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Previous: CS WIRELESS SYSTEMS INC, 10-Q, 1997-05-15 |
Next: UNITED COMMUNITY BANKSHARES INC, 10QSB, 1997-05-15 |
- -------------------------------------------------------------------------------
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: March 31, 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) (I.R.S. 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 ___
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No ___
As of April 30, 1997, 890,000 shares of Common Stock were issued and
outstanding.
- -------------------------------------------------------------------------------
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
ORION ACQUISITION CORP. II
(a corporation in the development stage)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<S> <C> <C>
October 19, 1995
(inception)
Three Months Ended through
March 31, March 31,
1997 1996
---- ----
Interest income $ 116,289 $ 446
Interest expense -- (2,107)
Operating expense (87,387) (2,684)
-------------- -------------
Income (loss) before income taxes 28,902 (4,345)
Provision for income taxes (11,347) --
--------------- -------------
Net income (loss) $ 17,555 $ (4,345)
============== ============
Earnings per share $ 0.02 $ (0.11)
============== =============
Weighted average common shares outstanding 890,000 40,702
</TABLE>
See notes to accompanying unaudited financial statements
<PAGE>
ORION ACQUISITION CORP. II
(a corporation in the development stage)
(Unaudited)
BALANCE SHEET
<TABLE>
<S> <C> <C>
March 31, December 31,
1997 1996
ASSETS
Cash $ 538,438 $ 628,865
Restricted cash 145,236 9,362
US Treasury bills - restricted 7,995,016 7,998,644
Accrued investment interest receivable 179,305 202,582
Prepayments 2,500 --
--------------- -------------
Total Assets $ 8,860,495 $ 8,839,453
=============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses $ 58,884 $ 55,397
Common stock, subject to possible conversion
160,000 shares at redemption value 1,663,911 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 (loss) accumulated during development stage (3,705) 533
---------------- -------------
Total stockholders' equity 7,137,700 7,141,938
--------------- -------------
Total liabilities and stockholders' equity $ 8,860,495 $ 8,839,453
=============== =============
</TABLE>
See notes to accompanying unaudited financial statements.
<PAGE>
ORION ACQUISITION CORP. II
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
October 19, 1995
(inception)
Three Months Ended through
March 31, March 31,
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 17,555 $ (4,345)
Adjustments to reconcile net loss to net cash
provided by operating activities
Note discount amortization -- 2,684
Changes in working capital:
Decrease in accrued investment receivables 23,277 --
Increase in prepayments (2,500) --
Increase in other current assets -- (157,587)
Increase in accrued expenses 3,487 90,111
---------------- ---------------
Cash provided by operating activities: 41,819 (69,137)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of U.S. Treasury bill (3,995,897) --
Sale of U.S. Treasury bill 3,999,525 --
Increase in restricted cash (135,874) --
----------------- ---------------
Cash used by investing activities (132,246) --
----------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of unsecured promissory notes -- 100,000
Issuance of founders' shares -- 7,500
Issuance of private placement shares -- 7,500
---------------- ---------------
Cash provided by financing activities -- 115,000
---------------- ---------------
NET INCREASE (DECREASE) IN CASH (90,427) 45,863
Cash at beginning of period 628,865 --
---------------- ---------------
Cash at end of period $ 538,438 $ 45,863
================ ===============
</TABLE>
See notes to accompanying unaudited financial statements.
<PAGE>
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
A substantial portion of the assets of the Company are invested in U.S.
Treasury Bills having maturities in June of 1997. Aggregate cost basis and
market value of these securities as of March 31, 1997 totaled approximately
$7,995,016 and $8,164,385, respectively. These securities, in addition to the
restricted cash as shown on the balance sheet totaling $8,140,252, are held in
an escrow account with a bank. The ultimate use of these funds are 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 period through
March 31, 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
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.
<PAGE>
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: May 15, 1997 By: /s/William L. Remley
--------------------------
William L. Remley
President & Treasurer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 683,674
<SECURITIES> 7,995,016
<RECEIVABLES> 179,305
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,860,495
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,860,495
<CURRENT-LIABILITIES> 58,885
<BONDS> 0
<COMMON> 8,900
0
1
<OTHER-SE> 8,792,709
<TOTAL-LIABILITY-AND-EQUITY> 8,860,495
<SALES> 0
<TOTAL-REVENUES> 116,289
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 87,387
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 28,902
<INCOME-TAX> (11,347)
<INCOME-CONTINUING> 17,555
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,555
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0
</TABLE>
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