<PAGE>
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 JUNE 30, 1996
-------------
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
-------------
RCIP, L.P.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 84-1326719
- ----------------------- ---------------------
(State of organization) (IRS Employer ID No.)
6430 So. Quebec St., Englewood, CO 80111
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(303) 741-3707
----------------------------------------------------
(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
---- ----
<PAGE>
RCIP, L.P.
FORM 10-Q
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheet as of June 30, 1996 2
Statement of Operations for the Period
April 1, 1996 to June 30, 1996 3
Statement of Cash Flows for the Period
April 1, 1996 to June 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
<PAGE>
RCIP, L.P.
BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
ASSETS
Cash $ 110
Prepaid expenses and other assets, net 197,736
--------
Total $197,846
--------
--------
LIABILITIES AND PARTNERS' DEFICIT
Accounts payable and accrued expenses $202,401
Partners' deficit (4,555)
--------
Total $197,846
--------
--------
See accompanying notes.
2
<PAGE>
RCIP, L.P.
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 1, 1996 TO JUNE 30, 1996
(UNAUDITED)
Expenses:
General and administrative $ 94
Amortization 4,571
-------
Total Expenses $ 4,665
-------
Net Loss $(4,665)
-------
-------
See accompanying notes.
3
<PAGE>
RCIP, L.P.
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 1, 1996 TO JUNE 30, 1996
(UNAUDITED)
Cash Flows From Operating Activities:
Net loss $ (4,665)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 4,571
Changes in operating assets and liabilities:
Prepaid expenses and other assets (202,307)
Accounts payable, accrued expenses, and other
liabilities 202,401
---------
Net cash provided by operating activities 0
---------
Net Change In Cash and Cash Equivalents 0
Cash and Cash Equivalents at Beginning of Period 110
---------
Cash and Cash Equivalents at End of Period $ 110
---------
---------
See accompanying notes.
4
<PAGE>
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. If ROC proceeds with an offering of unsecured
non-convertible debt securities or seeks to effect a purchase of properties
on a tax-deferred basis from the sellers of such properties, ROC will
contribute substantially all of its assets or beneficial interest therein,
subject to liabilities, to RCIP, L.P. and will effect such debt offering or
purchase through RCIP, L.P. Thereafter, ROC will conduct substantially all
of its business through, and maintain control over, RCIP, L.P. and
RCIP, L.P. will not conduct any operations that are independent from
those of ROC. 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.
5
<PAGE>
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. If ROC
proceeds with an offering of unsecured non-convertible debt securities or
seeks to effect a purchase of properties on a tax-deferred basis from the
sellers of such properties, ROC will contribute substantially all of its
assets or beneficial interest therein, subject to liabilities, to RCIP, L.P.
and will effect such debt offering or purchase through RCIP, L.P. Thereafter,
ROC will conduct substantially all of its business through, and maintain
control over, RCIP, L.P., and RCIP, L.P. will not conduct any operations that
are independent from those of ROC. RCIP, L.P. has not commenced operations,
and holds nominal organizational assets and liabilities. There are no
comparative results of RCIP, L.P.
6
<PAGE>
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:
------------------------------------------
Gary P. McDaniel
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 13, 1996
7
<TABLE> <S> <C>
<PAGE>
<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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 110
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 197846
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (4555)
<TOTAL-LIABILITY-AND-EQUITY> 197846
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4665
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4665)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
