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, 2002
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 9, 2002: 1,999,242
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, 2002(unaudited)
and September 30, 2001 3
Consolidated Statements of Income for the three and six months ended March 31,
2002 and 2001 (unaudited) 4
Consolidated Comprehensive Statements of Income for the three and six months
ended March 31, 2002 and 2001 (unaudited) 5
Consolidated Statements of Cash Flows for the six months ended March 31, 2002
and 2001 (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
2002 2001
-------- -------
(In Thousands)
(Unaudited)
Assets
- ------
Cash and cash equivalents....................................................... $13,440 $16,761
Investment securities held to maturity (estimated market value of
$508 and $506)................................................................. 503 504
Investment securities available for sale, at market value...................... 14,981 7,132
Investment in Federal Home Loan Bank stock, at cost............................ 2,600 2,300
Loans receivable, net.......................................................... 204,867 184,405
Foreclosed real estate, net.................................................... 26 94
Property and equipment, net.................................................... 1,260 1,273
Accrued interest receivable.................................................... 1,390 1,093
Deferred income taxes.......................................................... 410 159
Other assets................................................................... 526 584
-------- --------
Total assets............................................................... $240,003 $214,305
======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities
- -----------
Deposits....................................................................... $163,303 $149,167
Advances from the Federal Home Loan Bank....................................... 52,000 40,000
Advances from borrowers for taxes and insurance................................ 735 717
Dividends payable.............................................................. 242 227
Other liabilities.............................................................. 540 891
-------- --------
Total liabilities.......................................................... 216,820 191,002
-------- --------
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 2,009,292 at March 31, 2002 and 2,063,453 at September 30, 2001
201 206
Additional paid in capital..................................................... 9,978 10,171
Retained earnings, substantially restricted.................................... 13,721 13,275
Accumulated other comprehensive income (loss).................................. (349) 60
Less stock acquired by ESOP and RRP............................................ (368) (409)
-------- --------
Total stockholders' equity................................................. 23,183 23,303
-------- --------
Total liabilities and stockholders' equity................................. $240,003 $214,305
======== ========
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
2002 2001 2002 2001
------ ------ ------ ------
(Dollars in Thousands, Except Per Share Data)
Interest Income:
Loans.............................................. $3,538 $3,555 $7,118 $6,946
U.S. Government Obligations including agencies..... 231 119 521 242
Other investments, including overnight deposits.... 115 82 163 168
------ ------ ------ ------
Total interest income........................... 3,884 3,756 7,802 7,356
------ ------ ------ ------
Interest Expense:
Deposits........................................... 1,376 1,482 2,800 2,967
Borrowed funds..................................... 615 590 1,212 1,125
------ ------ ------ ------
Total interest expense.......................... 1,991 2,072 4,012 4,092
------ ------ ------ ------
Net interest income............................. 1,893 1,684 3,790 3,264
Provision for credit losses......................... 100 45 145 75
------ ------ ------ ------
Net interest income after provision for credit
Losses............................................. 1,793 1,639 3,645 3,189
------ ------ ------ ------
Noninterest income:
Service charges and fees on loans.................. 387 111 636 231
Other customer service fees and
commissions...................................... 119 98 243 194
Other.............................................. 64 36 78 46
------ ------ ------ ------
Total noninterest income........................ 570 245 957 471
------ ------ ------ ------
oninterest expense:
Personnel compensation and benefits................ 580 493 1,265 1,010
Occupancy and equipment............................ 133 104 237 209
Data Processing.................................... 114 121 239 239
Federal insurance of accounts...................... 7 7 13 13
Advertising........................................ 31 27 62 63
Professional fees.................................. 64 71 144 153
Other.............................................. 165 116 281 214
------ ------ ------ ------
Total noninterest expense....................... 1,094 939 2,241 1,901
------ ------ ------ ------
Income before income taxes...................... 1,269 945 2,361 1,759
Provision for income taxes......................... 429 358 844 667
------ ------ ------ ------
Net income....................................... $ 840 $ 587 $1,517 $1,092
====== ====== ====== ======
Basic earnings per share............................ $0.43 $0.29 $0.76 $0.53
===== ===== ===== =====
Diluted earnings per share.......................... $0.41 $0.28 $0.73 $0.51
===== ===== ===== =====
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
2002 2001 2002 2001
---- ---- ----- ----
(Dollars in Thousands, Except Per Share Data)
Net Income.............................................. $840 $587 $1,517 $1,092
Other comprehensive income, net of tax effect:
Unrealized gains (losses) on securities
available for sale................................... (301) 36 (409) 142
---- ---- ------ ------
Comprehensive income.................................... $539 $623 $1,108 $1,234
==== ==== ====== ======
5
BEDFORD BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
March 31
2002 2001
---- ----
(Dollars in Thousands)
Operating activities:
Net Income ........................................................... $ 1,517 $ 1,092
Adjustments to reconcile net income to net cash provided by
operating activities:
Provision for credit losses ........................................ 145 75
Provision for depreciation and amortization ........................ 93 90
Amortization of investment security premiums and accretion of
discounts, net ..................................................... 9 4
(Increase) decrease in deferred income taxes ....................... 23 87
(Gain) loss on sale of loans, investments and foreclosed real estate (41) (3)
(Increase) decrease in accrued interest receivable ................. (297) 7
(Increase) decrease in other assets ................................ 58 (237)
Increase (decrease) in other liabilities ........................... (351) 25
-------- --------
Net cash provided by (used in) operating activities ............... 1,156 1,140
-------- --------
Investing activities:
Proceeds from the sale of available for sale investment securities . 2,051 2,500
Proceeds from maturities of available for sale investment securities -- 2,500
Purchases of available for sale investment securities .............. (10,500) (5,000)
Purchase of Federal Home Loan Bank stock ........................... (300) (200)
Net increase in loans to customers ................................. (20,593) (11,233)
Principal collected on mortgage-backed securities .................. 1 1
Purchases of premises, equipment and leasehold improvements ........ (80) (74)
Net (increase) decrease in foreclosed real estate .................. 68 (26)
-------- --------
Net cash provided by (used in) investing activities ............... (29,353) (11,532)
-------- --------
Financing activities:
Dividends paid ..................................................... (437) (430)
Net increase (decrease) in customer deposits ....................... 14,136 5,043
Proceeds from (repayments of) FHLB advances ........................ 12,000 6,000
Vesting of RRP shares .............................................. 42 18
Repurchase of stock ................................................ (1,008) (170)
Stock options exercised ............................................ 102 --
Net increase (decrease) in advance payments from borrower for taxes
and insurance ...................................................... 18 (52)
Other, net ......................................................... 23 9
-------- --------
Net cash provided by financing activities ......................... 24,876 10,418
-------- --------
Increase (decrease) in cash and cash equivalents .................. (3,321) 26
Cash and cash equivalents at beginning of period ...................... 16,761 5,512
-------- --------
Cash and cash equivalents at end of period ............................ $ 13,440 $ 5,538
======== ========
6
BEDFORD BANCSHARES, INC. AND SUBSIDIARY
Notes to Unaudited Interim Consolidated Financial Statements
March 31, 2002
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, 2002
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, 2001.
NOTE 2: EARNINGS PER SHARE
- ------- ------------------
Earnings per share are calculated as follows:
Three Months Ended Six Months Ended
March 31 March 31
------------------ ----------------
2002 2001 2002 2001
---- ---- ---- ----
Basic Earnings Per Share:
Net Income............................................ $840,000 $587,000 $1,517,000 $1,092,000
======== ======== ========== ==========
Average Shares Outstanding, Net of
Unallocated ESOP Shares (45,334 and 61,334 at
March 31, 2002 and 2001, respectively)................
1,984,527 2,070,618 2,006,532 2,078,465
========= ========= ========= =========
Basic Earnings Per Share.............................. $0.43 $0.29 $0.76 $0.53
===== ===== ===== =====
Diluted Earnings Per Share;
Net Income............................................ $840,000 $587,000 $1,517,000 $1,092,000
======== ======== ========== ==========
Average Shares Outstanding, Net of
unallocated ESOP Shares (45,334 and
61,334 at March 31, 2001 and 2000, respectively)..... 1,984,527 2,070,618 2,006,532 2,078,465
Dilutive effect of RRP Plan shares.................. -- 505 -- 499
Dilutive effect of Stock Options.................... 82,084 73,029 81,993 71,717
--------- --------- --------- ---------
Average Shares Outstanding............................ 2,066,611 2,144,152 2,088,525 2,150,681
========= ========= ========= =========
Diluted Earnings Per Share............................ $0.41 $0.28 $0.73 $0.51
===== ===== ===== =====
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.
FINANCIAL CONDITION
- -------------------
At March 31, 2002, consolidated assets totaled $240.0 million, an
increase of $25.7 million from September 30, 2001. Assets increased primarily
due to the growth in the loan portfolio, which totaled $204.9 million at March
31, 2002, an increase of $20.5 million from September 30, 2001. Funding for the
loan growth was provided by a $14.1 million rise in deposits and a $12.0 million
increase in FHLB advances.
RESULTS OF OPERATIONS
- ---------------------
General. Net income for the three months ended March 31, 2002 increased
$253,000, or 43.1%, to $840,000 from $587,000 for the comparable 2001 period..
Net income for the six months ended March 31, 2002, was $1,517,000, an increase
of $425,000 or 38.9% from the $1,092,000 earned in the comparable 2001 period.
The increase in net income for the three and six months ended March 31, 2002,
was primarily caused by both higher net interest income and noninterest income.
Interest Income. Interest income totaled $3.9 million for the three
months ended March 31, 2002, a $128,000 increase from the $3.8 million for the
comparable 2001 period. An $8.9 million increase in average investment
securities, partially offset by a decline of 38 basis points in their yield,
accounted for the most of the increase in interest income. Although average
loans receivable increased $20.2 million, an 83 basis point decline in the yield
on the loan portfolio offset most of the volume gain.
For the six months ended March 31, 2002, interest income totaled $7.8
million, a $446,000 increase from the $7.4 million for the comparable 2001
period. An increase of $18.0 million in average loans receivable for the six
months ended March 31, 2002 compared to the
8
same six months of 2001 combined with an $8.4 million increase in average
investment securities were the primary factors in the higher interest income.
Interest Expense. Interest expense totaled $2.0 million for the three
months ended March 31, 2002, an $81,000 decrease from the $2.1 million for the
comparable 2001 period. Although average interest bearing liabilities of $191.2
million in the second quarter of fiscal 2002 reflected an increase of 18.5% from
the average for the comparable quarter of fiscal 2001, a 98 basis point decline
in their cost more than offset the growth and resulted in the lower interest
expense.
For the six months ended March 31, 2002, interest expense totaled $4.0
million, an $80,000 decrease from the $4.1 million for the comparable 2001
period. An 81 basis point decline in the cost of average interest bearing
liabilities more than offset an increase of 16.5% in average bearing liabilities
when comparing the six months ended March 31, 2002 to the same six months of
fiscal 2001.
Net Interest Income. For the three months ended March 31, 2002, net
interest income was $1.9 million, up $209,000 from the net interest income
earned in the same period of 2001. A 17.2% 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, 2002, the net interest spread and margin
were 2.77% and 3.41%, respectively, compared to 2.79% and 3.56%, respectively,
for the same period of 2001.
For the six months ended March 31, 2002, net interest income was $3.8
million, up $526,000 from the net interest income earned in the same period of
2001. For the six months ended March 31, 2002, average earning assets were
$216.1 million, up 16.0% from the average for the same period of 2001. For the
six months ended March 31, 2002, the net interest spread and margin were 2.86%
and 3.51%, respectively, compared to 2.71% and 3.50% for the same period of
2001.
Provision for Loan Losses. The provision for loan losses was $100,000
for the three months ended March 31, 2002, compared to $45,000 for the same 2001
period. For the six months ended March 31, 2002 the provision for loan losses
was $145,000 compared to $75,000 for the same period of 2001. During the second
quarter of fiscal 2002, $79,000 of classified assets, previously rated
substandard was reclassified as doubtful. This change combined with the strong
growth of the loan portfolio were the primary reasons for the increased loan
loss provisions. 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, and there can be no
assurance that additional provisions for loan losses will not be required.
Noninterest Income. For the three months ended March 31, 2002,
noninterest income was $570,000, up $325,000 from the $245,000 for the
comparable 2001 period. Service charges and fees on loans were up $276,000 to
$387,000 for the second quarter of fiscal 2002 from $111,000 for the comparable
period of fiscal 2001, due primarily to the strong level of mortgage loans
originated during the quarter. In the second quarter of fiscal 2002, the bank
originated 172
9
mortgage loans with an aggregate value of $22.6 million, compared to 71 loans
with an aggregate value of $8.4 million for the comparable quarter of 2001. The
lower interest rate environment allowed the Bank to offer very attractive rates
on its adjustable rate mortgage products, which resulted in the increase volume.
Other customer service fees and commissions increased $21,000 to $119,000 in the
second quarter of fiscal 2002 from $98,000 for the same quarter of fiscal 2001
due primarily to the increase number of transaction accounts. Other noninterest
income increased $28,000 to $64,000 for the three months ended March 31, 2002
from $36,000 for the comparable 2001 period due primarily to an increase of
$21,000 in the gain realized on the sale of available for sale securities.
For the six months ended March 31, 2002, noninterest income was
$957,000 compared to $471,000 for the same period of 2001. Service charges and
fees on loans were up $405,000 due to the much higher number and dollar amount
of loans closed. Other customer service fees and commissions were up $49,000 due
to a higher number of transaction accounts, while other noninterest income was
up $32,000 due primarily to gains realized on the sale of available for sale
securities.
Noninterest Expense. Noninterest expense totaled $1,094,000 for the three months
ended March 31, 2002, compared to $939,000 for the same three months of fiscal
2001. Personnel compensation and benefits was up $87,000 due primarily to
expenses associated with the employee incentive plan and general merit
increases. Occupancy and equipment expense was up $29,000 due to furniture,
fixture and equipment related expenses. Other noninterest expense was up $49,000
due primarily to the write-off of $33,000 of uncollectible NOW account
overdrafts following an annual analysis of accounts in the process of
collection.
For the six months ended March 31, 2002, noninterest expense was
$2,241,000, compared to $1,901,000 for the comparable period of 2001. Personnel
compensation and benefits was up $255,000 due expenses associated with the
employee incentive plan and general merit increases. Occupancy and equipment
expense was up $28,000 due primarily to expenses related to furniture, fixture
and equipment. Other noninterest expense was up $67,000 due primarily to a
$33,000 write-off of NOW accounts, a $13,000 increase in payroll taxes and an
increase of $9,000 in equity line related expenses.
Provision for Income Taxes. The provision for income taxes was $429,000
for the three months ended March 31, 2002, up $71,000 from the $358,000
provision recorded in the same three months of fiscal 2001. The primary reason
for the increase was the higher level of taxable income.
For the six months ended March 31, 2002, the provision for income taxes
was $844,000, up 26.5% from the $667,000 provision for the same period of fiscal
2001. A higher level of taxable income is the primary reason for the increase.
10
CAPITAL COMPLIANCE
- ------------------
The following table presents the Bank's compliance with its regulatory capital
requirements of March 31, 2002. (Dollar amounts in thousands).
March 31, 2002
--------------
Percentage
of assets
---------
GAAP Capital..................................... $22,349 11.29%
======= ======
Tangible capital................................. $22,698 9.45%
Tangible capital requirement..................... $3,603 1.50%
------ -----
Excess........................................... $19,095 7.95%
======= =====
Core capital..................................... $22,698 9.45%
Core capital requirement......................... 9,609 4.00%
----- -----
Excess........................................... $13,089 5.45%
======= =====
Total risk-based capital (1)..................... $23,718 15.70%
Total risk-based capital requirement (1)......... 12,085 8.00%
------ -----
Excess........................................... $11,633 7.70%
======= =====
- -----------------------------
(1) Based on risk-weighted assets of $151,059
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, 2002, such
borrowed funds totaled $52 million. Loan payments and prepayments, deposits and
borrowings are greatly influenced by general interest rates, economic conditions
and competition.
The amount of certificate accounts scheduled to mature during the next
twelve months ending March 31, 2003, is approximately $77.4 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, 2002, 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
-------- --------
2002(1) 2001(1) 2002(1) 2001(1)
------- ------- ------- -------
(Unaudited)
Basic earnings per share ....................... $0.43 $0.29 $0.76 $0.53
Diluted earnings per share...................... $0.41 $0.28 $0.73 $0.51
Return on average assets........................ 1.46% 1.19% 1.36% 1.13%
Return on average equity........................ 14.32% 10.14% 12.93% 9.52%
Interest rate spread............................ 2.77% 2.79% 2.86% 2.71%
Net interest margin............................. 3.41% 3.55% 3.51% 3.50%
Noninterest expense to average assets........... 1.90% 1.91% 2.01% 1.97%
Net charge-offs to average outstanding loans....
.05% --% .03% --%
March 31 September 30
2002 2001
---- ----
(Dollars in thousands)
(Unaudited)
Nonaccrual loans....................................... $839 $514
Repossessed real estate................................ 26 94
-- --
Total nonperforming assets............................. $865 $608
==== ====
Allowance for credit losses to nonperforming assets.... 126.2% 161.35%
Nonperforming loans to total loans..................... 0.41% 0.28%
Nonperforming assets to total assets................... 0.36% 0.28%
Book value per share .................................. $11.54 $11.29
====== ======
- ------------------------
(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, 2002.
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 23, 2002 and the following items were
acted upon:
Election of Directors Harry W. Garrett and Harold K.
Neal for terms of three years. They were elected as
indicated below:
Votes Votes
For Withheld
--- --------
Harry W. Garrett 1,665,483 10,766
Harold K. Neal 1,655,974 20,275
Ratification of the appointment of BDO Seidman, LLP,
as the Corporation's auditors for the 2002 fiscal
year. BDO Seidman, LLP, was ratified as follows:
Votes Votes
For Against Abstain
--- ------- -------
1,668,893 200 200
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.
----------------------------
* Incorporated by reference to the registrant's Form
10-KSB filed with the SEC on December 9, 1994.
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 9, 2002 By: /s/Harold K. Neal
-----------------------------
Harold K. Neal
President and
Chief Executive Officer
(Principal Executive Officer)
Date: May 9, 2002 By: /s/James W. Smith
-----------------------------
James W. Smith
Vice President and Treasurer
(Principal Accounting and
Financial Officer)
14