-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqdsY5vy2RjJL1ncpyEdS6QkPaXU6MI3E74r49w2fKnlkQbrVVHw+qSQYUMfXasw 68/qSnSbl21utpQT1B+aOw== 0001064717-98-000018.txt : 19981124 0001064717-98-000018.hdr.sgml : 19981124 ACCESSION NUMBER: 0001064717-98-000018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION ACQUISITION CORP II CENTRAL INDEX KEY: 0001011835 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 133863260 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20837 FILM NUMBER: 98757788 BUSINESS ADDRESS: STREET 1: 1430 BROADWAY STREET 2: 13TH FL CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123911392 MAIL ADDRESS: STREET 1: 1430 BROADWAY 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 10-Q 1 QUARTERLY REPORT FOR PERIOD ENDING 9-30-98 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended: September 30, 1998 _ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-20837 Orion Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 13-3863260 (State of Incorporation) (IRS Employer Identification No.) 1430 Broadway, 13th Floor New York, New York 10018 10018 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (212) 391-1392 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 ___ As of November 1, 1998, 890,000 shares of Common Stock were issued and outstanding. - -------------------------------------------------------------------------------- PART 1. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF OPERATIONS (Unaudited) October 19, Three Months Nine 1995 Ended Months (inception) September 30, Ended through September September 30, 30, 1998 1997 1998 1998 ---- ---- ---- ---- Interest income $110,684 $118,756 $ 330,354 $1,027,910 Operating expense (18,645) (103,224) (159,147) (535,766) Stock-based compensation expense - - - (100,000) Interest expense - - - (57,694) ------- ------- --------- ---------- Income (loss) before income taxes 92,039 15,532 171,207 334,450 Provision for income taxes (46,417) (4,264) (71,175) (187,500) -------- -------- ---------- ---------- Net income (loss) $45,622 $11,268 $ 100,032 $ 146,950 ======= ======= ========= ========= Earnings per share: Basic $ 0.05 $ 0.01 $ 0.11 ======= ======= ========= Diluted $ 0.05 $ 0.01 $ 0.11 ======= ======= ========= Weighted average common shares outstanding: Basic 890,000 890,000 890,000 ======= ======= ========= Diluted 890,000 890,000 890,000 ======= ======= ========= See notes to accompanying unaudited financial statements ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS (Unaudited) September 30, December 31, 1998 1997 ---- ---- ASSETS Cash $ 65,882 $ 312,010 Restricted cash 188,263 453,209 US Treasury bills - restricted 8,749,689 7,999,895 Accrued investment interest receivable 45,561 208,100 Deferred acquisition costs - 8,072 ---------- ---------- Total assets $ 9,049,395 $ 8,981,286 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $ 61,041 $ 92,964 Common stock, subject to possible conversion of 160,000 shares at redemption value 1,796,703 1,732,240 Commitments and contingencies - - Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized: 110 shares issued and outstanding 1 1 Common stock, $.01 par value 10,000,000 shares authorized; 890,000 shares issued and outstanding (which includes shares subject to possible redemption) 8,900 8,900 Additional paid-in capital 7,232,504 7,232,504 Earnings accumulated during development stage (49,754) (85,323) ----------- ----------- Total stockholders' equity 7,191,651 7,156,082 ----------- ------------ Total liabilities and stockholders' equity $ 9,049,395 $ 8,981,286 =========== =========== See notes to accompanying unaudited financial statements ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS (Unaudited) October 19, 1995 (inception) Nine Months through Three Months Ended Ended September September 30, September 30, 30, 1998 1997 1998 1998 ---- ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 45,622 $ 11,268 $100,032 $ 146,950 Adjustments to reconcile net loss to net cash provided by operating activities: Note discount amortization - - - 37,500 Stock based compensation expense - - - 100,000 Changes in working capital: Decrease (increase) in accrued investment receivables 6,230 (93,034) 162,539 (45,561) Decrease in pre-paids and other - (1,596) - - (Decrease) increase in accrued expenses 14,228 22,535 (31,923) 61,041 -------- -------- --------- --------- Cash provided by operating activities: 66,080 (60,827) 230,648 299,930 -------- --------- -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bills and other increases in restricted cash (115,433) (20,091) (484,848) (8,937,953) (Increase) decrease in deferred acquisition costs 845 - 8,072 - -------- -------- -------- --------- Cash used by investing activities (114,588) (20,091) (476,776) (8,937,953) --------- --------- --------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of units and redeemable Class B purchase warrants, net - - - 8,677,905 Issuance of unsecured promissory notes - - - 100,000 Repayment of unsecured promissory notes - - - (100,000) Issuance of founders' shares - - - 7,500 Issuance of private placement shares - - - 7,500 Issuance of convertible preferred stock - - - 11,000 -------- -------- -------- --------- Cash provided by financing activities - - - 8,703,905 -------- -------- -------- --------- NET (DECREASE) INCREASE IN CASH (48,508) (80,918) (246,128) 65,882 Cash at beginning of period 114,390 504,403 312,010 - -------- -------- -------- --------- Cash at end of period $ 65,882 $423,485 $ 65,882 $ 65,882 ======== ======== ======== ========= See notes to accompanying unaudited financial statements. ORION ACQUISITION CORP. II (a corporation in the development stage) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with instructions to Form 10-QSB and do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation which were of a normal and recurring nature have been included. The results of operations for any interim period are not necessarily indicative of the results for the year. These unaudited financial statements should be read in conjunction with the financial statements and related notes included on Form 10-KSB for the year ended December 31, 1997 and period October 19, 1995 (Date of inception) to December 31, 1997. NOTE 2. INVESTMENTS On August 20, 1998 U.S. Treasury Bills with a cost basis of $8,637,530 matured. The proceeds of $8,750,000 are included under restricted cash on the balance sheet and are held in an escrow account with a bank. On August 24, 1998 U.S. Treasury Bills having maturities in November of 1998 were purchased at a cost of $8,749,689 and a maturity value of $8,854,000. The ultimate use of these funds is restricted and subject to release at the liquidation of the Company. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As a result of tumultuous market conditions during August and September of 1998, negotiations with a mortgage banking business targeted for acquisition in July 1998 deteriorated. As a result of not closing a business acquisition subsequent to July 2, 1998, the Company will submit for stockholder consideration, a proposal to liquidate the Company and distribute to the then holders of Common Stock acquired as part of the Units sold in the Offering or in the open market thereafter, the amount held in the escrow account maintained by the Proceeds Escrow Agent. Thereafter, all remaining assets available for distribution will be distributed to all holders of the Company's Common Stock after payment of liabilities and after appropriate provision has been made for the payment of liquidation distributions upon each class of stock, if any, having preference over the Common Stock. Since all stockholders of the Company immediately prior to the Closing Date of the Offering have agreed to waive their respective rights to participate in a liquidation distribution occurring prior to the first Business Combination, all of the assets of the Company, including any income and interest earned on the escrowed proceeds of the Offering, which may be distributed upon such liquidation would be distributed to the owners of the Common Stock issued as part of the Units in the Offering or in the open market thereafter. There can be no guarantee that the Company's liabilities at liquidation will not exceed the Company's unrestricted cash on hand. In such circumstances, there can be no assurance that creditors of the company will not be able to obtain payment out of escrowed funds. Results for the three and nine month periods through September 30, 1998 and 1997, respectively, consisted of investment income earned from Treasury Bonds held in escrow less expenses associated with general and administrative overheads and due diligence activities. PART II - OTHER INFORMATION ITEM 1: Legal Proceedings None ITEM 2: Changes in Securities None ITEM 3: Defaults Upon Senior Securities None ITEM 4: Submission of Matters to a Vote of Security Holders None ITEM 5: Other Information None ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibits: Exhibit 27: Financial Data Schedule for the Quarterly Form 10-QSB (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. ORION ACQUISITION CORP. II Dated: November 23, 1998 By: /s/ William L. Remley --------------------------------- William L. Remley President & Treasurer EX-27 2
5 1 3-mos DEC-31-1998 SEP-30-1998 254145 8749689 45561 0 0 9049395 0 0 9049395 61041 0 8,900 0 1 8979454 9049395 0 110684 0 0 18645 0 0 92039 46417 45622 0 0 0 45622 0.05 0.05
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