##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 CHECK ONE:
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended:March 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to  .
 Commission file No.: 1-12996
 Advocat
Inc.
 (exact name of registrant as specified in its charter)
 Delaware
    
    62-1559667(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)1621 Galleria Boulevard, Brentwood, TN
    
    37027(Address of principal executive offices)
    
    (Zip Code)
 (615) 771-7575 
 (Registrants telephone number, including area code)
 
 (Former name, former address and former fiscal year, if changed since last report.)
 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 þ No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filer o Accelerated filer þ Non-accelerated filer o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
 Yes o No þ
 5,871,287
 (Outstanding shares of the issuers common stock as of May 1, 2007)




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TABLE OF CONTENTS  Part I. FINANCIAL INFORMATIONITEM 1    FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II  OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 6. EXHIBITSSIGNATURESEx-10.1 Fourth Amendment to Consolidated Amended and Restated Master LeaseEx-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32   Section 906 Certification    Table of Contents  
 Part I. FINANCIAL INFORMATION
 
 ITEM 1    FINANCIAL STATEMENTS
 ADVOCAT INC.
 INTERIM CONSOLIDATED BALANCE SHEETS
(in thousands)
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)CURRENT ASSETS:Cash and cash equivalents
    
    $
    12,428
    
    
    $
    12,344Restricted cash
    
    
    25
    
    
    
    25Receivables, less allowance for doubtful
accounts of $2,036 and $2,122, respectively
    
    
    15,971
    
    
    
    16,902Current portion of note receivable
    
    
    541
    
    
    
    534Prepaid expenses and other current assets
    
    
    3,223
    
    
    
    2,681Insurance refunds receivable
    
    
    2,121
    
    
    
    3,519Deferred income taxes
    
    
    2,410
    
    
    
    1,785Total current assets
    
    
    36,719
    
    
    
    37,790PROPERTY AND EQUIPMENT, at cost
    
    
    61,644
    
    
    
    59,954Less accumulated depreciation
    
    
    (33,618
    )
    
    
    (32,757
    )Discontinued operations, net
    
    
    1,576
    
    
    
    1,576Property and equipment, net
    
    
    29,602
    
    
    
    28,773OTHER ASSETS:Deferred income taxes
    
    
    20,874
    
    
    
    21,849Note receivable, net of current portion
    
    
    4,880
    
    
    
    4,758Deferred financing and other costs, net
    
    
    836
    
    
    
    905Cash restricted for capital expenditures
    
    
    202
    
    
    
    864Other assets
    
    
    2,080
    
    
    
    1,962Total other assets
    
    
    28,872
    
    
    
    30,338$
    95,193
    
    
    $
    96,901
  2




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ADVOCAT INC.
 INTERIM CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(continued)
 March 31,
    
    
    December 31,2007
    
    
    2006(Unaudited)CURRENT LIABILITIES:Current portion of long-term debt
    
    $
    3,277
    
    
    $
    4,587Current portion of settlement promissory notes
    
    
    
    
    
    
    128Short-term debt
    
    
    2,534
    
    
    
    2,534Trade accounts payable
    
    
    4,397
    
    
    
    4,566Accrued expenses:Payroll and employee benefits
    
    
    8,028
    
    
    
    9,363Current portion of self-insurance reserves
    
    
    5,270
    
    
    
    4,838Other current liabilities
    
    
    3,666
    
    
    
    3,600Total current liabilities
    
    
    27,172
    
    
    
    29,616NONCURRENT LIABILITIES:Long-term debt, less current portion
    
    
    23,964
    
    
    
    24,267Self-insurance reserves, less current portion
    
    
    21,330
    
    
    
    22,159Other noncurrent liabilities
    
    
    6,655
    
    
    
    5,733Total noncurrent liabilities
    
    
    51,949
    
    
    
    52,159COMMITMENTS AND CONTINGENCIESSERIES C REDEEMABLE PREFERRED STOCK$.10 par value, 5,000 shares authorized, issued and
outstanding, including premium of $5,946 and $6,371 at
March 31, 2007 and December 31, 2006, respectively.
    
    
    10,864
    
    
    
    11,289SHAREHOLDERS
EQUITY:Series A preferred stock, authorized 200,000 shares,
$.10 par value, none issued and outstanding
    
    
    
    
    
    
    Common stock, authorized 20,000,000 shares, $.01 par
value, 5,871,000 and 5,866,000 shares issued and
outstanding, respectively
    
    
    59
    
    
    
    59Paid-in capital
    
    
    15,220
    
    
    
    15,123Accumulated deficit
    
    
    (10,071
    )
    
    
    (11,345
    )Total
shareholders equity
    
    
    5,208
    
    
    
    3,837$
    95,193
    
    
    $
    96,901
  3




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ADVOCAT INC.
 INTERIM CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts, unaudited)
 
 Three Months Ended March 31,2007
    
    
    2006PATIENT REVENUES, net
    
    $
    54,592
    
    
    $
    52,647EXPENSES:Operating
    
    
    41,740
    
    
    
    40,090Lease
    
    
    4,596
    
    
    
    3,825Professional liability
    
    
    423
    
    
    
    (2,276
    )General and administrative
    
    
    4,078
    
    
    
    3,481Stock-based compensation
    
    
    69
    
    
    
    Depreciation
    
    
    909
    
    
    
    935Total expenses
    
    
    51,815
    
    
    
    46,055OPERATING INCOME
    
    
    2,777
    
    
    
    6,592OTHER INCOME (EXPENSE):Foreign currency transaction gain (loss)
    
    
    47
    
    
    
    (9
    )Other income
    
    
    
    
    
    
    207Interest income
    
    
    251
    
    
    
    183Interest expense
    
    
    (816
    )
    
    
    (999
    )(518
    )
    
    
    (618
    )INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
    
    
    2,259
    
    
    
    5,974PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    879
    
    
    
    (729
    )NET INCOME FROM CONTINUING OPERATIONS
    
    
    1,380
    
    
    
    6,703NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS:Operating income (loss), net of taxes of $11 and $0,
respectively
    
    
    16
    
    
    
    (20
    )Gain (loss) on sale, net of taxes of $(23) and $0, respectively
    
    
    (35
    )
    
    
    8DISCONTINUED OPERATIONS
    
    
    (19
    )
    
    
    (12
    )NET INCOME
    
    
    1,361
    
    
    
    6,691PREFERRED STOCK DIVIDENDS
    
    
    86
    
    
    
    83NET INCOME FOR COMMON STOCK
    
    $
    1,275
    
    
    $
    6,608NET INCOME PER COMMON SHARE:Per common share  basicContinuing operations
    
    $
    0.22
    
    
    $
    1.15Discontinued operations
    
    
    0.00
    
    
    
    0.00$
    0.22
    
    
    $
    1.15Per common share  dilutedContinuing operations
    
    $
    0.21
    
    
    $
    1.03Discontinued operations
    
    
    0.00
    
    
    
    (0.01
    )$
    0.21
    
    
    $
    1.02WEIGHTED AVERAGE COMMON SHARES:Basic
    
    
    5,870
    
    
    
    5,740Diluted
    
    
    6,126
    
    
    
    6,503
  4




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ADVOCAT INC.
 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands and unaudited)
 Three Months Ended March 31,2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,361
    
    
    $
    6,691Discontinued operations
    
    
    (19
    )
    
    
    (12
    )Net income from continuing operations
    
    
    1,380
    
    
    
    6,703Adjustments to reconcile net income from continuing
operations to net cash provided by operating activities:Depreciation
    
    
    909
    
    
    
    935Provision for doubtful accounts
    
    
    110
    
    
    
    339Deferred income tax provision (benefit)
    
    
    350
    
    
    
    (778
    )Provision for (benefit from) self-insured professional
liability, net of cash payments
    
    
    (472
    )
    
    
    (2,975
    )Stock based compensation
    
    
    69
    
    
    
    Amortization of deferred balances
    
    
    69
    
    
    
    51Provision for leases in excess of cash payments
    
    
    583
    
    
    
    8Gain on sale of bed license
    
    
    
    
    
    
    (207
    )Foreign currency transaction gain (loss)
    
    
    (47
    )
    
    
    9Non-cash interest expense
    
    
    
    
    
    
    43Non-cash interest income
    
    
    (30
    )
    
    
    (108
    )Net cash provided by operating activities before changes
in other assets and liabilities
    
    
    2,921
    
    
    
    4,020Changes in other assets and liabilities affecting operating
activities:Receivables, net
    
    
    755
    
    
    
    323Prepaid expenses and other assets
    
    
    737
    
    
    
    (213
    )Trade accounts payable and accrued expenses
    
    
    (1,532
    )
    
    
    (1,880
    )Net cash provided by continuing operations
    
    
    2,881
    
    
    
    2,250Discontinued operations
    
    
    40
    
    
    
    176Net cash provided by operating activities
    
    
    2,921
    
    
    
    2,426CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
    
    
    (1,737
    )
    
    
    (563
    )Proceeds from sale of discontinued operations and bed
license
    
    
    
    
    
    
    268Decrease in restricted cash deposits
    
    
    
    
    
    
    275Decrease in cash restricted for capital expenditures
    
    
    662
    
    
    
    Deposits and other deferred balances
    
    
    
    
    
    
    (29
    )Net cash used by continuing operations
    
    
    (1,075
    )
    
    
    (49
    )Discontinued operations
    
    
    
    
    
    
    (10
    )Net cash used by investing activities
    
    
    (1,075
    )
    
    
    (59
    )CASH FLOWS FROM FINANCING ACTIVITIES:Repayment of debt obligations
    
    
    (1,617
    )
    
    
    (1,529
    )Proceeds from exercise of stock options
    
    
    27
    
    
    
    4Payment of preferred stock dividends
    
    
    (86
    )
    
    
    Payment for preferred stock restructuring
    
    
    (86
    )
    
    
    Financing costs
    
    
    
    
    
    
    (17
    )Net cash used by financing activities
    
    
    (1,762
    )
    
    
    (1,542
    )
  5




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ADVOCAT INC.
 INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands and unaudited)
(continued)
 Three Months Ended March 31,2007
    
    
    2006NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    $
    84
    
    
    $
    825CASH AND CASH EQUIVALENTS, beginning of period
    
    
    12,344
    
    
    
    7,070CASH AND CASH EQUIVALENTS, end of period
    
    $
    12,428
    
    
    $
    7,895SUPPLEMENTAL INFORMATION:Cash payments of interest
    
    $
    707
    
    
    $
    913Cash payments of income taxes
    
    $
    176
    
    
    $
    140
    6




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ADVOCAT INC.
 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2007 AND 2006
 BUSINESS
   BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
   INSURANCE MATTERS
 Professional Liability and Other Liability Insurance-
  7




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Reserve for Estimated Self-Insured Professional Liability Claims-
      March 31,
    
    
    December 31,2007
    
    
    2006Policy Year End March 9,2008
    
    $
    515,000
    
    
    $
    2007
    
    
    7,780,000
    
    
    
    6,992,0002006
    
    
    7,555,000
    
    
    
    7,629,0002005
    
    
    5,212,000
    
    
    
    6,042,0002004
    
    
    2,660,000
    
    
    
    3,228,0002003 and earlier
    
    
    1,535,000
    
    
    
    1,826,000$
    25,257,000
    
    
    $
    25,717,000
 8




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Other Insurance-
    STOCK-BASED COMPENSATION
    Expected volatility (range)
    
    133% - 143%Risk free interest rate (range)
    
    4.45% - 4.46%Expected dividends
    
    Weighted average expected term (years)
    
    6.0
  9




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RECLASSIFICATIONS
  DISCONTINUED OPERATIONS
     EARNINGS PER COMMON SHARE
  Three Months EndedMarch 31,2007
    
    
    2006Net income per common share:Per common share  basicIncome from continuing operations
    
    $
    0.22
    
    
    $
    1.15Income (loss) from discontinued operationsOperating income, net of taxes
    
    
    0.01
    
    
    
    Loss on sale, net of taxes
    
    
    (0.01
    )
    
    
    Discontinued operations, net of taxes
    
    
    
    
    
    
    Net income
    
    $
    0.22
    
    
    $
    1.15
 10




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Three Months EndedMarch 31,2007
    
    
    2006Per common share  dilutedIncome from continuing operations
    
    $
    0.21
    
    
    $
    1.03Income (loss) from discontinued operationsOperating income (loss), net of taxes
    
    
    0.01
    
    
    
    (0.01
    )Loss on sale, net of taxes
    
    
    (0.01
    )
    
    
    Discontinued operations, net of taxes
    
    
    
    
    
    
    (0.01
    )Net income
    
    $
    0.21
    
    
    $
    1.02
  LONG-TERM DEBT
    SALE OF BED LICENSE
  INCOME TAXES
  11




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12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Overview
   Divestitures.
  Basis of Financial Statements.
 Critical Accounting Policies and Judgments
  Revenues
 Patient Revenues
  13




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Allowance for Doubtful Accounts
  Professional Liability and Other Self-Insurance Reserves
  Accrual for Professional and General Liability Claims-
    14




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Accrual for Other Self-Insured Claim
  15




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Asset Impairment
  Stock-Based Compensation
  Income Taxes
  16




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Health Care Industry
  Medicare and Medicaid Reimbursement-
     17




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Licensure and other Health Care Laws-
  18




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Contractual Obligations and Commercial Commitments
  Less than
    
    2 to 3
    
    4 to 5
    
    AfterContractual Obligations
    
    Total
    
    1 year
    
    Years
    
    Years
    
    5 YearsLong-term and short-term debt obligations
(1)
    
    $
    39,204

    
    $
    8,356

    
    $
6,604

    
    $
24,244

    
    $
Other settlement obligations
    
    $
523

    
    $
523

    
    $


    
    $


    
    $
Series C Preferred Stock (2)
    
    $
6,123

    
    $
    344

    
    $
689

    
    $
5,090

    
    $
Elimination of Preferred Stock
Conversion feature (3)
    
    $
7,898

    
    $
687

    
    $
1,374

    
    $
1,374

    
    $
4,463Operating leases
    
    $
497,340

    
    $
16,378

    
    $
34,451

    
    $
33,243

    
    $
413,268Required capital expenditures
under mortgage loans (4)
    
    $
1,276

    
    $
400

    
    $
549

    
    $
327

    
    $
Required capital expenditures
under operating leases (5)
    
    $
20,997

    
    $
775

    
    $
1,543

    
    $
1,377

    
    $
17,302Total
    
    $
573,361

    
    $
27,463

    
    $
45,210

    
    $
65,655

    
    $
435,033
 
 (1)
    
    Long-term and short-term debt obligations include scheduled future payments of
principal and interest of long-term and short-term debt.(2)
    
    Series C Preferred Stock includes quarterly dividend payments and redemption
value at preferred shareholders earliest redemption date.(3)
    
    Payments for the elimination of preferred stock conversion feature.(4)
    
    Includes expenditure requirements for capital maintenance under mortgage loan
covenants as well as $0.2 million for planned facility renovation in accordance with loan
agreement.(5)
    
    Includes capital expenditure requirements under operating leases.  19




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Results of Operations
  Three Months Ended March 31,(in thousands)
    
    2007
    
    
    2006
    
    
    Change
    
    
    %PATIENT REVENUES, net
    
    $
    54,592
    
    
    $
    52,647
    
    
    $
    1,945
    
    
    
    3.7EXPENSES:Operating
    
    
    41,740
    
    
    
    40,090
    
    
    
    1,650
    
    
    
    4.1Lease
    
    
    4,596
    
    
    
    3,825
    
    
    
    771
    
    
    
    20.2Professional liability
    
    
    423
    
    
    
    (2,276
    )
    
    
    2,699
    
    
    
    (118.6
    )General and administrative
    
    
    4,078
    
    
    
    3,481
    
    
    
    597
    
    
    
    17.2Stock-based compensation
    
    
    69
    
    
    
    
    
    
    
    69
    
    
    
    N/ADepreciation
    
    
    909
    
    
    
    935
    
    
    
    (26
    )
    
    
    (2.8
    )Total expenses
    
    
    51,815
    
    
    
    46,055
    
    
    
    5,760
    
    
    
    12.5OPERATING INCOME
    
    
    2,777
    
    
    
    6,592
    
    
    
    (3,815
    )
    
    
    (57.9
    )OTHER INCOME (EXPENSE):Foreign currency transaction gain (loss)
    
    
    47
    
    
    
    (9
    )
    
    
    56
    
    
    
    (622.2
    )Other income
    
    
    
    
    
    
    207
    
    
    
    (207
    )
    
    
    (100.0
    )Interest income
    
    
    251
    
    
    
    183
    
    
    
    68
    
    
    
    37.2Interest expense
    
    
    (816
    )
    
    
    (999
    )
    
    
    183
    
    
    
    (18.3
    )(518
    )
    
    
    (618
    )
    
    
    100
    
    
    
    (16.2
    )INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES
    
    
    2,259
    
    
    
    5,974
    
    
    
    (3,715
    )
    
    
    (62.2
    )PROVISION (BENEFIT) FOR INCOME
TAXES
    
    
    879
    
    
    
    (729
    )
    
    
    1,608
    
    
    
    (220.6
    )NET INCOME FROM CONTINUING OPERATIONS
    
    $
    1,380
    
    
    $
    6,703
    
    
    $
    (5,323
    )
    
    
    (79.4
    )
 Three Months EndedMarch 31,Percentage of Net Revenues
    
    2007
    
    
    2006PATIENT REVENUES, net
    
    
    100.0
    %
    
    
    100.0
    %EXPENSES:Operating
    
    
    76.4
    
    
    
    76.1Lease
    
    
    8.4
    
    
    
    7.3Professional liability
    
    
    0.8
    
    
    
    (4.3
    )General and administrative
    
    
    7.5
    
    
    
    6.6Stock-based compensation
    
    
    0.1
    
    
    
    Depreciation
    
    
    1.7
    
    
    
    1.8Total expenses
    
    
    94.9
    
    
    
    87.5OPERATING INCOME
    
    
    5.1
    
    
    
    12.5OTHER INCOME (EXPENSE):Foreign currency transaction gain (loss)
    
    
    0.1
    
    
    
    Other income
    
    
    
    
    
    
    0.4Interest income
    
    
    0.4
    
    
    
    0.3Interest expense
    
    
    (1.5
    )
    
    
    (1.9
    )(1.0
    )
    
    
    (1.2
    )INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES
    
    
    4.1
    
    
    
    11.3PROVISION (BENEFIT) FOR INCOME TAXES
    
    
    1.6
    
    
    
    (1.4
    )NET INCOME FROM CONTINUING
OPERATIONS
    
    
    2.5
    %
    
    
    12.7
    %
 20




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Three Months Ended March 31, 2007 Compared With Three Months Ended March 31, 2006
  Patient Revenues
  Operating expense
    Lease expense
 Professional liability.
 21




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##### Table of Contents



General and administrative expense
  Stock-based compensation.
 Depreciation
 Foreign currency transaction gain (loss)
 Interest expense
 Income from continuing operations before income taxes; income from continuing operations per common
share
 Income from discontinued operations
 Liquidity and Capital Resources
  22




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23




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Facility Renovations
    West Virginia Facility Option Agreement
  Receivables
  24




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Inflation
  Recent Accounting Pronouncements
   Forward-Looking Statements
  25




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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
   26




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS.
    
 ITEM 1A. RISK FACTORS
  
 ITEM 6. EXHIBITS
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SIGNATURES
  ADVOCAT INC.May 9, 2007By:
    
    /s/ William R. Council, III

William R. Council, IIIPresident and Chief Executive Officer, Principal ExecutiveOfficer andAn Officer Duly Authorized to Sign on Behalf of the RegistrantBy:
    
    /s/ L. Glynn Riddle, Jr.

L. Glynn Riddle, Jr.Executive Vice President and Chief Financial Officer, Secretary,Principal Accounting Officer andAn Officer Duly Authorized to Sign on Behalf of the Registrant
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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits3.1
    
    Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit
3.1 to the Companys Registration Statement No. 33-76150 on Form S-1)3.2
    
    Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Companys
Registration Statement No. 33-76150 on Form S-1)3.3
    
    Amendment to Certificate of Incorporation dated March 23, 1995 (incorporated by
reference to Exhibit A of Exhibit 1 to the Companys Form 8-A filed March 30, 1995)3.4
    
    Certificate of Designation of Registrant (incorporated by reference to Exhibit 3.4 to
the Companys quarterly report on Form 10-Q for the quarter ended March 31, 2001)3.5
    
    Certificate of Designation of Registrant (incorporated by reference to Exhibit 3.5
to the Companys quarterly report on Form 10-Q for the quarter ended September 30,
2006).4.1
    
    Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to the
Companys Registration Statement No. 33-76150 on Form S-1)4.2
    
    Amended and Restated Rights Agreement dated as of December 7, 1998 (incorporated by
reference to Exhibit 1 to Form 8-A/A filed December 7, 1998)10.1
    
    Fourth Amendment to Consolidated Amended and Restated Master Lease executed and
delivered as of April 1, 2007 by and between Sterling Acquisition Corp., a Kentucky
corporation, and Diversicare Leasing Corp., a Tennessee corporation.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).32
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(b) or Rule 15d-14(b).