- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-11248
SUNRISE ENERGY SERVICES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 84-0938688
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6671 Southwest Freeway, Suite 303
Houston, Texas 77074
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(713) 981-9595 Facsimile (713) 981-8670
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.
X Yes No
6,520,100 shares of the Registrant's common stock, $1.00 par value, were
outstanding as of March 31, 1999.
<PAGE>
SUNRISE ENERGY SERVICES, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT FORM 10-Q
PART I. FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements:
Consolidated Balance Sheets --
as of March 31, 2000 and December 31, 1999 . . . . . . . . . . .3
Consolidated Statements of Operations --
Three Months Ended March 31, 2000 and March 31, 1999. . . . . . 4
Consolidated Statements of Changes in Shareholders'
Equity as of March 31, 2000 . . . . . . . . . . . . . . . . . 5
Consolidated Statements of Cash Flows --
Three Months Ended March 31, 2000 and March 31, 1999 . . . . . .6
Notes to Consolidated Financial Statements . . . . . . . . . . .7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . 8
PART II. OTHER INFORMATION
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . .9
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . . . .9
Item 4. Submission of Matters to Vote of Security Holders . . . . . . . . . 9
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . .9
Page 2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUNRISE ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(unaudited)
March 31, December 31,
2000 1999
--------- ---------
ASSETS
Assets ............................. $ -- $ --
-------- --------
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities ............................................ $ -- $ --
-------- --------
-------- --------
Shareholders' equity:
Common stock; $1 par value; 10,000,000 shares
authorized; 6,520,100 shares issued and outstanding 6,520 6,520
Additional paid-in capital ......................... 13,982 13,982
Accumulated deficit ................................ (20,502) (20,502)
Total shareholders' equity ................. -- --
-------- --------
$ - $ -
======== =========
Page 3
<PAGE>
Sunrise Energy Services, Inc. and Subsidiaries
Consolidated Statements of Operations
ThreeMonths Ended March 31, 2000 and 1999
(In thousands, except share data)
(unaudited)
2000 1999
----------- ------
Revenue ............................................... $ -- $ --
General and administrative expenses ................... -- --
----------- ------
Operating loss ................................. -- --
Other income .......................................... -- --
----------- ------
Net loss ....................................... -- --
Preferred stock dividend payable and cost accretion ... -- --
----------- ------
Net loss available to common shareholders ...... $ -- $ --
=========== ======
Loss per common share ................................. $ -- $ --
=========== ======
Weighted average number of common shares
outstanding ....................................... 6,520 6,520
=========== ======
Page 4
<PAGE>
SUNRISE ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1998 ........ 6,520 $ 6,520 $ 13,935 $(20,455) $ --
Net Loss ........................ -- -- -- (41) (41)
Payment of expenses by
majority shareholder ....... -- -- 41 -- 41
-------- -------- -------- --------
Balance, December 31, 1998 ...... 6,520 6,520 13,976 (20,496) --
Net Loss ........................ -- -- -- -- --
Payment of expenses by
majority shareholder ....... 6 (6) --
Balance, December 31, 1999
------- -------- -------- --------
and March 31, 2000 ......... 6,520 $ 6,520 $ 13,982 $(20,502) $ --
======== ======== ======== ======== ========
</TABLE>
Page 6
<PAGE>
SUNRISE ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(In thousands)
(unaudited)
2000 1999
----------- ----------
Cash flows from operating activities:
Net loss ........................................ $ -- $ --
Adjustment to reconcile net loss to net cash
provided by operating activities:
Change in operating assets and liabilities:
Accounts receivable ........................ -- --
Accounts payable and accrued liabilities ... -- --
----------- ----------
Net cash provided by operating activities -- --
----------- ----------
Net increase in cash ................................ -- --
Beginning cash ...................................... -- --
----------- ----------
Ending cash .............................. $ -- $ --
========== ===========
<PAGE>
Sunrise Energy Services, Inc. and Subsidiaries
Notes to Consolidated Statements
(unaudited)
1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited but reflect, in
the opinion of management, all adjustments necessary for a fair presentation of
financial position, results of operations and cash flows for the interim periods
presented. The results of operations for such interim periods are not
necessarily indicative of results that may be expected for the full year. The
consolidated balance sheet data as of December 31, 1999 was derived from audited
financial statements, but does not include all disclosure required by generally
accepted accounting principles.
These unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements for the year ended December
31, 1999 included in the Company's Annual Report on Form 10-K and with reference
to Management's Discussion and Analysis of Financial Condition and Results of
Operations contained herein.
2 - BANKRUPTCY REORGANIZATION
On November 15, 1994, the Company's operating subsidiaries filed petitions for
relief under Chapter 11 of the Federal Bankruptcy Laws in the United States
Bankruptcy Court for the Northern District of Texas (the "1994 Plans of
Reorganization"). The Subsidiary Debtors received confirmation of their
respective Plans of Reorganization on July 3, 1995. With confirmation of the
Plans of Reorganization, the Company had disposed of substantially all of its
business operations. On July 7, 1995, the Company filed its voluntary petition
for bankruptcy which was confirmed on February 18, 1997 (the "Final Order").
On September 17, 1997 the Company received notice from counsel that all
conditions to completion of the Chapter 11 proceeding as set forth in the
Company's plan of reorganization and the Final Order had been fulfilled, thereby
establishing the plan of reorganization as "final and non-appealable". The
Company, in compliance with the Final Order, then issued 6,500 shares of Series
B Preferred Stock to the Proponent as identified in the plan of reorganization.
By letter dated September 23, 1997 the Proponent tendered the Series B Preferred
Stock to the Company, requesting conversion into 6,194,095 shares of New Common
Stock. It is anticipated that the Company will attempt to identify a business
entity for acquisition by or merger with the Company. There can be no assurance
that such activities will be successful.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The predecessor to Sunrise Energy Services, Inc. (the "Company") was originally
incorporated under the laws of the State of Colorado in 1984. The Company was
reincorporated under the laws of the State of Delaware on April 1, 1991.
The Bankruptcy Proceedings
Plan of Reorganization.
On July 7, 1995, the Company filed a voluntary petition in the
Bankruptcy Court and continued to operate its remaining assets as
debtor-in-possession. On February 18, 1997, an Order Confirming Plan
(as amended) and Fixing Deadlines for Filing Certain Claims (the "Final
Order") was entered by the Bankruptcy Court.
Results of Operations.
The Company has had no on-going business operations since the Final
Order was entered by the Bankruptcy Court.
Lines of Credit and Notes and Accounts Payable.
None.
Litigation and Claims.
None.
Further Corporate Activities.
Article III, Paragraph 3.1 of the Company's Articles of Incorporation
provides that there shall be no fewer than three (3) and no greater than fifteen
(15) directors. On October 3, 1997 and August 31, 1998, respectively, Mr. K.
Craig Shephard and Mr. Philip D. Devlin resigned as officers and directors of
the Company. Mr. David A. Melman remains as the only director of the Company;
however, no business operations of the Company have been conducted since entry
of the Final Order by the Bankruptcy Court on February 18, 1997.
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO 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 quarter ended March
31, 2000.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the first
quarter of 2000.
<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, hereunto duly authorized.
SUNRISE ENERGY SERVICES, INC.
May 19, 2000 By: /s/ David A. Melman
---------------------------------------------
David A. Melman
President, Principal Financial and
Accounting Officer, Secretary and Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 6,520
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
