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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 SEPTEMBER 30, 2004 0-18528
(Commission file number) INCOME GROWTH PARTNERS, LTD. X,
A CALIFORNIA LIMITED PARTNERSHIP  California
(State of incorporation)
    
    33-0294177
(IRS Employer Identification No.)
 11230 Sorrento Valley Road, Suite 220
San Diego, California 92121
(Address of principal executive offices)
    
    (858) 457-2750
(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 þ No o Transitional Small Business Disclosure Format (Check one): Yes o No þ




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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
    
    
    10Item 3.
    
    Controls and Procedures
    
    
    11PART II
    
    OTHER INFORMATION
    
    
    11Item 1.
    
    Legal Proceedings
    
    
    11Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    11Item 3.
    
    Defaults Upon Senior Securities
    
    
    11Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    12Item 5.
    
    Other Information
    
    
    12Item 6.
    
    Exhibits
    
    
    12SIGNATURES
    
    
    
    
    
    
    14EXHIBIT 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 the amount and
timing of distributions, expenditures, liquidity and other financial
items;
    
    liquidation and dissolution strategies, including the amount and use of a contingency reserve;
    
    the outcome of litigation matters; 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 United States Securities and
Exchange Commission (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 September 30, 2004
    
    December 31, 2003(Unaudited)ASSETSRental propertiesLand
    
    $
    
    
    
    $
    Buildings and improvements
    
    
    
    
    
    
    
    
    
    
    Less accumulated depreciation
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents
    
    
    1,397,411
    
    
    
    192,538Deferred loan fees
    
    
    
    
    
    
    Prepaid expenses and other assets
    
    
    
    
    
    
    500Net assets from discontinued operations
    
    
    72,473
    
    
    
    $
    1,469,884
    
    
    $
    193,038LIABILITIES AND PARTNERS CAPITAL (DEFICIT)Mortgage loans payable
    
    $
    
    
    
    $
    Other liabilitiesAccounts payable and accrued liabilities
    
    
    295,966
    
    
    
    30,176Accrued interest payable
    
    
    
    
    
    
    Security deposits
    
    
    
    
    
    
    Net liabilities from discontinued operations
    
    
    
    
    
    
    1,469,852295,966
    
    
    
    1,500,028Partners capital (deficit)
    
    
    1,183,918
    
    
    
    (1,296,990
    )Note receivable from general partner
    
    
    (10,000
    )
    
    
    (10,000
    )$
    1,469,884
    
    
    $
    193,038
 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 ended
    
    Nine months endedSeptember 30,
    
    September 30,2004
    
    2003
    
    2004
    
    2003REVENUESRents
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other
    
    
    23,695
    
    
    
    422
    
    
    
    54,256
    
    
    
    1,024Total revenues
    
    
    23,695
    
    
    
    422
    
    
    
    54,256
    
    
    
    1,024EXPENSESOperating expenses
    
    
    77,378
    
    
    
    69,416
    
    
    
    227,926
    
    
    
    96,534Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Expenses
    
    
    77,378
    
    
    
    69,416
    
    
    
    227,926
    
    
    
    96,534Net loss from continuing operations
    
    
    (53,683
    )
    
    
    (68,994
    )
    
    
    (173,670
    )
    
    
    (95,510
    )Income (loss) from discontinued
operations (including gain on sale
of $0 and $43,417,478, for the
three and nine months ended
September 30, 2004, respectively)
    
    
    (23,017
    )
    
    
    319,232
    
    
    
    43,623,502
    
    
    
    702,609Net income (loss)
    
    $
    (76,700
    )
    
    $
    250,238
    
    
    $
    43,449,832
    
    
    $
    607,099BASIC AND DILUTED PER LIMITED
PARTNERSHIP UNIT DATANet income (loss) per limited
partnership unit
    
    $
    (2.42
    )
    
    $
    7.90
    
    
    $
    1,371.62
    
    
    $
    19.16Weighted average limited
partnership units
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926DISTRIBUTIONS PER CLASS A
LIMITED PARTNERSHIP UNIT HOLDER$
    
    
    
    $
    30.00
    
    
    $
    414.01
    
    
    $
    90.00Weighted average Class A limited
partnership units
    
    
    8,100
    
    
    
    8,100
    
    
    
    8,100
    
    
    
    8,100DISTRIBUTIONS PER ORIGINAL
LIMITED PARTNERSHIP UNIT HOLDER
    
    $
    848.00
    
    
    $
    
    
    
    $
    1,998.03
    
    
    $
    Weighted average original limited
partnership units
    
    
    18,826
    
    
    
    18,826
    
    
    
    18,826
    
    
    
    18,826
 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) Nine Months EndedSeptember 30,2004
    
    2003CASH FLOWS FROM OPERATING ACTIVITIESLoss from continuing operations
    
    $
    (173,670
    )
    
    $
    (95,510
    )Adjustments to reconcile loss from continuing
operations to net cash provided by continuing
operating activities:Changes in operating assets and liabilities:Decrease in prepaid expenses and other assets
    
    
    500
    
    
    
    2,025Increase in accounts payable, accrued
liabilities and accrued interest payable
    
    
    265,790
    
    
    
    6,977Net cash provided by (used in) continuing
operating activities
    
    
    92,620
    
    
    
    (86,508
    )Net cash provided by discontinued operations
    
    
    42,080,667
    
    
    
    872,141CASH FLOWS FROM FINANCING ACTIVITIESDistributions to limited partners
    
    
    (40,968,414
    )
    
    
    (729,000
    )Net cash used in financing activities
    
    
    (40,968,414
    )
    
    
    (729,000
    )Net increase in cash and cash equivalents
    
    
    1,204,873
    
    
    
    56,633Cash and cash equivalents at beginning of period
    
    
    192,538
    
    
    
    175,435Cash and cash equivalents at end of period
    
    $
    1,397,411
    
    
    $
    232,068
 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 opinion of Income Growth
Management, Inc., the general partner of the Partnership (General Partner),
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 nine months ended September
30, 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 except as noted below. There have been no significant changes to our accounting policies during the
nine months ended September 30, 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 and the Shadow Ridge Meadows property.
Accordingly, application of FAS No. 144 has resulted in the operations and cash
flows from the Mission Park property and the Shadow Ridge Meadows property each
being presented as a discontinued operation and eliminated from the
Partnerships operations. We have reclassified certain prior period amounts to conform to the current
period 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,
before deducting all closing fees and costs, sales commissions, necessary
expenses, amounts used to repay the loan on the property, amounts used to
establish a $1,000,000 contingency reserve, prepayment penalties under the
terms of the loan and payments of certain accounts payable and accrued
liabilities of the Partnership. On June 30, 2004, IGP X Shadow Ridge Meadows, Ltd., a California limited
partnership and a wholly-owned subsidiary of the Partnership, closed the sale
of that certain 184 unit apartment building located at 1515 South Melrose
Drive, Vista, California, known as Shadow Ridge Meadows, to Mark Gosselin, as
trustee of the Mark Gosselin Trust dated October 31, 2001, for a cash purchase
price of $27,500,000, before deducting all closing fees and costs, sales
commissions, a $200,000 credit 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. For purposes of presentation in the accompanying financial statements, all
activity relating to the Mission Park property and the Shadow Ridge Meadows
property has been classified as discontinued operations. As such, the results
of the sale of the Mission Park and Shadow Ridge Meadows properties have been
included as discontinued operations in the financial statements for the three
and nine months ended September 30, 2004. The results of operations for the
Mission Park and Shadow Ridge Meadows properties for the three and nine months
ended September 30, 2003 have been reclassified as discontinued operations for
comparative purposes. The assets and liabilities relating to the Mission Park
and Shadow Ridge Meadows properties have been reclassified in the December 31,
2003 balance sheet as net liabilities of discontinued operations for
comparative purposes. The results 5




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of the sale of the Mission Park and Shadow Ridge Meadows properties have not
been recorded in the December 31, 2003 balance sheet. The following is a summary of the net assets (liabilities) relating to the
Mission Park and Shadow Ridge Meadows properties as of September 30, 2004 and
December 31, 2003: September 30,
    
    December 31,2004
    
    2003Rental PropertiesLand
    
    $
    
    
    
    $
    7,078,365Buildings and improvements
    
    
    
    
    
    
    23,274,049
    
    
    
    30,352,414Less accumulated depreciation
    
    
    
    
    
    
    (13,838,035
    )
    
    
    
    16,514,379Cash and cash equivalents
    
    
    
    
    
    
    497,503Deferred loan fees
    
    
    
    
    
    
    270,753Prepaid expenses and other receivables
    
    
    72,473
    
    
    
    239,875Total assets
    
    $
    72,473
    
    
    $
    17,522,510Mortgage loans payable
    
    
    
    
    
    
    18,420,490Accounts payable and accrued liabilities
    
    
    
    
    
    
    220,000Accrued interest payable
    
    
    
    
    
    
    122,316Security deposits
    
    
    
    
    
    
    229,556Total liabilities
    
    $
    
    
    
    $
    18,992,362Net assets (liabilities) from discontinued
operations
    
    $
    72,473
    
    
    $
    (1,469,852
    )
 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 and nine months
ended September 30, 2004 and September 30, 2003: Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2004
    
    2003
    
    2004
    
    2003Net income
    
    $
    (76,700
    )
    
    $
    250,238
    
    
    $
    43,449,832
    
    
    $
    607,099Percentage allocable to limited partners
    
    
    85
    %
    
    
    85
    %
    
    
    85
    %
    
    
    85
    %$
    (65,195
    )
    
    $
    212,702
    
    
    $
    36,932,357
    
    
    $
    516,034Weighted average limited partnership units
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926Basic and diluted per limited partnership unit data
    
    $
    (2.42
    )
    
    $
    7.90
    
    
    $
    1,371.62
    
    
    $
    19.16
 D. Contingency Reserve The Partnership has established a contingency reserve of approximately
$1,106,000, which it intends to use to cover any remaining costs, expenses,
liabilities and unexpected claims. E. Unaudited Pro Forma Consolidated Financial Information The following unaudited pro forma consolidated statements of operations for the
nine months ended September 30, 2004 and the year ended December 31, 2003, give
effect to the sale of the Mission Park and Shadow Ridge Meadows properties and
reflect the results of operations of the Partnership as if the sale of such
properties had been completed on January 1 of each period presented. The following unaudited pro forma consolidated statements of operations are
based on the historical financial statements of the Partnership. The pro forma
financial information may not be indicative of the results of operations that
actually would have occurred if the sales of the properties had occurred as of
the beginning of the respective 6




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periods nor do they purport to indicate the
results of future operations of the Partnership. Actual future results could be
materially different from the pro forma results. The preparation of the unaudited pro forma consolidated statements of operation
includes significant assumptions by the General Partner and its management. The
amount and timing of distributions will depend on a variety of factors
including, but not limited to, actual costs incurred in connection with the
contingency reserve of $1,106,000. There may be differences between the
assumptions and actual results because events and circumstances frequently do
not occur as expected. The pro forma adjustments made to the unaudited pro forma consolidated
statements of operations reflect the following:  (i)
    
    The results of operations of the Partnership have been
reflected as if the sale of the Mission Park and Shadow Ridge
Meadows properties had both been completed on January 1 of each
period presented;(ii)
    
    The reclassification of all activities of the Mission Park
and Shadow Ridge Meadows properties to discontinued operations;(iii)
    
    The sale price of the Mission Park property was $36,000,000
and the sale price of the Shadow Ridge Meadows property was
$27,500,000;(iv)
    
    Payment of all costs associated with the sale of the Mission
Park and Shadow Ridge Meadows properties;(v)
    
    Repayment of all indebtedness of the Mission Park and Shadow
Ridge Meadows properties, and payment of the prepayment penalties on
the Mission Park and Shadow Ridge Meadows property mortgages; and(vi)
    
    The adjustment of the gain on sale for actual depreciation
and amortization taken on the Mission Park and Shadow Ridge Meadows
properties from January 1 of the period to the end of the period or
the date of sale as appropriate. 7




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the nine months ended September 30, 2004 Mission Park
    
    Shadow Ridge MeadowsSeptember 30, 2004
    
    Pro Forma
    
    Pro Forma
    
    September 30, 2004Actual
    
    Adjustments
    
    Adjustments
    
    As AdjustedREVENUESRents
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Other
    
    
    54,256
    
    
    
    
    
    
    
    
    
    
    
    54,256Total revenues
    
    
    54,256
    
    
    
    
    
    
    
    
    
    
    
    54,256EXPENSESOperating expenses
    
    
    227,926
    
    
    
    
    
    
    
    
    
    
    
    227,926Depreciation and amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total expenses
    
    
    227,926
    
    
    
    
    
    
    
    
    
    
    
    227,926(Loss) from continuing
operations
    
    
    (173,670
    )
    
    
    
    
    
    
    
    
    
    
    (173,670
    )Income (loss) from
discontinued operations/gain on sale of property
    
    
    43,623,502
    
    
    
    (45,074
    )
    
    
    (290,126
    )
    
    
    43,288,302Net income (loss)
    
    $
    43,449,832
    
    
    $
    (45,074
    )
    
    $
    (290,126
    )
    
    $
    43,114,632BASIC AND DILUTED PER LIMITED
PARTNERSHIP UNIT
DATANet income (loss) per limited
partnership unit
    
    $
    1,371.62
    
    
    $
    (1.42
    )
    
    $
    (9.16
    )
    
    $
    1,361.04Weighted average limited
partnership units
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926DISTRIBUTIONS PER CLASS A
LIMITED PARTNERSHIP UNIT HOLDER
    
    $
    414.01
    
    
    $
    
    
    
    $
    
    
    
    $
    414.01Weighted average Class A limited
partnership units
    
    
    8,100
    
    
    
    8,100
    
    
    
    8,100
    
    
    
    8,100DISTRIBUTIONS PER ORIGINAL LIMITED PARTNERSHIP UNIT HOLDER
    
    $
    1,998.03
    
    
    $
    
    
    
    $
    
    
    
    $
    1,998.03Weighted average original
limited partnership units
    
    
    18,826
    
    
    
    18,826
    
    
    
    18,826
    
    
    
    18,826
 See accompanying notes to unaudited pro forma consolidated financial information, which are an integral part of
these financial statements. 8




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INCOME GROWTH PARTNERS, LTD. X
AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2003 Shadow RidgeMission Park
    
    MeadowsDecember 31, 2003
    
    Pro Forma
    
    Pro Forma
    
    December 31, 2003Actual
    
    Adjustments
    
    Adjustments
    
    As AdjustedREVENUESRents
    
    $
    5,623,578
    
    
    $
    (3,147,492
    )
    
    $
    (2,476,086
    )
    
    $
    Other
    
    
    351,413
    
    
    
    (197,586
    )
    
    
    (152,664
    )
    
    
    1,163Total revenues
    
    
    5,974,991
    
    
    
    (3,345,078
    )
    
    
    (2,628,750
    )
    
    
    1,163EXPENSESOperating expenses
    
    
    2,819,897
    
    
    
    (1,464,539
    )
    
    
    (1,206,323
    )
    
    
    149,035Depreciation and amortization
    
    
    1,018,949
    
    
    
    (400,424
    )
    
    
    (618,525
    )
    
    
    Interest
    
    
    1,425,545
    
    
    
    (725,177
    )
    
    
    (700,368
    )
    
    
    Total expenses
    
    
    5,264,391
    
    
    
    (2,590,140
    )
    
    
    (2,525,216
    )
    
    
    149,035Income (loss) from
continuing operations
    
    $
    710,600
    
    
    $
    (754,938
    )
    
    $
    (103,534
    )
    
    $
    (147,872
    )Income from discontinued
operations /gain on sale
of property
    
    $
    
    
    
    $
    28,565,300
    
    
    $
    14,321,469
    
    
    $
    42,886,769Net income
    
    $
    710,600
    
    
    $
    27,810,362
    
    
    $
    14,217,935
    
    
    $
    42,738,897BASIC AND DILUTED PER LIMITED
PARTNERSHIP UNIT DATANet income per limited
partnership unit
    
    $
    22.43
    
    
    $
    877.92
    
    
    $
    448.83
    
    
    $
    1,349.18Weighted average limited
partnership units
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926
    
    
    
    26,926DISTRIBUTIONS PER CLASS A LIMITED
PARTNERSHIP UNIT HOLDER
    
    $
    130.00
    
    
    $
    275.50
    
    
    $
    137.90
    
    
    $
    543.40Weighted average Class A limited
partnership units
    
    
    8,100
    
    
    
    8,100
    
    
    
    8,100
    
    
    
    8,100DISTRIBUTIONS PER ORIGINAL
LIMITED PARTNERSHIP UNIT HOLDER
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Weighted average original limited
partnership units
    
    
    18,826
    
    
    
    18,826
    
    
    
    18,826
    
    
    
    18,826
 See accompanying notes to unaudited pro forma consolidated financial information, which are an integral part of
these financial statements. 9




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION You should read the following discussion 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. 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 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
nine months ended September 30, 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 and the Shadow Ridge Meadows property.
Accordingly, application of FAS No. 144 has resulted in the operations and cash
flows from the Mission Park property and the Shadow Ridge Meadows property each
being presented as a discontinued operation and eliminated from the
Partnerships operations. Completion of the Sale of the Partnership Properties At the beginning of the nine month period ended September 30, 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. The Shadow Ridge Meadows property was sold on June 30, 2004 to Mark Gosselin,
as trustee of the Mark Gosselin Trust Dated October 31, 2001, for a cash
purchase price of $27,500,000, before deducting all closing fees and costs,
sales commissions, a $200,000 credit 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 August
18, 2004, the Partnership distributed $15,964,448 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, the buyer credit, 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. Liquidation and Dissolution of the Partnership On April 1, 2004, the Partnerships limited partners approved the liquidation
and dissolution of the Partnership subsequent to the sale of the Partnerships
properties. The General Partner anticipates that the Partnership will be
liquidated and dissolved before December 31, 2004, although the timing of the
Partnerships liquidation and dissolution may vary and may occur after December
31, 2004. The Partnership has and will continue to 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, and taxes. The Partnership has
established a contingency reserve 10




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of approximately $1,106,000, which it intends to use to cover any remaining
costs, expenses, liabilities and unexpected claims. Assuming there are no
unexpected claims made against the Partnership, the General Partner anticipates
that the Partnerships remaining costs, expenses, fees and liabilities will be
approximately $200,000 to $300,000, although such amount may vary and may be
substantially higher or lower than such amount. As of September 30, 2004, no
unexpected claims had been made against the Partnership. 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 holders of the Partnerships Original Limited Partnership Units during the
week of December 15, 2004. 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. 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 Recent accounting pronouncements are discussed under Item 6 of our 2003 Annual
Report. As of September 30, 2004, we are not aware of any additional
pronouncements that materially affect 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 September 30,
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
September 30, 2004 that have materially affected, or that are reasonably likely
to materially affect, our internal controls. 
 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, securities, 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 September 30, 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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. 11




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. 
 ITEM 5. OTHER INFORMATION None. 
 ITEM 6. EXHIBITS The following exhibit index shows those exhibits filed with this report and
those incorporated by reference: EXHIBIT INDEX Exhibit Number
    
    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 on 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,
 12




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Exhibit Number
    
    Descriptionfiled 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 Form 10-KSB for the fiscal year
ended December 31, 2003, filed with the commission on March 29,
2004.10.8
    
    Third 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 April 5, 2004,
incorporated herein by reference to Exhibit 10.4 of the
Partnerships Current Report on Form 8-K dated June 30, 2004,
filed with the commission on July 14, 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. 13




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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: November 12, 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
 Mr. Maurer is the principal executive officer of the Partnership and has been
duly authorized to sign on its behalf. 14