[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the Quarterly Period Ended December 31,
2009
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the Transition Period From ________ to
_________
|
Nevada
|
87-0617371
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
257
East 200 South, Suite 490
|
||
Salt Lake City, Utah
|
84101
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company þ
|
(Do
not check if a smaller reporting company)
|
Page
|
||
Item
1. Financial Statements
|
||
Condensed
Consolidated Balance Sheets (Unaudited) as of December 31,
2009
|
||
and
September 30, 2009
|
3
|
|
Condensed
Consolidated Statements of Operations (Unaudited) for the
|
||
three
months ended December 31, 2009 and 2008
|
4
|
|
Condensed
Consolidated Statements of Cash Flows (Unaudited) for the
|
||
three
months ended December 31, 2009 and 2008
|
5
|
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
15 | |
|
|
|
Item
3. Qualitative and Quantitative Disclosures About Market
Risk
|
23
|
|
Item
4. Controls and Procedures
|
24
|
|
PART
II — OTHER INFORMATION
|
||
Item
1A. Risk Factors
|
25
|
|
Item
6. Exhibits
|
25
|
|
Signatures
|
25
|
PART
I FINANCIAL INFORMATION
|
|||||
Item
1. Financial Statements
|
|||||
CASPIAN
SERVICES, INC. AND SUBSIDIARIES
|
|||||
CONDENSED
CONSOLIDATED BALANCE SHEETS (Unaudited)
|
|||||
(Dollars
in thousands, except per share data)
|
|||||
December
31,
|
September
30,
|
||||
2009
|
2009
|
||||
ASSETS
|
|||||
Current
Assets
|
|||||
Cash
|
$
|
11,738
|
$
|
29,222
|
|
Trade
accounts receivable, net of allowance of $2,229 and $887,
respectively
|
16,867
|
26,403
|
|||
Trade
accounts receivable from related parties, net of allowance of $2,779 and
$2,731, respectively
|
1,312
|
812
|
|||
Other
receivables, net of allowance of $235 and $236,
respectively
|
1,354
|
638
|
|||
Notes
receivable from related parties, current portion
|
47
|
99
|
|||
Inventories
|
1,269
|
1,255
|
|||
Inventories
held for sale, net of allowance of $381 and $375,
respectively
|
1,624
|
1,596
|
|||
Prepaid
taxes
|
1,139
|
1,000
|
|||
Advances
paid
|
868
|
438
|
|||
Deferred
tax assets
|
2,061
|
975
|
|||
Prepaid
expenses and other current assets
|
885
|
693
|
|||
Total
Current Assets
|
39,164
|
63,131
|
|||
Vessels,
equipment and property, net
|
83,484
|
77,191
|
|||
Drydocking
costs, net
|
1,150
|
1,316
|
|||
Goodwill
|
4,459
|
4,383
|
|||
Intangible
assets, net
|
121
|
129
|
|||
Long-term
prepaid taxes
|
4,548
|
3,400
|
|||
Investments
|
506
|
443
|
|||
Long-term
other receivables, net of current portion
|
1,158
|
1,124
|
|||
Total
Assets
|
$
|
134,590
|
$
|
151,117
|
|
LIABILITIES
AND EQUITY
|
|||||
Current
Liabilities
|
|||||
Accounts
payable
|
$
|
3,360
|
$
|
6,432
|
|
Accounts
payable to related parties
|
142
|
5,676
|
|||
Accrued
expenses
|
1,227
|
1,530
|
|||
Accrued
taxes
|
1,681
|
2,735
|
|||
Deferred
revenue
|
2,192
|
45
|
|||
Long-term
debt - current portion
|
6,397
|
7,308
|
|||
Total
Current Liabilities
|
14,999
|
23,726
|
|||
Long-term
debt - net of current portion
|
42,427
|
53,110
|
|||
Long-term
derivative put option liability
|
10,000
|
10,000
|
|||
Long-term
deferred revenue
|
3,327
|
-
|
|||
Long-term
deferred income tax liability
|
1,290
|
1,299
|
|||
Total
Liabilities
|
72,043
|
88,135
|
|||
Equity
|
|||||
Common
stock, $0.001 par value per share; 150,000,000 shares
authorized;
|
|||||
51,523,542
shares and 51,527,542 shares issued and
outstanding
|
52
|
52
|
|||
Additional
paid-in capital
|
64,545
|
64,415
|
|||
Retained
earnings
|
12,112
|
14,821
|
|||
Accumulated
other comprehensive loss
|
(14,562)
|
(16,048)
|
|||
Equity
attributable to Caspian Services, Inc. Shareholders
|
62,147
|
63,240
|
|||
Equity
attributable to noncontrolling interests
|
400
|
(258)
|
|||
Total
Equity
|
62,547
|
62,982
|
|||
Total
Liabilities and Equity
|
$
|
134,590
|
$
|
151,117
|
|
See
accompanying notes to the condensed consolidated financial
statements.
|
CASPIAN
SERVICES, INC. AND SUBSIDIARIES
|
|||||
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
|
|||||
(Dollars
in thousands, except per share data)
|
|||||
For
the Three Months
Ended
December 31,
|
|||||
2009
|
2008
|
||||
Revenues
|
|||||
Vessel
revenues (which includes $657 and $231, respectively from related
parties)
|
$
|
5,151
|
$
|
9,288
|
|
Geophysical
service revenues
|
7,907
|
13,978
|
|||
Product
sales
|
360
|
315
|
|||
Total
Revenues
|
13,418
|
23,581
|
|||
Operating
Expenses
|
|||||
Vessel
operating costs
|
4,485
|
6,843
|
|||
Cost
of geophysical service revenues (which includes $0 and $3,557,
respectively to related parties)
|
4,342
|
9,113
|
|||
Cost
of product sold
|
200
|
188
|
|||
Depreciation
and amortization of dry-dock costs
|
1,739
|
2,627
|
|||
General
and administrative expense
|
4,751
|
4,253
|
|||
Total
Costs and Operating Expenses
|
15,517
|
23,024
|
|||
Income/(Loss)
from Operations
|
(2,099)
|
557
|
|||
Other
Income (Expense)
|
|||||
Interest
expense
|
(672)
|
(605)
|
|||
Foreign
currency transaction loss
|
(482)
|
(287)
|
|||
Interest
income
|
5
|
1
|
|||
Income/(loss)
from equity method investees
|
55
|
(106)
|
|||
Other
non-operating income/(loss), net
|
(18)
|
429
|
|||
Net
Other Expense
|
(1,112)
|
(568)
|
|||
Loss
Before Income Tax
|
(3,211)
|
(11)
|
|||
Benefit
from (provision for) for income tax
|
1,002
|
(584)
|
|||
Net
loss
|
(2,209)
|
(595)
|
|||
Net
loss (income) attributable to noncontrolling interests
|
(500)
|
145
|
|||
Net
loss attributable to Caspian Services, Inc.
|
$
|
(2,709)
|
$
|
(450)
|
|
Basic
Loss per Share
|
$
|
(0.05)
|
$
|
(0.01)
|
|
Diluted
Loss per Share
|
$
|
(0.05)
|
$
|
(0.01)
|
|
See
accompanying notes to the condensed consolidated financial
statements.
|
CASPIAN
SERVICES, INC. AND SUBSIDIARIES
|
||||||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
||||||
(Dollars
in thousands)
|
||||||
For
the Three Months
Ended December 31, |
||||||
2009
|
2008
|
|||||
Cash
flows from operating activities:
|
||||||
Net
loss
|
$
|
(2,209)
|
$
|
(595)
|
||
Adjustments
to reconcile net loss to net cash provided by/(used in) operating
activities:
|
||||||
Depreciation
and amortization of drydocking costs
|
1,739
|
2,627
|
||||
Loss
on sale of property and equipment
|
230
|
81
|
||||
Net
loss/(income) in equity method investees
|
(55)
|
106
|
||||
Foreign
currency transaction loss
|
482
|
287
|
||||
Stock
based compensation
|
130
|
144
|
||||
Changes
in current assets and liabilities:
|
||||||
Trade
accounts receivable
|
9,901
|
5,462
|
||||
Trade
accounts receivable from related parties
|
345
|
2,006
|
||||
Other
receivables
|
(759)
|
(589)
|
||||
Inventories
|
8
|
223
|
||||
Prepaid
expenses and other current assets
|
(2,867)
|
(1,544)
|
||||
Accounts
payable and accrued expenses
|
(3,631)
|
(5,900)
|
||||
Accounts
payable to related parties
|
(6,601)
|
(935)
|
||||
Accrued
taxes
|
(1,124)
|
247
|
||||
Deferred
revenue
|
5,422
|
(219)
|
||||
Net
cash provided by operating activities
|
$
|
1,011
|
$
|
1,401
|
||
Cash
flows from investing activities:
|
||||||
Investment
in joint venture
|
-
|
(1,400)
|
||||
Collections
on notes receivable
|
100
|
-
|
||||
Proceeds
from sale of property and equipment
|
-
|
2
|
||||
Payments
to purchase vessels, equipment and property
|
(4,595)
|
(3,659)
|
||||
Net
cash used in investing activities
|
$
|
(4,495)
|
$
|
(5,057)
|
||
Cash
flows from financing activities:
|
||||||
Proceeds
from issuance of put option liability
|
-
|
10,000
|
||||
Proceeds
from issuance of long-term debt
|
-
|
7,500
|
||||
Principal
payments on notes payable - related parties
|
-
|
(600)
|
||||
Principal
payments on long-term debt
|
(12,229)
|
(5,000)
|
||||
Net
cash provided by/(used in) financing activities
|
$
|
(12,229)
|
$
|
11,900
|
||
Effect
of exchange rate changes on cash
|
(1,771)
|
(79)
|
||||
Net
change in cash
|
(17,484)
|
8,165
|
||||
Cash
at beginning of year
|
29,222
|
4,461
|
||||
Cash
at end of year
|
$
|
11,738
|
$
|
12,626
|
||
Supplemental
disclosure of cash flow information:
|
||||||
Cash
paid for interest
|
$
|
28
|
$
|
300
|
||
Cash
paid for income tax
|
$
|
1,142
|
$
|
154
|
||
Supplemental
disclosure of non-cash investing and
financing information:
|
||||||
Capitalized
interest
|
$
|
815
|
$
|
460
|
||
Capitalized
foreign currency translation loss
|
$
|
1,386
|
$
|
-
|
||
See
accompanying notes to the condensed consolidated financial
statements.
|
|
|
Geophysical Services —
Geophysical services consist of providing seismic data acquisition
services to oil and gas companies operating both onshore in Kazakhstan and
offshore in the Kazakhstan sector of the North Caspian Sea and the
adjacent transition zone.
|
For
the Three Months Ended
|
|||
December
31,
|
|||
2009
|
2008
|
||
Basic
weighted-average shares outstanding
|
51,523,542
|
51,135,042
|
|
Effect
of dilutive securities and convertible debt:
|
|||
Options
|
n/a
|
n/a
|
|
Non-vested
restricted stock grant
|
n/a
|
n/a
|
|
Convertible
debt
|
n/a
|
n/a
|
|
Diluted
weighted-average shares outstanding
|
51,523,542
|
51,135,042
|
·
|
Separately
disclose the amounts of significant transfers in and out of Level 1 and
Level 2 fair value measurements and describe reasons for the
transfers.
|
·
|
Present
separately information about purchases, sales, issuances and settlements,
on a gross basis, rather than on one net number, in the reconciliation for
fair value measurements using significant unobservable inputs (Level
3).
|
·
|
Provide
fair value measurement disclosures for each class of assets and
liabilities.
|
·
|
Provide
disclosures about the valuation techniques and inputs used to measure fair
value for both recurring and nonrecurring fair value measurements for fair
value measurements that fall in either Level 2 or level
3.
|
December
31,
|
September
30,
|
||||
2009
|
2009
|
||||
Bank
loan and accrued interest at 6% plus interest calculation
|
|||||
base
(8.80% at December 31, 2009); due July 2010; secured
by
|
$
|
1,286
|
$
|
1,714
|
|
corporate
guarantee issued by TatArka and seismic equipment
|
|||||
Unsecured
convertible loans and accrued interest from
|
18,113
|
17,550
|
|||
institutions
other than banks at 13% due June 2011
|
|||||
Unsecured
convertible loans and accrued interest from
|
17,514
|
16,960
|
|||
institutions
other than banks at 13% due December 2011
|
|||||
Bank
loan bearing interest at 5.5% plus LIBOR rate
|
11,911
|
24,194
|
|||
due
May 2015; secured by property and bank accounts
|
|||||
Total
Long-term Debt
|
48,824
|
60,418
|
|||
Less:
Current Portion
|
6,397
|
7,308
|
|||
Long-term
Debt - Net of Current Portion
|
$
|
42,427
|
$
|
53,110
|
Weighted
Average Grant
|
||
Non-Vested
Shares
|
Date
Fair Value Per
Share
|
|
Non-vested
at September 30, 2009
|
248,006
|
$1.63
|
Stock
granted
|
-
|
-
|
Stock
vested
|
-
|
-
|
Stock
forfeited
|
-
|
-
|
Non-vested
at December 31, 2009
|
248,006
|
$1.63
|
2009
|
2008
|
||||||||||
Equity
|
Equity
|
||||||||||
Equity
|
Attributable
to
|
Equity
|
Attributable
to
|
||||||||
Attributable
|
Noncontrolling
|
Total
|
Attributable
|
Noncontrolling
|
Total
|
||||||
To
CSI
|
Interests
|
Equity
|
To
CSI
|
Interests
|
Equity
|
||||||
Beginning
balance, September 30,
|
$
63,240
|
$
(258)
|
$ 62,982
|
$ 78,284
|
$ 2,576
|
$ 80,860
|
|||||
Comprehensive
income (loss):
|
|||||||||||
Net
income (loss)
|
(2,709)
|
500
|
(2,209)
|
(305)
|
(145)
|
(450)
|
|||||
Currency
translation adjustment
|
1,486
|
158
|
1,644
|
1,482
|
158
|
1,640
|
|||||
Total
comprehensive income (loss)
|
(1,223)
|
658
|
(565)
|
1,177
|
13
|
1,190
|
|||||
Amortization
of unearned compensation
|
130
|
-
|
130
|
144
|
-
|
144
|
|||||
Ending
balance, December 31,
|
$ 62,147
|
$ 400
|
$ 62,547
|
$ 79,605
|
$ 2,589
|
$ 82,194
|
|||||
Related
Party's Name
|
Description
|
December
31, 2009
|
September
30, 2009
|
|||
Bolz
LLP
|
Seismic
services
|
$
|
3,286
|
$
|
3,230
|
|
Veritas
Caspian
|
Vessel
rental and cost reimbursement
|
482
|
-
|
|||
Erkin
Oil
|
Geological
services
|
236
|
232
|
|||
Others
|
Services
provided
|
87
|
81
|
|||
Allowance
for doubtful accounts
|
(2,779)
|
(2,731)
|
||||
TOTAL
|
$
|
1,312
|
$
|
812
|
Accounts
payable due to related parties consist of the following:
|
||||||
Related
Party's Name
|
Description
|
December
31, 2009
|
September
30, 2009
|
|||
Veritas
Caspian
|
Seismic
services
|
$
|
-
|
$
|
5,313
|
|
Officers
|
Payroll,
travel and compensation
|
62
|
293
|
|||
Others
|
Services
received
|
80
|
70
|
|||
TOTAL
|
$
|
142
|
$
|
5,676
|
For
the Three Months
|
||||||
Ended
December 31,
|
||||||
2009 | 2008 | |||||
Capital
Expenditures
|
||||||
Vessel
Operations
|
$
|
854
|
$
|
366
|
||
Geophysical
Services
|
260
|
640
|
||||
Infrastructure
Development
|
5,683
|
2,653
|
||||
Total
segments
|
6,796
|
3,659
|
||||
Corporate
assets
|
-
|
-
|
||||
Less
intersegment investments
|
-
|
-
|
||||
Total
consolidated
|
$
|
6,796
|
$
|
3,659
|
||
For the Three Months | ||||
Ended December 31, | ||||
2009 | 2008 | |||
Revenues
|
||||
Vessel
Operations
|
$ |
5,151
|
$ |
9,411
|
Geophysical
Services
|
7,907
|
13,978
|
||
Infrastructure
Development
|
361
|
404
|
||
Total
segments
|
13,419
|
23,793
|
||
Corporate
revenue
|
-
|
-
|
||
Less
intersegment revenues
|
(1)
|
(212)
|
||
Total
consolidated
|
$ |
13,418
|
$ |
23,581
|
Depreciation
and Amortization
|
||||
Vessel
Operations
|
$ |
(957)
|
$ |
(1,050)
|
Geophysical
Services
|
(766)
|
(1,468)
|
||
Infrastructure
Development
|
(14)
|
(108)
|
||
Total
segments
|
(1,737)
|
(2,626)
|
||
Corporate
depreciation and amortization
|
(2)
|
(1)
|
||
Total
consolidated
|
$ |
(1,739)
|
$ |
(2,627)
|
Interest
expense
|
||||
Vessel
Operations
|
$ |
-
|
$ |
6
|
Geophysical
Services
|
(31)
|
(101)
|
||
Infrastructure
Development
|
-
|
-
|
||
Total
segments
|
(31)
|
(95)
|
||
Corporate
interest expense
|
(641)
|
(510)
|
||
Total
consolidated
|
$ |
(672)
|
$ |
(605)
|
Income/(Loss)
from Equity Method Investees
|
||||
Vessel
Operations
|
$ |
-
|
$ |
-
|
Geophysical
Services
|
-
|
-
|
||
Infrastructure
Development
|
55
|
(106)
|
||
Total
segments
|
55
|
(106)
|
||
Corporate
income (loss)
|
-
|
-
|
||
Total
consolidated
|
$ |
55
|
$ |
(106)
|
Income/(Loss)
Before Income Tax
|
||||
Vessel
Operations
|
$ |
(2,219)
|
$ |
(166)
|
Geophysical
Services
|
(198)
|
1,296
|
||
Infrastructure
Development
|
9
|
(328)
|
||
Total
segments
|
(2,408)
|
802
|
||
Corporate
loss
|
(803)
|
(813)
|
||
Total
consolidated
|
$ |
(3,211)
|
$ |
(11)
|
For the Three Months | ||||
Ended December 31, | ||||
2009 | 2008 | |||
Benefit
from (Provision for) Income Tax
|
||||
Vessel
Operations
|
$ |
806
|
$ |
(33)
|
Geophysical
Services
|
196
|
(551)
|
||
Infrastructure
Development
|
-
|
-
|
||
Total
segments
|
1,002
|
(584)
|
||
Corporate
provision for income tax
|
-
|
-
|
||
Total
consolidated
|
$ |
1,002
|
$ |
(584)
|
Income/(Loss)
attributable to Noncontrolling Interests
|
||||
Vessel
Operations
|
$ |
-
|
$ |
-
|
Geophysical
Services
|
(519)
|
94
|
||
Infrastructure
Development
|
19
|
51
|
||
Total
segments
|
(500)
|
145
|
||
Corporate
noncontrolling interest
|
-
|
-
|
||
Total
consolidated
|
$ |
(500)
|
$ |
145
|
Net
Loss attributable to Caspian Services Inc.
|
||||
Vessel
Operations
|
$ |
(1,413)
|
$ |
(199)
|
Geophysical
Services
|
(521)
|
839
|
||
Infrastructure
Development
|
28
|
(277)
|
||
Total
segments
|
(1,906)
|
363
|
||
Corporate
loss
|
(803)
|
(813)
|
||
Total
consolidated
|
$ |
(2,709)
|
$ |
(450)
|
December 31, | September 30, | |||
Segment
Assets
|
2009 | 2009 | ||
Vessel
Operations
|
$ |
33,896
|
$ |
45,643
|
Geophysical
Services
|
36,595
|
33,544
|
||
Infrastructure
Development
|
63,805
|
71,777
|
||
Total
segments
|
134,296
|
150,964
|
||
Corporate
assets
|
88,590
|
87,719
|
||
Less
intersegment investments
|
(88,296)
|
(87,566)
|
||
Total
consolidated
|
$ |
134,590
|
$ |
151,117
|
Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
For
the Three Months
|
||||||
Ended
December 31,
|
||||||
2009 |
2008
|
% change
|
||||
VESSEL
OPERATIONS
|
||||||
Operating
Revenue
|
$
|
5,151
|
$
|
9,411
|
-45%
|
|
Pretax
Operating Loss
|
(2,219)
|
(166)
|
-1,237%
|
|||
GEOPHYSICAL
SERVICES
|
||||||
Operating
Revenue
|
$
|
7,907
|
$
|
13,978
|
-43%
|
|
Pretax
Operating Income/(Loss)
|
(198)
|
1,296
|
-115%
|
|||
INFRASTRUCTURE
|
||||||
Operating
Revenue
|
$
|
361
|
$
|
404
|
-11%
|
|
Pretax
Operating Income/(Loss)
|
9
|
(328)
|
103%
|
|||
CORPORATE
ADMINISTRATION
|
||||||
Operating
Revenue
|
$
|
-
|
$
|
-
|
n/a
|
|
Pretax
Operating Loss
|
(803)
|
(813)
|
-1%
|
Period
ended December 31,
|
||||
2009 | 2008 | |||
Net
cash provided by operating activities
|
$
|
1,011
|
$
|
1,401
|
Net
cash used in investing activities
|
(4,495)
|
(5,057)
|
||
Net
cash provided by / (used in) financing activities
|
(12,229)
|
11,900
|
||
Effect
of exchange rate changes on cash
|
(1,771)
|
(79)
|
||
Net
Change in Cash
|
$
|
(17,484)
|
$
|
8,165
|
Summary
of Material Contractual Commitments
|
||||||||||
Payment
Period
|
||||||||||
Contractual
Commitments
|
Total
|
Less
than
1
Year
|
2-3
Years
|
4-5
Years
|
After
5
years
|
|||||
Other
debt
|
$
|
1,286
|
$
|
1,286
|
$
|
-
|
$
|
-
|
$
|
-
|
Loans
from Altima Central Asia
|
18,113
|
-
|
18,113
|
-
|
-
|
|||||
Loans
from Great Circle
|
17,514
|
-
|
17,514
|
-
|
-
|
|||||
Loans
from EBRD
|
11,911
|
5,111
|
4,250
|
1,700
|
850
|
|||||
Long-term
derivative put option
|
10,000
|
-
|
-
|
-
|
10,000
|
|||||
Operating
leases - vessels
|
8,738
|
7,192
|
1,546
|
-
|
-
|
|||||
Operating
leases - other than vessels
|
1,542
|
1,542
|
-
|
-
|
-
|
|||||
Purchase
commitments
|
4,332
|
4,332
|
-
|
-
|
-
|
|||||
Total
|
$
|
73,436
|
$
|
19,463
|
$
|
41,423
|
$
|
1,700
|
$
|
10,850
|
Exhibit
31.1
|
Certification
of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
||
Exhibit
31.2
|
Certification
of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
||
Exhibit
32.1
|
Certification
of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
||
Exhibit
32.2
|
Certification
of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
|
CASPIAN
SERVICES, INC.
|
Date:
|
February
15, 2010
|
By:
|
/s/
Kerry Doyle
|
|||
Kerry
Doyle
|
||||||
Chief
Executive Officer
|
Date:
|
February
15, 2010
|
By:
|
/s/
John Baile
|
|||
John
Baile
|
||||||
Chief
Financial Officer
|