-----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, NUVbszBU4eJFNYig+TEH7Meeu6GebC5euvE5t+lb6pvHdLM2m2udz4aOs4NGVjCS JAmTV+hmyBPah9TLOa025Q== 0001064717-98-000005.txt : 19980814 0001064717-98-000005.hdr.sgml : 19980814 ACCESSION NUMBER: 0001064717-98-000005 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-20837 FILM NUMBER: 98686068 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 10QSB 1 QUARTERLY REPORT FOR PERIOD ENDING 6-30-98 - ------------------------------------------------------------------------------- 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: June 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 August 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 Six Months 1995 Ended Ended (inception) June 30, June 30, through June 30, 1998 1997 1998 1998 ---- ---- ---- ---- Interest income ........... $ 109,528 $ 119,704 $ 219,670 $ 917,226 Operating expense ......... (28,117) (41,098) (140,501) (557,046) Stock-based compensation expense .................. -- -- -- (100,000) Interest expense .......... -- -- -- (57,694) --------- --------- --------- --------- Income (loss) before income taxes ............. 81,411 78,606 79,169 202,486 Provision for income) taxes ................... (17,403) (37,334) (24,758) (101,158) --------- --------- --------- --------- Net income (loss) ......... $ 64,008 $ 41,272 $ 54,411 $ 101,328 ========= ========= ========= ========= Earnings per share: Basic .................. $ 0.07 $ 0.05 $ 0.06 ========= ========= ========= Diluted ................ $ 0.07 $ 0.05 $ 0.06 ========= ========= ========= 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 2 ORION ACQUISITION CORP. II (a corporation in the development stage) BALANCE SHEETS (Unaudited) June 30, December 31, 1998 1997 ASSETS Cash $ 114,390 $ 312,010 Restricted cash 184,989 453,209 US Treasury bills - restricted 8,637,530 7,999,895 Accrued investment interest receivable 51,791 208,100 Deferred acquisition costs 845 8,072 ---------- ---------- Total assets $ 8,989,545 $ 8,981,286 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accrued expenses $ 46,811 $ 92,964 Common stock, subject to possible conversion of 160,000 shares at redemption value 1,774,862 1,732,240 Commitments and contingencies - - Stockholders' equity: Convertible preferred stock, $.01 par value, 1,000,000 shares authorized: 1 1 110 shares issued and outstanding 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 (73,533) (85,323) ---------- --------- Total stockholders' equity 7,167,872 7,156,082 --------- --------- Total liabilities and stockholders' equity $ 8,989,545 $ 8,981,286 =========== =========== See notes to accompanying unaudited financial statements 3 ORION ACQUISITION CORP. II (a corporation in the development stage) STATEMENTS OF CASH FLOWS Six Months October Ended 19, 1995 Three Months Ended June 30, (inception) June 30, through June 30, 1998 1997 1998 1998 ---- ---- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 64,008 $ 41,272 $ 54,411 $ 101,328 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 43,946 174,157 156,309 (51,791) Decrease in prepaids and other - 256 - - (Decrease) increase in accrued expenses (73,633) 37,631 (46,153) 46,811 --------- -------- --------- --------- Cash provided by operating activities 34,321 253,316 164,567 233,848 -------- -------- -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of U.S. Treasury bills and other increases in restricted cash (150,981) (287,351) (369,414) (8,822,518) (Increase) decrease in deferred acquisition costs (845) - 7,227 (845) --------- -------- -------- --------- Cash used by investing activities (151,826) (287,351) (362,187) (8,823,363) --------- --------- --------- ----------- 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 (117,505) (34,035) (197,620) 114,390 Cash at beginning of period 231,895 538,438 312,010 - -------- -------- -------- --------- Cash at end of period $114,390 $504,403 $114,390 $ 114,390 ======== ======== ======== ========= 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, 1997 and period October 19, 1995 (Date of inception) to December 31, 1997. NOTE 2. INVESTMENTS On April 30, 1998 U.S. Treasury Bills with a cost basis of $8,639,852 matured. The proceeds of $8,797,267 are included under restricted cash on the balance sheet and are held in an escrow account with a bank. On May 31, 1998 U.S. Treasury Bills having maturities in August of 1998 were purchased at a cost of $8,637,530 and a maturity value of $8,750,000. 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 In July of 1998, the Company signed a non-binding letter of intent to acquire a mortgage banking business ("the Target"). Under the terms of the letter of intent, the former owners of the Target will receive shares of a new class of Orion common stock which will initially equal one percent (1%) of Orion's issued and outstanding common stock, but have a vote equal to sixty-six and two-thirds percent (66 2/3%) of Orion's total voting power. This new class of Orion common stock would be exchangeable into ordinary Orion common stock at amounts computed according to a market-value based computation at the option of the holders for a period of seven years from completion of the transaction. Completion of the transaction is subject to, among other things, completion of due diligence, negotiation and execution of definitive documentation and approval by the shareholders of Orion, who will also be presented with the alternative option to liquidate Orion in accordance with Delaware law. Results for the three and six month periods through June 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. 5 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 By: /s/William L. Remley Dated: August 13, 1998 William L. Remley President & Treasurer 6 EX-27 2
5 1 3-mos DEC-31-1998 JUN-30-1998 299,379 8,637,530 51,791 0 0 8,989,545 0 0 8,989,545 46,811 0 8,900 0 1 8,933,833 8,989,545 0 109,528 0 0 28,117 0 0 81,411 17,403 64,008 0 0 0 64,008 0.07 0.07
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