10QSB

FORM 10-QSB

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission File Number  0-18528

INCOME GROWTH PARTNERS, LTD. X

(Exact name of registrant as specified in its charter)

CALIFORNIA
(State or other jurisdiction of
incorporation or organization) 33-0294177
(I.R.S. Employer
Identification No.)

11230 Sorrento Valley Road, Suite 220, San Diego, California 92121
(Address of principal executive offices) (Zip Code)

(619) 457-2750

(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 registration (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
filing requirements for the past 90 days. Yes [X] No [   ]

The number of the registrant’s Original Limited Partnership Units outstanding as of May 14, 2003 was 18,826.5. The number of the registrant’s Class A Units outstanding as of May 14, 2003 was 8,100.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS:
	ITEM 2. CHANGES IN SECURITIES:
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
	ITEM 5. OTHER INFORMATION:
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
SIGNATURES
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION OF CHIEF FINANCIAL OFFICER
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

		March 31,
		2003			December 31,
		(unaudited)			2002
ASSETS
Rental properties
	Land	$	7,078,365		$	7,078,365
	Buildings and improvements		22,960,125			22,907,239
			30,038,490			29,985,604
	Less accumulated depreciation		(13,137,158	)		(12,909,758	)
			16,901,332			17,075,846
Cash and cash equivalents			656,434			604,969
Deferred loan fees, net of accumulated amortization of $438,427 and $415,758 respectively			338,756			361,425
Prepaids and other assets			316,630			182,775
		$	18,213,152		$	18,225,015
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgage loans payable		$	18,622,141		$	18,689,960
Other liabilities
	Accounts payable and accrued liabilities		287,623			144,320
	Accrued interest payable		122,317			122,317
	Security deposits		225,305			233,005
			19,257,386			19,189,602
Commitments and contingencies
Partners’ capital (deficit)			(1,034,234	)		(954,587	)
Note receivable from general partner			(10,000	)		(10,000	)
		$	18,213,152		$	18,225,015

The accompanying notes are an integral part of these financial statements.

2

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

			2003		2002
			(unaudited)		(unaudited)
REVENUES
	Rents		$	1,348,433	$	1,281,120
	Other			110,867		70,723
		Total revenues		1,459,300		1,351,843
EXPENSES
	Operating expenses			689,943		620,732
	Depreciation and amortization			250,069		234,344
	Interest			355,935		360,735
		Total expenses		1,295,947		1,215,811
Net income			$	163,353	$	136,032
BASIC AND DILUTED PER LIMITED PARTNERSHIP UNIT DATA
	Net income per limited partnership unit		$	5.16	$	4.29
DISTRIBUTIONS PER CLASS A LIMITED UNIT HOLDER			$	30.00	$	24.98
Weighted average limited partnership units				26,926		26,926

The accompanying notes are an integral part of these financial statements.

3

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

					2003			2002
					(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income				$	163,353		$	136,032
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation and amortization				250,069			234,344
		(Increase) / Decrease in   Prepaid expenses and other assets				(133,855	)		(41,490	)
		Increase / (Decrease) in   Accounts payable, accrued liabilities and accrued interest payable				143,303			172,393
			Security deposits			(7,700	)		(5,161	)
				Net cash provided by operating activities		415,170			496,118
CASH FLOWS FROM INVESTING ACTIVITIES
	Capital expenditures					(52,886	)		(175,351	)
				Net cash used in investing activities		(52,886	)		(175,351	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Principal payments under mortgage debt					(67,819	)		(63,019	)
	Distributions to Investors					(243,000	)		(202,332	)
				Net cash used in financing activities		(310,819	)		(266,351	)
				Net increase in cash and cash equivalents		51,465			55,416
Cash and cash equivalents at beginning of period						604,969			429,729
				Cash and cash equivalents at end of period	$	656,434		$	485,145

The accompanying notes are an integral part of these financial statements.

4

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002

The accompanying unaudited consolidated financial statements of Income Growth Partners, Ltd. X, a California limited partnership, and subsidiaries (the “Partnership”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Partnership believes that the disclosures made are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Partnership’s latest audited financial statements for the year ended December 31, 2002, filed on Form 10-KSB.

The accompanying consolidated financial statements have not been audited by independent public accountants, but include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the general partners, necessary for a fair presentation of the financial condition, results of operations and cash flows for the periods presented. However, these results are not necessarily indicative of results for a full year.

5

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto filed herewith.

a. Critical Accounting Standards

Rental revenues are recognized at the beginning of each month based on the current occupancy of the apartments. Tenant leases are generally for a minimum term of six months with an option to rent on a month-to-month basis.

Land, buildings, and improvements are recorded at cost. Buildings and improvements are depreciated using the straight-line method over the estimated useful lives of 27.5 and 5 to 15 years, respectively. Expenditures for maintenance and repairs are charged to expense as incurred. Significant renovations are capitalized and depreciated over the remaining life of the property. The Partnership assesses its property for impairment whenever events or changes in circumstances indicate that the carrying amount of the property may not be recoverable. Recoverability of property to be held and used is measured by a comparison of the carrying amount of the property to future undiscounted net cash flows expected to be generated by the property. If the property is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property exceeds the fair value of the property. The cost and related accumulated depreciation of real estate are removed from the accounts upon disposition. Gains and losses arising from the dispositions are reported as income or expense.

b. Liquidity and Capital Resources:

Since inception, the Partnership’s operating and debt service obligations have been financed through the sale of Partnership Units, cash provided by operating activities, and 1995 debt restructuring activities. During the three months ended March 31, 2003, all of the Partnership’s operating and debt service cash requirements have been met through cash generated from operations.

The Mission Park mortgage was refinanced in December 1995 at a fixed interest rate of 7.76%. The Shadowridge Meadows mortgage was refinanced in October 1997 at a fixed interest rate of 7.49%.

In the event that one or more of the properties is unable to support its debt service and the Partnership is unable to cover operational shortfalls from cash reserves, the Partnership may have to take one or more alternative courses of action. The general partners would then determine, based on their analysis of relevant economic conditions and the status of the properties, a course of action intended to be consistent with the best interests of the Partnership. Possible courses of action might include the sacrifice, sale or refinancing of one or more of the properties, the entry into one or more joint venture partnerships with other entities, or the filing of another bankruptcy petition.

Net cash provided by operating activities for the three months ended March 31, 2003, was approximately $415,000 compared to approximately $496,000 for the same period in 2002. The principal reasons for this decrease can be attributed to an increase in prepaid expenses and a decrease in accounts payable.

Net cash used in investing activities for the three months ended March 31, 2003, was approximately $53,000 compared to approximately $175,000 for the same period in 2002. The principal reason for this decrease was a decrease in capital expenditures.

Net cash used in financing activities for the three months ended March 31, 2003, was approximately $311,000 compared to approximately $266,000 for the same period in 2002. The principal reason for this increase was an increase in distributions to investors.

6

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002

b. Liquidity and Capital Resources – (Continued):

In October, 2001 the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 establishes a single accounting model, based on the framework established in SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of ”, for long-lived assets to be disposed of by sale, and resolves significant implementation issues related to SFAS No. 121. The adoption of this statement had no material impact on the Partnership’s financial statements.

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” and an amendment of that SFAS, SFAS No. 64, “Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements.” SFAS No. 145 also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers.” Further, SFAS No. 145 amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or described their applicability under changed conditions. This pronouncement requires gains and losses from extinguishment of debt to be classified as an extraordinary item only if the criteria in Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,” have been met. Further, lease modifications with economic effects similar to sale-leaseback transactions must be accounted for in the same manner as sale-leaseback transactions. The provisions of SFAS No. 145 related to the rescission of SFAS No. 4 shall be applied in fiscal years beginning after May 15, 2002. The provisions of SFAS No. 145 related to Statement 13 shall be effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS No. 145 did not have a material impact on the Partnership’s consolidated financial position or results of operations for the three months ended March 31, 2003.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS No. 146 deals with the accounting and reporting for costs associated with exit or disposal activities and certain other costs associated with those activities, which were previously recognized as liabilities that did not meet the definitions of a liability. The Partnership is required to adopt the provisions of SFAS No. 146 during the first quarter of 2003. The adoption of this statement had no material impact on the Partnership’s financial statements.

c. Results of Operations:

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2003, TO THE THREE

MONTHS ENDED MARCH 31, 2002.

Rental revenue for the three months ended March 31, 2003, was approximately $1,348,000, an increase of 5% over rents of approximately $1,281,000 for the comparable period in 2002. The increase is primarily attributable to an increase in monthly tenant rental rates and steady average occupancy rates.

Operating expenses for the three months ended March 31, 2003, were approximately $690,000, an increase of 11% over operating expenses of approximately $621,000 for the comparable period in 2002. The increase is primarily attributable to a increase in property and administration expenses.

7

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2003 AND 2002

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS:

There are no pending legal proceedings which may have a material adverse effect on the Partnership. However, the Partnership is involved in small claims court proceedings against certain present or former tenants of its apartment complexes with regard to landlord-tenant matters, all of which are considered to be in the ordinary course of its business.

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:

On March 11, 2003, Form 8-K was filed to report the engagement of PKF as the Partnership's independent auditors' effective December 10, 2002.

Exhibits: 99.1 & 99.2

8

INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES,
A CALIFORNIA LIMITED PARTNERSHIP

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: May 14, 2003

INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership
By:	Income Growth Management, Inc.     General Partner
	By:	/s/ Timothy C. Maurer
	Timothy C. Maurer Principal Financial Officer AND Duly Authorized Officer of the Registrant

9

INCOME GROWTH PARTNERS, LTD. X
A California Limited Partnership
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Section 302 Certification

I, David W. Maurer, certify that:

1.          I have reviewed this quarterly report on Form 10-QSB of INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership (the “registrant”);

2.          Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.          Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.          The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)     evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.          The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

By:	/s/ David W. Maurer
	David W. Maurer Chief Executive Officer

10

INCOME GROWTH PARTNERS, LTD. X
A California Limited Partnership
CERTIFICATION OF CHIEF FINANCIAL OFFICER

Section 302 Certification

I, Timothy C. Maurer, certify that:

1.          I have reviewed this quarterly report on Form 10-QSB of INCOME GROWTH PARTNERS, LTD. X, a California Limited Partnership (the “registrant”);

2.          Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.          Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.          The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)     designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)     evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)     presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.          The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)     all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.          The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003

By:	/s/ Timothy C. Maurer
	Timothy C. Maurer Chief Financial Officer

11

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - CEO
99.2	CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - CFO

EX-99.1 3 a89930exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of INCOME GROWTH PARTNERS, LTD. X (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David W. Maurer, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ David W. Maurer David W. Maurer Chief Executive Officer May 14, 2003 EX-99.2 4 a89930exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of INCOME GROWTH PARTNERS, LTD. X (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy C. Maurer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Timothy C. Maurer Timothy C. Maurer Chief Financial Officer May 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of INCOME GROWTH PARTNERS, LTD. X (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
W. Maurer, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ David W. Maurer

David W. Maurer
Chief Executive Officer
May 14, 2003

EX-99.2

                                                                    EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of INCOME GROWTH PARTNERS, LTD. X (the
"Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Timothy
C. Maurer, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Timothy C. Maurer

Timothy C. Maurer
Chief Financial Officer
May 14, 2003