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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, 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
(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 July 31, 1997, 890,000 shares of Common Stock were issued and outstanding.
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<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> <C> <C>
October 19,
Three Months Six Months 1995 (inception)
Ended Ended through
June 30, June 30, June 30,
1997 1996 1997 1996
Interest income $119,704 $ 67 $ 235,993 $ 513
Interest expense - - - (2,107)
Operating expense (41,098) - (128,485) (2,684)
------------ ------------- --------------- ---------------
Income (loss) before income taxes 78,606 67 107,508 (4,278)
Provision for income taxes (37,334) - (48,681) -
----------- ---------- ------------- -----------------
Net income (loss) $ 41,272 $ 67 $ 58,827 $ (4,278)
========== ========= ============ =============
Earnings per share $ 0.05 $ 0.00 $ 0.07 $ (0.05)
============ ========= ============ =============
Weighted average common shares outstanding 890,000 81,486 890,000 81,486
========== ========== ============= ==============
</TABLE>
See notes to accompanying unaudited financial statements
<PAGE>
ORION ACQUISITION CORP. II
(a corporation in the development stage)
(Unaudited)
BALANCE SHEETS
<TABLE>
<S> <C> <C>
June 30, December 31,
1997 1996
ASSETS
Cash $ 504,403 $ 628,865
Restricted cash 8,427,603 9,362
US Treasury bills - restricted - 7,998,644
Accrued investment interest receivable 5,148 202,582
Prepaids and other 2,244 -
--------------- ------------
Total Assets $ 8,939,398 $ 8,839,453
=============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses $ 96,515 $ 55,397
Common stock, subject to possible conversion
160,000 shares at redemption value 1,686,550 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 14,928 533
--------------- -------------
Total stockholders' equity 7,156,333 7,141,938
--------------- -------------
Total liabilities and stockholders' equity $ 8,939,398 $ 8,839,453
=============== =============
See notes to accompanying unaudited financial statements.
</TABLE>
<PAGE>
ORION ACQUISITION CORP. II
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C> <C> <C>
Six Months October 19, 1995
Ended (inception)
Three Months Ended June 30, through
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
$ 41,272 $ 67 $ 58,827 $ (4,278)
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 174,157 - 197,434 -
Decrease (increase) in prepaids and other 256 - (2,244) -
Increase in other current assets - - (157,587)
Increase in accrued expenses 37,631 - 41,118 90,111
----------- ----------- ------------ ------------
Cash provided by operating activities: 253,316 67 295,135 (69,070)
----------- ----------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of U.S. Treasury bill - - (3,995,897) -
Sale of U.S. Treasury bill 7,995,016 - 11,994,541 -
Increase in restricted cash (8,282,367) - (8,418,241) -
------------ ----------- ------------- -------------
Cash used by investing activities (287,351) 67 (419,597) -
------------ ----------- ------------- -------------
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
Payment of offering costs - (16,430) - (16,430)
------------ ------------ -------------- -------------
- (16,430) - 98,570
------------ ------------ -------------- ------------
Cash provided by financing activities
NET INCREASE (DECREASE) IN CASH (34,035) (16,363) ( 124,462) 29,500
Cash at beginning of period 538,438 45,863 628,865 -
----------- ----------- ------------ ------------
Cash at end of period $ 504,403 $ 29,500 $ 504,403 $ 29,500
=========== =========== ============ ============
See notes to accompanying unaudited financial statements.
</TABLE>
<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
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 six-month
periods through June 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
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: August 13, 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> JUN-30-1997
<CASH> 8,932,006
<SECURITIES> 0
<RECEIVABLES> 5,148
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,939,398
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,939,398
<CURRENT-LIABILITIES> 96,515
<BONDS> 0
<COMMON> 8,900
0
1
<OTHER-SE> 8,833,982
<TOTAL-LIABILITY-AND-EQUITY> 8,939,398
<SALES> 0
<TOTAL-REVENUES> 119,704
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 41,098
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 78,606
<INCOME-TAX> 37,334
<INCOME-CONTINUING> 41,272
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,272
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0
</TABLE>
