-----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, RU3MGY/FqY0dFBgajijt2D5GHWpMESeKfG9tVIV7TGFBfMU4+n9vlu2iw+XhRlUI bd/+Qofa3yl1kff2EhTtmQ== 0000105519-97-000023.txt : 19971118 0000105519-97-000023.hdr.sgml : 19971118 ACCESSION NUMBER: 0000105519-97-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971117 SROS: NONE 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: 97722308 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 9-30-97 - -------------------------------------------------------------------------------- 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, 1997 _ 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, 1997, 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, 1995 Three Months Nine Months (inception) Ended Ended through September 30, September September 30, 30, 1997 1996 1997 1996 ---- ---- ---- ---- Interest income .............. $ 118,756 $100,77 $ 54,749 $ 102,584 Interest expense ............. -- -- -- (57,694) Operating expense ............ (103,224) (35,913) (240,237) (35,913) Income before income taxes ... 15,532 64,857 114,512 8,977 Provision for income taxes ... 4,264 2,500 44,417 2,500 Net income ................... $ 11,268 $62,357 $ 70,095 $ 6,477 Earnings per share ........... $ 0.01 $ 0.08 $ 0.08 $ 0.02 Weighted average common shares outstanding .................. 890,000 827,779 890,000 276,600
See notes to accompanying unaudited financial statements 2 ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS (Unaudited) September 30, December 31, 1997 1996 ASSETS Cash $ 423,485 $ 628,865 Restricted cash 447,798 9,362 US Treasury bills - restricted 7,999,895 7,998,644 Accrued investment interest receivable 98,182 202,582 Prepaids and other 3,840 - ---------- --------- Total Assets $8,973,200 $ 8,839,453 ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $ 119,049 $ 55,397 Common stock, subject to possible conversion 160,000 shares at redemption value 1,709,175 1,642,118 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 7,132,504 7,132,504 Earnings accumulated during development Stage 3,571 533 ----- --- Total stockholders' equity 7,144,976 7,141,938 ------------ --------- Total liabilities and stockholders' equity $8,973,200 $8,839,453 ========== ========== See notes to accompanying unaudited financial statements. 3 ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS (Unaudited) Nine October 19, Months 1995 Three Months Ended Ended (inception) September 30, September through 30, September 30, 1997 1996 1997 1996 ---- ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ................... $ 11,268 $ 62,357 $ 70,095 $ 6,477 Adjustments to reconcile net income to net cash provided by operating activities: Note discount amortization ... -- 34,816 -- 37,500 Changes in working capital: Decrease (increase) in accrued investment receivables ............... (93,034) (90,980) 104,400 (90,980) Decrease (increase) in ...... (1,596) -- (3,840) - prepaids and other Decrease (increase) in other current assets .............. -- 74,016 -- -- Increase (decrease) in accrued expenses ........... 22,535 (118,384) 63,652 23,328 ------ -------- ------ ------ Cash provided by operating activities: ................. (60,827) (38,175) 234,307 (23,675) ------------ ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bill (7,999,895) (7,998,643) (11,995,792) (7,998,643) Sale of U.S. Treasury bill ... -- -- 11,994,541 -- Decrease (increase) in restricted cash .............. 7,979,804 (9,325) (438,436) (9,325) --------- ------ -------- ------ Cash used by investing activities .................. (20,091) (8,007,968) (439,687) (8,007,968) ------- ---------- -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Issue of units and redeemable Class B purchase warrants, net -- 8,677,905 -- 8,677,905 Issuance of unsecured ........ -- -- -- 100,000 promissory notes 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 -- 11,000 ----- ------ ----- ------ Cash provided by financing activities .................... -- 8,688,905 -- 8,703,905 ------------ ------------ ------------ ------------ NET INCREASE (DECREASE) IN CASH (80,918) 642,762 (205,380) 672,262 Cash at beginning of period . 504,403 29,500 628,865 -- ------------ ------------ ------------ ------------ Cash at end of period ....... $ 423,485 $ 672,262 $ 423,485 $ 672,262 ============ ============ ============ ============
See notes to accompanying unaudited financial statements. 4 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, 1996 and period October 19, 1995 (Date of inception) to December 31, 1996. NOTE 2. INVESTMENTS On June 26, 1997 U.S. Treasury Bills with a cost basis of $7,995,016 matured. The proceeds of $8,279,000 are included under restricted cash on the balance sheet and are held in an escrow account with a bank. On July 11, 1997 U.S. Treasury Bills having maturities in January of 1998 were purchased at a cost of $7,999,895 and a maturity value of $8,210,000. The ultimate use of these funds is restricted and subject to release at the earlier of (i) consummation of its first business combination, or (ii) liquidation of the Company. ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company has commenced activities associated with performing due diligence and structuring activities on potential acquisition target companies. However, the Company has been unsuccessful thus far in locating a viable transaction for shareholder approval. Results for the three-month and nine-month periods through September 30, 1997 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 5 ITEM 4: Submission of Matters to a Vote of Security Holders None ITEM 5: Other Information: Report of Sales of Securities and Use of Proceeds Therefrom: (a) The following information amends and updates the previously filed Form SR dated April 2, 1997 which details the use of proceeds following the company's initial public offering on July 9, 1996. The commission has eliminated the requirement to file Form SR, but instead, now requires use of proceeds to be reported in the company's Securities Exchange Act periodic reports. The period covered below is for the period April 3, 1997 to September 30, 1997 and shows the cumulative use of proceeds to date. 1. The amount of expenses incurred for the issuer's account in connection with the issuance and distribution of the securities registered for each category listed below: Direct or indirect payments to directors, Direct or indirect officers, general partners of the issuer or payments to others their associates; to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer (A) (B) (01) Underwriting discounts and commissions $ $ 681,431 (02) Finders' Fees - - (03) Expenses paid to underwriters - 270,851 (04) Other Expenses 62,180 282,242 ------ ------- (05) Total Expenses $ 62,180 $1,234,524 ====== =========
2. The net offering proceeds to the issuer after the total expenses in Item 1 above was: $8,717,609 ========== 6 3. The amount of net offering proceeds to the issuer used for each of the purposes listed below: Direct or indirect payments to directors, Direct or indirect officers, general partners of the issuer or payments to others their associates; to persons owning ten percent or more of any class of equity securities of the issuer; and to affiliates of the issuer (A) (B) (01) Construction of plant building $ $ - and facilities - - (02) Purchase and installation of - machinery and equipment (03) Purchase of real estate - - (04) Acquisition of other business(es) - 74,448 (05) Repayment of indebtedness - 103,533 (06) Working Capital - - (07) United States Bill - 8,000,000 (08) Vista Treasury Funds - 301,786 (09) Professional Fees 30,713 53,317 (10) Rent and Office Fees 36,773 - (11) Taxes - 92,946 (12) Other - 24,093 ------ -------- Total $67,486 $8,650,123 ======= ==========
4. The use of proceeds in Item 3 does not represent a material change in the use of proceeds described in the prospectus. 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. 7 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 14,1997 By: /s/William L. Remley William L. Remley President & Treasurer 8 EX-27 2
5 1 9-mos DEC-31-1997 SEP-30-1997 871,283 7,999,895 0 0 0 102,022 0 0 8,973,200 119,050 0 8,900 0 1 8,845,249 8,973,200 0 354,749 0 0 240,237 0 0 114,512 44,417 70,095 0 0 0 70,095 0.08 0.08
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