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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
   FORM 10-QSB QUARTERLY REPORT
under Section 13 or 15(d)
of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004 0-18528
(Commission file number) INCOME GROWTH PARTNERS, LTD. X,
A CALIFORNIA LIMITED PARTNERSHIP  California
    
    33-0294177(State of incorporation)
    
    (IRS Employer Identification No.)
 11230 Sorrento Valley Road, Suite 220San Diego, California 92121
    
    (858) 457-2750(Address of principal executive offices)
    
    (Registrants telephone number)
 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 such filing requirements for the past 90 days. Yes x No
o Transitional Small Business Disclosure Format (Check one): Yes o
No x




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TABLE OF CONTENTS PageSPECIAL NOTE
    
    FORWARD-LOOKING STATEMENTS
    
    
    1PART I
    
    FINANCIAL INFORMATION
    
    
    2Item 1.
    
    Financial Statements
    
    
    2Consolidated Balance Sheets
    
    
    2Consolidated Statements of Operations
    
    
    3Consolidated Statements of Cash Flows
    
    
    4Notes to Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    8Item 3.
    
    Controls and Procedures
    
    
    11PART II
    
    OTHER INFORMATION
    
    
    12Item 1.
    
    Legal Proceedings
    
    
    12Item 2.
    
    Changes in Securities
    
    
    12Item 3.
    
    Defaults Upon Senior Securities
    
    
    12Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    12Item 5.
    
    Other Information
    
    
    12Item 6.
    
    Exhibits and Reports on Form 8-K
    
    
    12SIGNATURES
    
    
    
    
    
    
    15EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  (i)




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SPECIAL NOTE  FORWARD-LOOKING STATEMENTS Certain statements in this report 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. These
factors include, among others, the risks described in this report, as well as
in other reports and documents we file with the SEC. Unless the context requires otherwise, all references in this report to the
Partnership, we, our, and us refer to Income Growth Partners, Ltd. X, a
California limited partnership. 1




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PART I  FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES 
 CONSOLIDATED BALANCE SHEETS
 March 31,
    
    December 31,2004
    
    2003(Unaudited)ASSETSRental propertiesLand
    
    $
    2,894,260
    
    
    $
    2,894,260Buildings and improvements
    
    
    14,578,029
    
    
    
    14,562,71717,472,289
    
    
    
    17,456,977Less accumulated depreciation
    
    
    (6,987,448
    )
    
    
    (6,849,748
    )10,484,841
    
    
    
    10,607,229Cash and cash equivalents
    
    
    23,105,096
    
    
    
    369,935Deferred loan fees, net of accumulated amortization of $214,622 in 2004 and
$506,431 in 2003
    
    
    212,478
    
    
    
    198,205Prepaid expenses and other assets
    
    
    155,762
    
    
    
    86,862Net assets from discontinued operations
    
    
    323,054
    
    
    
    $
    34,281,231
    
    
    $
    11,262,231LIABILITIES AND PARTNERS CAPITAL (DEFICIT)Mortgage loans payable
    
    $
    9,127,963
    
    
    $
    9,159,042Other liabilitiesAccounts payable and accrued liabilities
    
    
    776,797
    
    
    
    193,913Accrued interest payable
    
    
    60,526
    
    
    
    60,526Security deposits
    
    
    77,888
    
    
    
    83,240Net liabilities from discontinued operations
    
    
    
    
    
    
    3,072,50010,043,174
    
    
    
    12,569,221Commitments and contingencies
    
    
    
    
    
    
    Partners capital (deficit)
    
    
    24,248,057
    
    
    
    (1,296,990
    )Note receivable from general partner
    
    
    (10,000
    )
    
    
    (10,000
    )$
    34,281,231
    
    
    $
    11,262,231
 See accompanying notes to consolidated financial statements, which are an integral part of these financial statements. 2




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three months endedMarch 31,2004
    
    2003REVENUESRents
    
    $
    861,824
    
    
    $
    856,733Other
    
    
    109,044
    
    
    
    69,922Total revenues
    
    
    970,868
    
    
    
    926,655EXPENSESOperating expenses
    
    
    513,719
    
    
    
    458,949Depreciation and amortization
    
    
    184,474
    
    
    
    183,974Interest
    
    
    233,132
    
    
    
    234,419Total expenses
    
    
    931,325
    
    
    
    877,342Income from continuing operations
    
    $
    39,543
    
    
    $
    49,313Discontinued operationsIncome from discontinued operations (including
gain on sale of $28,846,966)
    
    $
    28,858,993
    
    
    $
    114,040Net income
    
    $
    28,898,536
    
    
    $
    163,353BASIC AND DILUTED PER LIMITED PARTNERSHIP UNIT DATANet income per limited partnership unit
    
    $
    912.27
    
    
    $
    5.16DISTRIBUTIONS PER CLASS A LIMITED PARTNERSHIP UNIT
HOLDER
    
    $
    414.01
    
    
    $
    30.00Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926
 See accompanying notes to consolidated financial statements, which are an integral part of these financial statements. 3




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months EndedMarch 31,2004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIESIncome from continuing operations
    
    $
    39,543
    
    
    $
    49,313Adjustments to reconcile income from continuing operations to
net cash provided by continuing operating activities:Depreciation and amortization
    
    
    184,474
    
    
    
    183,974Changes in operating assets and liabilities:Increase (decrease) in prepaid expenses and other assets
    
    
    (96,400
    )
    
    
    (69,680
    )Increase (decrease) in accounts payable, accrued
liabilities and accrued interest payable
    
    
    582,884
    
    
    
    60,410Security deposits
    
    
    (5,352
    )
    
    
    (6,579
    )Net cash provided by continuing operating activities
    
    
    705,149
    
    
    
    217,438Net cash provided by discontinued operations
    
    
    25,463,440
    
    
    
    101,842CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
    
    
    (48,858
    )
    
    
    (69,938
    )Net cash used in investing activities
    
    
    (48,858
    )
    
    
    (69,938
    )CASH FLOWS FROM FINANCING ACTIVITIESPrincipal payments under mortgage debt
    
    
    (31,079
    )
    
    
    (30,778
    )Distributions to investors
    
    
    (3,353,491
    )
    
    
    (243,000
    )Net cash used in financing activities
    
    
    (3,384,570
    )
    
    
    (273,778
    )Net increase (decrease) in cash and cash equivalents
    
    
    22,735,161
    
    
    
    (24,436
    )Cash and cash equivalents at beginning of period
    
    
    369,935
    
    
    
    394,460Cash and cash equivalents at end of period
    
    $
    23,105,096
    
    
    $
    370,024
 See accompanying notes to consolidated financial statements, which are an integral part of these financial statements. 4




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 A. Basis of Presentation and Significant Accounting Policies The accompanying interim, unaudited, consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB and applicable
rules and regulations. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. In the General Partners
opinion, all adjustments necessary for a fair presentation of the financial
position, results of operations and cash flows have been included and are of a
normal, recurring nature. The results of operations for the three months ended
March 31, 2004 are not necessarily indicative of the operating results for the
full fiscal year or any future periods. You should read the financial statements and these notes, which are an integral
part of the financial statements, together with our audited financial
statements included in our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003 (2003 Annual Report). The accounting policies used to
prepare the financial statements included in this report are the same as those
described in the notes to the consolidated financial statements in our 2003
Annual Report unless otherwise noted below. We have reclassified certain prior period amounts to conform to the current
year presentation. B. Discontinued Operations On March 3, 2004, IGP X Mission Park Associates, L.P., a California limited
partnership and a wholly-owned subsidiary of the Partnership, closed the sale
of that certain 264 unit apartment complex located at 201-230 Woodland Parkway,
San Marcos, California, known as Mission Park, to Pacifica Enterprises, LLC, a
California limited liability company, for a cash purchase price of $36,000,000. For purposes of presentation in the accompanying financial statements, all
activity relating to the Mission Park property from February 20, 2004, the date
of approval of the sale of the Mission Park property by the limited partners,
has been classified as discontinued operations. As such, the results of the
sale of the Mission Park property have been included as discontinued operations
in the financial statements for the three months ended March 31, 2004. The
results of operations for the Mission Park property for the three months ended
March 31, 2003 have been reclassified as discontinued operations for
comparative purposes. The assets and liabilities relating to the Mission Park
property have been reclassified in the December 31, 2003 balance sheet as net
liabilities of discontinued operations for comparative purposes. The results of
the sale of the Mission Park property have not been recorded in the December
31, 2003 balance sheet. See Recent Developments under Item 2 in this report
for more information about the sale of the Mission Park property. 5




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The following is a summary of the net assets (liabilities) relating to the
Mission Park property as of March 31, 2004 and December 31, 2003: March 31,
    
    December 31,2004
    
    2003Rental propertiesLand
    
    $
    
    
    
    $
    4,184,105Buildings and improvements
    
    
    
    
    
    
    8,711,332
    
    
    
    12,895,437Less accumulated depreciation
    
    
    
    
    
    
    (6,988,287
    )
    
    
    
    5,907,150Cash and cash equivalents
    
    
    307,520
    
    
    
    320,106Deferred loan fees
    
    
    
    
    
    
    72,548Prepaid expenses
    
    
    78,947
    
    
    
    153,513Total assets
    
    $
    386,467
    
    
    $
    6,453,317Mortgage loans payable
    
    $
    
    
    
    $
    9,261,448Accounts payable and accrued liabilities
    
    
    63,413
    
    
    
    56,263Accrued interest payable
    
    
    
    
    
    
    61,790Security deposits
    
    
    
    
    
    
    146,316Total liabilities
    
    $
    63,413
    
    
    $
    9,525,817Net assets (liabilities) of discontinued operations
    
    $
    323,054
    
    
    $
    (3,072,500
    )
 C. Allocation of Net Income Net income allocation to limited partners and basic and diluted per limited
partnership unit data were calculated as follows for the three months ended
March 31, 2004 and March 31, 2003: March 31,
    
    March 31,2004
    
    2003Net income
    
    $
    28,898,536
    
    
    $
    163,353Percentage allocable to limited partners
    
    
    85
    %
    
    
    85
    %$
    24,563,756
    
    
    $
    138,850Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926Basic and diluted per limited partnership unit data
    
    $
    912.27
    
    
    $
    5.16
 D. Pro Forma Financial Information The following unaudited pro forma consolidated statement of operations for the
three months ended March 31, 2004 and March 31, 2003 give effect to the sale of
the Mission Park property and reflect the results of operations of the
Partnership as if the sale of the Mission Park property had been completed on
January 1 of each three month period presented, resulting in rental operations
for the Partnerships Shadow Ridge Meadows property only and general
Partnership administrative expenses for each period presented. The pro forma
adjustments reflect the following:  (i)
    
    The reclassification of all activities of the Mission Park property
to discontinued operations;(ii)
    
    The sale price of the Mission Park property was $36,000,000;(iii)
    
    Payment of all costs associated with the sale of the Mission Park
property;(iv)
    
    The repayment of all indebtedness of the Mission Park
property and payment of the prepayment penalty on the Mission Park
property mortgage; and(v)
    
    The adjustment of gain on sale for actual depreciation and
amortization taken on the Mission Park property from January 1 of
the period to the date of sale. 6




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the three months ended March 31, 2004 March 31, 2004
    
    Pro Forma
    
    March 31, 2004Actual
    
    Adjustments
    
    As AdjustedREVENUESRents
    
    $
    861,824
    
    
    $
    (264,179
    )
    
    $
    597,645Other
    
    
    109,044
    
    
    
    (23,627
    )
    
    
    85,417Total revenues
    
    
    970,868
    
    
    
    (287,806
    )
    
    
    683,062EXPENSESOperating expenses
    
    
    513,719
    
    
    
    (151,359
    )
    
    
    362,360Depreciation and amortization
    
    
    184,474
    
    
    
    (33,047
    )
    
    
    151,427Interest
    
    
    233,132
    
    
    
    (59,891
    )
    
    
    173,241Total expenses
    
    
    931,325
    
    
    
    (244,297
    )
    
    
    687,028Income (Loss) from continuing operations
    
    $
    39,543
    
    
    $
    (43,509
    )
    
    $
    (3,966
    )Income from discontinued operations
    
    $
    28,858,993
    
    
    $
    (45,074
    )
    
    $
    28,813,919Net Income
    
    $
    28,898,536
    
    
    $
    (88,583
    )
    
    $
    28,809,953BASIC AND DILUTED PER LIMITED PARTNERSHIP
UNIT DATANet income (loss) per limited partnership unit
    
    $
    912.27
    
    
    $
    (2.80
    )
    
    $
    909.47DISTRIBUTION PER CLASS A LIMITED PARTNERSHIP
UNIT HOLDER
    
    $
    414.01
    
    
    $
    
    
    
    $
    414.01Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926
 7




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS For the three months ended March 31, 2003 March 31, 2003
    
    Pro Forma
    
    March 31, 2003Actual
    
    Adjustments
    
    As AdjustedREVENUESRents
    
    $
    856,733
    
    
    $
    (262,441
    )
    
    $
    594,292Other
    
    
    69,922
    
    
    
    (20,430
    )
    
    
    49,492Total revenues
    
    
    926,655
    
    
    
    (282,871
    )
    
    
    643,784EXPENSESOperating expenses
    
    
    458,949
    
    
    
    (128,630
    )
    
    
    330,319Depreciation and amortization
    
    
    183,974
    
    
    
    (33,047
    )
    
    
    150,927Interest
    
    
    234,419
    
    
    
    (60,877
    )
    
    
    173,542Total expenses
    
    
    877,342
    
    
    
    (222,554
    )
    
    
    654,788Income (Loss) from continuing operations
    
    $
    49,313
    
    
    $
    (60,317
    )
    
    $
    (11,004
    )Income from discontinued operations
    
    $
    114,040
    
    
    $
    28,451,260
    
    
    $
    28,565,300Net Income
    
    $
    163,353
    
    
    $
    28,390,943
    
    
    $
    28,554,296BASIC AND DILUTED PER LIMITED PARTNERSHIP
UNIT DATANet income (loss) per limited partnership unit
    
    $
    5.16
    
    
    $
    896.24
    
    
    $
    901.40DISTRIBUTION PER CLASS A LIMITED PARTNERSHIP
UNIT HOLDER
    
    $
    30.00
    
    
    $
    513.40
    
    
    $
    543.40Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926
 D. Subsequent Events On April 1, 2004, the Partnerships limited partners approved the sale of the
Shadow Ridge Meadows property and the subsequent liquidation and dissolution of
the Partnership. The sale of the Shadow Ridge Meadows property is anticipated
to close on or about July 1, 2004 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. On April 10, 2004, the Partnership distributed $21,650,475 of the net sale
proceeds from the sale of the Mission Park property to the holders of its
Original Limited Partnership Units. 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion and analysis is intended to help you understand our
financial condition and results of operations for the three months ended March
31, 2004. You should read the following discussion and analysis together with
our unaudited financial statements and the notes to the financial statements
included under Item 1 in this report, as well as the information included in
our 2003 Annual Report. Our future financial condition and results of
operations will vary from our historical financial condition and results of
operations as described below. Critical Accounting Policies and Estimates The preparation of our financial statements requires that we make estimates and
assumptions that affect the amounts reported in our financial statements and
their accompanying notes. We have identified certain policies that we 8




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believe are important to the portrayal of our financial condition and results
of operations. These policies require the application of significant judgment
by the General Partner and its 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. Our critical accounting policies are discussed under Item 6 of our 2003 Annual
Report. There have been no significant changes to these policies during the
three months ended March 31, 2004, beyond the application of the provisions of
Statement of Financial Accounting Standards No. 144 (FAS No. 144), Accounting
for the Impairment or Disposal of Long-Lived Assets, as a result of the sale
of the Mission Park property. Accordingly, application of FAS No. 144 has
resulted in the operations and cash flows from the Mission Park property being
presented as a discontinued operation and eliminated from the Partnerships
ongoing operations. Recent Developments Sale of Mission Park Property At the beginning of the three month period ended March 31, 2004, the
Partnership, through its wholly-owned subsidiaries, owned and operated two
apartment complexes in Southern California: Mission Park and Shadow Ridge
Meadows. The Mission Park property was sold on March 3, 2004 to Pacifica
Enterprises, LLC, a California limited liability company, for a cash purchase
price of $36,000,000. On March 18, 2004, the Partnership distributed $2,948,491
of the net sale proceeds to the holders of its Class A Limited Partnership
Units. On April 10, 2004, the Partnership distributed an additional $21,650,475
of the net sale proceeds to the holders of its Original Limited Partnership
Units. The net sale proceeds distributed reflect the amount of the sale
proceeds 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 reserve. Pending Sale of Shadow Ridge Meadows Property On December 8, 2003, IGP X Shadow Ridge Meadows, Ltd., a wholly-owned
subsidiary of the Partnership and the owner of the Shadow Ridge Meadows
property, 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. On April 1, 2004, the Partnerships limited partners approved the sale of the
Shadow Ridge Meadows property and the subsequent liquidation and dissolution of
the Partnership. The sale of the Shadow Ridge Meadows property is anticipated
to close on or about July 1, 2004 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 1, 2004. The amount and actual timing
of any such distributions may vary. Liquidation and Dissolution of the Partnership 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 reserve of approximately $1,000,000, 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, 9




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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. 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 Shadow Ridge Meadows property. Results of Continuing Operations  Three Months Ended March 31, 2004 vs. Three
Months Ended March 31, 2003 Rental Revenue Revenues from rents from continuing operations for the quarter ended March 31,
2004, were $861,824, an increase of 0.59% over rental revenues of $856,733 for
the quarter ended March 31, 2003. Operating Expenses Operating expenses for continuing operations (exclusive of depreciation and
amortization and interest) for the quarter ended March 31, 2004, were $513,719,
an increase of 11.93% from operating expenses of $458,949 for the quarter
ended March 31, 2003. This increase was primarily due to an increase in
property maintenance and legal expenses. Interest Expense Interest expense related to continuing operations for the quarter ended March
31, 2004, was $233,132, a decrease of 0.55% compared to interest expense of
$234,419 for the quarter ended March 31, 2003. Depreciation and Amortization Expense For the quarter ended March 31, 2004, depreciation and amortization expense was
$184,474, an increase of 0.27% from the expense of $183,974 for the quarter
ended March 31, 2003. Income from Continuing Operations Income from continuing operations was $39,543 for the quarter ended March 31,
2004, compared to income from continuing operations of $49,313 for the quarter
ended March 31, 2003. This difference was primarily due to an increase in
property maintenance and legal expenses. Income from Discontinued Operations For the quarter ended March 31, 2004, income from discontinued operations
(including gain on sale of $28,846,966) was $28,858,993, compared to $114,040
for the quarter ended March 31, 2003. This increase was due mainly to the sales
proceeds received in connection with the sale of the Mission Park property. Net Income Net income for the quarter ended March 31, 2004 was $28,898,536, an increase
from the net income of $163,353 for the quarter ended March 31, 2003. This
increase was due in large part to the sale of the Mission Park property. Cash Flows Net cash provided by continuing operating activities for the quarter ended
March 31, 2004 were $705,149, compared to $217,438 for the quarter ended March
31, 2003. The increase was due mainly to an increase in accounts payable. Net cash provided by discontinued operations was $25,463,440 for the quarter
ended March 31, 2004, compared to 10




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$101,842 for the quarter ended March 31, 2003. This increase was due primarily
to the net sale proceeds received in connection with the sale of the Mission
Park property after payment of the mortgage on the property and transaction and
related fees and costs associated with the sale. Net cash flows used in investing activities for the quarter ended March 31,
2004 were $48,858, compared to $69,938 for the quarter ended March 31, 2003.
The difference was attributable primarily to a decrease in capital
expenditures. Net cash flows used in financing activities for the quarter ended March 31,
2004 were $3,384,570, compared to $273,778 for the quarter ended March 31,
2003. The difference was mainly due to an increase in our distributions to our
limited partners as a result of the sale of the Mission Park property. 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. Liquidity and Capital Resources During the quarters ended March 31, 2004 and March 31, 2003, all of the
Partnerships operating and debt service cash requirements were met through
cash generated from operations and, for the quarter ended March 31, 2004, the
sale of the Mission Park property. Cash and cash equivalents increased by $22,735,161 in the quarter ended March
31, 2004, primarily as a result of the sale of the Mission Park property. Our mortgage loans payable were $9,127,963 at March 31, 2004, which amount
represents the mortgage note payable secured by the Shadow Ridge Meadows
property. The interest rate on such mortgage note is a fixed rate of 7.49%.
Interest and principal of $68,106 are payable monthly, with a balloon payment
of approximately $8,621,000 due in November 2007. In connection with the close
of the sale of the Mission Park property on March 3, 2004, the mortgage note
payable on the Mission Park property in the amount of $9,465,529, including all
principal, accrued interest, prepayment penalties and custodial and
administrative expenses related to the note, was paid in full. We plan on funding our near term working capital needs, capital expenditures
and debt payments using cash flows from operations. Recent Accounting Pronouncements Recent accounting pronouncements are discussed under Item 6 of our 2003 Annual
Report. As of March 31, 2004, we are not aware of any additional pronouncements
that materially effect our financial position or results of operations. 
 ITEM 3. 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. Our General Partners President and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures as of March 31, 2004.
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 quarterly period ended
March 31, 2004 that have materially affected, or that are reasonably likely to
materially affect, our internal controls. 11




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PART II - OTHER INFORMATION 
 ITEM 1. 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 March 31, 2004, 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 2. CHANGES IN SECURITIES None. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. 
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On or about February 3, 2004, we first mailed a Solicitation Statement to our
limited partners soliciting the vote of the limited partners to authorize the
sale of the Partnerships Mission Park property. Of the 26,926.5 outstanding
limited partnership units, including both Class A and Original Limited
Partnership Units, the number of votes cast for the sale was 13,927 units or
51.7% of the outstanding units, the number of votes cast against or withheld
was 12,911 or 47.9% of the outstanding units, and the number of abstentions was
88.5. On or about March 11, 2004, we first mailed a Solicitation Statement to our
limited partners soliciting the vote of the limited partners to authorize the
sale of the Partnerships Shadow Ridge Meadows property and the subsequent
liquidation and dissolution of the Partnership. Of the 26,926.5 outstanding
limited partnership units, including both Class A and Original Limited
Partnership Units, the number of votes cast for the sale and subsequent
liquidation and dissolution was 15,208.93 units or 56.48% of the outstanding
units, the number of votes cast against or withheld was 11,716.57 or 43.5% of
the outstanding units, and the number of abstentions was one. 
 ITEM 5. OTHER INFORMATION None. 
 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibit index shows those exhibits filed with this report and
those incorporated by reference: 
 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, incorporated
herein by reference to Exhibit 3(i).1 of the Partnerships
Annual Report on Form 10-KSB for the fiscal year ended December
31, 2003, filed with the commission on March 29, 2004.3(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,
incorporated herein by reference to Exhibit 3(i).2 of the
Partnerships Annual Report
 12




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ExhibitNumber
    
    Descriptionon Form 10-KSB for the fiscal year
ended December 31, 2003, filed with the commission on March 29,
2004.3(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, incorporated
herein by reference to Exhibit 3(i).3 of the Partnerships
Annual Report on Form 10-KSB for the fiscal year ended December
31, 2003, filed with the commission on March 29, 2004.3(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,
incorporated herein by reference to Exhibit 3(i).4 of the
Partnerships Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003, filed with the commission on March 29,
2004.4
    
    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, incorporated herein by
reference to Exhibit 10.5 of the Partnerships Annual Report on
Form 10-KSB for the fiscal year ended December 31, 2003, filed
with the commission on March 29, 2004.10.6
    
    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,
incorporated herein by reference to Exhibit 10.6 of the
Partnerships Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2003, filed with the commission on March 29,
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,
incorporated herein by reference to Exhibit 10.7 of the
Partnerships Annual Report on
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ExhibitNumber
    
    DescriptionForm 10-KSB for the fiscal year
ended December 31, 2003, filed with the commission on March 29,
2004.31.1
    
    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. (b) Reports on Form 8-K On March 18, 2004, we filed a Current Report on Form 8-K with the SEC
disclosing the close of the sale of the Mission Park property on March 3, 2004.
This report was the only report on Form 8-K that we filed during the quarterly
period ended March 31, 2004. 14




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SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized. Date: May 20, 2004 INCOME 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
 Mr. Maurer is the principal executive officer of the Partnership and has been
duly authorized to sign on its behalf. 15