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Previous: NORWEST ASSET SECURITIES CORP, 8-K, 1999-05-21 |
Next: ONLINE SYSTEM SERVICES INC, S-3/A, 1999-05-21 |
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, 1999
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-20837
Orion Acquisition Corp. II
(Exact name of registrant as specified in its charter)
Delaware 13-3863260
(State of Incorporation) (IRS Employer Identification No.)
100 Wilshire Boulevard - Suite 1750
Santa Monica, CA 90401 90401
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (310) 917-5656
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 May 1, 1999, 890,000 shares of Common Stock were issued and outstanding.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
ORION ACQUISITION CORP. II
(a corporation in the development stage)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months October 19,
Ended 1995 (inception)
March 31, through
1999 1998 March 31, 1999
---- ---- ----
<S> <C> <C> <C>
Interest income $ 91,050 $ 110,142 $ 1,224,898
General and administrative expense (15,611) (112,384) (584,852)
Stock based compensation expense - - (100,000)
Interest expense - - (57,694)
--------- ---------- -------------
Income (Loss) before income taxes 75,439 (2,242) 482,352
Provision for income taxes (35,591) (7,355) (255,070)
--------- ----------- --------------
Net (loss) income $ 39,848 $ (9,597) $ 227,282
========== ============ ===========
Earnings per share:
Basic .04 $ (0.01)
========== ===========
Diluted $ .04 $ (0.01)
========== ===========
Weighted average common shares outstanding:
Basic 890,000 890,000
========== ==========
Diluted 890,000 890,000
========== ==========
</TABLE>
See notes to accompanying unaudited financial statements
2
<PAGE>
ORION ACQUISITION CORP. II
(a corporation in the development stage)
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---- ----
ASSETS
- ------
<S> <C> <C>
Cash $5,951 $11,902
Restricted cash 192,185 190,383
US Treasury bills - restricted 8,987,387 8,898,239
Total Assets $9,185,523 $9,100,524
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses $116,836 $71,685
Common stock, subject to possible conversion of
160,000 shares at redemption value
1,835,914 1,817,724
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 (Loss) accumulated during development stage (8,632) (30,290)
------- --------
Total stockholders' equity 7,232,773 7,211,115
---------- ----------
Total liabilities and stockholders' equity 9,185,523 $9,100,524
========== ===========
</TABLE>
See notes to accompanying unaudited financial statements.
3
<PAGE>
ORION ACQUISITION CORP. II
(a corporation in the development stage)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
October 19, 1995
(inception)
through
Three Months Ended March 31,
March 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ 39,848 $ (9,597) $ 227,282
Adjustments to reconcile net (loss) income 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 - 112,363 -
Decrease in prepaids and other - - -
Increase in accrued expenses 45,151 27,480 116,836
--------- ------------ ----------
Cash provided by operating activities: 84,999 130,246 481,618
--------- ------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of U.S. Treasury bills and other
increases in restricted cash (90,950) (218,433) (9,179,572)
Decrease in deferred acquisitions costs - 8,072 -
--------- ----------- ----------
Cash used by investing activities (90,950) (210,361) (9,179,572)
--------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issue 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 (5,951) (80,115) 5,951
============
Cash at beginning of period 11,902 312,010
--------- ------------
Cash at end of period 5,951 $ 231,895
=========== =============
</TABLE>
See notes to accompanying unaudited financial statements.
4
<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, 1998 and
period October 19, 1995 (Date of inception) to December 31, 1998.
NOTE 2. INVESTMENTS
The proceeds of $9,179,572 are included under restricted cash on the
balance sheet and are held in an escrow account with a bank. On February 24,
1999 U.S. Treasury Bills having maturities in May of 1999 were purchased at a
cost of $8,946,996 and a maturity value of $9,042,000.
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) a
liquidation.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results for the three-month periods through March 31, 1999 and 1998,
respectively, consisted of investment income earned from Treasury bills held in
escrow less expenses associated with general and administrative overheads.
Results for the three months ended March 31, 1998 also consists of expenses
incurred for due diligence activities.
The Company has been unsuccessful thus far in locating a viable
transaction for shareholder approval.
PART II. OTHER INFORMATION
ITEM 1: Legal Proceedings
None
ITEM 2: Changes in Securities
None
ITEM 3: Defaults Upon Senior Securities
None
5
<PAGE>
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.
6
<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 21, 1999 By: /s/ Christopher A. Marlett
-------------------------------
Christopher A. Marlett
Chairman, President, and CEO
7
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
27 Financial Data Schedule (3/31/99) 9
8
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,951
<SECURITIES> 9,179,572
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,185,523
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,185,523
<CURRENT-LIABILITIES> 1,952,750
<BONDS> 0
<COMMON> 8,900
0
1
<OTHER-SE> 7,232,773
<TOTAL-LIABILITY-AND-EQUITY> 9,185,523
<SALES> 0
<TOTAL-REVENUES> 91,050
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 15,611
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 75,439
<INCOME-TAX> 35,591
<INCOME-CONTINUING> 39,948
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 39,848
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
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