Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] Quarterly Report Pursuant To Section 13 or 15(d) of The Securities
Exchange Act of 1934 For The Quarter Ended June 30, 1998
[ ] Transition Report Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Commission file number 1-19773
OTR EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0993128
(State or other jurisdiction of (IRS Employer
incorporation of organization) Identification No.)
804 N. Meadowbrook Drive
PO Box 2819, Olathe, Kansas 66063-0819
(Address of principal executive offices) (Zip Code)
(913) 829-1616
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
1,835,955
(Number of shares of common stock outstanding as of July 31, 1998)
PART 1 FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OTR EXPRESS, INC.
BALANCE SHEETS
June 30 December 31
1998 1997
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 132,535 $ 318,760
Accounts receivable, freight 7,504,350 7,542,557
Accounts receivable, other 242,150 193,803
Inventory 590,670 687,303
Prepaid expenses and other 1,072,266 480,976
TOTAL CURRENT ASSETS 9,541,971 9,223,399
PROPERTY AND EQUIPMENT 49,498,750 46,810,777
TOTAL ASSETS $59,040,721 $56,034,176
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 1,713,817 $ 1,603,654
Accrued payroll and taxes 1,131,680 861,857
Other accrued expenses 1,560,496 1,414,721
Current portion of long-term debt 14,449,763 14,259,700
TOTAL CURRENT LIABILITIES 18,855,756 18,139,932
LONG-TERM DEBT 28,612,133 26,688,357
DEFERRED INCOME TAXES 2,095,000 1,859,803
STOCKHOLDERS' EQUITY 9,477,832 9,346,084
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $59,040,721 $56,034,176
OTR EXPRESS, INC.
STATEMENTS OF OPERATIONS
Second Quarter Ended Six Months Ended
June 30 June 30
(Unaudited) 1998 1997 1998 1997
OPERATING REVENUE
Freight revenue $16,853,310 $14,772,396 $32,613,268 $27,644,872
Brokerage revenue 895,943 890,529 1,883,339 1,849,044
Total operating revenue 17,749,253 15,662,925 34,496,607 29,493,916
OPERATING EXPENSES
Salaries, wages and benefits 6,659,833 6,216,571 13,158,043 11,740,174
Purchased transportation 1,850,256 846,968 3,240,493 1,787,379
Fuel 1,480,426 1,876,073 3,068,975 3,700,475
Maintenance 1,164,400 932,475 2,238,517 1,788,299
Depreciation 1,954,251 1,810,702 3,830,319 3,527,092
Insurance and claims 553,380 534,870 1,099,740 851,388
Taxes and licenses 1,678,262 1,512,610 3,287,235 2,967,285
Supplies and other 1,100,082 894,550 2,223,754 1,701,284
Total operating expenses 16,440,890 14,624,819 32,147,076 28,063,376
Operating income 1,308,363 1,038,106 2,349,531 1,430,540
Interest expense 834,831 799,826 1,673,249 1,520,468
Income (loss) before income
taxes 473,532 238,280 676,282 (89,928)
Income tax expense (benefit) 180,364 90,546 257,561 (34,173)
Net income (loss) $ 293,168 $ 147,734 $ 418,721 $ (55,755)
Weighted average number
of shares
Basic 1,835,955 1,840,515 1,836,342 1,839,659
Diluted 1,850,914 1,840,515 1,854,695 1,839,659
Earnings (loss) per share
Basic $ 0.16 $ 0.08 $ 0.23 $ (0.03)
Diluted 0.16 0.08 0.23 (0.03)
OTR EXPRESS, INC.
STATEMENTS OF CASH FLOWS
Six Months Ended
June 30
(Unaudited) 1998 1997
OPERATING ACTIVITIES
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 4,546,202 $ 2,797,238
INVESTING ACTIVITIES
Acquisition of property and equipment (7,138,516) (10,884,554)
Proceeds from disposition of property
and equipment 589,723 3,279,957
NET CASH USED IN INVESTING ACTIVITIES (6,548,793) (7,604,597)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt 10,696,638 14,168,142
Repayments of long-term debt (9,357,319) (10,762,186)
Net increase in bank note payable 534,520 1,487,136
Other (57,473) (9,650)
NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,816,366 4,883,442
NET INCREASE (DECREASE) IN CASH (186,225) 76,083
CASH, BEGINNING OF PERIOD 318,760 43,107
CASH, END OF PERIOD $ 132,535 $ 119,190
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid for interest $ 1,673,249 $ 1,520,905
Cash paid (received) for income taxes 22,364 (3,526)
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES
Guarantee of executive officers stock
purchase plan loans $ 240,000 $ -
OTR EXPRESS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - FINANCIAL STATEMENT PRESENTATION
The financial statements included herein have been prepared by management,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although management believes that the
disclosures are adequate to enable a reasonable understanding of the
information presented. In the opinion of management, all adjustments
considered necessary for a fair presentation of the financial statements
have been included. For further information, refer to the Company's
financial statements and footnotes thereto included in the Annual Report
and Form 10-K for the year ended December 31, 1997.
NOTE 2 - LONG-TERM DEBT AND COMMITMENTS
During the six months ended June 30, 1998, the Company financed the
purchase of revenue equipment through the issuance of long-term debt
totaling $6,700,000. This debt bears interest at effective rates between
7.06% and 7.33%. The Company refinanced encumbered revenue equipment
through the issuance of long-term debt totaling $4,040,000. This debt
bears interest at an effective rate of 7.45%.
At June 30, 1998, the Company had purchase and finance commitments
outstanding for additional revenue equipment approximately $15,200,000.
The Company anticipates receiving proceeds from the sale or trade-in of 149
tractors in association with these commitments.
NOTE 3 - EARNINGS PER SHARE
In February, 1997 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 128, "Earnings Per Share", effective
for periods ending after December 15, 1997, requiring presentation of basic
and diluted earnings per share. SFAS 128 supersedes Accounting Principles
Board Opinion (APB) No. 15 and related pronouncements and replaces the
computations of primary and fully diluted earnings per share (EPS) with
basic and diluted EPS, respectively. Basic earnings per share is based
upon the weighted average common shares outstanding during the year.
Diluted earnings per share is based upon the weighted average common and
common equivalent shares outstanding during each year. Employee stock
options are the company's only common stock equivalents; there are no other
potentially dilutive securities. There was no effect of this accounting
change on previously reported earnings per share.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
As more fully described below in Item 5, the Company has agreed to
guarantee payment of four key executive stock loans for such executives'
private purchase of a total of approximately 69,000 shares of the Company's
common stock. The Company has agreed to guarantee payment of the stock
loans to the extent that the pledged value of the stock purchase (equal to
one-half of its market value) is less than the outstanding principal
balance of such loans.
The amount of the Company's guarantee as of June 30, 1998 was approximately
$240,000. Stockholders' equity was reduced by this amount and long-term
debt was increased by this amount to record the guarantee.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
OPERATIONS AND FINANCIAL CONDITION
Overview. The discussion set forth below as well as other documents
incorporated by reference herein and oral statements made by officers of
the Company relating thereto, may contain forward looking statements. Such
comments are based upon information currently available to management and
management's perception thereof as of the date of this Form 10-Q. Actual
results of the Company's operations could materially differ from those
forward looking statements. Such differences could be caused by a number
of factors including, but not limited to, potential adverse effects of
regulation; changes in competition and the effects of such changes;
increased competition; changes in fuel prices; changes in economic,
political or regulatory environments; litigation involving the Company;
changes in the availability of a stable labor force; ability of the Company
to hire drivers meeting Company standards; changes in management
strategies; environmental or tax matters; and risks described from time to
time in reports filed by the Company with the Securities and Exchange
Commission. Readers should take these factors into account in evaluating
any such forward looking statements.
RESULTS OF OPERATIONS
Second Quarter Ended Six Months Ended
June 30 June 30
(Unaudited) 1998 1997 1998 1997
Operating Revenue $17,749,253 $15,662,925 $34,496,607 $29,493,916
Operating Expenses 16,440,890 14,624,819 32,147,076 28,063,376
Interest Expense 834,831 799,826 1,673,249 1,520,468
Net Income (Loss) 293,168 147,734 418,721 (55,755)
2nd Quarter 1998 v. 1997
Operating Revenue. Operating revenue improved by 13.3% in the second
quarter ended June 30, 1998 compared to 1997. Freight revenue increased by
14.1% and brokerage revenue increased by 0.06%.
Freight revenue improved due to increases in tractor utilization, rate
per mile and average number of units in service. The rate per mile
increased to $1.053 in the second quarter of 1998 compared to $1.032 in
1997. The higher rate is primarily a result of a higher level of direct
shipper miles in 1998 compared to 1997 and a rate increase effective May 7,
1998. The average number of tractors in service increased by 11.0% to 583
in the second quarter of 1998 compared to 525 in 1997. Tractors in service
in 1998 includes 39 owner operators. There were no owner operators in the
second quarter of 1997. Average miles per truck per week also increased to
2,129 from 2,106 due to improved demand from the Company's direct shipper
customers.
Operating Expenses. The operating ratio (total operating expenses as a
percent of operating revenue) improved to 92.6% in the second quarter of
1998 compared to 93.4% in 1997.
Salaries, wages and benefits decreased to 37.5% of revenue in 1998 from
39.7% in 1997 primarily because revenue per truck per week increased.
Also, the addition of owner operators, who own their trucks and contract
with the Company to haul freight, increased the revenues but not the wages.
Owner operators pay their own expenses, including payroll taxes, fuel,
insurance, licenses and interest expense. The cost of owner operators is
classified in purchased transportation.
Purchased transportation, which represents payments to other trucklines
for hauling loads contracted through the Company's freight brokerage
division and the cost of owner operators, increased to 10.4% of revenue in
1998 from 5.4% in 1997. The increase is a result of the addition of owner
operators to the fleet beginning in September 1997.
Fuel was 8.3% of revenue in 1998 compared to 12.0% in 1997. This is a
result of lower diesel fuel prices nationwide in the second quarter of
1998, higher revenue rates per mile and the addition of owner operators.
Insurance and claims represented 3.1% and 3.4% of revenue in the second
quarter of 1998 and 1997, respectively. This is a result of an increase in
revenue rates per mile. The Company's insurance program for liability,
physical damage, cargo damage and worker's compensation involves insurance
with varying deductible levels. Claims in excess of these deductible
levels are covered by insurance in the amounts management considers
adequate. The Company accrues the estimated cost of the uninsured portion
of pending claims. These accruals are estimated based on management's
evaluation of the nature and severity of individual claims and an estimate
of future claims development based on historical claims development trends.
Insurance and claims expense will vary as a percentage of revenue from
period to period based on the frequency and severity of claims incurred in
a given period as well as changes in claims development trends.
Depreciation as a percent of revenue decreased to 11.0% in 1998 from
11.6% in 1997 as a result of higher revenue per truck per week and the
addition of owner operators.
Taxes and licenses as a percent of revenue decreased from 9.7% in 1997
to 9.5% in 1998 as a result of the increased revenue per mile and the
addition of owner operators.
Supplies and other expenses increased to 6.2% of revenue in 1998 from
5.7% in 1997 as a result of an increase in advertising costs for new
drivers and an increase in commissions paid to independent sales agents.
Interest Expense. Interest expense decreased to 4.7% of revenue in 1998
from 5.1% in 1997 as a result of lower debt levels per unit and the
addition of owner operators.
Net Income. The Company reported net income of $293,000, or $0.16 per
share, for the second quarter of 1998 compared to $148,000, or $0.08 per
share, in 1997. The effective income tax rate was 38.0% in 1997 and 1998.
Six Months Comparison 1998 v. 1997
Operating Revenue. Operating revenue for the six months ended June 30,
1998 increased by 17.0% to compared to 1997. Freight revenue increased by
18.0% and brokerage revenue increased by 1.9%.
Freight revenue improved due to an increase in the rate per mile,
tractor utilization and average number of units in service. The rate per
mile increased to $1.047 during the period from $1.022 in 1997. The higher
rate is primarily a result of a higher level of direct shipper miles in
1998 compared to 1997. The average number of tractors in service was 566
for the six months of 1998 compared to 516 in 1997. The average number of
tractors in service in 1998 includes 31 owner operator drivers. There
were no owner operator drivers in the six months of 1997. Average miles per
truck per week also increased to 2,144 from 2,039 due to improved demand
from the Company's direct shipper customers. The Company's empty mile
percent increased to 9.1% from 7.3% in 1997. Brokerage revenue decreased
to 5.5% of revenue from 6.3% in 1997.
Operating Expenses. The operating ratio improved to 93.2% for the first
six months of 1998 compared to 95.1% in 1997.
Salaries, wages and benefits decreased to 38.1% of revenue in 1998 from
39.8% in 1997 primarily because of increased revenue rates per mile and the
addition of owner operators in September 1997.
Purchased transportation, which represents payments to other trucklines
for hauling loads contracted through the Company's freight brokerage
division, and the cost of owner operator drivers, increased to 9.4% of
revenue in 1998 from 6.1% in 1997. The increase is a result of the
addition of owner operators to the fleet beginning in September 1997.
Fuel was 8.9% of revenue in 1998 compared to 12.5% in 1997. This is a
result of lower diesel fuel prices nationwide for the first six months of
1998, higher revenue rates per mile and the addition of owner operator
drivers.
Insurance and claims represented 3.2% and 2.9% of operating revenue for
the first six months of 1998 and 1997, respectively. This is a result of
favorable settlement of a substantial workers' compensation case in the
first quarter of 1997. The settlement offset insurance and claims expense
in that quarter. The Company's insurance program for liability, physical
damage, cargo damage and worker's compensation involves insurance with
varying deductible levels. Claims in excess of these deductible levels are
covered by insurance in the amounts management considers adequate. The
Company accrues the estimated cost of the uninsured portion of pending
claims. These accruals are estimated based on management's evaluation of
the nature and severity of individual claims and an estimate of future
claims development based on historical claims development trends. This is
a result of lower premiums on insurance policies and an increase in revenue
rates per mile.
Depreciation as a percent of revenue decreased to 11.1% in 1998 from
12.0% in 1997 as a result of higher revenue per truck per week and the
addition of owner operator drivers.
Taxes and licenses as a percent of revenue decreased to 9.5% in 1998
from 10.1% in 1998 as a result of the increased revenue per mile.
Supplies and other expenses increased to 6.4% of revenue in 1998 from
5.8% in 1997 as a result of an increase in advertising costs for new
drivers and an increase in commissions paid to independent sales agents.
Interest Expense. Interest expense decreased to 4.9% of revenue in 1998
from 5.2% in 1997 as a result of lower debt levels per unit and the
addition of owner operators.
Net Income. The Company reported net income of $419,000, or $0.23 per
share, for the first six months of 1998 compared to a net loss of $56,000,
or $0.03 per share, in 1997. The effective income tax rate was 38.0% in
1997 and 1998.
LIQUIDITY AND CAPITAL RESOURCES
The growth of the Company's business has required significant
investments in new revenue equipment, which has been acquired primarily
through secured borrowings. Capital expenditures for revenue equipment
purchases totaled $6,700,000 for the six months ended June 30, 1998. The
Company received $590,000 in proceeds from the disposition of revenue
equipment. The Company has outstanding purchase commitments for 149
replacement tractors at a cost of $11.3 million and 157 expansion trailers
at a cost of $3.2 million. The Company has finance commitments for all of
the expansion trailers and 21 of the replacement tractors totaling $4.8
million at rates that will be fixed at time of origination. The remaining
128 replacement tractors are scheduled for delivery between October 1998
and March 1999. The Company expects to obtain financing commitments on
those 128 replacement tractors by September 1998 to more closely match
delivery dates. The Company's other capital expenditures will be financed
through internally generated funds and secured borrowings.
Historically, the Company has obtained loans for revenue equipment which
are of shorter duration than the economic useful lives of the equipment.
While such loans have current maturities that tend to create working
capital deficits that could adversely affect cash flows, it was
management's belief that these factors were mitigated by the more
attractive interest rates and terms available on these shorter maturities.
This financing practice has been a significant cause of the working capital
deficit which has existed since the Company's inception. This method of
financing can be expected to continue to produce working capital deficits
in the future. The Company's working capital deficit at June 30, 1998 was
$9.3 million. Primarily due to the Company's equity position and the
potential for refinancing of both unencumbered and encumbered assets,
working capital deficits historically have not been a barrier to the
Company's ability to borrow funds for operations and expansion.
In June 1997, the Company entered into a new revolving line of credit
agreement with a financial institution. The maximum borrowing on the line
was $7.0 million through December 31, 1997. Since the Company's tangible
net worth exceeded $9.0 million based on the December 31, 1997 audited
financial statements, under the terms of the credit agreement the maximum
borrowing on the line increased to $8.0 million. The line bears interest
at a variable rate, based upon the prime rate or LIBOR, at the Company's
election, expires June 9, 2000 and is secured by accounts receivable of the
Company. The agreement allows for maximum advances of 85% of eligible
accounts receivable less than 60 days past invoice date. The agreement
contains certain covenants relating to tangible net worth, leverage ratios,
debt service coverage and other factors. The Company was in compliance
with all required covenants at June 30, 1998. The Company had borrowings
of $4.3 million under this line
at June 30, 1998. A total of $1.3 million
of the available credit line was committed for letters of credit issued by
the financial institution. Approximately $240,000 of the available line of
credit was committed for the Company's Guaranty of Executive Officer Stock
Loans.
At June 30, 1998, the Company owned 31 tractors which were not pledged
as collateral for any liabilities and were free and clear of any debt
obligations. This equipment has an approximate market value of $1.1
million.
In management's opinion, the Company has adequate liquidity for the
foreseeable future based upon funds expected to be generated from
operations, the availability of equity in the Company's assets and the
Company's ability to obtain secured equipment financing.
PART II OTHER INFORMATION
ITEM 1 - Legal
Proceedings.... ....................................*
ITEM 2 - Changes in Securities and Use of
Proceeds... ........................................*
ITEM 3 - Defaults Upon Senior
Securities............................................*
ITEM 4 - Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the registrant was held on May 13,
1998. In addition to the election of three Class B directors to serve
three-year terms, the stockholders approved the Amended and Restated 1996
Stock Option Plan and the Amended and Restated Directors' 1996 Stock Option
Plan and ratified the appointment of Arthur Andersen LLP as independent
auditors for the Company.
Stockholders representing at least 1,417,579 shares or 77% were present in
person or by proxy at the Annual Meeting. A tabulation with respect to each
nominee, approval of the Amended and Restated 1996 Stock Option Plan, approval
of the Amended and Restated Directors' 1996 Stock Option Plan and appointment
of Arthur Andersen LLP as independent auditors for 1998 is as follows:
Votes
Votes Votes Against or
Cast For Withheld
Dr. James P. Anthony 1,418,369 1,417,171 1,198
Charles M. Foudree 1,418,369 1,417,171 1,198
Janice K. Ward 1,415,999 1,414,801 1,198
Approval of the Amended and
Restated 1996 Stock Option Plan 1,114,621 1,076,811 37,810
Approval of the Amended and
Restated 1996 Directors' Stock
Option Plan 1,111,320 1,075,732 35,588
Appointment of Arthur Andersen
LLP as independent auditors 1,417,579 1,393,549 24,030
ITEM 5 - Other Information
Guaranty of Executive Officer Stock Loans
The Company has entered into certain agreements designed to help
facilitate increased investments in the Company's common stock by certain
key executive officers in order to better align such officers' interests
with those of stockholders and to provide incentives for such officers to
remain with the Company for the next several years.
In relation to two personal loans of $60,000 each (the "Stock Loans")
obtained from HSBC Business Loans, Inc. ("HSBC") by Jeffrey T. Brown, the
Company's Vice President- Dispatch and Eric T. Janzen, the Company's Vice
President-Marketing, for such each officer's private purchase of 10,000 shares
of the Company common stock, the Company has agreed to guaranty payment of
the Stock Loans to the extent that the pledge value of the stock purchased
(equal to one-half of its market value) is less than the outstanding
principal balance of such loans. Copies of the Guaranty Agreement dated
June 8, 1998 by the Company in favor of HSBC as secured party evidencing
such guaranties are filed as exhibits hereto and incorporated by reference.
In addition, pursuant to the Stock Purchase Assistance Agreements
("Assistance Agreements") dated June 8, 1998 between the Company and
Messrs. Brown and Janzen, respectively (copies of which are filed as
exhibits hereto and incorporated by reference), the Company has agreed to
pay to such officers during the six year term of the Stock Loans the amount
of principal owed from time to time under their respective Stock Loans (I)
for such periods as such officer remains employed by the Company in an
officer position or (ii) if such officer's employment is terminated without
cause by
the Company (or by a successor entity after a change of control).
Such officers remain the primary obligors under their respective Stock
Loans, however, and to the extent the Company is required to pay amounts to
HSBC under Guaranty Agreements described in the preceding paragraph, such
officers have agreed to reimburse the Company and failure by either such
officer to make such reimbursement entitles the Company to terminate
officer's employment for cause (thereby eliminating the Company's
obligations to make further payments under such officer's Assistance
Agreement).
In March of 1998, Gary J. Klusman, the Company's President and Chief
Executive Officer and Steven W. Ruben, the Company's Chief Financial
Officer, obtained loans of $240,000 and $120,000, respectively, from HSBC
for such officers' combined purchase of approximately 49,000 shares of the
Company's common stock. Messrs. Klusman and Ruben entered into Assistance
Agreements with terms and conditions similar to Messrs. Brown and Janzen.
See Item 5 of the Company's Form 10-Q for the fiscal period ended March 31,
1998.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10 (t) - Guaranty Agreement dated June 8, 1998 by the Company in
favor of HSBC Business Loans, Inc. as secured party relating to payment of
$60,000 principal amount loan to Jeffrey T. Brown.
Exhibit 10 (u) - Guaranty Agreement dated June 8, 1998 by the Company in
favor of HSBC Business Loans, Inc. as secured party relating to payment of
$60,000 principal amount loan to Eric T. Janzen.
Exhibit 10 (v) - Stock Purchase Assistance Agreement dated June 8, 1998
between the Company and Jeffrey T. Brown.
Exhibit 10 (w) - Stock Purchase Assistance Agreement dated June 8, 1998
between the Company and Eric T. Janzen.
(b) Reports on Form 8-K
* No information submitted under this caption.
The Company did not file any exhibits or reports on Form 8-K during the
six months ended Jun 30, 1998.
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.
OTR EXPRESS, INC.
(Registrant)
Date: August 13, 1998 /s/ Gary J. Klusman
By: Gary J. Klusman
President and Principal
Executive Officer
Date: August 13, 1998 /s/ Steven W. Ruben
By: Steven W. Ruben
Principal Financial Officer
and Principal Accounting
Officer