SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission File No. 0-24330 Bedford Bancshares, Inc. (Exact name of registrant as specified in its charter) Virginia 54-1709924 - -------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 125 West Main Street, Bedford, Virginia 24523 --------------------------------------------- (Address of principal executive offices) (540) 586-2590 -------------- (Registrant's telephone number, including area code) Check whether issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes X No State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date. Class: Common Stock, par value $.10 per share Outstanding at May 7, 2001: 2,107,660 BEDFORD BANCSHARES, INC. AND SUBSIDIARY INDEX TO FORM 10-QSB PART I FINANCIAL INFORMATION PAGE ------ --------------------- ---- Item 1 Financial Statements Consolidated Statements of Financial Condition at March 31, 2001 (unaudited) and September 30, 2000 3 Consolidated Statements of Income for the three and six months ended March 31, 2001 and 2000 (unaudited) 4 Comprehensive Statement of Income for the three and six months ended March 31, 2001 and 2000 (unaudited) 5 Consolidated Statements of Cash Flows for the six months ended March 31, 2001 and 2000 (unaudited) 6 Notes to Unaudited Interim Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II OTHER INFORMATION ------- ----------------- Item 1 Legal Proceedings 13 Item 2 Changes in Securities 13 Item 3 Defaults upon Senior Securities 13 Item 4 Submission of Matters to a Vote of Security Holders 13 Item 5 Other Information 13 Item 6 Exhibits and Reports on Form 8-K 13 SIGNATURES 14 2 BEDFORD BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Financial Condition March 31 September 30 2001 2000 -------- -------- (In Thousands) (Unaudited) Assets - ------ Cash and cash equivalents...................................................... $ 5,538 $ 5,512 Investment securities held to maturity (estimated market value of $513 and $506)................................................................. 506 507 Marketable equity securities available for sale, at market value............... 50 50 Investment securities available for sale, at market value...................... 7,082 6,855 Investment in Federal Home Loan Bank stock, at cost............................ 2,100 1,900 Loans receivable, net.......................................................... 180,750 169,592 Foreclosed real estate, net.................................................... 26 -- Property and equipment, net.................................................... 1,349 1,365 Accrued interest receivable.................................................... 1,126 1,133 Deferred income taxes.......................................................... 183 270 Other assets................................................................... 594 357 -------- -------- Total assets............................................................... $199,304 $187,541 ======== ======== Liabilities and Stockholders' Equity - ------------------------------------ Liabilities - ----------- Deposits....................................................................... $134,813 $129,770 Advances from the Federal Home Loan Bank....................................... 40,000 34,000 Advances from borrowers for taxes and insurance................................ 642 694 Dividends payable.............................................................. 234 215 Other liabilities.............................................................. 331 306 -------- -------- Total liabilities.......................................................... 176,020 164,985 -------- -------- Commitments and contingent liabilities Stockholders' equity - -------------------- Preferred stock, par value $.10 per share, authorized 250,000; issued and -- -- outstanding, none Common stock, par value, $.10 per share, authorized 2,750,000 shares; issued and outstanding 2,130,560 at March 31, 2001 and 2,149,270 at September 30, 2000 213 215 Additional paid in capital..................................................... 10,411 10,466 Retained earnings, substantially restricted.................................... 13,099 12,503 Accumulated other comprehensive income (loss).................................. 20 (122) Less stock acquired by ESOP and RRP............................................ (459) (506) -------- -------- Total stockholders' equity................................................. 23,284 22,556 -------- -------- Total liabilities and stockholders' equity................................. $199,304 $187,541 ======== ======== See notes to consolidated financial statements 3 BEDFORD BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three Months Ended Six Months Ended March 31 March 31 . 2001 2000 2001 2000 ---- ---- ---- ---- (Dollars in Thousands, Except Per Share Data) Interest Income: Loans ........................................... $3,555 $3,018 $6,946 $5,886 U.S. Government Obligations including agencies... 119 128 242 303 Other investments, including overnight deposits.. 82 72 168 136 ------ ------ ------ ------ Total interest income ........................ 3,756 3,218 7,356 6,325 ------ ------ ------ ------ Interest Expense: Deposits ........................................ 1,482 1,225 2,967 2,362 Borrowed funds .................................. 590 475 1,125 951 ------ ------ ------ ------ Total interest expense ....................... 2,072 1,700 4,092 3,313 ------ ------ ------ ------ Net interest income .......................... 1,684 1,518 3,264 3,012 Provision for credit losses ...................... 45 30 75 60 ------ ------ ------ ------ Net interest income after provision for credit Losses .......................................... 1,639 1,488 3,189 2,952 ------ ------ ------ ------ Noninterest income: Service charges and fees on loans ............... 111 127 231 296 Other customer service fees and commissions ..... 98 105 194 207 Other ........................................... 36 18 46 33 ------ ------ ------ ------ Total noninterest income ..................... 245 250 471 536 ------ ------ ------ ------ Noninterest expense: Personnel compensation and benefits ............. 493 476 1,010 979 Occupancy and equipment ......................... 104 74 209 147 Data Processing ................................. 121 105 239 207 Federal insurance of accounts ................... 7 10 13 26 Advertising ..................................... 27 41 63 73 Professional fees ............................... 71 48 153 91 Other ........................................... 116 110 214 227 ------ ------ ------ ------ Total noninterest expense .................... 939 864 1,901 1,750 ------ ------ ------ ------ Income before income taxes ................... 945 874 1,759 1,738 Provision for income taxes ...................... 358 329 667 682 ------ ------ ------ ------ Net income .................................... $ 587 $ 545 $1,092 $1,056 ====== ====== ====== ====== Basic earnings per share ......................... $ 0.29 $ 0.27 $ 0.53 $ 0.51 ====== ====== ====== ====== Diluted earnings per share ....................... $ 0.28 $ 0.26 $ 0.51 $ 0.49 ====== ====== ====== ====== See notes to consolidated financial statements 4 BEDFORD BANCSHARES, INC. AND SUBSIDIARY Comprehensive Statements of Income (Unaudited) Three Months Ended Six Months Ended March 31 March 31 2001 2000 2001 2000 ------- ------- ------- ------- (Dollars in Thousands, Except Per Share Data) Net Income ................................... $ 587 $ 545 $ 1,092 $ 1,056 Other comprehensive income, net of tax effect: Unrealized gains (losses) on securities available for sale ........................ 36 4 142 (68) ------- ------- ------- ------- Comprehensive income ......................... $ 623 $ 549 $ 1,234 $ 988 ======= ======= ======= ======= 5 BEDFORD BANCSHARES, INC. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Six Months Ended March 31 2001 2000 ---- ---- (Dollars in Thousands) Operating activities: Net Income ........................................................... $ 1,092 $ 1,056 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses ........................................ 75 60 Provision for depreciation and amortization ........................ 90 70 Amortization of investment security premiums and accretion of discounts, net ..................................................... 4 2 (Increase) decrease in deferred income taxes ....................... 87 (42) (Gain) loss on sale of loans, investments and foreclosed real estate (3) -- (Increase) decrease in accrued interest receivable ................. 7 (70) (Increase) decrease in other assets ................................ (237) (170) Increase (decrease) in other liabilities ........................... 25 (917) -------- -------- Net cash provided by (used in) operating activities ............... 1,140 (11) -------- -------- Investing activities: Proceeds from the sale of available for sale investment securities . 2,500 4,664 Proceeds from maturities of available for sale investment securities 2,500 509 Purchases of available for sale investment securities .............. (5,000) (560) Purchase of Federal Home Loan Bank stock ........................... (200) (100) Net increase in loans to customers ................................. (11,233) (16,017) Principal collected on mortgage-backed securities .................. 1 1 Purchases of premises, equipment and leasehold improvements ........ (74) (118) Proceeds from the sale of REO ...................................... -- -- -------- -------- Net cash provided by (used in) investing activities ............... (11,506) (11,621) -------- -------- Financing activities: Exercise of stock options .......................................... -- -- Allocation of ESOP and RRP shares .................................. 18 134 Dividends paid ..................................................... (430) (390) Net increase (decrease) in customer deposits ....................... 5,043 8,976 Proceeds from (repayments of) advances and other borrowed money .... 6,000 4,000 Repurchase of stock ................................................ (170) (264) Purchase of stock by ESOP and RRP .................................. -- -- Net increase (decrease) in advance payments from borrower for taxes and insurance ...................................................... (52) 46 Other, net ......................................................... (17) 50 -------- -------- Net cash provided by financing activities ......................... 10,392 12,552 -------- -------- Increase (decrease) in cash and cash equivalents .................. 26 920 Cash and cash equivalents at beginning of period ...................... 5,512 2,744 -------- -------- Cash and cash equivalents at end of period ............................ $ 5,538 $ 3,664 ======== ======== 6 BEDFORD BANCSHARES, INC. AND SUBSIDIARY Notes to Unaudited Interim Consolidated Financial Statements March 31, 2001 NOTE 1: BASIS OF PRESENTATION - ------------------------------ The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accompanying unaudited interim consolidated financial statements include the accounts of Bedford Bancshares, Inc., Bedford Federal Savings Bank and CVFS its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation have been included. The results of operations for the interim period ended March 31, 2001 is not necessarily indicative of the results which may be expected for any future period. For further information, refer to consolidated financial statements and footnotes thereto included in the Corporation's Annual Report on Form 10-KSB for the year ended September 30, 2000. NOTE 2: EARNINGS PER SHARE - --------------------------- Earnings per share are calculated as follows: Three Months Ended Six Months Ended March 31 March 31 ----------------------- ----------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Basic Earnings Per Share: - ------------------------- Net Income ........................................ $ 587,000 $ 545,000 $1,092,000 $1,056,000 ========== ========== ========== ========== Average Shares Outstanding, Net of Unallocated ESOP Shares (61,334 and 77,334 at March 31, 2001 and 2000, respectively).......... 2,070,618 2,072,975 2,078,465 2,081,867 ========== ========== ========== ========== Basic Earnings Per Share .......................... $ 0.29 $ 0.27 $ 0.53 $ 0.51 ========== ========== ========== ========== Diluted Earnings Per Share; - --------------------------- Net Income ........................................ $ 587,000 $ 545,000 $1,092,000 $1,056,000 ========== ========== ========== ========== Average Shares Outstanding, Net of unallocated ESOP Shares (61,334 and 77,334 at March 31, 2001 and 2000, respectively) ........ 2,070,618 2,072,975 2,078,465 2,081,867 Dilutive effect of RRP Plan shares .............. 505 1,087 499 1,245 Dilutive effect of Stock Options ................ 73,029 74,071 71,717 84,122 ---------- ---------- ---------- ---------- Average Shares Outstanding ........................ 2,144,152 2,148,133 2,150,681 2,167,234 ========== ========== ========== ========== Diluted Earnings Per Share ........................ $ 0.28 $ 0.26 $ 0.51 $ 0.49 ========== ========== ========== ========== 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS - -------------------------- The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words, "believes", "anticipates", "contemplates", "expects", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risks associated with the effect of opening a new branch, the ability to control costs and expenses, and general economic conditions. We undertake no obligation to publicly release the results of any revision to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. FINANCIAL CONDITION - ------------------- At March 31, 2001, consolidated assets totaled $199.3 million, an increase of $11.8 million from September 30, 2000. Asset increased primarily due to the growth in the loan portfolio, which increased $11.2 million. Funding for the loan growth was provided by a $5.0 million rise in deposits and a $6 million increase in FHLB advances. RESULTS OF OPERATIONS - --------------------- General. Net income for the three months ended March 31, 2001 increased $42,000, or 7.7%, to $587,000 from $545,000 for the comparable 2000 period.. Net income for the six months ended March 31, 2001, was $1,092,000, an increase of $36,000 or 3.4% from the $1,056,000 earned in the comparable 2000 period. The increase in net income for the three and six months ended March 31, 2001, was primarily caused by the rise in net interest income. Interest Income. Interest income totaled $3.8 million for the three months ended March 31, 2001, a $538,000 increase from the $3.2 million for the comparable 2000 period. A $20.3 million increase in average loans receivable combined with a 34 basis point rise in the yield on average loans receivable were the primary reasons for the increase. For the six months ended March 31, 2001, interest income totaled $7.4 million, a $1.1 million increase from the $6.3 million for the comparable 2000 period. An increase of $20.4 million in average loans receivable for the six months ended March 31, 2001 compared to the same six months of 2000 combined with a 33 basis improvement in the yield on average loans receivable were the primary factors for the higher interest income. 8 Interest Expense. Interest expense totaled $2.1 million for the three months ended March 31, 2001, a $372,000 increase from the $1.7 million for the comparable 2000 period. A 49 basis point rise in the cost of average interest bearing deposits plus an increase of $9.9 million in the average volume, combined with a $7.8 million increase in average FHLB advances were the primary reasons for the increase. For the six months ended March 31, 2001, interest expense totaled $4.1 million, a $779,000 increase from the $3.3 million for the comparable 2000 period. Interest on deposits reflected a $605,000 increase, due to both higher average volume and higher average cost, and interest on FHLB advances was up $174,000 due primarily due an increase in average borrowings. Net Interest Income. For the three months ended March 31, 2001, net interest income was $1.7 million, up $166,000 from the net interest income earned in the same period of 2000. An 11.8% rise in the level of average interest earning assets was the primary reason for the increase in net interest income. For the three months ended March 31, 2001, the net interest spread and margin remained relatively constant at 2.79% and 3.55%, respectively, compared to 2.79% and 3.56%, respectively for the same period of 2000. For the six months ended March 31, 2001, net interest income was $3.3 million, up $252,000 from the net interest income earned in the same period of 2000. For the six months ended March 31, 2001, average earning assets were $189.7 million, up 11.3% from the average for the same period of 2000. For the six months ended March 31, 2001, the net interest spread and margin were 2.71% and 3.50%, respectively, compared to 2.84% and 3.58% for the same period of 2000. Provision for Loan Losses. The provision for loan losses was $45,000 for the three months ended March 31, 2001, compared to $30,000 for the same 2000 period. For the six months ended March 31, 2001 the provision for loan losses was $75,000 compared to $60,000 for the same period of 2000. The allowance for loan losses at March 31, 2001 was $911,000 compared to $850,000 at September 30, 2000. This increase combined with a decline in the level of nonperforming loans raised the ratio of the allowance for loan losses to nonperforming assets to 121.40% at March 31, 2001from 88.55% at September 30, 2000. Management performs regular assessments of the credit risk in the loan portfolio based on information available at such times, including the level of our nonperforming loans and assets, trends in the local real estate market, and current and potential charge-offs. The assessment of the adequacy of the allowance for loan losses involves subjective judgment regarding future events, and there can be no assurance that additional provisions for loan losses will not be required in future periods. Noninterest Income. For the three months ended March 31, 2001, noninterest income was $245,000, down 2% from the $250,000 for the comparable 2000 period. Service charges and fees on loans were down $16,000 to $111,000 for the second quarter of fiscal 2001 from $127,000 for the comparable period of fiscal 2000 due primarily to a lower number and dollar amount of loans being closed. Other noninterest income increased $18,000 to $36,000 for the three months ended March 31, 2001 from $18,000 for the comparable 2000 period due to 9 increased commissions on the sale of mortgage life insurance and a $8,000 gain on the sale of available for sale securities. For the six months ended March 31, 2001, noninterest income was $471,000 compared to $536,000 for the same period of 2000. Service charges and fees on loans was down $65,000 due to the lower number and dollar amount of loans closed. Other customer service fees and commissions were down $13,000 due to lower charges on transaction accounts, while other noninterest income was up $13,000 due to increased commissions on the sale of mortgage insurance and the gain on the sale of available for sale securities. Noninterest Expense. Noninterest expense totaled $939,000 for the three months ended March 31, 2001, compared to $864,000 for the same three months of fiscal 2000. Occupancy and equipment expense was up $30,000 due primarily to expenses associated with the operation of the New London branch, which was opened in September of 2000. Data processing expense was up $16,000 due primarily to increases in transaction volume. Professional fees were up $23,000 due to higher legal expenses. For the six months ended March 31, 2001, noninterest expenses were $1,901,000, compared to $1,750,000 for the comparable period of 2000. Occupancy and equipment expense was up $62,000 due primarily to expenses associated with the New London office. Data processing expenses were up $32,000 to increases in volume and professional fees were up $62,000 due to higher legal expenses. Provision for Income Taxes. The provision for income taxes was $358,000 for the three months ended March 31, 2001, up $29,000 from the $329,000 provision recorded in the same three months of fiscal 2000. The primary reason for the increase was the higher level of taxable income. For the six months ended March 31, 2001, the provision for income taxes was $667,000, down 2.2% from the $682,000 provision for the same period of fiscal 2000. A lower level of taxable income is the primary reason for the decline. 10 CAPITAL COMPLIANCE - ------------------ The following table presents the Bank's compliance with its regulatory capital requirements of March 31, 2001. (Dollar amounts in thousands). March 31, 2001 ---------------- Percentage of assets ------------ GAAP Capital.................................... $22,470 11.29% ======= ====== Tangible capital................................ $22,452 11.28% Tangible capital requirement.................... $2,985 1.50% ------ ----- Excess.......................................... $19,467 9.78% ======= ===== Core capital.................................... $22,452 11.28% Core capital requirement........................ 7,959 4.00% ----- ----- Excess.......................................... $14,493 7.28% ======= ===== Total risk-based capital (1).................... $23,290 18.51% Total risk-based capital requirement (1)........ 10,068 8.00% ------ ----- Excess.......................................... $13,222 10.51% ======= ====== - ----------------------------- (1) Based on risk-weighted assets of $125,850 Management believes that under current regulations, we will continue to meet our minimum capital requirements in the foreseeable future. Events beyond our control, such as changes in interest rates or a downturn in the economy in areas in which we operate could adversely affect future earnings and as a result, our ability to meet our future minimum capital requirements. LIQUIDITY - --------- Our liquidity is a measure of our ability to fund loans, pay deposit withdrawals and other cash outflows in an efficient, cost effective manner. Our primary sources of funds are deposits, and scheduled amortization and prepayment of loans. In addition, we supplement our funding needs by borrowing funds from the Federal Home Loan Bank ("FHLB") of Atlanta. As of March 31, 2001, such borrowed funds totaled $40 million. Loan payments and prepayments, deposits and borrowings are greatly influenced by general interest rates, economic conditions and competition. The amount of certificate accounts which are scheduled to mature during the next twelve months ending March 31, 2001, is approximately $49.3 million. To the extent that these deposits do not remain with us upon maturity, we believe that we can replace these funds with other deposits, FHLB advances or other borrowings. It has been our experience that a substantial portion of such maturing deposits remain with us. At March 31, 2001, we had loan commitments outstanding of $20.7 million. These commitments will be funded from deposit inflows, loan repayments and borrowings. 11 BEDFORD BANCSHARES, INC. AND SUBSIDIARY Key Operating Ratios Three Months Ended Six Months Ended March 31 March 31 -------- -------- 2001(1) 2000(1) 2001(1) 2000(1) ------- ------- ------- ------- (Unaudited) Basic earnings per share ........................................ $ 0.29 $ 0.27 $ 0.53 $ 0.51 Diluted earnings per share ...................................... $ 0.28 $ 0.26 $ 0.51 $ 0.49 Return on average assets ........................................ 1.19% 1.24% 1.13% 1.22% Return on average equity ........................................ 10.14% 10.17% 9.52% 9.91% Interest rate spread ............................................ 2.79% 2.79% 2.71% 2.84% Net interest margin ............................................. 3.55% 3.56% 3.50% 3.58% Noninterest expense to average assets ........................... 1.91% 1.97% 1.97% 2.02% Net charge-offs to average outstanding loans..................... --% 0.03% --% 0.02% March 31 September 30 2001 2000 -------- -------- (Dollars in thousands) (Unaudited) Nonaccrual loans............................................................ $708 $960 Repossessed real estate................................................... 26 -- -- -- Total nonperforming assets................................................ $734 $960 ==== ==== Allowance for credit losses to nonperforming assets....................... 124.1% 88.55% Nonperforming loans to total loans........................................ 0.39% 0.57% Nonperforming assets to total assets...................................... 0.37% 0.51% Book value per share ..................................................... $10.93 $10.49 ====== ====== - ------------------------ (1) The ratios for the three- and six-month periods are annualized. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings ----------------- Neither the Corporation nor the Bank was engaged in any legal proceedings of a material nature at March 31, 2001. From time to time, the Corporation is a part to legal proceedings in the ordinary course of business wherein it enforces its security interest in loans. Item 2. Changes in Securities --------------------- Not applicable. Item 3. Defaults upon Senior Securities ------------------------------- Not applicable. Item 4. Submission of Matters to a Vote of Security Holders - ---- ------------------------------------------------------ The annual meeting of shareholders of the Corporation was held on January 24, 2001 and the following items were acted upon: Election of Director Jenny T. Allman for a term of two years and Hugh H. Bond, William T. Powell and Macon C. Putney for terms of three years. All were elected as indicated below: Votes Votes For Withheld --- -------- Jenny T. Allman 1,724,234 48,396 Hugh H. Bond 1,730,448 42,182 William T. Powell 1,726,290 46,340 Macon C. Putney 1,730,917 41,893 Ratification of the appointment of BDO Seidman, LLP, as the Corporation's auditors for the 2001 fiscal year. BDO Seidman, LLP, was ratified as follows: Votes Votes For Against Abstain --- ------- ------- 1,753,107 2,413 17,110 Item 5. Other Information ----------------- Not applicable. Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) List of Exhibits: 3(i) Restated Articles of Incorporation of Bedford Bancshares, Inc.* 3(ii) Bylaws of Bedford Bancshares, Inc.* 4 Specimen of Stock Certificate* 10.1 1994 Stock Option Plan* 10.2 Recognition and Retention Plan and Trust Agreement 10.3 Employment Agreement between the Registrant and H. K. Neal* (b) Reports on Form 8-K Not applicable. 13 BEDFORD BANCSHARES, INC. AND SUBSIDIARY 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. BEDFORD BANCSHARES, INC. Date: May 11, 2001 By: /s/ Harold K. Neal ------------------------------- Harold K. Neal President and Chief Executive Officer (Principal Executive Officer) Date: May 11, 2001 By: /s/ James W. Smith ------------------------------- James W. Smith Vice President and Treasurer (Principal Accounting and Financial Officer) 14