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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 33-80997-01
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RCIP, L.P.
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(Exact name of Registrant as specified in its charter)
DELAWARE 84-1326719
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(State of organization) (IRS Employer ID No.)
6430 So. Quebec St., Englewood, CO 80111
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(Address of principal executive offices, including zip code)
(303) 741-3707
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(Registrant's telephone number, including area code)
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 such
filing requirements for the past 90 days. Yes X No
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RCIP, L.P.
FORM 10-Q
INDEX
Page Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheet as of September 30, 1996 2
Statement of Operations for the Three Months Ended
September 30, 1996; the Period April 1, 1996
to September 30, 1996 3
Statement of Cash Flows for the Period
April 1, 1996 to September 30, 1996 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION 7
SIGNATURES
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RCIP, L.P.
BALANCE SHEET
SEPTEMBER 30, 1996
(UNAUDITED)
ASSETS
Cash $ 110
Prepaid expenses and other assets, net 190,671
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Total $190,781
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LIABILITIES AND PARTNERS' DEFICIT
Due to ROC Communities, Inc. $209,176
Partners' deficit (18,395)
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Total $190,781
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See accompanying notes.
2
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RCIP, L.P.
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
THREE MONTHS ENDED FOR THE PERIOD APRIL 1, 1996
SEPTEMBER 30, 1996 TO SEPTEMBER 30, 1996
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<S> <C> <C>
Expenses:
General and administrative $ 43 $ 137
Amortization 13,797 18,368
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Total Expenses $ 13,840 $ 18,505
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Net Loss $(13,840) $(18,505)
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</TABLE>
See accompanying notes.
3
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RCIP, L.P.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 1, 1996 TO SEPTEMBER 30, 1996
(UNAUDITED)
Cash Flows From Operating Activities:
Net loss $ (18,505)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 18,368
Changes in operating assets and liabilities:
Prepaid expenses and other assets (209,039)
Accounts payable, accrued expenses, and other
liabilities 209,176
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Net cash provided by operating activities 0
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Net Change In Cash and Cash Equivalents 0
Cash and Cash Equivalents at Beginning of Period 110
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Cash and Cash Equivalents at End of Period $ 110
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See accompanying notes.
4
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RCIP, L.P.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND PARTNERSHIP AGREEMENT
RCIP, L.P. was organized on December 20, 1995 as a limited partnership in
the State of Delaware. The sole general partner of RCIP, L.P. is ROC
Communities, Inc., a Maryland corporation ("ROC"). The sole limited
partner is ROCF, Inc., a wholly-owned subsidiary of ROC.
RCIP, L.P. was formed for the purpose of engaging in any activity serving
the business interest of ROC. RCIP, L.P. was organized as a first step to
reorganize ROC's business in the UPREIT format. ROC has delayed the
completion of such reorganization, which will involve the contribution by
ROC of substantially all of its assets or beneficial interest therein,
subject to liabilities, to RCIP, L.P. in view of the proposed merger with
Chateau Properties, Inc., a Maryland corporation, which is already
organized as an UPREIT. RCIP, L.P. has not commenced operations, and holds
nominal organizational assets and liabilities.
Allocations of profits and losses shall be made in proportion to the
capital contributions of the partners of RCIP, L.P. Distributions shall be
made to the partners of RCIP, L.P. at the time and in the amounts
determined by ROC, as the general partner. Distributions shall be
allocated in the same proportion as the respective capital account balance
at the date of distribution.
The accompanying financial statements and related notes have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
In the opinion of management, all adjustments (consisting of only normal
recurring accruals) considered necessary for fair presentation of RCIP,
L.P.'s financial position, results of operations, and cash flows have been
included. The results of operations for the period presented is not
necessarily indicative of the results for a full year.
2. DUE TO ROC COMMUNITIES, INC.
ROC has funded the organization costs of RCIP, L.P. in the amount of
$209,176. The funding will be repaid to ROC when RCIP, L.P. commences
operations.
5
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ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
RCIP, L.P. was organized on December 20, 1995 as a limited partnership in the
State of Delaware. The sole general partner of RCIP, L.P. is ROC Communities,
Inc., a Maryland corporation ("ROC"). The sole limited partner is ROCF, Inc., a
wholly-owned subsidiary of ROC. RCIP, L.P. was formed for the purpose of
engaging in any activity serving the business interest of ROC. RCIP, L.P. was
organized as a first step to reorganize ROC's business in the UPREIT format.
ROC has delayed the completion of such reorganization, which will involve the
contribution by ROC of substantially all of its assets or beneficial interest
therein, subject to liabilities, to RCIP, L.P. in view of the proposed merger
with Chateau Properties, Inc., a Maryland corporation, which is already
organized as an UPREIT. RCIP, L.P. has not commenced operations, and holds
nominal organizational assets and liabilities. There are no comparative results
of RCIP, L.P. ROC has funded the organization costs of RCIP, L.P. in the amount
of $209,176. The funding will be repaid to ROC when RCIP, L.P. commences
operations.
6
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedules
(b) Reports on Form 8-K
None
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
RCIP, L.P.
(Registrant)
By: ROC Communities, Inc., its general partner
By: /s/ Gary P. McDaniel
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Gary P. McDaniel
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 1996
7
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENT OF OPERATIONS FOUND ON PAGES 2 AND 3 OF THE
COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE; AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 110
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 190781
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (18395)
<TOTAL-LIABILITY-AND-EQUITY> 190781
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18505
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18505)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18505)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
