FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from______to______
Commission File Number 0-18528
INCOME GROWTH PARTNERS, LTD. X, A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
CALIFORNIA 33-0294177
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11300 Sorrento Valley Road, Suite 108, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(619) 457-2750
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [X] No [ ]
DOCUMENTS INCORPORATED BY REFERENCE:
Prospectus dated January 3, 1991, incorporated by reference as Exhibit 28.1
from the Partnership's Annual Report on Form 10-K for the Fiscal Year ended
December 31, 1992 (incorporated into Parts I-III herein).
Letter regarding resignation of a General Partner, incorporated by
reference from the Partnership's Annual Report on Form 10-K for the Fiscal
Year ended December 31, 1993 (incorporated into Part III herein).
Exhibit 2.2 from the Partnership's Quarterly Report on Form 10-Q for the
third quarter ended September 30, 1994 (incorporated into Parts I-III
herein) containing the following documents:
Second Amended Disclosure Statement to Debtor's Second Amended Plan of
Reorganization, As Revised (with Second Amended Plan of Reorganization
attached as Exhibit 1) filed with the Bankruptcy Court on October 25,
1994;
Order Approving Second Amended Disclosure Statement to Debtor's Second
Amended Plan of Reorganization, Approving Ballots and Fixing Dates for
Filing Acceptances or Rejections of Plan and for Confirmation Hearing,
Combined with Notice Thereof;
Equity Interest Holder Ballot for Accepting or Rejecting Debtor's Second
Amended Plan of Reorganization;
Offering Memorandum for Income Growth Partners, Ltd. X Class A Units
dated October 27, 1994 (with Amended and Restated Agreement of Limited
Partnership attached as Exhibit B).
Articles of Incorporation of IGP X Mission Park, Inc., incorporated by
reference as Exhibit 3.1 from the Partnership's Current Report on Form 8-K
dated December 27, 1995 (incorporated into Part III herein).
Agreement of Limited Partnership of IGP X Mission Park Associates, L.P., A
California Limited Partnership, incorporated by reference as Exhibit 4.3
from the Partnership's Current Report on Form 8-K dated December 27, 1995
(incorporated into Part III herein).
PART I
Item 1. Business
The registrant is engaged in the business of acquiring and operating
parcels of income-producing, multi-family, residential real property.
Information regarding the general development of the business of Income
Growth Partners, Ltd. X, a California Limited Partnership (the "Limited
Partnership") is hereby incorporated herein by this reference from pages
20-31 (under the captions "Partnership Investment Objectives and Policies"
and "Real Estate Property Investments") of the Limited Partnership's
Prospectus dated January 3, 1991 (the "Prospectus"), incorporated herein by
reference as Exhibit 28.1 from the Limited Partnership's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1992; and from pages 15-17
of the Limited Partnership's Offering Memorandum for Class A Units dated
October 27, 1994 from Exhibit 2.2 of the Limited Partnership's Quarterly
Report on Form 10-Q for the third quarter ended September 30, 1994, as
supplemented by the following:
(a) Current Principal Balances of Loans Encumbering Properties
Property Balance as of December 31, 1996
Shadowridge Meadows Apartments $ 9,670,505
Mission Park Apartments $10,118,364
As previously reported, on January 26, 1994 the Limited Partnership filed a
voluntary petition (the "Chapter 11 filing") in the United States
Bankruptcy Court for the Southern District of California (the "Bankruptcy
Court") seeking to reorganize under Chapter 11 of Title 11 of the United
States Code (the "Bankruptcy Code"). Throughout 1994 and until May 2, 1995
the Limited Partnership operated as a debtor-in-possession under the
supervision of the Bankruptcy Court.
During 1995 the Limited Partnership raised approximately $2,025,000 in
additional capital from existing investors in the form of Class A Units to
satisfy its court confirmed Plan of Reorganization ("Plan"). The offering
was closed effective June 30, 1995. The Class A Units were offered
pursuant to exemptions from the registration requirements of the Securities
Act of 1933 and applicable states' securities laws. On October 27, 1994
the Limited Partnership released an Offering Memorandum for the Class A
Units which contained an Amended and Restated Agreement of Limited
Partnership ("Partnership Agreement"). A copy of the Disclosure Statement
and Offering Memorandum are incorporated herein by this reference from
Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994.
The Limited Partnership emerged from bankruptcy effective May 2, 1995 and
paid its creditors in accordance with the Plan. As part of the Limited
Partnership's Plan of Reorganization the Limited Partnership cured and
reinstated the loans on the Mission Park and Shadowridge Meadows
properties, but was unable to retain ownership of Margarita Summit.
In December 1995 the Limited Partnership refinanced its Mission Park
property to take advantage of an opportunity to pay off the existing $12.3
million loan on the property for the discounted amount of $10.2 million,
pursuant to a Loan Pay-off Agreement with the existing lender. This
effectively created an additional $2 million in equity in the property, and
lowered the monthly debt service payments on the property by approximately
$20,000 to approximately $73,000 per month. With this new financing, the
property generates a positive cash flow, and is in a much better position
to meet its ongoing financial obligations.
In order to complete the refinancing, the partnership had to transfer title
of the property to a new transparent subpartnership called IGP X Mission
Park Associates, L.P., a California limited partnership (the "Subsidiary")
pursuant to Sections 5.1.2 and 5.1.3 of the registrant's Amended and
Restated Agreement of Limited Partnership. The sole limited partner of the
Subsidiary is the registrant, Income Growth Partners, Ltd. X. Its general
partners are Income Growth Management, Inc., a California corporation (also
the General Partner of Income Growth Partners, Ltd. X) and a new
corporation, IGP X Mission Park, Inc., a California corporation. The
Subsidiary is transparent to Income Growth Partners, Ltd. X, because as the
sole limited partner of the Subsidiary, Income Growth Partners, Ltd. X
receives 99% of all net income and losses generated by the it. Furthermore
the remaining 1% of net income and loss is allocated to the General
Partner, IGP X Mission Park, Inc., of which Income Growth Partners, Ltd. X
is the sole shareholder.
As discussed in the Registrant's Form 8-K dated December 27, 1995,
incorporated herein by this reference, the newly formed Subsidiary is
separate and distinct from the Limited Partnership, having separate assets,
liabilities, and business operations. The Limited Partnership and
Subsidiary are collectively referred to as the "Partnership."
During 1996 the Partnership generated improved earnings due to the
reorganization and refinancing of its debt, a general recovery in the
apartment rental market, and continued low interest rates.
(b) Operating Information for Partnership Properties
Average Effective Annual Rent Average Annual
Fiscal Year Per Occupied Square Foot* Occupancy Rate*
___________ _____________________________ ______________
SHADOWRIDGE MEADOWS APARTMENTS
1992 $8.40 90%
1993 $7.94 91%
1994 $8.04 91%
1995 $8.08 94%
1996 $8.30 95%
MISSION PARK APARTMENTS
1992 $9.24 95%
1993 $9.48 94%
1994 $9.04 93%
1995 $9.10 93%
1996 $9.59 97%
* "Average Effective Annual Rent" is calculated by dividing actual rental
revenues by average number of occupied square feet of rentable space.
Average number of occupied square feet is calculated by multiplying total
rentable square feet by the average annual occupancy rate. "Average Annual
Occupancy Rate" reflects the average for the year of all average monthly
occupancies.
Management believes the rental rates are competitive with the market areas.
(c) Market Area Occupancy Rates - Based on market surveys completed by the
on-site staff of the properties, the average occupancy rates of residential
rental properties in the respective market areas in which the Partnership's
properties are located were as follows, as of the dates indicated:
MARKET AREA OCCUPANCY RATE
PROPERTY MARKET AREA DECEMBER 31, 1995 DECEMBER 31, 1996
________ ___________ _________________ _________________
Shadowridge Vista, California 94% 97%
Meadows Apartments
Mission Park San Marcos, 93% 97%
Apartments California
(d) Employees of the Partnership - The Partnership has no full-time
employees. Employees of corporations affiliated with the general partners,
however, perform certain administrative and other services on behalf of the
Partnership.
Item 2. Properties
As of the date hereof, the Partnership owns the properties referred to in
Item 1 above. The information regarding such properties set forth in Item
1 is incorporated herein by this reference.
Item 3. Legal Proceedings
There are no pending legal proceedings which may have a material adverse
effect on the Partnership. However, the Partnership is involved in small
claims court proceedings against certain present or former tenants of its
apartment complexes with regard to landlord-tenant matters, all of which
are considered to be in the ordinary course of its business.
Item 4. Submission of Matters to a Vote of Securities Holders
There were no matters submitted to a vote of the holders of Limited
Partnership Interests, through solicitation of proxies or otherwise, during
1996.
PART II
Item 5. Market for Registrant's Units and Related Security Holder Matters
(a) Market Information
As of December 31, 1996 the outstanding securities of the Partnership were
the Original Units and Class A Units held by the Limited Partners. The
Partnership's Amended and Restated Agreement of Limited Partnership
substantially restricts transfers of all units and no public trading market
for the units exists or is intended or expected to develop.
(b) Holders
As of December 31, 1996, the Partnership's 18,826.5 outstanding Original
Units and 8,100 Class A Units were held by an aggregate of 2,082 Limited
Partners.
(c) Dividends
As a limited partnership, the Partnership does not pay dividends, nor has
the Partnership made any distributions to the Limited Partners for the
fiscal year covered by this report or for any prior fiscal year.
The general partners anticipate that Partnership operations may generate
sufficient cash to enable the Partnership to make distributions to the
partners at some time during the life of the Partnership, but such
distributions cannot be assured at this time. Since the Partnership has
issued approximately 8,100 preferred Class A Units, if any cash becomes
available for distributions, these distributions would first be allocated
to paying the priority return on the Class A Units. The ability of the
Partnership to make any distributions is largely dependent on future
income, expenses, debt service, and operating reserves. The Partnership is
currently rebuilding its operating reserve accounts with any positive cash
flow from operations in anticipation of future costs associated with
refinancing or selling the Shadowridge Meadows Apartments in 1998.
Item 6. Selected Financial Data
The following selected financial data should be read in conjunction with
the Financial Statements and the related Notes described in Item 8 herein:
<TABLE>
Income Growth Partners, Ltd. X and Subsidiary (A California Limited Partnership)
<CAPTION>
1996 1995 1994 1993 1992
____________ ____________ ____________ ____________ ____________
<S> <C> <C> <C> <C> <C>
Total revenues $ 3,576,981 $ 3,896,384 $ 4,344,717 $ 4,418,407 $ 4,393,944
Extraordinary gain on forgiveness
of debt - 4,446,019 - - -
Net income (loss) (486,528) 3,757,729 (5,322,740) (2,550,654) (2,526,354)
Total assets 21,476,918 22,153,868 28,945,057 33,954,409 35,272,654
Long-term obligations 19,788,869 19,966,935 29,426,708 29,678,456 29,991,066
Net income (loss) per limited
partnership unit before
extraordinary gain (18.06) (28.48) (282.73) (135.49) (134.13)
Net income (loss) per limited
partnership unit after
extraordinary gain (18.06) 155.53 (282.73) (135.49) (134.13)
<FN>
To date there have been no cash distributions to partners.
</TABLE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation
The following Management's Discussion and Analysis of Financial Condition
and Results of Operation should be read in conjunction with the Financial
Statements and Notes thereto filed herewith. See the discussion in Item 1,
subsection (a) regarding the bankruptcy proceedings and refinancing of the
Mission Park Property. The information set forth in Item 1 is incorporated
herein by this reference.
Liquidity and Capital Resources
Historically, the Limited Partnership was dependent upon proceeds from the
sale of Original Units to meet its obligations, including debt service
requirements. Since 1992 the Limited Partnership's primary source of
liquidity has been from cash generated from operations. Due to the $2
million in additional capital that was raised in 1995, the $476,000 debt
paydown on Shadowridge meadows, and the $2 million debt reduction resulting
from the refinancing of Mission Park, the Partnership was able to generate
sufficient cash flow to cover its expenses and rebuild cash reserves during
1996.
Although the Partnership successfully refinanced one of its properties at a
fixed annual interest rate of 7.76%, it remains sensitive to interest rates
because the Shadowridge Meadows property remains highly leveraged. The
interest rate on the Shadowridge Meadows mortgage adjusts monthly with the
11th District Cost of Funds Index. Between May 1994 and March 1996,
increases in the 11th District Cost of Funds Index totaling 1.192% have
been announced. If the 11th District Cost of Funds index continues to
increase more rapidly than projected, and the Partnership is unable to
raise rents at Shadowridge Meadows to cover the increased debt service
payments, the Partnership may have to fund shortfalls from reserves.
Furthermore the existing loan on Shadowridge Meadows is currently scheduled
to expire in July 1998. If the real estate and financing markets have not
improved sufficiently for the Partnership to refinance this property by
that time, the Partnership may have to restructure the existing loan, file
another bankruptcy petition, sell the property, or risk losing the property
to foreclosure.
The Partnership changed its method of reporting cash flows from the direct
method to the indirect method in 1996. Prior period amounts have been
reclassified to conform with the current year presentation. Net cash
provided by operating activities in 1996 was $359,996 compared to net cash
(used) provided by operating activities of ($1,353,545) and $314,163 in
1995 and 1994 respectively. The principal reason for the difference
between net cash provided by operating activities in 1996 and net cash used
by operating activities in 1995 was the cash used to fund the Partnership's
Plan of Reorganization, and increased income due to a recovery in the
rental market which was offset by decreased revenue and expenses resulting
from the foreclosure of Margarita Summit in 1995. The principal reason for
the difference between net cash used by operating activities in 1995 and
net cash provided by operating activities in 1994 was primarily due to the
cash used to fund the Partnership's Plan of Reorganization and the
reduction in revenues resulting from the foreclosure of Margarita Summit in
1995.
Mortgage indebtedness during 1996 remained high, despite the Partnership's
success at curing and reinstating the loans, disqualifying penalty interest
and fees, making principal reduction payments, and obtaining debt
forgiveness from refinancing. This mortgage indebtedness may make it
difficult for the properties to service their debt through Partnership
operations.
In the event that one or more of the properties is unable to support its
debt service and the Partnership is unable to cover operational shortfalls
from reserves, the Partnership may have to take one or more alternative
courses of action. The general partners would then determine, based on
their analysis of relevant economic conditions and the status of the
properties, a course of action intended to be consistent with the best
interests of the Partnership. Possible courses of action might include,
the sacrifice of one or more of the properties to reduce negative cash
flow, the sale or refinancing of one or more of the properties, the entry
into one or more joint venture partnerships with other entities, or the
filing of another bankruptcy petition.
Results of Operations
1996 and 1995
As of December 31, 1996, the Shadowridge Meadows Apartments and Mission
Park Apartments reflected occupancy rates of 99 percent and 96 percent
respectively. The Partnership's properties continued to stabilize during
1996. Although the loss of Margarita Summit in 1995 has resulted in a
decrease in both Total Revenues and Total Expenses, the partnership was
able to raise additional capital, and refinance, restructure, and pay down
debt as a result of the Chapter 11 reorganization completed in 1995. This
has allowed the Mission Park and Shadowridge Meadows Properties to generate
a positive cash flow during 1996. Shadowridge Meadows, however, remains
sensitive to interest rates and management estimates that the Partnership
may experience operating losses from Shadowridge Meadows in the future
unless the mortgage indebtedness balance (and related interest expense
burden) is permanently reduced and/or restructured.
Since the properties remain highly leveraged, earnings from operations are
sensitive to changes in debt service. Although the Partnership was able to
refinance the Mission Park property with fixed rate financing, the debt
service on the Shadowridge Meadows property continues to vary with changes
in interest rates. However, earnings are also sensitive to changes in
rental income resulting from inflation or other market factors. Generally,
increasing interest rates indicate impending inflation, so any decreases in
earnings resulting from higher interest rates may be partially offset by
increased rental income.
Operating revenues for the year ended December 31, 1996 decreased by
$319,403 compared to the year ended December 31, 1995 primarily due to the
loss of revenues generated by Margarita Summit, offset by increased
revenues from the Mission Park and Shadowridge Meadows properties resulting
from a recovery in the rental market. Operating expenses for the year
ended December 31, 1996 decreased by $347,351 compared to the year ended
December 31, 1995 primarily due to the elimination of operating costs for
the Margarita Summit property. Depreciation and amortization for the year
ended December 31, 1996 decreased by $25,773 compared to the year ended
December 31, 1995 primarily due to the loss of the Margarita Summit
property in 1995. Interest expense decreased $148,041 primarily due to the
loss of Margarita Summit, and the reduced loan balances resulting from the
bankruptcy.
1995 and 1994
As of December 31, 1995, the Shadowridge Meadows Apartments and Mission
Park Apartments reflected occupancy rates of 96 percent and 92 percent
respectively. The Partnership continued to stabilize its properties in
1995, although it lost the Margarita Summit property and may experience
negative cash flows from its Shadowridge Meadows property in the future due
to interest rate fluctuations. In the past, the Partnership experienced a
net loss from operations primarily due to the high degree of debt service
discussed previously. Although the Mission Park property has stabilized,
management estimates that the Partnership may experience operating losses
from Shadowridge Meadows in the future unless the mortgage indebtedness
balance (and related interest expense burden) is permanently reduced and/or
restructured.
Operating revenues for the year ended December 31, 1995 decreased by
$448,333 compared to the year ended December 31, 1994 primarily due to the
loss of revenues generated by the Margarita Summit property in 1995.
Depreciation and amortization also decreased by $337,786 in 1995 due to the
loss of Margarita Summit.
Interest expense decreased approximately $468,688 primarily due to the loss
of Margarita Summit, and the reduced loan balances resulting from the
bankruptcy.
During 1995 the Partnership recorded an extraordinary gain on forgiveness
of debt totaling $4,446,019. The total gain was comprised of the reversal
of $1,433,394 of previously accrued interest that was disqualified by the
Plan, $999,000 resulting from the forgiveness of debt related to the
Margarita Summit foreclosure, and $2,013,625 forgiveness of debt unrelated
to the reorganization, due to a mortgage obligation forgiven by the
previous lender on the Mission Park property.
Item 8. Financial Statements and Supplementary Data
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY
(A California Limited Partnership)
REPORT OF INDEPENDENT ACCOUNTANTS
Income Growth Partners, Ltd. X,
a California limited partnership
We have audited the consolidated financial statements and the financial
statement schedule of Income Growth Partners, Ltd. X, a California limited
partnership, and subsidiary (collectively, the "Partnership") listed in
Item 14(a) of this Form 10-K. These financial statements and financial
statement schedule are the responsibility of the general partners and the
Partnership's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Income
Growth Partners, Ltd. X and subsidiary as of December 31, 1996 and 1995
and the results of their operations and cash flows for each of the three
years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles. In addition, in our opinion the financial
statement schedule referred to above, when considered in relation to the
basic financial statements taken as a whole, presents fairly, in all
material respects, the information required to be included therein.
/s/Coopers & Lybrand L.L.P.
San Diego, California
February 4, 1997
<PAGE>
<TABLE>
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY
(A California Limited Partnership)
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
<CAPTION>
1996 1995
___________ ___________
<S> <C> <C>
ASSETS
Rental properties:
Land $ 7,778,365 $ 7,778,365
Buildings and improvements 23,455,047 23,410,664
___________ ___________
31,233,412 31,189,029
Less accumulated depreciation and impairments (10,545,531) (9,735,490)
___________ ___________
20,687,881 21,453,539
Cash and cash equivalents 244,582 153,735
Prepaid expenses and other assets, net of
accumulated amortization of $61,434 and
$33,891, respectively 544,455 546,594
___________ ___________
$21,476,918 $22,153,868
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable and accrued liabilities $ 81,473 $ 131,169
Accrued interest payable 123,392 58,506
Security deposits 184,355 165,201
Mortgage loans payable 19,788,869 19,966,935
Loan payable to affiliate 55,300 102,000
___________ ___________
20,233,389 20,423,811
Commitments
Partners' capital 1,253,529 1,740,057
Note receivable from general partner (10,000) (10,000)
___________ ___________
$21,476,918 $22,153,868
=========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY
(A California Limited Partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
1996 1995 1994
_____________ _____________ _____________
<S> <C> <C> <C>
Revenues:
Rents $3,429,751 $3,663,206 $4,130,693
Interest 6,887 31,714 2,843
Other 140,343 201,464 211,181
_____________ _____________ _____________
Total revenues 3,576,981 3,896,384 4,344,717
_____________ _____________ _____________
Expenses:
Operating expenses 1,726,424 2,073,775 2,195,909
Depreciation and amortization 837,763 863,536 1,201,322
Interest and penalties 1,499,322 1,647,363 2,116,051
Write down of land and building - - 3,900,000
_____________ _____________ _____________
Total expenses 4,063,509 4,584,674 9,413,282
_____________ _____________ _____________
Loss before reorganization item (486,528) (688,290) (5,068,565)
Reorganization item, professional fees - - 254,175
_____________ _____________ _____________
Loss before extraordinary item (486,528) (688,290) (5,322,740)
Extraordinary item:
Gain on forgiveness of debt - 4,446,019 -
_____________ _____________ _____________
Net income (loss) $ (486,528) $3,757,729 $(5,322,740)
============= ============= =============
Per limited partnership unit data:
Loss before extraordinary gain $(18.06) $(28.48) $(282.73)
Extraordinary gain $ - $184.01 $ -
_____________ _____________ _____________
Net income (loss) $(18.06) $155.53 $(282.73)
============= ============= =============
Weighted average limited partnership units 26,926 24,161 18,826
============= ============= =============
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY
(A California Limited Partnership)
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
For the Years Ended December 31, 1996, 1995, and 1994
<CAPTION>
Limited Partners
________________
Class A
General Original Original
Partner Partners Partners Total
____________ ____________ ____________ ____________
<S> <C> <C> <C> <C>
Balance, December 31, 1993 $(2,190,353) $3,540,680 $ - $1,350,327
Net Loss (1,782,060) (3,540,680) - (5,322,740)
____________ ____________ ____________ ____________
Balance, December 31, 1994 (3,972,413) - - (3,972,413)
Net Income 3,757,729 - - 3,757,729
Issuance of 8,099 Class A
partnership units, net of
issuance costs - - 1,954,741 1,954,741
____________ ____________ ____________ ____________
Balance, December 31, 1995 (214,684) - 1,954,741 1,740,057
Net Loss (72,979) - (413,549) (486,528)
____________ ____________ ____________ ____________
Balance, December 31, 1996 $(287,663) $ - $1,541,192 $1,253,529
============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
INCOME GROWTH PARTNERS, LTD. X
(A California Limited Partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
1996 1995 1994
___________ ___________ ___________
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $(486,528) $3,757,729 $(5,322,740)
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization 837,763 863,536 1,201,322
Write down of land and buildings - - 3,900,000
Write off of refinancing deposit and deferred costs - 67,805 -
Extraordinary gain on forgiveness of debt - (4,446,019) -
Increase in prepaid expenses and other assets (25,584) (284,979) (29,555)
Increase (decrease) in:
Accounts payable and accrued liabilities (49,695) (1,327,449) 518,022
Security deposits 19,154 (42,674) (5,115)
Accrued interest payable 64,886 58,506 52,229
___________ ___________ ___________
Net cash provided (used) by operating activities 359,996 (1,353,545) 314,163
___________ ___________ ___________
Cash flows from investing activities:
Capital expenditures (44,383) (98,273) -
___________ ___________ ___________
Net cash used in investing activities (44,383) (98,273) -
___________ ___________ ___________
Cash flows from financing activities:
Sale of Partnership units - 2,024,991 -
Payments of issuance costs - (70,250) -
Principal payments under mortgage debt (178,066) (512,856) (251,748)
Principal payments to affiliate (46,700) (17,028) -
___________ ___________ ___________
Net cash provided (used) by financing activities (224,766) 1,424,857 (251,748)
___________ ___________ ___________
Net increase (decrease) in cash and
cash equivalents 90,847 (26,961) 62,415
Cash and cash equivalents at beginning of year 153,735 180,696 118,281
___________ ___________ ___________
Cash and cash equivalents at end of year $ 244,582 $ 153,735 $ 180,696
=========== =========== ===========
Supplemental cash flows information:
Cash paid for interest $1,434,436 $1,588,857 $2,063,822
=========== =========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY
(A California Limited Partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Basis of Presentation:
Income Growth Partners, Ltd. X (a California limited partnership) (the
"Limited 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. Currently, the Limited Partnership operates two
separate apartment complexes in the Southern California area.
Income Growth Management, Inc. is the sole general partner. The general
partner has made no cash capital contributions to date. As of December 31,
1996, there were approximately 2,082 limited partners in the Partnership.
In January 1994, the Limited Partnership filed a voluntary petition for
relief under Chapter 11 of the federal bankruptcy laws in the United States
Bankruptcy Court for Southern District of California. The statements of
operations and statements of cash flows for the year ended December 31,
1994 separately disclose expenses and cash transactions, respectively,
related to the Bankruptcy.
In October 1994, the Limited Partnership filed a Plan of Reorganization
(the "Plan") that was confirmed by the Bankruptcy Court in March 1995. In
general, the Plan provided for resolution of all claims against the Limited
Partnership as of January 26, 1994. The Limited Partnership emerged from
Chapter 11 effective in May 1995 having fully satisfied all claims in
accordance with the Plan.
The Plan proposed that the Limited Partnership raise additional funds
through an offering of Class A Units that have a preferred status over the
Original Units. The total proceeds from the offering which closed in June
1995 were approximately $2 million (see Note 4).
Under the provisions of the Plan, the Limited Partnership was allowed to
retain ownership of the Mission Park and Shadowridge Meadows properties.
However, the Limited Partnership was unable to raise the required capital
as of the effective date of the Plan, necessary to retain ownership of its
third property, Margarita Summit (see Note 5).
The extraordinary gain on forgiveness of debt reflected in the accompanying
consolidated statement of operations for the year ended December 31, 1995
is summarized as follows:
Discharge of debt due to reorganization
according to the Plan $1,433,394
Refinancing of Mission Park 2,013,625
Foreclosure of Margarita Summit 999,000
__________
$4,446,019
==========
During 1995, in exchange for a 99% interest in IGP X, Mission Park
Associates, L.P. (the "Subsidiary"), a newly formed California limited
partnership, the Limited Partnership contributed certain assets on a tax
free basis including a parcel of real property and improvements known as
Mission Park Apartments which were recorded at cost. The newly formed
Subsidiary is separate and distinct from the Limited Partnership, having
separate assets, liabilities and business operations. The Limited
Partnership and Subsidiary are collectively referred to as the
"Partnership."
2. Summary of Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of the Limited
Partnership and its subsidiary. All significant intercompany balances and
transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and short-term investments with
original maturities at the date of purchase of 90 days or less. The
carrying amount of cash equivalents approximates fair value of those
instruments due to their short maturity.
Real Estate
Land, buildings and improvements are recorded at the lower of cost or net
realizable value. Buildings and improvements are depreciated using the
straight-line method over the estimated useful lives of 7 to 27 years.
In the event that facts and circumstances indicate that the cost of a
property may be impaired, an evaluation of recoverability would be
performed. If an evaluation is required, the estimated future undiscounted
cash flows associated with the property would be compared to the property's
carrying amount to determine if a write-down to fair value is required.
During the fourth quarter of 1994, the Partnership recorded a $3,900,000
write down on its properties, based on independent appraisals of comparable
market value.
Expenditures for maintenance and repairs are charged to expense as
incurred. Significant renovations are capitalized. 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.
Deferred Loan Fees
Deferred loan fees are classified with prepaid expenses and other assets
and represent expenses incurred in obtaining the Partnership's mortgage
loans payable. These fees are being amortized using the straight-line
method which approximates the effective interest method over the terms of
the related mortgage loans.
Revenue Recognition
Rental revenues are recognized at the beginning of each month based on the
current occupancy of the apartments. Amounts not collected by the end of
the month are 100% reserved. When such amounts are collected, the reserve
is reduced by a corresponding amount. Tenant leases are generally for a
term of six months with an option to renew for an additional six months or
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 of the partners could be changed
accordingly.
Reclassifications
The Partnership changed its method of reporting cash flows from operating
activities from the direct method to the indirect method in 1996. Prior
period amounts have been reclassified to conform with the current year
presentation.
Certain prior year amounts have been reclassified to conform with the
current year presentation.
3. Supplemental Cash Flow Information:
Excluded from the consolidated statements of cash flows is the effect of
certain noncash activities. In 1995, the Partnership assumed a $102,000
note payable to an affiliate for payment of loan origination costs
associated with the refinancing of the Mission Park property. The
Partnership also incurred approximately $80,000, in 1995, of additional
debt in connection with the cure and reinstatement of the mortgage loan
related to the Shadowridge Meadows property.
In 1995, the Partnership realized an extraordinary gain of $999,000 as a
result of foreclosure on the Margarita Summit property. Such gain was the
difference between the carrying value of the property and the related
liability of approximately $6,274,000 and $7,273,000, respectively. During
1995, $1,433,000 of liabilities subject to compromise were discharged due
to reorganization. The Partnership realized an extraordinary gain of
approximately $2,014,000, representing the forgiveness of debt as a result
of refinancing its Mission Park property.
4. Activities of the Partnership:
In October 1994, the original partnership agreement was amended, contingent
upon the sale of 8,100 Class A partnership units which was successfully
completed in June of 1995. The amended partnership agreement 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.
Pursuant to terms of the amended partnership agreement, 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.
The Class A Units were offered first to existing limited partners, who had
the right of first refusal to purchase as many of the new units as they
wished subject to the maximum offering and the right of each existing
limited partner to purchase at least the same number of Class A Units as
Original Units they owned. The cost of each Class A Unit was $250 or 25%
of the initial cost of Original Units. Each Class A Unit receives a 12%
cumulative noncompounded annual return on the balance of actual funds
invested in Class A Units. In addition each Class A Unit receives a $500
bonus to be paid from excess cash flow or from liquidation proceeds. All
Class A benefits have priority over and are paid prior to distributions on
Original Units. No distributions have been made to date.
The general partner or its affiliates manage and control the affairs of the
Partnership and have general responsibility for supervising the
Partnership's properties and operations. The general partner and
affiliates are compensated for these efforts as explained in Note 6.
5. Mortgage Loans and Loan Payable to Affiliate:
At December 31, 1996 and 1995, mortgage loans and loan payable to affiliate
consisted of the following:
1996 1995
____________ ____________
Mission Park - first trust deed dated
December 27, 1995, collateralized by land
and buildings and a personal guarantee of the
general partner, interest and principal of
$73,144 payable monthly based on 7.76%
annual interest rate, amortized over 30
years, remaining principal and interest due
January 2006 $10,118,364 $10,200,000
Shadowridge Meadows - first trust deed dated
July 26, 1988, collateralized by land and
buildings with interest only payments plus
additional payments of $8,250 per month based
on 11th District cost of funds, plus 2.75%
until August 1997, thereafter these
payments include principal and interest, and
call for periodic increases in interest
rates with remaining principal and interest
due July 31, 1998 9,670,505 9,766,935
____________ ____________
19,788,869 19,966,935
Note payable to affiliate of general partner
- - promissory note dated December 27, 1995,
with simple interest and principal payable
from time to time at the published prime
rate, stated as 8.25% at December 31, 1996,
and due upon demand 55,300 102,000
____________ ____________
$19,844,169 $20,068,935
============ ============
The carrying amounts of both fixed and variable rate debt instruments
approximate their fair value at December 31, 1996.
Future minimum annual principal payments are summarized as follows:
1997 $ 249,107
1998 9,676,236
1999 111,960
2000 120,964
2001 130,692
Thereafter 9,555,210
___________
$19,844,169
===========
6. Related Party Transactions:
Following is a description of related party transactions for the three
years ended December 31, 1996 that have not otherwise been disclosed:
Management Fees
The Partnership's properties are managed by an affiliate of the general
partner who receives a management fee equal to 4% and 5% of the operating
revenues generated by Shadowridge Meadows and Mission park, respectively.
Management fees aggregated approximately $167,000, $175,000 and $182,000 in
1996, 1995 and 1994, respectively.
Administrative Costs
The general partner is entitled to reimbursement of actual costs incurred
in furnishing certain administrative services and facilities to the
Partnership, including accounting, data processing, duplication, transfer
agent expenses, and professional fees. These reimbursements aggregated
$68,600, $81,100 and $45,900 in 1996, 1995 and 1994, respectively.
Note Receivable from General Partner
At December 31, 1996 and 1995, a non-interest bearing note receivable of
$10,000 was due from the general partner for their initial partnership
capital contribution.
7. Commitments:
Activities of General Partner
The general partner of the Partnership also serves as the general partner
in several other real estate partnerships. To the extent that operations
of these partnerships require significant financial resources of the
general partner or adversely affect the liquidity of the general partner,
the general partner's ability to operate and/or manage the affairs of the
Partnership could be impaired.
8. Concentration of Credit Risk:
The Partnership maintains cash accounts which may exceed FDIC insured
levels at one financial institution. All of the Partnership's cash
equivalents are held in a U.S. Treasury Money Fund which invests in short-
term U.S. Treasury securities. The Partnership has not experienced any
losses to date on its cash or cash equivalents.
<PAGE>
<TABLE>
SCHEDULE III
INCOME GROWTH PARTNERS, LTD. X AND SUBSIDIARY
(A California Limited Partnership)
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1996
<CAPTION>
Cost Capitalized Gross Amount at Which
Initial Costs Subsequent to Acquisition Carried at Close of Period
________________________ _________________________________ __________________________
Building & Carrying Building &
Description Encumbrances Land Improvements Improvements Costs Land Improvements
________________________ ____________ __________ ____________ __________________ _____________ __________ ______________
(A)
<S> <C> <C> <C> <C> <C> <C> <C>
As of December 31, 1996:
184-unit apartment $9,670,505 $3,294,260 $9,821,589 Building $49,401 $3,294,260 $9,885,616
building located in Paving/grading 9,552
Vista, CA (Shadowridge Computer equipment 5,074
Meadows)
264-unit apartment 10,118,364 4,484,105 13,490,802 Building 54,773 4,484,105 13,569,441
building located in Paving/grading 18,162
San Marcos, CA Office furniture/ 630
(Mission Park) fixture
Computer equipment 5,074
143-unit apartment 0 1,600,242 9,072,986 Disposal of (10,673,228) 0 0
building located in property due to
Southern Riverside foreclosure
County, CA (Margarita
Summit) ____________ __________ ____________ _____________ __________ ______________
$19,788,869 $9,378,607 $32,385,377 $(10,530,562) $7,778,365 $23,455,057
============ ========== ============ ============= ========== ==============
<FN>
(A) The aggregate cost for federal income tax purposes is the same as reported above.
(Schedule continued below)
</TABLE>
<PAGE>
<TABLE>
SCHEDULE III
(Continued from above)
<CAPTION>
Gross Amount at Which
Carried at Close of Period
__________________________________
Total Accumulated Date of Date
Description (Land and Building & Improvements) Depreciation Construction Acquired Depreciable Life
________________________ __________________________________ ____________ _____________ _____________ _______________________
(B)
<S> <C> <C> <C> <C> <C>
As of December 31, 1996:
184-unit apartment $13,179,876 $4,444,888 January 1988 November 1988 27 years-building &
building located in improvement; 7-10 years
Vista, CA (Shadowridge landscape, furniture &
Meadows) equipment
264-unit apartment 18,053,546 5,056,045 May 1989 August 1989 Same
building located in
San Marcos, CA
(Mission Park)
143-unit apartment 0 0 February 1989 March 1990 Same
building located in
Southern Riverside
County, CA (Margarita
Summit) __________________________________ ____________
$31,233,422 $10,500,933
================================== ============
<FN>
(B) These amounts include write downs on Mission Park and Shadowridge Meadows of $1.2 million and $1.6 million respectively.
See Note 2 to the financial statements.
</TABLE>
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None during the fiscal year ended December 31, 1996.
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant is a California Limited Partnership. On January 10, 1994,
the Registrant received a letter of resignation from an Individual General
Partner, Polly Van Every Maurer. This letter stated that she was resigning
as an Individual General Partner as of April 18, 1993. A copy of this
letter was attached to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1993 as Exhibit 28.4.
According to Section 5.3.2(4) of the Registrant's Agreement of Limited
Partnership, a General Partner is required to obtain the consent of a
Majority-In-Interest of the Limited Partners prior to retiring. Since such
consent was not obtained, it would appear that this resignation may
constitute a breach of the Agreement of Limited Partnership. The remaining
General Partner, Income Growth Management, Inc., is evaluating what course
of action, if any, to take regarding this resignation.
Sections 8.4 and 9.1 of the Registrant's Agreement of Limited Partnership
provide that the withdrawal of a General Partner of the Registrant will
cause the termination of the Registrant unless the remaining General
Partner(s), if any, elect to continue the business of the Registrant. On
January 11, 1994, Income Growth Management, Inc. elected to continue the
business of the Registrant as the sole remaining General Partner of the
Registrant.
Due to this resignation, the Limited Partnership no longer has any
Individual General Partners. Furthermore, the Subsidiary of the Limited
Partnership also has only corporate general partners. Since the Registrant
is a limited partnership and the sole remaining general partner of the
Limited Partnership is a corporation, there are no immediate directors or
executive officers of the Registrant. The following information pertains
to the directors and executive officers of the corporate general partners
of the Registrant and its Subsidiary.
Information regarding the management of the Partnership is hereby
incorporated herein by this reference from pages 17-18 of the Offering
Memorandum for Class A Units dated October 27, 1994 (under the caption
"Management of the Partnership") from Exhibit 2.2 attached to the
Partnership's Quarterly Report on Form 10-Q for the third quarter ended
September 30, 1994.
Item 11. Executive Compensation
Information regarding the compensation of the Partnership's general
partners and its affiliates is hereby incorporated herein by this reference
from pages 33-35 of the Prospectus (under the caption "Compensation of
General Partners and Affiliates") and from the Partnership's Form 8-K dated
December 27, 1995 including Exhibit 3.1 (Articles of Incorporation of IGP X
Mission Park, Inc.) and Exhibit 4.3 (Agreement of Limited Partnership of
IGP X Mission Park Associates, L.P., A California Limited Partnership)
attached thereto. Disclosures under Item 402 of Regulation S-K are not
applicable as the Partnership has no C.E.O. nor any employees or officers
who earn salary plus bonuses in excess of $100,000.
Item 12. Securities Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
Name and address of Amount and nature of
Title of Class beneficial owner beneficial ownership Percent of Class
______________ ___________________ ____________________ ________________
Class A Units John W. Baer 609.0000 7.5%
1091 Valley View Ct
Los Altos, CA 94024
No other person or group is known by the Partnership to own beneficially
more than 5 percent of the outstanding Original Units or Class A Units.
(b) Security Ownership of Management
None of the officers and directors of the Partnership's corporate general
partners are the beneficial owners of any Original Units or Class A Units.
Item 13. Certain Relationships and Related Transactions
The Partnership is entitled to engage in various transactions involving its
general partners and its affiliates as described in Sections 3.2.9 and 6 of
the Partnership Agreement. None of the agreements and arrangements,
including those relating to compensation, between the Partnership and the
general partners and its affiliates are the result of arm's-length
negotiations. The potential conflicts of interest inherent in such
transactions are discussed on pages 41-42 of the Prospectus and on page 24
of the Offering Memorandum for Class A Units dated October 27, 1994 (under
the caption "Conflicts of Interest"), which discussions are hereby
incorporated herein by this reference. Also incorporated herein is the
information included in Note 6 to the financial statements with regard to
related-party transactions.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Financial Statements
The following Financial Statements of the Partnership and related Notes
to Financial Statements and Accountants' Report are filed herewith:
Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Operations for the years ended December 31,
1996, 1995, and 1994
Consolidated Statements of Partners' Capital (Deficit) for the years
ended December 31, 1996, 1995, and 1994
Consolidated Statements of Cash Flows for the years ended December 31,
1996, 1995, and 1994
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedule
Schedule III Real Estate and Accumulated Depreciation
All other schedules are either not required, or the information therein
is included in the notes to the Audited Financial Statements.
(a) (3) Exhibits
The Exhibit Index contained in this report lists the exhibits that are
either filed as part of this report or incorporated herein by reference
from a prior filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the fiscal
year covered by this report
(c) Exhibits
See Exhibit 27.6 "Financial Data Schedule" contained in this report.
(d) Financial Statement Schedule
The Financial Statement Schedule listed in Item (a) (2) above is attached
hereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 28, 1997
INCOME GROWTH PARTNERS, LTD. X,
a California Limited Partnership
By: Income Growth Management, Inc.
General Partner
By: /s/ David W. Maurer
David W. Maurer, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Title and Capacity Date
_____________________ __________________ ______________
/s/ David W. Maurer (1) (2) March 28, 1997
David W. Maurer
/s/ Timothy C. Maurer (1) (3) March 28, 1997
Timothy C. Maurer
_______________
(1) Director of Income Growth Management, Inc., General Partner of the
Registrant
(2) Chief executive officer of the Registrant and of Income Growth
Management, Inc.
(3) Chief financial officer and chief accounting officer of the Registrant
and of Income Growth Management, Inc.
EXHIBIT INDEX
Exhibit No. Description Location
___________ ______________________________________________________ ________
2.2 Second Amended Disclosure Statement to Debtor's *
Second Amended Plan of Reorganization, As Revised
(with Second Amended Plan of Reorganization
attached as Exhibit 1) filed with the Bankruptcy
Court on October 25, 1994;
Order Approving Second Amended Disclosure Statement
to Debtor's Second Amended Plan of Reorganization,
Approving Ballots and Fixing Dates for Filing
Acceptances or Rejections of Plan and for
Confirmation Hearing, Combined with Notice Thereof;
Equity Interest Holder Ballot for Accepting or
Rejecting Debtor's Second Amended Plan of
Reorganization;
Offering Memorandum for Income Growth Partners,
Ltd. X Class A Units dated October 27, 1994 (with
Amended and Restated Agreement of Limited
Partnership attached as Exhibit B).
3.1 Articles of Incorporation of IGP X Mission Park, Inc. **
4.2 Amended and Restated Agreement of Limited Partnership ***
4.3 Agreement of Limited Partnership of IGP X Mission Park **
Associates, L.P., A California Limited Partnership
27.6 Financial Data Schedule Attached
28.1 Prospectus dated January 3, 1991 ****
28.4 Letter regarding resignation of General Partner *****
___________________________________
* Incorporated by reference from the Partnership's Quarterly Report on
Form 10-Q for the third quarter ended September 30, 1994 (Commission
File Number 0-18528).
** Incorporated by reference from the Partnership's Current Report on
Form 8-K dated December 27, 1995 (Commission File Number 0-18528).
*** Included as Exhibit "B" to the Partnership's Offering Memorandum for
Income Growth Partners, Ltd. X Class A Units dated October 27, 1994,
included in Exhibit 2.2 incorporated by reference from the
Partnership's Quarterly Report on Form 10-Q for the third quarter
ended September 30, 1994 (Commission File Number 0-18528).
**** Incorporated by reference from the Partnership's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1992 (Commission
File Number 0-18528).
***** Incorporated by reference from the Partnership's Annual Report on
Form 10-K for the Fiscal Year ended December 31, 1993 (Commission
File Number 0-18528).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements filed with the Registrant's Form 10-K for the year ended
December 31, 1996 and is qualified in its entirety by reference to such
Financial Statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 244,582
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 789,037
<PP&E> 31,233,412
<DEPRECIATION> (10,545,531)
<TOTAL-ASSETS> 21,476,918
<CURRENT-LIABILITIES> 444,520
<BONDS> 19,788,869
0
0
<COMMON> 0
<OTHER-SE> 1,243,529
<TOTAL-LIABILITY-AND-EQUITY> 21,476,918
<SALES> 0
<TOTAL-REVENUES> 3,576,981
<CGS> 0
<TOTAL-COSTS> 1,726,424
<OTHER-EXPENSES> 837,763
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,499,322
<INCOME-PRETAX> (486,528)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (486,528)
<EPS-PRIMARY> (18.06)
<EPS-DILUTED> 0
</TABLE>
