential
	Industrial			Real Estate			Indirect			Real Estate		Unallocated			Total
Allowance for individually evaluated impaired:
Balance, beginning of year	$	456		$	1,642		$	44		$	411	$	-		$	2,553
Provision for credit losses		(5	)		(186	)		-			1		-			(190	)
Recoveries		7			-			-			-		-			7
Loans charged off		(7	)		-			-			-		-			(7	)
Balance, end of quarter	$	451		$	1,456		$	44		$	412	$	-		$	2,363
Allowance for collectively evaluated impaired:
Balance, beginning of year	$	102		$	371		$	844		$	184	$	(123	)	$	1,378
Provision for credit losses		117			(66	)		99			10		30			190
Recoveries		-			22			82			-		-			104
Loans charged off		(48	)		-			(161	)		-		-			(209	)
Balance, end of quarter	$	171		$	327		$	864		$	194		(93	)	$	1,463

Reserve for Unfunded Commitments. As of March 31, 2012, the Bank had outstanding commitments totaling $26,002,000. These outstanding commitments consisted of letters of credit, undrawn lines of credit, and other loan commitments. The following table shows the Bank’s reserve for unfunded commitments arising from these transactions:

	Three Months Ended March 31,
	2012		2011
	(Dollars in Thousands)
Beginning balance	$	200	$	200
Provisions charged to operations		-		-
Ending balance	$	200	$	200

Contractual Obligations and Commitments. No material changes, outside the normal course of business, have been made during the first quarter of 2012.

Market Risk and Interest Rate Sensitivity

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates or equity pricing. The Company’s principal market risk is interest rate risk that arises from its lending, investing and deposit taking activities. The Company’s profitability is dependent on the Bank’s net interest income. Interest rate risk can significantly affect net interest income to the degree that interest bearing liabilities mature or reprice at different intervals than interest earning assets. The Bank’s Asset/Liability and Risk Management Committee oversees the management of interest rate risk. The primary purpose of the committee is to manage the exposure of net interest margins to unexpected changes due to interest rate fluctuations. The Company does not utilize derivative financial or commodity instruments or hedging strategies in its management of interest rate risk. The primary tool used by the committee to monitor interest rate risk is a “gap” report which measures the dollar difference between the amount of interest bearing assets and interest bearing liabilities subject to repricing within a given time period. These efforts affect the loan pricing and deposit rate policies of the Company as well as the asset mix, volume guidelines, and liquidity and capital planning.

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The following table sets forth the Company’s interest-rate sensitivity at March 31, 2012.

							Over 1
				Over 3 to			Through			Over
	0-3 Months			12 Months			5 Years			5 Years			Total
	(Dollars in Thousands)
Assets:
Cash and due from banks	$	-		$	-		$	-		$	-		$	10,499
Federal funds and overnight deposits		1,745			-			-			-			1,745
Securities		-			-			1,045			103,220			104,265
Loans		14,240			9,658			66,012			148,653			238,563
Fixed assets		-			-			-			-			4,050
Other assets		-			-			-			-			15,191
Total assets	$	15,985		$	9,658		$	67,057		$	251,873		$	374,313
Liabilities:
Demand deposit accounts	$	-		$	-		$	-		$	-		$	80,385
NOW accounts		24,464			-			-			-			24,464
Money market deposit accounts		19,235			-			-			-			19,235
Savings accounts		63,593			-			-			-			63,593
IRA accounts		3,082			10,992			26,468			1,586			42,128
Certificates of deposit		17,041			32,705			40,509			904			91,159
Long-term borrowings		-			-			-			20,000			20,000
Other liabilities		-			-			-			-			1,353
Stockholders’ equity:		-			-			-			-			31,996
Total liabilities and stockholders' equity	$	127,415		$	43,697		$	66,977		$	22,490		$	374,313
GAP	$	(111,430	)	$	(34,039	)	$	80		$	229,383
Cumulative GAP	$	(111,430	)	$	(145,469	)	$	(145,389	)	$	83,994
Cumulative GAP as a % of total assets		-29.77	%		-38.86	%		-38.84	%		22.44	%

The foregoing analysis assumes that the Company’s assets and liabilities move with rates at their earliest repricing opportunities based on final maturity. Mortgage backed securities are assumed to mature during the period in which they are estimated to prepay and it is assumed that loans and other securities are not called prior to maturity. Certificates of deposit and IRA accounts are presumed to reprice at maturity. NOW savings accounts are assumed to reprice at within three months although it is the Company’s experience that such accounts may be less sensitive to changes in market rates.

In addition to GAP analysis, the Bank utilizes a simulation model to quantify the effect a hypothetical immediate plus or minus 200 basis point change in rates would have on net interest income and the economic value of equity. The model takes into consideration the effect of call features of investments as well as prepayments of loans in periods of declining rates. When actual changes in interest rates occur, the changes in interest earning assets and interest bearing liabilities may differ from the assumptions used in the model. As of March 31, 2012, the model produced the following sensitivity profile for net interest income and the economic value of equity.

	Immediate Change in Rates
	-200			-100			+100			+200
	Basis Points			Basis Points			Basis Points			Basis Points
% Change in Net Interest Income		-9.2	%		-5.8	%		1.9	%		1.7	%
% Change in Economic Value of Equity		-18.7	%		-12.7	%		-1.9	%		-12.7	%

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Liquidity and Capital Resources

The Company currently has no business other than that of the Bank and does not currently have any material funding commitments. The Company’s principal sources of liquidity are cash on hand and dividends received from the Bank. The Bank is subject to various regulatory restrictions on the payment of dividends.

The Bank’s principal sources of funds for investments and operations are net income, deposits from its primary market area, principal and interest payments on loans, interest received on investment securities and proceeds from maturing investment securities. Its principal funding commitments are for the origination or purchase of loans and the payment of maturing deposits. Deposits are considered a primary source of funds supporting the Bank’s lending and investment activities.

The Bank’s most liquid assets are cash and cash equivalents, which are cash on hand, amounts due from financial institutions, federal funds sold, certificates of deposit with other financial institutions that have an original maturity of three months or less and money market mutual funds. The levels of such assets are dependent on the Bank’s operating, financing and investment activities at any given time. The variations in levels of cash and cash equivalents are influenced by deposit flows and anticipated future deposit flows. The Bank’s cash and cash equivalents (cash due from banks, interest-bearing deposits in other financial institutions, and federal funds sold), as of March 31, 2012, totaled $12,244,000, an increase of $2,290,000 (23.01%) from the December 31, 2011 total of $9,954,000.

As of March 31, 2012, the Bank was permitted to draw on a $41,089,000 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 March 31, 2012, there were $20.0 million in long-term convertible advances outstanding with various monthly and quarterly call features and with final maturities through August 2018. In addition, the Bank has two unsecured federal funds lines of credit in the amount of $3.0 million from a commercial bank and a $5.0 million from a financial bank, of which nothing was outstanding as of March 31, 2012.

The Company’s stockholders’ equity increased $785,000 (2.52%) during the three months ended March 31, 2012, due mainly to a decrease in other comprehensive loss, net of taxes, and an increase in retained net income from the period. The Company’s accumulated other comprehensive gain (loss), net of taxes (benefits) increased by $289,000 (15.66%) from $1,846,000 at December 31, 2011 to $2,135,000 at March 31, 2012, as a result of an increase in the market value of securities classified as available for sale. Retained earnings increased by $459,000 (2.67%) as the result of the Company’s net income for the three months, partially offset by dividends. Common stock and surplus increased due to dividend reinvestment during the three months of 2012. In addition, $36,629 was transferred within stockholders’ equity in consideration for shares to be issued under the Company’s dividend reinvestment plan in lieu of cash dividends.

The Federal Reserve Board and the FDIC have established guidelines with respect to the maintenance of appropriate levels of capital by bank holding companies and state non-member banks, respectively. The regulations impose two sets of capital adequacy requirements: minimum leverage rules, which require bank holding companies and banks to maintain a specified minimum ratio of capital to total assets, and risk-based capital rules, which require the maintenance of specified minimum ratios of capital to “risk-weighted” assets. At March 31, 2012, the Bank was in full compliance with these guidelines with a Tier 1 leverage ratio of 8.06%, a Tier 1 risk-based capital ratio of 12.30% and a total risk-based capital ratio of 13.55%.

Critical Accounting Policies and Estimates

The Company’s accounting policies are more fully described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and are essential to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. As discussed there, 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:

- 21 -

Allowance for Credit Losses. The Bank’s allowance for credit losses is determined based upon estimates that can and do change when the actual events occur, including historical losses as an indicator of future losses, fair market value of collateral, and various general or industry or geographic specific economic events.  The use of these estimates and values is inherently subjective and the actual losses could be greater or less than the estimates.  For further information regarding the Bank’s allowance for credit losses, see “Allowance for Credit Losses”, above.

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 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 recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and 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 have concluded that the system is effective. 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.

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PART II - OTHER INFORMATION

ITEM 6. 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	Articles of Amendment, dated October 8, 2003 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2003, 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)
3.4	By-Laws (incorporated by reference to Exhibit 3.4 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2003, 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	Amended and Restated Change-in-Control Severance Plan (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2001, File No. 0-24047)
31.1	Rule 15d-14(a) Certification of Chief Executive Officer
31.2	Rule 15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certifications
101	Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets, March 31, 2012 and December 31, 2011, (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2012 and 2011, (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2012 and 2011, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011, and (v) Notes to Unaudited Condensed Consolidated Financial Statements

- 23 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		GLEN BURNIE BANCORP
		(Registrant)
Date: May 14, 2012	By:	/s/ Michael G. Livingston.
		Michael G. Livingston
		President, Chief Executive Officer
	By:	/s/ John E. Porter
		John E. Porter
		Chief Financial Officer

- 24 -

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Michael G. Livingston, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) 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

(d) 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

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) 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: May 14, 2012	/s/ Michael G. Livingston
	Michael G. Livingston
	Chief Executive Officer

EX-31.2

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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

(c) 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

(d) 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

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) 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: May 14, 2012	/s/ John E. Porter
	John E. Porter
	Chief Financial Officer

EX-32.1

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 March 31, 2012 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: May 14, 2012	/s/ Michael G. Livingston
	Michael G. Livingston
	President, Chief Executive Officer
	/s/ John E. Porter
	John E. Porter
	Chief Financial Officer

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RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2012

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

The FASB has issued several exposure drafts which, if adopted, would significantly alter the Company’s (and all other financial institutions’) method of accounting for, and reporting, its financial assets and some liabilities from a historical cost method to a fair value method of accounting as well as the reported amount of net interest income. Also, the FASB has issued an exposure draft regarding a change in the accounting for leases. Under this exposure draft, the total amount of “lease rights” and total amount of future payments required under all leases would be reflected on the balance sheets of all entities as assets and debt. If the changes under discussion in either of these exposure drafts are adopted, the financial statements of the Company could be materially impacted as to the amounts of recorded assets, liabilities, capital, net interest income, interest expense, depreciation expense, rent expense and net income. The Company has not determined the extent of the possible changes at this time. The exposure drafts are in different stages of review, approval and possible adoption.

In April 2011, the FASB issued ASU No. 2011-02, Receivable (Topic 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. The main objective of the ASU is to clarify a creditor’s evaluation of whether in modifying a loan, it has granted a concession in circumstances that qualify the loan as a Troubled Debt Restructured (TDR) loan. These loans are subject to various accounting and disclosure requirements. The ASU was effective for the first interim or annual period beginning on or after June 15, 2011, and was applied retrospectively to the beginning of the annual period of adoption. Certain disclosures are required for loans considered as TDR loans resulting from the application of the ASU that were not considered TDR under prior guidance. The Company’s compliance with ASU No. 2011-02 did not have a material impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The main objective of the ASU is to conform the requirements for measuring fair value and the disclosure information under U.S. generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRS). The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for the disclosure about fair value measurements. Other amendments clarify existing requirements and change particular principles or requirements for measuring fair value or disclosing information about fair value measurements. The ASU was effective for the first interim or annual period beginning on or after December 15, 2011, early application for public entities is not permitted. The Company’s compliance with ASU No. 2011-04 did not have a material impact on the Company’s consolidated financial statements.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2012

EARNINGS PER SHARE

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.

	Three Months Ended
	March 31,
	2012		2011
Basic and diluted:
Net income	$	730,000	$	709,000
Weighted average common shares outstanding		2,722,419		2,702,604
Basic and dilutive net income per share	$	0.27	$	0.26

Diluted earnings per share calculations were not required for the three months ended March 31, 2012 and 2011, since there were no options outstanding.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
ASSETS
Cash and due from banks	$ 5,935	$ 6,877
Interest-bearing deposits in other financial institutions	4,564	2,423
Federal funds sold	1,745	654
Cash and cash equivalents	12,244	9,954
Investment securities available for sale, at fair value	104,265	102,867
Federal Home Loan Bank stock, at cost	1,524	1,520
Maryland Financial Bank stock	30	30
Loans, less allowance for credit losses (March 31: $3,826; December 31: $3,931)	238,563	232,734
Premises and equipment, at cost, less accumulated depreciation	4,050	4,108
Other real estate owned	929	1,111
Cash value of life insurance	8,493	8,433
Other assets	4,215	4,503
Total assets	374,313	365,260
Liabilities:
Deposits	320,964	311,945
Short-term borrowings		255
Long-term borrowings	20,000	20,000
Other liabilities	1,353	1,849
Total liabilities	342,317	334,049
Commitments and contingencies
Stockholders' equity:
Common stock, par value $1, authorized 15,000,000 shares; issued and outstanding: March 31: 2,722,629 shares; December 31: 2,717,909 shares	2,723	2,718
Surplus	9,470	9,438
Retained earnings	17,668	17,209
Accumulated other comprehensive gain, net of taxes	2,135	1,846
Total stockholders' equity	31,996	31,211
Total liabilities and stockholders' equity	$ 374,313	$ 365,260

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Cash flows from operating activities:
Net income	$ 730	$ 709
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	455	364
Provision for credit losses		225
Gains on disposals of assets, net	(23)	(188)
Impairment of securities and stocks		22
Income on investment in life insurance	(60)	(60)
Changes in assets and liabilities:
Decrease in other assets	88	269
Decrease in other liabilities	(498)	(269)
Net cash provided by operating activities	692	1,072
Cash flows from investing activities:
Maturities of available for sale mortgage-backed securities	5,075	9,054
Proceeds from maturities and sales of other investment securities	2,544	1,299
Purchases of investment securities	(8,855)	(12,773)
Purchase of Federal Home Loan Bank stock	(4)	(1)
Purchase of life insurance contracts		(240)
Proceeds from sales of other real estate	182
Increase in loans, net	(5,829)	(1,010)
Purchases of premises and equipment	(45)	(30)
Net cash used by investing activities	(6,932)	(3,701)
Cash flows from financing activities:
Increase in deposits, net	9,019	11,217
Decrease in short-term borrowings, net	(255)	(4,118)
Dividends paid	(270)	(271)
Common stock dividends reinvested	36	39
Net cash provided by financing activities	8,530	6,867
Increase in cash and cash equivalents	2,290	4,238
Cash and cash equivalents, beginning of year	9,954	9,000
Cash and cash equivalents, end of period	$ 12,244	$ 13,238

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2012

BASIS OF PRESENTATION

NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed balance sheet as of December 31, 2011, which has been derived from audited financial statements, and the unaudited interim consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X 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 months ended March 31, 2012 and 2011.

Operating results for the three months ended March 31, 2012 is not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Loans, allowance for credit losses	$ 3,826	$ 3,931
Common stock, par value	$ 1	$ 1
Common stock, authorized	15,000,000	15,000,000
Common stock, issued	2,722,629	2,717,909
Common stock, outstanding	2,722,629	2,717,909

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2012	May 02, 2012
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Trading Symbol	GLBZ
Entity Registrant Name	GLEN BURNIE BANCORP
Entity Central Index Key	0000890066
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,726,516

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Interest income on:
Loans, including fees	$ 3,364	$ 3,510
U.S. Treasury and U.S. Government agency securities	254	341
State and municipal securities	417	384
Other	21	51
Total interest income	4,056	4,286
Interest expense on:
Deposits	688	778
Short-term borrowings		3
Long-term borrowings	160	158
Junior subordinated debentures
Total interest expense	848	939
Net interest income	3,208	3,347
Provision for credit losses		225
Net interest income after provision for credit losses	3,208	3,122
Other income:
Service charges on deposit accounts	143	165
Other fees and commissions	187	194
Other non-interest income	5	3
Income on life insurance	60	61
Gains on investment securities	23	188
Total other income	418	611
Other expenses:
Salaries and employee benefits	1,732	1,642
Occupancy	197	229
Impairment of securities and stocks		22
Other expenses	757	918
Total other expenses	2,686	2,811
Income before income taxes	940	922
Income tax expense	210	213
Net income	$ 730	$ 709
Basic and diluted earnings per share of common stock	$ 0.27	$ 0.26
Weighted average shares of common stock outstanding	2,722,419	2,702,604
Dividends declared per share of common stock	$ 0.10	$ 0.10

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 730	$ 709
Unrealized gains on securities:
Unrealized holding gains arising during the period	303	777
Reclassification adjustment for gains included in net income	(14)	(113)
Comprehensive income	$ 1,019	$ 1,373

XML

FAIR VALUE

3 Months Ended

Mar. 31, 2012

FAIR VALUE

NOTE 4 – FAIR VALUE

ASC 820-10, formerly SFAS No. 157, defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

Fair Value Hierarchy

ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. In accordance with ASC 820-10, these inputs are summarized in the three broad levels listed below:

¨          Level 1 – Quoted prices in active markets for identical securities

¨          Level 2 – Other significant observable inputs (including quoted prices in active markets for similar securities)

¨          Level 3 – Significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments)

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to ASC 820-10.

The Company’s bond holdings in the investment securities portfolio are the only asset or liability subject to fair value measurements on a recurring basis. No assets are valued under Level 1 inputs at March 31, 2012 or December 31, 2011. The Company has assets measured by fair value measurements on a non-recurring basis during 2012. At March 31, 2012, these assets include 23 loans classified as impaired, which include nonaccrual, past due 90 days or more and still accruing, or troubled debt restructuring, and a homogeneous pool of indirect loans all considered to be impaired loans, which are valued under Level 3 inputs and two properties classified as OREO valued under Level 2 inputs.

The changes in the assets subject to fair value measurements are summarized below by Level:

	(Dollars in Thousands)
									Fair
December 31, 2011	Level 1		Level 2			Level 3			Value
Recurring:
Investment securities available for sale (AFS)	$	-	$	102,867		$	-		$	102,867
Non-recurring:
Maryland Financial Bank stock		-		30			-			30
Impaired loans		-		-			8,309			8,309
OREO		-		1,111			-			1,111
		-		104,008			8,309			112,317
Activity:
Investment securities AFS
Purchases of investment securities		-		8,855			-			8,855
Sales, calls and maturities of investment securities		-		(7,596	)		-			(7,596	)
Amortization/accretion of premium/discount		-		(342	)		-			(342	)
Increase in market value		-		481			-			481
Loans
New impaired loans		-		-			375			375
Payments and other loan reductions		-		-			(540	)		(540	)
Change in total provision		-		-			196			196
OREO
Sales of OREO		-		(182	)		-			(182	)
March 31, 2012
Recurring:
Investment securities AFS		-		104,265			-			104,265
Non-recurring:
Maryland Financial Bank stock		-		30			-			30
Impaired loans		-		-			8,340			8,340
OREO		-		929			-			929
	$	-	$	105,224		$	8,340		$	113,564

The estimated fair values of the Company’s financial instruments at March 31, 2012 and December 31, 2011 are summarized below. The fair values of a significant portion of these financial instruments are estimates derived using present value techniques and may not be indicative of the net realizable or liquidation values. Also, the calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

	March 31, 2012				December 31, 2011
(In Thousands)	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial assets:
Cash and due from banks	$	5,935	$	5,935	$	6,877	$	6,877
Interest-bearing deposits		4,564		4,564		2,423		2,423
Federal funds sold		1,745		1,745		654		654
Investment securities		104,265		104,265		102,867		102,867
Investments in restricted stock		1,524		1,524		1,520		1,520
Ground rents		175		175		175		175
Loans, net		238,563		236,958		232,734		231,912
Accrued interest receivable		1,382		1,382		1,542		1,542
Financial liabilities:
Deposits		320,964		302,579		311,945		293,713
Short-term borrowings		-		-		255		255
Long-term borrowings		20,000		21,608		20,000		21,425
Dividends payable		272		272		272		272
Accrued interest payable		47		47		48		48
Off-balance sheet commitments		26,002		26,002		22,736		22,736

Fair values are based on quoted market prices for similar instruments or estimated using discounted cash flows. The discounts used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs and optionality of such instruments.

The fair value of cash and due from banks, federal funds sold, investments in restricted stocks and accrued interest receivable are equal to the carrying amounts. The fair values of investment securities are determined using market quotations. The fair value of loans receivable is estimated using discounted cash flow analysis.

The fair value of non-interest bearing deposits, interest-bearing checking, savings, and money market deposit accounts, securities sold under agreements to repurchase, and accrued interest payable are equal to the carrying amounts. The fair value of fixed-maturity time deposits is estimated using discounted cash flow analysis.

The gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2012 are as follows:

Securities available for sale:	Less than 12 months				12 months or more				Total
(Dollars in Thousands)
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Loss		Value		Loss		Value		Loss
Obligations of U.S. Govt Agencies	$	10	$	5	$	-	$	-	$	10	$	5
State and Municipal		3,851		85		274		26		4,125		111
Corporate Trust Preferred		-		-		239		235		239		235
Mortgage Backed		5,403		47		655		11		6,058		58
	$	9,264	$	137	$	1,168	$	272	$	10,432	$	409

At March 31, 2012, the company owned one pooled trust preferred security issued by Regional Diversified Funding, Senior Notes with a Fitch rating of C. The market for these securities at March 31, 2012 was not active and markets for similar securities were also not active. As a result, the Company had cash flow testing performed as of March 31, 2012 by an unrelated third party in order to measure the possible extent of other-than-temporary-impairment (“OTTI”). This testing assumed future defaults on the currently performing financial institutions of 150 basis points applied annually with a 0% recovery on both current and future defaulting financial institutions. As a result of this testing, no write-down was required in the first quarter of 2012. A write-down of $22,000 was taken on this security in the first quarter of 2011.

Maryland Financial Bank stock was written down $70,000 in the second quarter of 2011 due to a prospectus that offered stock at a discount from par.

Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary-impairment losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain it’s investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

As of March 31, 2012, management had the ability and intent to hold the securities classified as available for sale for a period of time sufficient for a recovery of cost. On March 31, 2012 the Bank held 4 investment securities having continuous unrealized loss positions for more than 12 months. Management has determined that all unrealized losses are either due to increases in market interest rates over the yields available at the time the underlying securities were purchased, current call features that are nearing, and the effect the sub-prime market has had on all mortgage-backed securities. The Bank has no mortgage-backed securities collateralized by sub-prime mortgages. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Except as noted above, as of March 31, 2012, management believes the impairments detailed in the table above are temporary and no impairment loss has been realized in the Company’s consolidated income statement.

A rollforward of the cumulative other-than-temporary credit losses recognized in earnings for all debt securities for which a portion of an other-than-temporary loss is recognized in accumulated other comprehensive loss is as follows:

	At		At
	March 31,		December 31,
	2012		2011
	(Dollars in Thousands)
Estimated credit losses, beginning of year	$	3,247	$	3,155
Credit losses - no previous OTTI recognized		-		70
Credit losses - previous OTTI recognized		-		22
Estimated credit losses, end of period	$	3,247	$	3,247