Page 1 of 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10105
MATLACK SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0310173
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Rollins Plaza, Wilmington, Delaware 19803
(Address of principal executive offices) (Zip Code)
(302) 426-2700
(Registrant's telephone number, including area code)
(Former name of registrant)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 _____
The number of shares of the registrant's common stock outstanding
as of June 30, 2000 was 8,814,434.
FORM 10-Q Page 2 of 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MATLACK SYSTEMS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
In thousands, Except Per Share Amounts
Quarter Ended Nine Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues $48,519 $50,148 $149,866 $155,767
Operating expenses 42,783 45,937 134,547 139,522
Depreciation and amortization 3,157 3,054 8,824 9,383
Selling and administrative
expenses 4,928 5,973 15,340 16,747
Other expense (income) 68 (805) 2,030 (872)
50,936 54,159 160,741 164,780
Operating loss (2,417) (4,011) (10,875) (9,013)
Interest expense 1,469 928 4,234 2,810
Loss before income taxes
(benefit) (3,886) (4,939) (15,109) (11,823)
Income taxes (benefit) 1,112 (1,856) (3,156) (4,417)
Net loss $(4,998) $(3,083) $(11,953) $ (7,406)
Loss per share
- Basic $ (.57) $ (.35) $ (1.36) $ (.84)
- Diluted $ (.57) $ (.35) $ (1.36) $ (.84)
Average common shares
outstanding
- Basic 8,814 8,814 8,814 8,814
- Diluted 8,814 8,814 8,814 8,814
Dividends paid per share None None None None
The Notes to the Consolidated Financial Statements are an integral part
of these statements.
FORM 10-Q Page 3 of 14
MATLACK SYSTEMS, INC.
CONSOLIDATED BALANCE SHEET
In Thousands, Except Share and Per Share Amounts
June 30, September 30,
ASSETS 2000 1999
Current assets
Cash $ 3,295 $ 2,837
Accounts receivable, net of allowance for
doubtful accounts: June-$1,631
September-$1,284 33,364 34,330
Inventories 5,441 6,007
Other current assets 2,021 1,592
Refundable income taxes 682 2,631
Total current assets 44,803 47,397
Property and equipment, at cost, net of
accumulated depreciation of:
June-$129,733; September-$131,296 70,071 80,671
Property held for sale 4,699 5,403
Deferred income taxes 2,211 3,752
Other assets 1,979 1,958
Total assets $123,763 $139,181
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 6,449 $ 11,035
Accrued liabilities 15,594 19,583
Current maturities of long-term debt 57,003 5,309
Total current liabilities 79,046 35,927
Long-term debt 4,413 51,189
Insurance reserves 5,265 5,265
Other liabilities 7,391 2,429
Deferred income taxes - 4,770
Commitments and contingent liabilities
See Part II Legal Proceedings
Shareholders' equity:
Preferred stock, $1 par value,
1,000,000 shares authorized; issued and
outstanding - None
Common stock, $1 par value,
24,000,000 shares authorized;
issued and outstanding:
June-8,814,434 and September-8,814,434 8,814 8,814
Capital in excess of par value 10,620 10,620
Retained earnings 8,214 20,167
Total shareholders' equity 27,648 39,601
Total liabilities and
shareholders' equity $123,763 $139,181
The Notes to the Consolidated Financial Statements are an integral part
of these statements.
FORM 10-Q Page 4 of 14
MATLACK SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
In Thousands
Nine Months Ended
June 30,
2000 1999
Cash flows from operating activities:
Net loss $(11,953) $(7,406)
Adjustments to reconcile net loss to net cash
used in operating activities:
Impairment loss 2,203 -
Depreciation and amortization 8,824 9,383
Net gain on sale of property and equipment (179) (1,028)
Changes in assets and liabilities:
Accounts receivable 966 1,132
Inventories and other assets (273) 1,559
Accounts payable and accrued liabilities (8,574) (554)
Current and deferred income taxes (1,280) (5,604)
Other, net 4,960 470
Net cash used in operating activities (5,306) (2,048)
Cash flows from investing activities:
Purchase of property and equipment (6,209) (5,152)
Proceeds from sale of property and equipment 7,055 1,776
Net cash provided by (used in) investing
activities 846 (3,376)
Cash flows from financing activities:
Proceeds of long-term debt 26,500 47,400
Repayment of long-term debt (21,582) (45,213)
Exercise of stock options - 28
Net cash provided by financing activities 4,918 2,215
Net increase (decrease) in cash 458 (3,209)
Cash beginning of period 2,837 5,477
Cash end of period $ 3,295 $ 2,268
Supplemental and noncash information:
Interest paid $ 3,946 $ 2,779
Income taxes (recovered) paid $ (1,876) $ 1,188
The Notes to the Consolidated Financial Statements are an integral part
of these statements.
FORM 10-Q Page 5 of 14
MATLACK SYSTEMS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A. Basis of Presentation
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Certain prior year amounts
have been reclassified to conform with the current period's
presentation. Operating results for the quarter and nine months
ended June 30, 2000 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2000. These
statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended September 30, 1999.
B. Earnings Per Share
Pursuant to the provisions of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," the number of weighted
average shares used in computing basic and diluted earnings per
share (EPS) are as follows (in thousands):
Quarter Ended Nine Months Ended
June 30, June 30,
2000 1999 2000 1999
Basic EPS 8,814 8,814 8,814 8,814
Effect of assumed
option exercises (1) - - - -
Diluted EPS 8,814 8,814 8,814 8,814
(1) The effect of options was not considered as it would have been
anti-dilutive.
No adjustments to net earnings available to common shareholders were
required during the periods presented.
C. Segment Information
The Company's operations are classified into two reportable business
segments based on differences in their operations. The Company's
principal business is the transportation of bulk commodities in tank
trailers and tank containers for chemical and dry bulk shippers. In
connection with this transportation service, the Company may
provide, when required, intermodal transportation services and tank
cleaning. The Company is also in the business of leasing tank
trailers, tank containers and other associated specialized equipment
primarily to customers in the chemical and food industries and their
suppliers.
Following is a tabulation of business segment information for the
third quarter ended June 30, 1999 and 2000 and the nine months ended
June 30, 1999 and 2000, respectively.
FORM 10-Q Page 6 of 14
Bulk Corporate
(In thousands) Transportation Leasing and Other Consolidated
Quarter ended June 30, 1999
Revenues
External customers $ 48,401 $ 1,735 $ 12 $ 50,148
Intersegment 60 64 (124) -
Total revenues 48,461 1,799 (112) 50,148
Segment profit (loss)
before income taxes (5,384) 577 (132) (4,939)
Total assets 126,699 14,473 (6,109) 135,063
Capital expenditures 584 445 - 1,029
Depreciation and
amortization 2,680 369 5 3,054
Interest expense 848 80 - 928
Quarter ended June 30, 2000
Revenues
External customers $ 46,728 $ 1,778 $ 13 $ 48,519
Intersegment 24 74 (98) -
Total revenues 46,752 1,852 (85) 48,519
Segment profit (loss)
before income taxes (4,100) 296 (82) (3,886)
Total assets 114,953 16,123 (7,313) 123,763
Capital expenditures 2,193 94 - 2,287
Depreciation and
amortization 2,684 472 1 3,157
Interest expense 1,341 128 - 1,469
Bulk Corporate
(In thousands) Transportation Leasing and Other Consolidated
Nine months ended June 30, 1999
Revenues
External customers $148,859 $ 6,858 $ 50 $155,767
Intersegment 301 164 (465) -
Total revenues 149,160 7,022 (415) 155,767
Segment profit (loss)
before income taxes (13,386) 2,102 (539) (11,823)
Total assets 126,699 14,473 (6,109) 135,063
Capital expenditures 3,152 1,967 33 5,152
Depreciation and
amortization 8,306 1,059 18 9,383
Interest expense 2,609 201 - 2,810
Nine months ended June 30, 2000
Revenues
External customers $144,125 $ 5,677 $ 64 $149,866
Intersegment 84 250 (334) -
Total revenues 144,209 5,927 (270) 149,866
Segment profit (loss)
before income taxes (16,429) 1,513 (193) (15,109)
Total assets 114,953 16,123 (7,313) 123,763
Capital expenditures 5,640 569 - 6,209
Depreciation and
amortization 7,385 1,433 6 8,824
Interest expense 3,915 319 - 4,234
FORM 10-Q Page 7 of 14
D. Income Tax Valuation Allowance
The Company recognizes a liability or asset for the deferred tax
consequences of temporary differences between the tax basis of
assets or liabilities and their reported amounts in the financial
statements. These temporary differences will result in taxable or
deductible amounts in future years when the reported amounts of the
assets or liabilities are recovered or settled. During the quarter
ended June 30, 2000, the Company established a valuation allowance
of $2,282,000 to reduce its deferred tax assets to estimated
realizable value. The amount of deferred tax assets considered
realizable could be adjusted in the future upon further review by
the Company as to their recoverability.
E. Long-Term Debt
The Company's source of borrowings was its $75,000,000 bank credit
facility, which had $55,700,000 outstanding at June 30, 2000. Under
this facility, borrowings are restricted to the net book value of
available equipment and eligible accounts receivable less
outstanding letters of credit. The Company exceeded the borrowing
base at June 30, 2000, and was not in compliance with certain other
covenants under this facility at June 30, 2000. Accordingly, the
Company has included the entire balance outstanding in current
maturities of long-term debt on the accompanying consolidated
balance sheet. The Company currently is negotiating with its bank
group to obtain waivers and amendments to its credit agreement.
Although there can be no assurance that the requested waivers and
amendments will be received, the Company expects to be able to
secure such waivers and amendments in an acceptable form.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations: Nine Months Ended June 30, 2000 vs. Nine Months
Ended June 30, 1999
The following table summarizes the changes in revenues for the nine
months ended June 30, 2000 when compared with the corresponding period
of the prior year:
Bulk Corporate
(In thousands) Transportation Leasing and Other Consolidated
Revenues-nine months
ended June 30, 1999 $148,859 $ 6,858 $ 50 $155,767
Leasing opportunity
revenues (1,200) (1,200)
Revenues associated
with international
operations (6,912) (6,912)
Revenues associated
with closed waste
van operation (1,363) (1,363)
Normalized prior year
revenues 140,584 5,658 50 146,292
Increase in revenues
from normal operations 3,541 19 14 3,574
Revenues-nine months
ended June 30, 2000 $144,125 $ 5,677 $ 64 $149,866
FORM 10-Q Page 8 of 14
Revenues for the nine months ended June 30, 2000 decreased by
$5,901,000 (3.8%) to $149,866,000 from $155,767,000 during the same
period last year. The winding down of the Company's international
operations accounted for $6,912,000 of the nine-month decrease in
revenues when compared with the prior year. In addition, the decline
in leasing revenues from external customers of $1,181,000 resulted from
the fact that revenues in the first quarter of fiscal 1999 included
approximately $1,200,000 of opportunity revenues, which resulted from
bad weather in Puerto Rico. After considering the effects of revenues
earned and reported in the prior year for which there has been no
comparable revenue earned during the current year, overall revenues
from the remaining base level of the bulk transportation business have
increased by $3,541,000.
Operating expenses decreased by $4,975,000 (3.6%) to $134,547,000 in
2000 from $139,522,000 in 1999.
The following table identifies by general expense category net
increases and decreases for the nine months:
(In thousands) Increase/(Decrease)
Driver compensation $ (950)(1)
Leased operator costs 3,967 (2)
Fuel costs 3,132 (3)
Facility costs (888)(4)
Purchased transportation-international operations (4,104)(5)
Purchased transportation-other (4,534)(6)
All other items (1,598)
Net decrease $(4,975)
Explanation of certain variances:
(1) Resulted from terminal closings and fewer loads carried.
(2) Increase due to inclusion of additional fuel payments to leased
operators and certain leased operator termination costs.
(3) Increase due to significant increase in fuel costs incurred.
(4) Includes provision of $861,000 for terminal closings.
(5) Resulted from shutting down international operations.
(6) Resulted from shifts in the mix of business.
As a percentage of revenues, operating expenses were 89.8% in 2000 and
89.6% in 1999.
Depreciation and amortization expense decreased by $559,000 (6.0%)
reflecting both the disposition of property and equipment during fiscal
1999 and the first nine months of fiscal 2000 and the fact that a
larger portion of the Company's assets have become fully depreciated.
Selling and administrative expenses decreased by $1,407,000 (8.4%) to
$15,340,000 compared with $16,747,000 during the same period last year.
The reduction reflects the effect of management's cost containment
measures implemented to more properly align the Company's
infrastructure with the current level and mix of business. As a
percentage of revenue, selling and administrative expenses were 10.2%
in 2000 and 10.8% in 1999.
FORM 10-Q Page 9 of 14
Other expense (income) for the nine months ended June 30, 2000 includes
a non-cash impairment charge of $2,203,000 related to the write-down of
several Company-owned locations to adjust their carrying values to fair
value.
Interest expense increased by $1,424,000 (50.7%) reflecting higher
borrowing rates and an increased level of indebtedness when compared
with the same period of last year.
The effective rate of income tax benefit was 20.9% in fiscal 2000
compared with 37.4% in the prior year. The significant reduction in
the rate of benefit during the current year reflects the effects of
providing a valuation allowance related to the Company's deferred tax
assets of $2,282,000.
The net loss of $11,953,000 or $1.36 per diluted share reflects the
additional costs incurred to eliminate unprofitable terminals and
product lines, as well as higher interest costs due to increased rates
and higher outstanding balances, the provision of an income tax
valuation allowance and the asset impairments.
Results of Operations: Quarter Ended June 30, 2000 vs. Quarter Ended
June 30, 1999
Revenues for the quarter ended June 30, 2000 decreased by $1,629,000
(3.2%) to $48,519,000 compared with $50,148,000 during the same quarter
last year. The following table summarizes the change in revenues for
the three months ended June 30, 2000 when compared with the
corresponding period of the prior year:
Bulk Corporate
(In thousands) Transportation Leasing and Other Consolidated
Revenues-three months
ended June 30, 1999 $ 48,401 $ 1,735 $ 12 $ 50,148
Revenues associated
with international
operations (2,042) (2,042)
Revenues associated
with closed waste
van operation (368) (368)
Normalized prior year
revenues 45,991 1,735 12 47,738
Increase (decrease)
in revenues from
normal operations 737 43 1 781
Revenues-three months
ended June 30, 2000 $ 46,728 $ 1,778 $ 13 $ 48,519
Operating expenses decreased by $3,154,000 (6.9%) to $42,783,000 in
2000 from $45,937,000 in 1999.
FORM 10-Q Page 10 of 14
The following table identifies by general expense category net
increases and decreases for the quarter:
(In thousands) Increase/(Decrease)
Driver compensation $(1,151)(1)
Leased operator costs 1,614 (2)
Fuel costs 552 (3)
Facility costs (616)(4)
Purchased transportation-international operations (992)(5)
Purchased transportation-other (1,552)(6)
All other items (1,009)
Net decrease $(3,154)
Explanation of certain variances:
(1) Resulted from terminal closings and fewer loads carried.
(2) Increase due to inclusion of additional fuel cost payments to
leased operators.
(3) Increase due to significant increase in fuel costs incurred.
(4) Includes provision of $136,000 for terminal closings.
(5) Resulted from shutting down international operations.
(6) Resulted from shifts in the mix of business.
As a percentage of revenues, operating expenses were 88.2% in 2000 and
91.6% in 1999.
Depreciation and amortization expense increased on a net basis by
$103,000 (3.4%) reflecting both the disposition of property and
equipment during fiscal 1999 and fiscal 2000 and the fact that a larger
portion of the Company's assets have become fully depreciated. During
the second quarter of the current year, the Company made the decision
to purchase new transportation management software. As a result, the
useful life of the existing transportation software was reduced. This
change in the useful life resulted in an increase in amortization of
$638,000, which is reflected in the net increase in depreciation and
amortization described above.
Selling and administrative expense decreased by $1,045,000 (17.5%) to
$4,928,000 compared with $5,973,000 during the same period last year.
The reduction reflects the effect of management's cost containment
measures implemented to more properly align the Company's
infrastructure with the current level and mix of business. As a
percentage of revenue, selling and administrative expenses were 10.2%
in 2000 and 11.9% in 1999.
Interest expense increased by $541,000 (58.3%) reflecting higher
borrowing rates and an increased level of indebtedness when compared
with the third quarter of fiscal 1999.
The income tax expense for the third fiscal quarter of 2000 includes
provision of a deferred tax asset valuation reserve of $2,282,000. For
the third quarter of fiscal 1999, the effective rate of income tax
benefit was 37.6%.
FORM 10-Q Page 11 of 14
The net loss of $4,998,000 or $.57 per diluted share reflects the lower
level of business, as well as higher interest costs due to increased
rates and higher outstanding balances and the provision of an income
tax valuation allowance.
Liquidity and Capital Resources
During the nine months ended June 30, 2000, the Company's operating
activities required a cash outflow of $5,306,000. However, the cash
flow from operating activities was positive during the third quarter,
as shown in the following table:
First Second Third Nine
Quarter Quarter Quarter Months
Ended Ended Ended Ended
12/31/99 3/31/00 6/30/00 6/30/00
Cash (used in)
provided by
operating
activities $(11,234,000) $4,373,000 $1,555,000 $(5,306,000)
During the third quarter, the net reduction of the accounts receivable
balance provided cash of $5,828,000.
The Company incurred a net loss of $11,953,000 during the first nine
months of fiscal year 2000, which, from a cash flow point of view, was
offset in large part by non-cash depreciation and amortization of
$8,824,000 and the asset impairment of $2,203,000. Operating cash
requirements for the first nine months of fiscal 2000 were $5,306,000.
Net proceeds from the sale of equipment of $846,000 and net borrowings
of $4,918,000 were the sources of funding these cash requirements.
Capital expenditures for the nine months ended June 30, 2000 were
$6,209,000 compared with $5,152,000 in the prior year. Proceeds from
the sale of equipment and facilities were $7,055,000, primarily the
result of selling four terminals. The net impact of purchasing and
disposing of equipment and facilities during the nine months ended June
30, 2000 was a source of cash of $846,000.
The source of the borrowings was the Company's $75,000,000 bank credit
facility, which had $55,700,000 outstanding at June 30, 2000. Under
this facility, borrowings are restricted to the net book value of
available equipment and eligible accounts receivable less outstanding
letters of credit. The Company exceeded the borrowing base at June 30,
2000, and was not in compliance with certain other covenants under this
facility at June 30, 2000. The Company currently is negotiating with
its bank group to obtain waivers and amendments to its credit
agreement. Although there can be no assurance that the requested
waivers and amendments will be received, the Company expects to be able
to secure such waivers and amendments in an acceptable form.
The Company anticipates that its currently available funds, cash
generated from operations and cash realized from the sale of property
and equipment will be sufficient to meet cash and working capital
FORM 10-Q Page 12 of 14
requirements, including anticipated capital expenditures, through the
end of fiscal 2000.
The Company expects to make modest capital expenditures for
refurbishment of trailers and facilities during the remainder of fiscal
2000. In connection with the Company's purchase of transportation
management software, the Company expects to spend $776,000 during
fiscal 2000. Based on current operating projections, including the
above capital expenditure estimates and excluding any non-operating
proceeds, it is expected that overall indebtedness will decrease during
the remainder of fiscal 2000.
Otherwise, there have been no material changes in the Company's
financial condition and its liquidity and capital resources since
September 30, 1999. For further details, see the Company's 1999 Annual
Report to Shareholders on Form 10-K for the year ended September 30,
1999.
Forward-Looking Statements
The Company may make forward-looking statements relating to anticipated
financial performance, business prospects, acquisitions or
divestitures, new products, market forces, commitments and other
matters. The Private Securities Litigation Reform Act of 1995 provides
a safe harbor for forward-looking statements. In order to comply with
the terms of the safe harbor, the Company notes that a variety of
factors could cause the Company's actual results and experience to
differ materially from the anticipated results or other expectations
expressed in the Company's forward-looking statements. Forward-looking
statements typically contain words such as "anticipates", "believes",
"estimates", "expects", "forecasts", "predicts", or "projects", or
variations of these words, suggesting that future outcomes are
uncertain.
Various risks and uncertainties may affect the operations, performance,
development and results of the Company's business and could cause
future outcomes to differ materially from those set forth in forward-
looking statements, including the following factors: general economic
conditions, competitive factors and pricing pressures, shift in market
demand, the performance and needs of industries served by the Company,
equipment utilization, management's success in developing and
introducing new services and lines of business, potential increases in
labor costs, potential increases in equipment, maintenance and fuel
costs, uncertainties of litigation, the Company's ability to finance
its future business requirements through outside sources or internally
generated funds, the availability of adequate levels of insurance,
success or timing of completion of ongoing or anticipated capital or
maintenance projects, management retention and development, changes in
Federal, State and local laws and regulations, including environmental
regulations, as well as the risks, uncertainties and other factors
described from time to time in the Company's SEC filings and reports.
FORM 10-Q Page 13 of 14
Year 2000 ("Y2K") Readiness Disclosure
As of the filing date of this Form 10-Q, the Company's business
operations have not been materially impacted by Y2K matters. The
Company will continue to monitor its operations for possible Y2K
information technology programming issues.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are various ordinary routine claims and legal actions pending
against the Company. In the opinion of management, based on the advice
of in-house counsel, the likelihood that the ultimate resolution of
these claims and actions will be material is remote.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
1. On May 2, 2000, a report on Form 8-K was filed announcing
the election of William L. Medford, Jr. to the Company's
Board of Directors.
2. On June 8, 2000, a report on Form 8-K was filed announcing
that on June 1, 2000 KPMG LLP resigned as the Company's
independent auditor.
3. On June 30, 2000, a report on Form 8-K was filed announcing
that the firm of Ernst & Young LLP was engaged as the
principal accountant to audit the Company's consolidated
financial statements.
FORM 10-Q Page 14 of 14
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.
DATE: August 14, 2000 MATLACK SYSTEMS, INC.
(Registrant)
/s/ Michael B. Kinnard
Michael B. Kinnard
President and Chief Executive Officer
/s/ Patrick J. Bagley
Patrick J. Bagley
Vice President-Finance and Treasurer
Chief Financial Officer
Chief Accounting Officer