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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
_______________________
 FORM 10-KSB ANNUAL REPORT under Section 13 or 15(d)
of the Securities Exchange Act of 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 0-18528
(Commission file number) INCOME GROWTH PARTNERS, LTD. X,
A CALIFORNIA LIMITED PARTNERSHIP  CALIFORNIA
(State of organization)
    
    33-0294177
(I.R.S. Employer Identification No.)
 11230 Sorrento Valley Road, Suite 220,
San Diego, California, 92121
(Address of principal executive offices)
    
    (858) 457-2750
(Issuers telephone number)
 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Original Limited Partnership Units
(Title of class) Class A Limited Partnership Units
(Title of class) Check whether the Partnership (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the partnership was required to file such reports), and (2)
has been subject to filing requirements for the past 90 days. Yes x No o Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the Partnerships knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o The Partnerships revenues for its most recent fiscal year were $5,974,991. As of December 31, 2003, the aggregate market value of the voting and
non-voting common equity (limited partnership units) held by non-affiliates of
the Partnership was approximately $24,560,400. There is no established trading
market for the limited partnership units. The aggregate market value was based
on the original sale price of the Class A Limited Partnership Units of $250 per
unit and the sale price of $1,200 per Original Limited Partnership Unit
pursuant to a tender offer made on December 4, 2003. For this purpose, the
Partnerships General Partner and all of such General Partners officers and
directors and their affiliates were assumed to be affiliates of the
Partnership. Traditional
Small Business Disclosure Format (Check one): Yes
[  ]; No [X]




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TABLE OF CONTENTS  
 PAGESPECIAL NOTE
    
    Forward Looking Statements
    
    
    1PART IItem 1.
    
    Description of Business
    
    
    1Item 2.
    
    Description of Properties
    
    
    2Item 3.
    
    Legal Proceedings
    
    
    3Item 4.
    
    Submission of Matters to a Vote of Limited Partners
    
    
    3PART IIItem 5.
    
    Market for Limited Partnership Units and Related Limited Partner Matters
    
    
    3Item 6.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    5Item 7.
    
    Financial Statements
    
    
    9Item 8.
    
    Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    18Item 8A.
    
    Controls and Procedures
    
    
    18PART IIIItem 9.
    
    General Partner, Directors, Executive Officers and Control Persons; Compliance with
Section 16(a) of the Exchange Act
    
    
    19Item 10.
    
    Executive Compensation
    
    
    21Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Limited
Partner Matters
    
    
    21Item 12.
    
    Certain Relationships and Related Transactions
    
    
    22Item 13.
    
    Exhibits and Reports on Form 8-K
    
    
    22Item 14.
    
    Principal Accountant Fees and Services
    
    
    24SIGNATURES
    
    
    
    
    26EXHIBIT 3(I).1EXHIBIT 3(I).2EXHIBIT 3(I).3EXHIBIT 3(I).4EXHIBIT 10.5EXHIBIT 10.6EXHIBIT 10.7EXHIBIT 21EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
 i




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SPECIAL NOTE  FORWARD-LOOKING STATEMENTS Certain statements in this report, including information incorporated by
reference, if any, are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect current views about future events and
financial performance based on certain assumptions. They include opinions,
forecasts, projections, guidance, expectations, beliefs or other statements
that are not statements of historical fact. Words such as may, will,
should, could, would, expects, plans, believes, anticipates,
intends, estimates, approximates, predicts, or projects, or the
negative or other variation of such words, and similar expressions may identify
a statement as a forward-looking statement. Forward-looking statements in this
report may include statements about:  
    
    future financial and operating results, including projections
of revenues, income, distributions, expenditures, liquidity and
other financial items;
    
    overall industry and market performance;
    
    competition;
    
    current and future economic conditions;
    
    liquidation and dissolution strategies, including the sale of
the Partnerships properties and the terms and conditions thereof;
    
    the outcome of litigation matters;
    
    the General Partners goals and plans for future operations; and
    
    other assumptions described in this report underlying or
relating to any forward-looking statements. The forward-looking statements in this report speak only as of the date of this
report. Forward-looking statements are subject to certain events, risks, and
uncertainties that may be outside of our control. When considering
forward-looking statements, you should carefully review the risks,
uncertainties and other cautionary statements in this report as they identify
certain important factors that could cause actual results to differ materially
from those expressed in or implied by the forward-looking statements. 
 PART I 
 ITEM 1. DESCRIPTION OF BUSINESS Income Growth Partners, Ltd. X, a California limited partnership, was formed as
a California limited partnership on February 16, 1988. Unless the context
requires otherwise, all references in this report, except as referred to in
Item 7,to the Partnership, we, our, and us refer to Income Growth
Partners, Ltd. X, a California limited partnership . The Partnership was formed to acquire, hold and operate for the production of
income and distributable cash, and sell, exchange or otherwise dispose of
parcels of income-producing, multi-family, residential, real property.
As of December 31, 2003, the Partnership, through its wholly-owned
subsidiaries, owned and operated two apartment complexes in Southern
California: Mission Park and Shadow Ridge Meadows. These properties are
described in more detail under Item 2 of this report. The Mission Park property was sold on March 3, 2004 and a sale is pending for
the Shadow Ridge Meadows property. It is anticipated that the Shadow Ridge
Meadows property will be sold upon approval of the sale by the Partnerships
limited partners and thereafter that the Partnership will be liquidated and
dissolved. A solicitation statement was first mailed to the Partnerships
limited partners on or about March 11, 2004, to solicit the votes of the
limited partners for the approval of the sale of the Shadow Ridge Meadows
property and the subsequent liquidation and dissolution of the Partnership. The
deadline for the limited partners to return their ballots is April 1, 2004. Income Growth Management, Inc., a California corporation, is the general
partner of the Partnership (General Partner). Services for the Partnership
are performed by the General Partner and/or its affiliates. The Partnership has
no employees. 1




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ITEM 2. DESCRIPTION OF PROPERTIES As of December 31, 2003, the Partnership, through its wholly-owned
subsidiaries, owned and operated two apartment complexes in Southern
California: Mission Park and Shadow Ridge Meadows. The Partnership sold the
Mission Park property on March 3, 2004 and has entered into a purchase and sale
agreement for the sale of the Shadow Ridge Meadows property. The Partnership
intends to sell the Shadow Ridge Meadows property upon approval of the sale by
the Partnerships limited partners. These properties and the terms of their
sale and proposed sale are described below. Mission Park Mission Park is a 264 unit apartment complex located at 201-230 Woodland
Parkway, San Marcos, California. We acquired the property in August 1989 for a
purchase price of $17,100,000. In 1995, in connection with refinancing the
then-existing loan on the property, we transferred the property to IGP X
Mission Park Associates, L.P., a California limited partnership. The
Partnership is the sole limited partner of IGP X Mission Park Associates, L.P.
Income Growth Management, Inc., the Partnerships General Partner, and IGP X
Mission Park, Inc., a California corporation, are the general partners of IGP X
Mission Park Associates, L.P. The sole shareholder of IGP X Mission Park, Inc.
is the Partnership. The officers and directors of the General Partner are also
the officers and directors of IGP X Mission Park, Inc. On March 3, 2004, IGP X Mission Park Associates, L.P. sold the Mission Park
property to Pacifica Enterprises, LLC, a California limited liability company,
for a cash purchase price of $36,000,000. Shadow Ridge Meadows Shadow Ridge Meadows is a 184 unit apartment building located at 1515 South
Melrose Drive, Vista, California. We acquired the property in November 1988 for
a purchase price of $12,700,00. In 1997, in connection with refinancing the
then-existing loan on the property, we transferred the property to IGP X Shadow
Ridge Meadows, Ltd., a California limited partnership. The Partnership is the
sole limited partner of IGP X Shadow Ridge Meadows, Ltd. Income Growth
Management, Inc., the Partnerships General Partner, and IGP X Shadow Ridge
Meadows, Inc., a California corporation, are the general partners of IGP X
Shadow Ridge Meadows, Ltd. The sole shareholder of IGP X Shadow Ridge Meadows,
Inc. is the Partnership. The officers and directors of the General Partner are
also the officers and directors of IGP X Shadow Ridge Meadows, Inc. The Shadow Ridge Meadows property is approximately 15 years old. It contains
roughly 127,197 square feet, including 114 two-bedroom units, 70 three-bedroom
units, a large recreation center, a heated swimming pool and spa, five laundry
facilities, a satellite cable TV system and covered parking. Tenant leases are
generally for a minimum term of six months with an option to rent on a
month-to-month basis. The occupancy rate and average annual base rent per
square foot as of December 31, 2003 were: Occupancy Rate
    
    
    94.4
    %Average Rent Per Square Foot
    
    $
    13.34
 The Shadow Ridge Meadows property is subject to a security interest securing a
loan with a principal balance of approximately $9,159,000 as of December 31,
2003. The terms of the loan require a monthly payment of $68,106, which
includes interest at a rate of 7.49%, until the loan is paid in full. The loan
has a prepayment penalty that applies if the property is sold before the
maturity date of the loan in November 2007. The amount of any prepayment
penalty will vary depending on a number of factors including, without
limitation, the date the property is sold and the U.S. Treasury yield rates. On December 8, 2003, IGP X Shadow Ridge Meadows, Ltd. entered into a Purchase
and Sale Agreement and Escrow Instructions with Mark Gosselin, as Trustee of
the Mark Gosselin Trust Dated October 31, 2001 (Buyer) for the sale of the
Shadow Ridge Meadows property for a purchase price of $27,600,000, subject to
the approval of the Partnerships limited partners. The Purchase and Sale
Agreement and Escrow Instructions was amended on January 8, 2004 to extend the
contingency period given to the Buyer to review certain reports and documents
related to the property, and was further amended on February 18, 2004 to
resolve certain issues and claims raised by the 2




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Buyer, including a $100,000 reduction in the sale price and a $200,000 credit
for certain repairs and improvements to the property to be made by the Buyer
after the close of the sale of the property. The Shadow Ridge Meadows property is subject to the general competitive
conditions incident to the ownership and operation of multi-family, residential
rental property. The property is subject to competition for tenants from other
similar types of properties in its area, including other apartment properties
and other forms of multi-family residential housing, as well as single family
housing. Competition is based on factors such as location, rent and services
and amenities provided. If the sale of the Shadow Ridge Meadow property to the
Buyer does not close, the property will be subject to competition from other
properties, on both a national and local level, for a suitable buyer for the
property. The Partnership records land, buildings, and improvements at cost. The largest
depreciable component of a property is the building, which is depreciated using
the straight-line method over its estimated useful life of 27.5 years.
Improvements are depreciated using the straight-line method over their
estimated useful lives of 5 to 15 years. The General Partner believes the
Shadow Ridge Meadows property is adequately covered by insurance. 
 ITEM 3. LEGAL PROCEEDINGS From time to time, we may become involved in various investigations, claims and
legal proceedings that arise in the ordinary course of our business. These
matters may relate to real property, tax, regulation, contract or other
matters. The resolution of these matters if and when they arise will be subject
to various uncertainties. While unfavorable outcomes are possible, we believe
the resolution of these matters, individually or in the aggregate, will not
result in a material adverse effect on our business, financial condition or
results of operations. As of December 31, 2003, neither the Partnership nor its subsidiaries were a
party to any material pending legal proceedings nor was any of their property
the subject of any material pending legal proceedings. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS We did not submit any matters to our limited partners for a vote during the
fourth quarter ended December 31, 2003. 
 PART II 
 ITEM 5. MARKET FOR LIMITED PARTNERSHIP UNITS AND RELATED LIMITED PARTNER MATTERS Market Information There is no established trading market for the Partnerships limited
partnership units and the Partnership does not anticipate that such a market
will develop. Limited Partners As of December 31, 2003, there were approximately 1,034 holders of record of
our Original Limited Partnership Units and 770 holders of record of our Class A
Limited Partnership Units. Distributions As a limited partnership, we do not pay dividends but we may make distributions
to our limited partners from distributable cash from operations in such amounts
and at such times as the General Partner determines to be appropriate,
consistent with sound business practices. Our distributable cash from
operations generally includes the distributions we receive from IGP X Mission
Park Associates, L.P. and IGP X Shadow Ridge Meadows, Ltd. (which are based on
such entities gross operating revenues less their operating expenses,
including management fees, debt payments and the costs of capital improvements,
and reserves) less our operating expenses and reserves. Distributions made from
our distributable cash from operations for a fiscal year, if any, are made in
the following order of priority: 3




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(1) First, 100% to the holders of Class A Limited Partnership Units until
they have received from all sources an amount equal to a 12% per annum
cumulative but noncompounded return on their adjusted capital investment
(Class A Preferred Return); (2) Second, 100% to the holders of Class A Limited Partnership Units until
they have received from all sources an amount in excess of the Class A
Preferred Return equal to their original capital investment; (3) Third, 100% to the holders of Class A Limited Partnership Units in the
amount of $500 per Class A Limited Partnership Unit; (4) Fourth, 100% to the holders of Original Limited Partnership Units
until they have received during such fiscal year an amount equal to a 10% per
annum noncumulative return on their adjusted capital investment; and (5) Fifth, thereafter, 90% to the holders of Original Limited Partnership
Units and 10% to the General Partner. In addition, we may make distributions to our limited partners from
distributable cash from the sale or refinancing of Partnership property (other
than sales made in connection with the liquidation of the Partnership) or from
our working capital reserves. Distributable cash from the sale or refinancing
of a Partnership property generally includes the gross cash proceeds we
received from such transaction less all expenses incurred in connection with
such transaction and the amount paid on any pre-existing indebtedness. Such
distributions, if any, are made in the following order of priority: (1) First, 100% to the holders of Class A Limited Partnership Units until
they have received from all sources an amount equal to the Class A Preferred
Return; (2) Second, 100% to the holders of Class A Limited Partnership Units until
they have received from all sources an amount in excess of the Class A
Preferred Return equal to their original capital investment; (3) Third, 100% to the holders of Class A Limited Partnership Units until
they have received from all sources (in addition to the Class A Preferred
Return and the return of their original capital investment) an amount equal to
$500 per Class A Limited Partnership Unit; (4) Fourth, 100% to the holders of Original Limited Partnership Units
until they have received an amount equal to their adjusted capital investment; (5) Fifth, 100% to nonsubordinated fees, compensation and debts payable to
the General Partner; (6) Sixth, 100% to the holders of Original Limited Partnership Units until
they have received an amount which, when added to any prior distributions
received by them from all sources (other than (4) immediately above), equals a
10% per annum cumulative, but not compounded, return on their adjusted capital
investment; and (7) Seventh, thereafter, 85% to the holders of Original Limited
Partnership Units and 15% to the General Partner. Upon dissolution and termination of the Partnership, the assets of the
Partnership will be liquidated and, after all debts and obligations of the
Partnership to third persons have been satisfied, the proceeds from such
liquidation will be distributed as follows: (1) First, to the payment of creditors of the Partnership, including the
General Partner and limited partners who are creditors to the extent permitted
by law, but excluding secured creditors whose obligations will be assumed or
otherwise transferred on the liquidation of the Partnerships assets; (2) Second, to the setting up of any reserves reasonably necessary for any
contingent or unforeseen liabilities or obligations of the Partnership;
provided, however, that such reserves shall be deposited in an
interest-bearing escrow account for the purpose of disbursing such reserves for
the payment of any such contingencies and, at the expiration of a reasonable
period, for the purpose of distributing the balance remaining in accordance
with below; 4




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(3) Third, 100% to the holders of Class A Limited Partnership Units until
they have received an amount which, when added to any prior distribution to the
holders of Class A Limited Partnership Units from any source, equals the Class
A Preferred Return; (4) Fourth, 100% to the holders of Class A Limited Partnership Units until
they have received an amount which, when added to any prior distribution to the
holders of Class A Limited Partnership Units from any source, equals an amount
in excess of the Class A Preferred Return equal to their original capital
investment; (5) Fifth, 100% to the holders of Class A Limited Partnership Units until
they have received an amount from all sources (in addition to the Class A
Preferred Return and the return of their original capital investment) an amount
equal to $500 per Class A Limited Partnership Unit; (6) Sixth, 100% to the holders of Original Limited Partnership Units until
they have received an amount which, when added to any prior distributions to
the holders of Original Limited Partnership Units from any source (other than a
distribution to provide them an amount equal to their adjusted capital
investment), equals a 10% per annum cumulative, but not compounded, return on
their adjusted capital investment, but not in excess of their positive capital
account balance; (7) Seventh, to the holders of Original Limited Partnership Units in an
amount equal to their positive capital account balance, if any; provided,
however, that if the remaining capital accounts of all holders of Original
Limited Partnership Units exceed the amount of the liquidation proceeds
available for distribution, such distributions shall be made to each holder of
Original Limited Partnership Units in the ratio that the positive balance of
each holders capital account bears to the positive capital account balances of
all holders of Original Limited Partnership Units who have positive capital
account balances; and (8) Eighth, the balance of any such liquidation proceeds, 85% to the
holders of Original Limited Partnership Units and 15% to the General Partner. The Partnership distributed approximately $1,053,000 during its fiscal year
ended December 31, 2003, and $810,000 during its fiscal year ended December 31,
2002, to the holders of its Class A Limited Partnership Units. As of December
31, 2003, neither the holders of Original Limited Partnership Units nor the
General Partner has received any distributions. Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2003, the Partnership did not have any equity compensation
or similar plan. Recent Sales of Unregistered Securities During the fiscal years ended December 31, 2003, 2002 and 2001, we did not sell
any unregistered securities. Purchases of Securities by the Partnership and Affiliated Purchasers During the fiscal year ended December 31, 2003, we did not purchase, nor were
any purchases made on our behalf or by affiliated purchasers, of our limited
partnership units. 
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is intended to help you understand our
financial condition and results of operations for the last two fiscal years
ended December 31, 2003 and December 31, 2002. You should read the following
discussion and analysis together with our audited consolidated financial
statements and the notes to the consolidated financial statements included
under Item 7 in this report. Our future financial condition and results of
operations will vary from our historical financial condition and results of
operations described below. 5




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Recent Developments Sale of Mission Park Property On March 3, 2004, IGP X Mission Park Associates, L.P. sold the Mission Park
property to Pacifica Enterprises, LLC, a California limited liability company,
for a cash purchase price of $36,000,000. After deducting all closing fees and
costs, sales commissions, necessary expenses, amounts used to repay the loan on
the property, prepayment penalties under the terms of the loan, payments of
certain accounts payable and accrued liabilities, and the establishment of a
contingency and capital allowance reserve, the Partnership anticipates that it
will distribute the remaining sales proceeds to its limited partners in
accordance with the Amended and Restated Agreement of Limited Partnership on or
about June 30, 2004. The amount and actual timing of any such distributions may
vary. Proposed Sale of Shadow Ridge Meadows Property On December 8, 2003, IGP X Shadow Ridge Meadows, Ltd. entered into a Purchase
and Sale Agreement and Escrow Instructions with Mark Gosselin, as Trustee of
the Mark Gosselin Trust Dated October 31, 2001 (Buyer) for the sale of the
Shadow Ridge Meadows property for a purchase price of $27,600,000, subject to
the approval of the Partnerships limited partners. The Purchase and Sale
Agreement and Escrow Instructions was amended on January 8, 2004 to extend the
contingency period given to the Buyer to review certain reports and documents
related to the property, and was further amended on February 18, 2004 to
resolve certain issues and claims raised by the Buyer, including a $100,000
reduction in the sale price and a $200,000 credit for certain repairs and
improvements to the property to be made by the Buyer after the close of the
sale of the property. A solicitation statement was filed with the United States Securities and
Exchange Commission (SEC) on March 11, 2004, and was first mailed to the
Partnerships limited partners on or about March 11, 2004, to solicit the votes
of the limited partners for the approval of the sale of the Shadow Ridge
Meadows property and the subsequent liquidation and dissolution of the
Partnership. The approval of a majority of the Partnerships outstanding
limited partnership units is required to approve the sale of Shadow Ridge
Meadows and the subsequent liquidation and dissolution of the Partnership. The
deadline for the limited partners to return their ballots is April 1, 2004. If the Partnerships limited partners approve the sale of the Shadow Ridge
Meadows property and the subsequent liquidation and dissolution of the
Partnership, the property will be sold to the Buyer for a cash purchase price
of $27,500,000, before deducting all closing fees and costs, sales
commissions, credits to the Buyer for repairs and improvements to the property,
necessary expenses, amounts used to repay the loan on the property, prepayment
penalties under the terms of the loan and payments of certain accounts payable
and accrued liabilities of the Partnership. The Partnership anticipates that it
will distribute the sales proceeds remaining after deducting such fees,
expenses and liabilities to its limited partners in accordance with the Amended
and Restated Agreement of Limited Partnership on or about September 30, 2004.
The amount and actual timing of any such distributions may vary. Proposed Liquidation and Dissolution of the Partnership If the sale of the Shadow Ridge Meadows property and the dissolution of the
Partnership are approved, the Partnership will incur additional expenses
associated with winding up the Partnerships affairs. These expenses may
include, among others, wind-up costs and fees, legal fees, accounting fees, tax
preparation and audit fees, investor servicing fees, taxes, and management fees
and costs. The Partnership has established a contingency and capital allowance
reserve of approximately $1,052,300, which it intends to use to cover any
remaining liabilities and unexpected claims, including deferred management fees
owed to the General Partner. Depending on whether any issues or claims arise,
and the outcome of any such issues or claims that do arise, it is anticipated
that any reserves remaining will be distributed to the Partnerships limited
partners within approximately 12 to 16 months after the close of the sale of
the Shadow Ridge Meadows property. The amount and timing of any such
distributions may vary. Upon completion of the distribution of the Partnerships funds and the
liquidation of the Partnership, the General Partner will execute and record a
Certificate of Cancellation and Certificate of Dissolution of the Partnership
and the legal existence of the Partnership will cease. 6




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If the sale of the Shadow Ridge Meadows property and dissolution of the
Partnership are not approved, or if the sale of the Shadow Ridge Meadows
property to the Buyer fails to close for any other reason, the Partnership will
continue to operate and another suitable buyer will be sought for the property. Critical Accounting Policies and Estimates Our consolidated financial statements included under Item 7 in this report have
been prepared in accordance with accounting principles generally accepted in
the United States (GAAP). Our significant accounting policies are described in
the notes to the consolidated financial statements. The preparation of
financial statements in accordance with GAAP requires that we make certain
estimates and assumptions that affect the amounts reported in our financial
statements and their accompanying notes and that require the application of
significant judgment by our management. We base our estimates on our historical
experience, industry standards, and various other assumptions that we believe
are reasonable under the circumstances. Actual results could differ from these
estimates under different assumptions or conditions. An adverse effect on our
financial condition, changes in financial condition, and results of operations
could occur if circumstances change that alter the various assumptions or
conditions used in such estimates or assumptions. Significant estimates used in
our consolidated financial statements include those related to the computation
of depreciation expense, including the assignment of estimated useful lives. Results of Operations  Fiscal 2003 Compared to Fiscal 2002 Rental Revenue Revenues from rents for the year ended December 31, 2003, were $5,623,578, an
increase of 5.0% over rental revenues of $5,355,976 for the year ended December
31, 2002. The main reason for this increase was a lower than expected vacancy
percentage and a steady increase in overall rentals, which were due to a strong
rental market and a lower than average amount of vacant rental property in the
markets in which the Mission Park and Shadow Ridge Meadows properties are
located. Average occupancy rates were essentially unchanged from 2002 to 2003
at approximately 97%. Operating Expenses Operating expenses (exclusive of deprecation and amortization) for the year
ended December 31, 2003, were $2,819,897, an increase of 16.2% from operating
expenses of $2,427,176 for the year ended December 31, 2002. This increase was
primarily due to increases in labor and property costs. Interest Expense Interest expense for the year ended December 31, 2003, was $1,425,545, a
decrease of 1.4% over interest expense of $1,445,424 in the fiscal year ended
December 31, 2002. This difference was due to the reduction in mortgage debt
during fiscal 2003. Depreciation and Amortization Expense For the year ended December 31, 2003, depreciation and amortization expense was
$1,018,949, an increase of 5.5% from the expense of $966,308 in the year ended
December 31, 2002. The increase was attributable primarily to capital
expenditures over prior years that have increased depreciation expense. Liquidity and Cash Flows During the fiscal years ended December 31, 2003 and December 31, 2002, all of
the Partnerships operating and debt service cash requirements were met through
cash generated from operations. Net cash flows provided by operating activities for the fiscal year ended
December 31, 2003 was $1,774,353, compared to $1,703,020 for the fiscal year
ended December 31, 2002. The principal reason for this difference was a steady
increase in rents and a continued stabilization of operating expenses. 7




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Net cash flows used in investing activities for the year ended December 31,
2003, was $366,810 compared to $460,190 for the year ended December 31, 2002.
The decrease in cash used in investing activities was due primarily to a
reduction in the overall requirement of capital expenditures. Net cash flows used in financing activities for the year ended December 31,
2003, was $1,322,470 compared to $1,067,590 for the year ended December 31,
2002. The increase was primarily due to an increase in principal reduction on
outstanding loans and an increase in distributions to our limited partners. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to our limited
partners. Recent Accounting Pronouncements In January 2003, FASB issued Interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities. FIN 46 is effective for variable interest entities
created after January 31, 2003. FIN 46 is an interpretation of Accounting
Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 requires
a variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entitys
activities or entitled to receive a majority of the entitys residual returns
or both. In December 2003, FASB published a revision to FIN 46 (46R) to
clarify some of the provisions of FIN 46 and to exempt certain entities from
its requirements. We do not expect this interpretation as revised to have a
significant impact on our financial condition or results of operations. In April 2003, FASB issued Statement of Financial Accounting Standards No. 149
(SFAS 149), Amendment of Statement 133 on Derivative Instruments and Hedging
Activities. SFAS 149 amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities under Statement 133. SFAS 149
requires that contracts with comparable characteristics be accounted for
similarly. In particular, SFAS 149 (1) clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a
derivative, (2) clarifies when a derivative contains a financing component, and
(3) amends the definition of underlying to conform it to language used in FIN
45. SFAS 149 is effective for contracts entered into or modified after June 30,
2003. We do not expect this statement to have a significant impact on our
financial condition or results of operations. In May 2003, FASB issued Statement of Financial Accounting Standards No. 150
(SFAS 150), Accounting for Certain Financial Instruments with Characteristics
of Both Liabilities and Equity. SFAS 150 establishes standards for how to
classify and measure certain financial instruments with characteristics of both
liabilities and equity. It is effective for financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003. We do not expect this
statement to have a significant impact on our financial condition or results of
operations. In December 2003, FASB issued FASB Statement No. 132 (revised 2003),
Employers Disclosures About Pensions and Other Postretirement Benefits. FASB
Statement No. 132 improves financial statement disclosures for defined benefit
plans and replaces existing FASB disclosure requirements for pensions. We do
not expect this statement to have a significant impact on our financial
condition or results of operations. 8




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##### Table of Contents



ITEM 7. FINANCIAL STATEMENTS Independent Auditors Report To the Board of Directors and Partners
Income Growth Partners, Ltd. X and Subsidiaries
San Diego, California We have audited the consolidated balance sheet of Income Growth Partners, Ltd.
X and Subsidiaries (the Partnership) as of December 31, 2003 and 2002, and
the related consolidated statements of operations, partners deficit and cash
flows for the years then ended and the supplemental financial statement
schedule. These financial statements and schedule are the responsibility of the
Partnerships management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Income
Growth Partners, Ltd. X and Subsidiaries at December 31, 2003 and 2002, and the
consolidated results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the schedule presents fairly, in all material respects,
the information set forth therein. San Diego, California
    
    /s/ PKFMarch 10, 2004
    
    PKFCertified Public AccountantsA Professional Corporation
 9




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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2003 and 2002 2003
    
    2002ASSETSRental Properties (Notes 1 and 3)Land
    
    $
    7,078,365
    
    
    $
    7,078,365Buildings and improvements
    
    
    23,274,049
    
    
    
    22,907,23930,352,414
    
    
    
    29,985,604Less accumulated depreciation
    
    
    (13,838,034
    )
    
    
    (12,909,758
    )16,514,380
    
    
    
    17,075,846Cash and cash equivalents (Notes 1 and 5)
    
    
    690,042
    
    
    
    604,969Deferred loan fees, net of accumulated amortization
of $506,431 in 2003 and $415,758 in 2002
    
    
    270,752
    
    
    
    361,425Prepaid expenses and other assets
    
    
    240,375
    
    
    
    182,775$
    17,715,549
    
    
    $
    18,225,015LIABILITIES AND PARTNERS DEFICITMortgage notes payable (Note 3)
    
    $
    18,420,490
    
    
    $
    18,689,960Other LiabilitiesAccounts payable and accrued liabilities
    
    
    250,173
    
    
    
    144,320Accrued interest payable
    
    
    122,317
    
    
    
    122,317Security deposits
    
    
    229,556
    
    
    
    233,005Total liabilities
    
    
    19,022,536
    
    
    
    19,189,602Commitments and contingencies (Notes 5 and 6)Partners deficitLimited partners deficit
    
    
    (1,278,488
    )
    
    
    (829,498
    )General partners deficit
    
    
    (18,499
    )
    
    
    (125,089
    )Note receivable from general partner (Note 4)
    
    
    (10,000
    )
    
    
    (10,000
    )Total partners deficit
    
    
    (1,306,987
    )
    
    
    (964,587
    )$
    17,715,549
    
    
    $
    18,225,015
 The accompanying notes are an integral part of the consolidated financial statements. 10




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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2003 and 2002 2003
    
    2002RevenuesRents (Note 1)
    
    $
    5,623,578
    
    
    $
    5,355,976Other
    
    
    350,238
    
    
    
    303,866Interest
    
    
    1,175
    
    
    
    2,247Total revenues
    
    
    5,974,991
    
    
    
    5,662,089ExpensesOperating expenses (exclusive of depreciation and
amortization shown separately below)
    
    
    2,819,897
    
    
    
    2,427,176Interest
    
    
    1,425,545
    
    
    
    1,445,424Depreciation and amortization (Note 1)
    
    
    1,018,949
    
    
    
    966,308Total expenses
    
    
    5,264,391
    
    
    
    4,838,908Net income
    
    $
    710,600
    
    
    $
    823,181Basic and diluted per limited partnership unit data (Note 2)Net income
    
    $
    22.43
    
    
    $
    25.98Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926
 The accompanying notes are an integral part of the consolidated financial statements. 11




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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PARTNERS DEFICIT
For the Years Ended December 31, 2003 and 2002 General Partner
    
    Limited PartnerNote
    
    Capital
    
    Original
    
    Class AReceivable
    
    (Deficit)
    
    Partner
    
    Partner
    
    TotalBalance, December 31, 2001
    
    $
    (10,000
    )
    
    $
    (248,566
    )
    
    $
    
    
    
    $
    (719,202
    )
    
    $
    (977,768
    )Distributions (Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (810,000
    )
    
    
    (810,000
    )Net income
    
    
    
    
    
    
    123,477
    
    
    
    
    
    
    
    699,704
    
    
    
    823,181Balance, December 31, 2002
    
    
    (10,000
    )
    
    
    (125,089
    )
    
    
    
    
    
    
    (829,498
    )
    
    
    (964,587
    )Distributions (Note 2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,053,000
    )
    
    
    (1,053,000
    )Net income
    
    
    
    
    
    
    106,590
    
    
    
    
    
    
    
    604,010
    
    
    
    710,600Balance, December 31, 2003
    
    $
    (10,000
    )
    
    $
    (18,499
    )
    
    $
    
    
    
    $
    (1,278,488
    )
    
    $
    (1,306,987
    )
 The accompanying notes are an integral part of the consolidated financial statements. 12




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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2003 and 2002 2003
    
    2002Cash flows from operating activitiesNet income
    
    $
    710,600
    
    
    $
    823,181Adjustments to reconcile net income to net
cash provided by operating activitiesDepreciation (Note 1)
    
    
    928,276
    
    
    
    875,825Amortization
(Note 1)
    
    
    90,673
    
    
    
    90,483Changes in operating assets and liabilitiesPrepaid expenses and other assets
    
    
    (57,600
    )
    
    
    3,406Accounts payable and accrued liabilities
    
    
    105,853
    
    
    
    (96,851
    )Security deposits
    
    
    (3,449
    )
    
    
    6,976Net cash flows provided by operating activities
    
    
    1,774,353
    
    
    
    1,703,020Cash flows from investing activitiesCapital expenditures
    
    
    (366,810
    )
    
    
    (460,190
    )Cash flows from financing activitiesDistributions to partners
    
    
    (1,053,000
    )
    
    
    (810,000
    )Principal payments on mortgage notes payable
    
    
    (269,470
    )
    
    
    (249,590
    )Principal payments on note payable to affiliate
    
    
    
    
    
    
    (8,000
    )Net cash flows used in financing activities
    
    
    (1,322,470
    )
    
    
    (1,067,590
    )Net increase in cash and cash equivalents
    
    
    85,073
    
    
    
    175,240Cash and cash equivalents at beginning of year
    
    
    604,969
    
    
    
    429,729Cash and cash equivalents at end of year
    
    $
    690,042
    
    
    $
    604,969SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid during the year for:Interest
    
    $
    1,425,545
    
    
    $
    1,445,424
 The accompanying notes are an integral part of the consolidated financial statements. 13




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##### Table of Contents



INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003 and 2002 Note 1  Organization and Significant Accounting Policies Organization and Business Income Growth Partners, Ltd. X, a California limited partnership (the Limited
Partnership), and subsidiaries (collectively, the Partnership), was formed
in February 1988, to acquire, operate and hold for investment one or more
parcels of income-producing, multi-family residential real property. As of
December 31, 2003, the Partnership owned a 264 unit building in San Marcos,
California (Mission Park) and a 184 unit building in Vista, California
(Shadow Ridge Meadows). The limited partnership agreement provides that the Partnership shall continue
through February 2021, unless terminated sooner. Income Growth Management, Inc. is the sole general partner of the Limited
Partnership. The general partner has made no cash capital contributions to
date. As of December 31, 2003, there were 1,804 limited partners in the Limited
Partnership. Principles of Consolidation The consolidated financial statements include the accounts of the Limited
Partnership and its wholly-owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation. Disclosure About Segments The Partnership has determined that it operates in one segment. Use of Estimates The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ
from those estimates. Significant estimates used in preparing these
consolidated financial statements include those assumed in computing
depreciation expense. Cash and Cash Equivalents The Partnership considers all highly-liquid investments with original
maturities of three months or less to be cash equivalents. Financial Instruments The Partnerships financial instruments consist primarily of cash and cash
equivalents, accounts payable, accrued liabilities, and mortgage notes
payable. These financial instruments are stated at their respective carrying
values, which approximate their fair values at December 31, 2003 and 2002. Buildings, Improvements, and Depreciation 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. 14




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##### Table of Contents



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. Revenue Recognition 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. Income Taxes No provision has been made for federal or state income taxes on the operations
of the Partnership. Such taxes are imposed on the individual partners for
their respective shares of Partnership income or loss. The tax returns and
amounts of allocable Partnership income or loss of the Partnership are subject
to examination by federal and state taxing authorities. If such examinations
result in a change in the Partnership status or in changes to allocable
Partnership income or loss, the tax liability of the Partnership or the
partners could be changed accordingly. Deferred Loan Fees Deferred loan fees represent expenses incurred in obtaining the Partnerships
mortgage loans payable. These fees are being amortized to expense over the
initial term of the loan using the straight-line method, which approximates the
effective interest method. Advertising The Partnership follows the policy of charging advertising costs to expense as
incurred. Advertising expenses were approximately $109,000 and $102,000 for
2003 and 2002, respectively. New Accounting Standards In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (SFAS 150).
SFAS 150, establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. The adoption of SFAS 150 in the fourth quarter of 2003 had no impact on
the Companys results of operation or financial position. 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 was required to adopt the provisions of SFAS No. 146 during the

first quarter of 2003. The adoption of SFAS No. 146 had no impact on the
Partnership. Note 2  Activities of the Partnership The general partner or its affiliates manage and control the affairs of the
Partnership and has general responsibility for supervising the Partnerships
properties and operations. The general partner and affiliates are compensated
for these efforts as explained in Note 4. The original partnership agreement was amended in October 1994 and provides
that cash distributions from operations are to be determined at the discretion
of the general partner. After adequate working capital reserves have been met,
cash distributions deemed appropriate by the general partner will be made as
set forth therein. 15




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##### Table of Contents



Distribution of Cash from Operations The amended partnership agreement provides that any distributions of cash from
operations will be made in the following order of priority: First, each Class A
Unit receives a 12% cumulative, noncompounded annual return on the balance of
actual funds invested in Class A Units. Second, each Class A Unit receives a
total return of original invested capital. Third, each Class A Unit receives a
$500 bonus. Fourth, each Original Unit holder receives a 10% noncumulative
return on the adjusted balance of original invested capital. Thereafter, 90% of
distributions of cash from operations will be made to the Original Unit holders
and 10% to the general partner. Distributions of $1,053,000 and $810,000 were
made during 2003 and 2002, respectively. Distribution of Cash from Sale or Refinancing The amended partnership agreement provides that any distributions of cash from
a sale or refinancing will be made in the following order of priority: First,
each Class A Unit receives a 12% cumulative non-compounded annual return on the
balance of actual funds invested in Class A Units. Second, each Class A Unit
receives a total return of original invested capital. Third, each Class A Unit
receives a $500 bonus. Fourth, each Original Unit holder receives an amount
equal to the adjusted balance of original invested capital. Fifth, the general
partner receives any nonsubordinated debts payable to them. Sixth, each
Original Unit holder receives a 10% cumulative return on the adjusted balance
of original invested capital (the Preferred Return). Thereafter, 85% of
distributions of cash from sale or refinancing will be made to the Original
Unit holders and 15% to the general partner. As of December 31, 2003, the
general partner has not received any cash distributions from operations or from
a sale or refinancing. Allocation of Net Income/Loss Net income allocation to limited partners and basic and diluted Partnership
unit data were calculated as follows for the years ended December 31: 2003
    
    2002Net income
    
    $
    710,600
    
    
    $
    823,181Percentage allocable to limited partners
    
    
    85
    %
    
    
    85
    %$
    604,010
    
    
    $
    699,704Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926Basic and diluted per limited partnership unit data
    
    $
    22.43
    
    
    $
    25.98
 Net losses are allocated 85% to the limited partners and 15% to the general
partner. Losses in excess of the limited partners capital balances are
allocated 100% to the general partner. Net income will be allocated 100% to the
general partner until the aggregate net income allocated is equal to the
aggregate net losses allocated to the general partner in all previous years.
The balance of net income after the initial allocation to the general partner
shall be allocated 85% to the limited partners and 15% to the general partner. Note 3  Mortgage Notes Payable As of December 31, mortgage notes payable consisted of the following: 2003
    
    2002Mission Park  Mortgage note payable dated December 27, 1995;
collateralized by first trust deed on land and buildings; interest
and principal of $73,144 payable monthly based on 7.76% fixed
annual interest rate; balloon payment of approximately $8,919,000
due in January 2006.
    
    $
    9,261,448
    
    
    $
    9,414,006Shadow Ridge Meadows  Mortgage note payable dated October
27, 1997; collateralized by first trust deed on land and buildings;
interest and principal of $68,106 payable monthly based on
7.49% fixed annual interest rate; balloon payment of approximately
$8,621,000 due in November 2007.
    
    
    9,159,042
    
    
    
    9,275,954$
    18,420,490
    
    
    $
    18,689,960
 16




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##### Table of Contents



Future minimum principal payments on notes payable are as follows: Year Ending December 31,2004
    
    
    288,9192005
    
    
    313,9472006
    
    
    9,065,0882007
    
    
    8,752,536Total
    
    $
    18,420,490
 Note 4  Related Party Transactions Management Fees The Partnerships properties are managed by an affiliate of the general partner
who receives management fees. The fee for each property is equal to 5% of the
operating revenues generated by that property. Management fees aggregated
approximately $297,000 and $284,000 in 2003 and 2002, respectively. As of December 31, 2003, the Partnership had accrued deferred management fees
from prior years of approximately $73,000. Administrative Fees The Partnership has an agreement with the same affiliate which manages the
properties to pay an administrative fee equal to 8% of any amount, including
related professional services, totaling in excess of $5,000, which is expended
for any construction or repair project in or about the properties.
Administrative fees aggregated approximately $13,500 and $20,000 in 2003 and
2002, respectively. Administration Costs The Partnership has an agreement with an affiliate of the general partner who
furnishes certain administrative services and facilities to the Partnership,
including accounting, data processing, duplication and transfer agent expenses,
professional (including, but not limited to, regulatory reporting and legal
services), recording and partner communication expenses. The agreement provides
for reimbursement to the affiliate for actual costs incurred. Reimbursements
paid to the affiliate under the provisions of this agreement aggregated
approximately $155,000 and $192,000 in 2003 and 2002, respectively. Note Receivable from General Partner At December 31, 2003 and 2002, a non-interest bearing note receivable of
$10,000 was due from the general partner for its initial partnership capital
contribution. Subordinated Real Estate Brokerage Commissions If the general partner, or any of its affiliates, render services in
negotiating and implementing the sale of Partnership properties, the general
partner or such affiliates will be paid a real estate brokerage commission in
an amount up to one-half of the commission customarily charged in arms-length
transactions, but not in excess of 3% of the contract price for the property.
Payment of such commission (other than payments in the form of promissory notes
that are subordinated to the return of capital contributions to limited
partners) shall be deferred until the limited partners have received
distributions equal to their total original invested capital, plus the 10%
Preferred Return described in Note 2. No properties were sold in 2003 and
2002. Accordingly, no brokerage commissions were paid by the Partnership. 17




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##### Table of Contents



Note
5 - Concentrations Credit Risk The Partnership maintains cash balances at various financial institutions
primarily located in San Diego, California. Accounts at these institutions are
secured by the Federal Deposit Insurance Corporation up to $100,000. At times,
balances may exceed federally insured limits. The Partnership has not
experienced any losses in such accounts. Management believes that the
Partnership is not exposed to any significant credit risk with respect to its
cash and cash equivalents. Nature of Business Changes in the national and regional economic climates, changes in local real
estate conditions, such as the oversupply of apartments or a reduction in
demand for apartments, competition from single-family housing, apartment
properties and other forms of multi-family residential housing, the inability
to provide adequate maintenance and to obtain adequate insurance, increased
operating costs, changes in zoning, building, environment, rent control and
other laws and regulations, the costs of compliance with current and future
laws, changes in real property taxes and unusual occurrences (such as
earthquakes and floods) and other factors beyond the control of the Partnership
may adversely affect the income from, and value of, the Partnerships
properties. Note 6  Commitments and Contingencies During December 2003, the Partnership entered into real estate sale agreements
for the sales of the Mission Park and Shadow Ridge Meadows properties, subject
to the approval of the limited partners. During January 2004, the purchaser of
the Shadow Ridge Meadows property threatened to sue the Partnership for lack of
disclosure discovered during the due diligence process of the transaction.
This threatened matter was settled during February 2004. During February 2004, management requested the written approval of the sale
agreement of the Mission Park property from the limited partners. On February
20, 2004, the limited partners approved the sale of the Mission Park property. SCHEDULE IIIIncome Growth Partners, Ltd. X and Subsidiaries Schedule III  Real Estate and Accumulated DepreciationFor the Year Ended December 31, 2003 Net Change
    
    Gross Amount at WhichInitial Cost
    
    Subsequent to Acquisition
    
    Carried at Close of PeriodBuildings and
    
    
    
    
    
    Buildings and
    
    
    
    
    
    Buildings andEncumbrances
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Land
    
    ImprovementsShadow Ridge
Meadows
    
    $
    9,159,042
    
    
    $
    3,294,260
    
    
    $
    13,490,802
    
    
    $
    (400,000
    )
    
    $
    1,071,915
    
    
    $
    2,894,260
    
    
    $
    14,562,717Mission Park
    
    
    9,261,448
    
    
    
    4,484,105
    
    
    
    9,821,589
    
    
    
    (300,000
    )
    
    
    (1,110,257
    )
    
    
    4,184,105
    
    
    
    8,711,332$
    18,420,490
    
    
    $
    7,778,365
    
    
    $
    23,312,391
    
    
    $
    (700,000
    )
    
    $
    (     38,342
    )
    
    $
    7,078,365
    
    
    $
    23,274,049
   [Continued from above table, first column(s) repeated] Life on WhichDepreciation inAccumulated
    
    Date of
    
    Date
    
    Latest StatementsTotal
    
    Depreciation
    
    Construction
    
    Acquired
    
    is ComputedShadow Ridge
Meadows
    
    $
    17,456,977
    
    
    $
    6,849,747
    
    
    Jan. 1988
    
    Nov. 1988
    
    27.5 yearsMission Park
    
    
    12,895,437
    
    
    
    6,988,287
    
    
    May 1989
    
    Aug. 1989
    
    27.5 years$
    30,352,414
    
    
    $
    13,838,034
 (a) Reconciliation of total real estate carrying value for the two years ended
December 31, 2003: 2003
    
    2002Balance at beginning of year
    
    $
    29,985,604
    
    
    $
    29,525,414Acquisitions
    
    
    366,810
    
    
    
    460,190Balance at end of year
    
    $
    30,352,414
    
    
    $
    29,985,604
 (b) Reconciliation of accumulated depreciation for the two years ended December
31, 2003: 2003
    
    2002Balance at beginning of year
    
    $
    12,909,758
    
    
    $
    12,033,933Expense
    
    
    928,276
    
    
    
    875,825Balance at end of year
    
    $
    13,838,034
    
    
    $
    12,909,758
 
 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Nation Smith Hermes Diamond resigned as the Partnerships principal accountant
to audit the Partnerships financial statements effective as of December 12,
2002, as reported in the Partnerships Current Report on Form 8-K dated
December 27, 2002 and filed with the SEC on December 27, 2002. Nation Smith
Hermes Diamond did not render a report on the Partnerships financial
statements for the last two fiscal years ended December 31, 2003 and December
31, 2002. Effective December 10, 2002, PKF was engaged as the Partnerships
independent auditors and rendered a report on the Partnerships financial
statements for the last two fiscal years ended December 31, 2003 and December
31, 2002. 
 ITEM 8A. CONTROLS AND PROCEDURES We maintain certain disclosure controls and procedures. They are designed to
help ensure that material information is: (1) gathered and communicated to the
General Partner and its management, including its principal executive and
financial officers, on a timely basis; and (2) recorded, processed, summarized,
reported and filed with the SEC as required under the Securities Exchange Act
of 1934. 18




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##### Table of Contents



Our General Partners President and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures as of December 31,
2003. Based on their evaluation, they concluded that our disclosure controls
and procedures were effective for their intended purpose described above.
There were no changes to our internal controls during the fourth quarter ended
December 31, 2003 that have materially affected, or that are reasonably likely
to materially affect, our internal controls. 
 PART III 
 ITEM 9. GENERAL PARTNER, DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
               SECTION 16(A) OF THE EXCHANGE ACT General Partner, and its Directors and Executive Officers As a limited partnership, the Partnership does not have a board of directors or
executive officers. Subject to certain restrictions set forth in the
Partnerships Amended and Restated Agreement of Limited Partnership, the
Partnerships General Partner has exclusive control over the management of the
Partnerships business and affairs. The name and age of each of the General
Partners directors and executive officers, as well as their positions with the
General Partner and business experience are shown below. David Maurer and
Timothy Maurer are brothers. David W. Maurer(Age 51)
Director, Chief Executive Officer and President of the General Partner
Director and Officer since 1992 In addition to serving as an officer and director of the General Partner, Mr.
Maurer is also an officer and director of IGP X Mission Park, Inc. and IGP X
Shadow Ridge Meadows, Inc., and has served as the President and Director of ENA
Corporation, an affiliate of the General Partner, since 1979. He has been
involved in real estate syndications and property management since 1980, and in
real estate development and construction since 1974. Mr. Maurer received a
Bachelor of Arts degree in 1974 from the University of California, San Diego. Timothy C. Maurer(Age 54)
Director, Chief Financial Officer and Secretary of the General Partner
Director and Officer since 1988 In addition to serving as an officer and director of the General Partner, Mr.
Maurer is also an officer and director of IGP X Mission Park, Inc. and IGP X
Shadow Ridge Meadows, Inc. He has been involved in real estate syndications,
development, design and construction since 1975. He received a Bachelor of Fine
Arts degree in 1972 from the California College of Arts and Crafts in Oakland,
California. Robert H. Green(Age 46)
Director and Vice President of Operations of the General Partner
Director and Officer since 1988 In addition to serving as an officer and director of the General Partner, Mr.
Green is also an officer and director of IGP X Mission Park, Inc. and IGP X
Shadow Ridge Meadows, Inc., and has served as Director of Property Management
of ENA Corporation, an affiliate of the General Partner, since 1988. He has
been directly involved in property management since 1980. Mr. Green worked for
four years with Coldwell Banker Real Estate Management Services in San Diego,
California, where he managed both commercial and residential property.
Previously, he worked for four years with C&R Realty Company, where he managed
over 75 residential properties in Oregon and Washington. Mr. Green received a
Bachelor of Arts degree in 1980 from Pacific University in Forest Grove,
Oregon. Audit Committee Neither the Partnership nor the Board of Directors of the General Partner has
an audit committee or a committee performing similar functions. David W.
Maurer, a director of the General Partner, performs some of the functions of an
audit committee related to the approval of the engagement of our independent
auditors. In light of the possible 19




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near term liquidation and dissolution of the Partnership, the Partnership does
not currently intend to establish a formal audit committee. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
General Partners directors and executive officers, and any person who owns
more than 10% of our limited partnership units, to file with the SEC initial
reports of ownership of our limited partnership units within 10 days of
becoming a director, executive officer or greater than 10% unit holder, and
reports of changes in ownership of our limited partnership units before the end
of the second business day following the day on which a transaction resulting
in a change of ownership occurs. Directors, executive officers and greater than 10% unit holders are required by
SEC regulations to provide us with copies of all Section 16(a) forms they file.
To our knowledge, based solely on our review of the copies of such reports
provided to us, during the fiscal year ended December 31, 2003, all Section
16(a) filing requirements applicable to the General Partners directors and
executive officers were complied with, except for the following reports that
were not timely filed: (i) David W. Maurer filed two reports on March 23, 2004,
one to report becoming a director and executive officer of our General Partner
on August 29, 1992, and the other to report an indirect ownership of 10
Original Limited Partnership Units acquired on January 1, 1994; (ii) Timothy C.
Maurer filed two reports on March 23, 2004, one to report his positions as a
director and executive officer of our General Partner as of January 3, 1991,
the effective date of the initial registration of the Partnerships Original
Limited Partnership Units pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, and the other to report an indirect ownership of 10
Original Limited Partnership Units acquired on January 1, 1994; and (iii)
Robert H. Green filed two reports on March 23, 2004, one to report his
positions as a director and executive officer of our General Partner as of
January 3, 1991, the effective date of the initial registration of the
Partnerships Original Limited Partnership Units pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, and the other to report four
separate acquisitions of Original Limited Partnership Units, the first
occurring on January 20, 1999. Code of Ethics Neither the Partnership nor its General Partner has adopted a code of ethics
that applies to its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. A code of ethics relates to written standards that are reasonably
designed to deter wrongdoing and to promote: (1) Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships; (2) Full, fair, accurate, timely, and understandable disclosure in reports
and documents that the Partnership files with, or submits to, the SEC and in
other public communications made by the Partnership; (3) Compliance with applicable governmental laws, rules and regulations; (4) The prompt internal reporting of violations of the code to an
appropriate person or persons identified in the code; and (5) Accountability for adherence to the code. Our decision to not adopt a code of ethics results from the closely held nature
of our General Partner and the possible near term liquidation and dissolution
of the Partnership. Notwithstanding that we have not adopted a formal code of
ethics, the Partnership, its General Partner, and the executive officers of the
General Partner strive to abide by the principals and standards set forth above
in the conduct of the business of the Partnership. 20




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ITEM 10. EXECUTIVE COMPENSATION The Partnership has no executive officers or directors and has not directly
paid, nor is it required to pay, any compensation or benefits to the directors
or executive officers of the General Partner. Pursuant to the Partnerships Amended and Restated Limited Partnership
Agreement, the General Partner is entitled to receive certain distributions of
cash from operations, from the sale or refinancing of Partnership property or
working capital reserves, and upon liquidation. As of December 31, 2003, the
General Partner had not received any distributions from the Partnership. In accordance with the terms of the Amended and Restated Agreement of Limited
Partnership of the Partnership, the General Partner is at all times responsible
for providing to the Partnership, either through its own employees or other
agents, who may be affiliates of the General Partner, or by qualified real
property managers engaged by it, property management services for the
Partnerships properties. For such services, the General Partner (or its
affiliates) is entitled to receive a monthly management fee equal to 5% of the
gross property revenues, provided such fees are competitive in price and terms
with that which would be charged by a non-affiliated person for comparable
services. In addition, the General Partner (or its affiliates) is entitled to
reimbursement for all accounting, documentation, professional (including, but
not limited to, regulatory reporting and legal services), recording and partner
communication expenses incurred for the Partnership. Such expenses shall be
reimbursed in amounts equal to the lower of actual cost or 90% of the rates
customarily charged for similar services or facilities in the same or
comparable geographic location by non-affiliates. The Partnership will not
reimburse the General Partner (or its affiliates) for its general and
administrative overhead or any of the expenses of any of the officers and
directors of the General Partner (or its affiliates) not directly attributable
to the rendering of services or providing facilities to the Partnership. As permitted by the Amended and Restated Agreement of Limited Partnership, the
General Partner has retained ENA Corporation, an affiliate of the General
Partner, to provide management and administrative services to the Partnership.
The total management fees paid and administrative costs reimbursed to the
General Partner and its affiliates during the fiscal years ended December 31,
2003 and December 31, 2002, were: 2003
    
    2002Management fees
    
    $
    297,000
    
    
    $
    284,000Administrative costs reimbursed
    
    
    155,000
    
    
    
    192,000
 As of December 31, 2003, the Partnership had accrued deferred management fees
from prior years of approximately $73,000. In addition, ENA Corporation also receives an administrative fee equal to 8% of
any amount, including related professional services, totaling in excess of
$5,000, which is expended for any construction or repair project in or about
the Partnerships properties. Administrative fees for the fiscal years ended
December 31, 2003 and December 31, 2002, were: 2003
    
    2002Administrative fees
    
    $
    13,500
    
    
    $
    20,000
 
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED
LIMITED PARTNER MATTERS The Partnership does not have any equity compensation plans and no securities
are authorized for issuance under any such plans. The following table sets forth information on the beneficial ownership of our
limited partnership units by the General Partner and executive officers and
directors of the General Partner, as well as holders of limited partnership 21




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units who are known by us to own beneficially more than 5% of any class of our
limited partnership units, as of March 10, 2004. Amount and Nature ofTitle of Class
    
    Name and Address of Beneficial Owner
    
    Beneficial Ownership1
    
    Percent of ClassOriginal Limited
Partnership Units
    
    Everest Investors 10, LLC and affiliates
155 N. Lake Ave., Suite 1000
Pasadena, CA 91101
    
    2911.52
    
    
    15.46
    %Original Limited
Partnership Units
    
    Income Growth Management, Inc.
11230 Sorrento Valley Road, Suite 220
San Diego, CA 92121General Partner of the Partnership
    
    103
    
    
    0.05
    %Original Limited
Partnership Units
    
    Robert Green
11230 Sorrento Valley Road, Suite 220
San Diego, CA 92121Director and Vice President of Operations of
Income Growth Management, Inc.
    
    
    37
    
    
    
    0.20
    %Original Limited
Partnership Units
    
    All directors and executive officers as a group
    
    
    47
    
    
    
    0.25
    %
 No other person or group is known by the Partnership to own beneficially more
than 5% of the outstanding Original Limited Partnership Units or the Class A
Limited Partnership Units. 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Partnership may from time to time engage in various transactions involving
its General Partner and/or the officers, directors and/or affiliates of the
General Partner. During the last two fiscal years ended December 31, 2003 and
December 31, 2002, the Partnership was not a party to any transaction or
proposed transaction in which the General Partner or any of the General
Partners officers, directors or affiliates had a direct or indirect material
interest other than the compensation set forth under Item 10 of this report and
the transaction set forth below. In accordance with the terms of the Amended and Restated Agreement of Limited
Partnership, the General Partner or its affiliates are entitled to receive
certain commissions on the sale of the Partnerships properties. In connection
with the proposed sale of the Shadow Ridge Meadows Property, it is anticipated
that if the sale closes, the General Partner will receive a sales commission
equal to approximately 0.5% of the sale price of the property or $137,500. 
 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K Exhibits The following exhibit index shows those exhibits filed with this report
and those incorporated by reference:   1
    
    A person is considered to beneficially own any limited partnership units: (i)
over which the person exercises sole or shared voting or investment power, or
(ii) of which the person has the right to acquire beneficial ownership at any
time within 60 days. Unless otherwise indicated, voting and investment power
relating to the limited partnership units shown in the table is exercised
solely by the beneficial owner or shared by the owner and the owners spouse or
children.2
    
    Represents the total number of Original Limited Partnership Units held by
Everest Investors 10, LLC and its affiliates, Everest Management, LLC,
Millenium Management, LLC, Everest Properties, Inc., and Everest Properties II,
LLC. In addition to the Original Limited Partnership Units shown, Everest
Investors 10, LLC and certain of its affiliates own approximately 256.5 Class A
Limited Partnership Units or 3.2% of the outstanding Class A Limited
Partnership Units.3
    
    David Maurer and Timothy Maurer, officers and directors of Income Growth
Management, Inc., the Partnerships General Partner, each have a 25% ownership
interest in the General Partner. 22




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EXHIBIT INDEX ExhibitNumber
    
    Description3(i).1
    
    Certificate of Limited Partnership of Income Growth Partners,
Ltd. X, a California limited partnership, filed with the
California Secretary of State on February 16, 1988.
    
    *3(i).2
    
    Amendment to Certificate of Limited Partnership of Income Growth
Partners, Ltd. X, a California limited partnership, filed with
the California Secretary of State on February 24, 1993.
    
    *3(i).3
    
    Amendment to Certificate of Limited Partnership of Income Growth
Partners, Ltd. X, a California limited partnership, filed with
the California Secretary of State on March 8, 1994.
    
    *3(i).4
    
    Amendment to Certificate of Limited Partnership of Income Growth
Partners, Ltd. X, a California limited partnership, filed with
the California Secretary of State on December 11, 1995.
    
    *4
    
    Amended and Restated Agreement of Limited Partnership of Income
Growth Partners, Ltd. X, a California limited partnership,
incorporated herein by reference to Exhibit B of Exhibit 2.2 of
the Partnerships Quarterly Report on Form 10-Q filed with the
commission for the quarterly period ended September 30, 1994.10.1
    
    Purchase and Sale Agreement and Escrow Instructions by and
between IGP X Mission Park Associates, L.P. and Pacifica
Enterprises, LLC dated effective as of December 2, 2003,
incorporated herein by reference to Exhibit 10.1 of the
Partnerships Current Report on Form 8-K dated March 3, 2004,
filed with the commission on March 18, 2004.10.2
    
    First Amendment to Purchase and Sale Agreement and Escrow
Instructions by and between IGP X Mission Park Associates, L.P.
and Pacifica Enterprises, LLC dated effective as of February 9,
2004, incorporated herein by reference to Exhibit 10.2 of the
Partnerships Current Report on Form 8-K dated March 3, 2004,
filed with the commission on March 18, 2004.10.3
    
    Agreement of Limited Partnership of IGP X Mission Park
Associates, L.P., a California limited partnership, by and among
Income Growth Management, Inc., a California corporation, IGP X
Mission Park Inc., a California corporation, and Income Growth
Partners, Ltd. X, a California limited partnership, incorporated
herein by reference to Exhibit 4.3 of the Partnerships Current
Report on Form 8-K dated December 27, 1995, filed with the
commission on January 11, 1996.10.4
    
    Agreement of Limited Partnership of IGP X Shadow Ridge Meadows,
Ltd., a California limited partnership, by and among Income
Growth Management, Inc., a California corporation, IGP X Shadow
Ridge Meadows Inc., a California corporation, and Income Growth
Partners, Ltd. X, a California limited partnership., dated
August 10, 1997, incorporated herein by reference to Exhibit 4.4
of the Partnerships Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, filed with the commission on March
27, 1998.10.5
    
    Purchase and Sale Agreement and Escrow Instructions by and
between IGP X Shadow Ridge Meadows, Ltd. and Mark Gosselin, as
trustee of the Mark Gosselin Trust dated October 31, 2001, dated
effective as of December 8, 2003.
    
    *10.6
    
    First Amendment to the Purchase and Sale Agreement and Escrow
Instructions by and between IGP X Shadow Ridge Meadows, Ltd. and
Mark Gosselin, as trustee of the Mark Gosselin Trust dated
October 31, 2001, dated effective as of January 8, 2004.
    
    *10.7
    
    Second Amendment to the Purchase and Sale Agreement and Escrow
Instructions by and between IGP X Shadow Ridge Meadows, Ltd. and
Mark Gosselin, as trustee of the Mark Gosselin Trust dated
October 31, 2001, dated effective as of February 18, 2004.
    
    *
 23




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ExhibitNumber
    
    Description16
    
    Letter dated December 27, 2002 from Nation Smith Hermes Diamond
incorporated herein by reference to Exhibit 16.1 of the
Partnerships Current Report on Form 8-K dated December 27,
2002, filed with the commission on December 27, 2002.21
    
    List of subsidiaries
    
    *31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
    
    *31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
    
    *32
    
    Section 1350 Certification
    
    *
   *
    
    Filed herewith. Reports on Form 8-K We did not file any reports on Form 8-K during the fourth quarter ended
December 31, 2003. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed to the Partnership by PKF, certified public
accountants, our independent auditors, for professional services rendered for
the audit of our annual financial statements for the fiscal years ended
December 31, 2003 and December 31, 2002, and the reviews of the financial
statements included in our Quarterly Reports on Form 10-QSB during the fiscal
year ended December 31, 2003, were: 2003
    
    2002$29,444
    
    $
    4,000
 PKF became our independent auditors on December 10, 2002. Thus, while PKF
rendered an opinion on our annual financial statements for the fiscal year
ended December 31, 2002, PKF did not review any of the financial statements
included in our Quarterly Reports on Form 10-QSB during the fiscal year ended
December 31, 2002. The financial statements included in our Quarterly Reports
on Form 10-QSB during the fiscal year ended December 31, 2002 were reviewed by
our former independent auditors. Audit-Related Fees For each of the last two fiscal years ended December 31, no fees were billed to
the Partnership by PKF for assurance and related services reasonably related to
the performance of the audit or review of our financial statements and not
included under Audit Fees above. Tax Fees For each of the last two fiscal years ended December 31, no fees were billed to
the Partnership by PKF for professional services for tax compliance, tax
advice, or tax planning. All Other Fees For each of the last two fiscal years ended December 31, no fees were billed to
the Partnership by PKF for products or services provided, other than for
services included under Audit Fees above. Pre-Approval Policies and Procedures As a limited partnership, the Partnership does not have a board of directors.
Neither the Partnership nor the Board of Directors of the General Partner has
an audit committee. All engagements for services to the Partnership by PKF or 24




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other independent auditors are subject to prior approval by one or more members
of the General Partners Board of Directors. 25




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SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. Date: March 29, 2004INCOME GROWTH PARTNERS, LTD. X,A CALIFORNIA LIMITED PARTNERSHIPBy:
    
    Income Growth Management, Inc.,a California corporation, its General PartnerBy:
    
    /s/ David W. MaurerDavid W. Maurer, President
 In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant, in the capacities and on the
dates indicated. Signature
    
    Title
    
    Date/s/ David W. Maurer

(David W. Maurer)
    
    Director, Chief Executive Officer and President     
of Income Growth Management, Inc., the registrants
general partner
(principal executive officer)
    
    March 29, 2004/s/ Timothy C. Maurer

(Timothy C. Maurer)
    
    Director, Chief Financial Officer and Secretary of
Income Growth Management, Inc., the registrants
general partner
(principal financial officer)
    
    March 29, 2004/s/ Robert H. Green

(Robert H. Green)
    
    Director and Vice President of Operations of Income
Growth Management, Inc., the registrants general
partner
    
    March 29, 2004
 26