-----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, NW5roU2bvkz8wYitqFz3IHkmoIGc0bEIIAiM0ekP0COWvqkBbdZ+poj2eFH0EKFb u2+dSZccDPJEu+MHJpAuaA== 0000950147-01-500708.txt : 20010411 0000950147-01-500708.hdr.sgml : 20010411 ACCESSION NUMBER: 0000950147-01-500708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010330 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TESSERACT GROUP INC CENTRAL INDEX KEY: 0000873601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 411581297 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11111 FILM NUMBER: 1598568 BUSINESS ADDRESS: STREET 1: 4515 E MUIRWOOD DR CITY: PHOENIX STATE: AZ ZIP: 85048 BUSINESS PHONE: 4807062500 MAIL ADDRESS: STREET 1: 3820 E BAY RAOD CITY: PHOENIX STATE: AZ ZIP: 85044 FORMER COMPANY: FORMER CONFORMED NAME: EDUCATION ALTERNATIVES INC/MN DATE OF NAME CHANGE: 19930328 8-K 1 e-6628.txt CURRENT REPORT DATED 3-30-01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2001 (Date of Report (Date of earliest event reported)) THE TESSERACT GROUP, INC. (Exact name of registrant as specified in its charter) Minnesota 1-11111 41-1581297 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 4515 E. Muirwood Drive Phoenix, Arizona 85048 (Address of Principal Executive Offices) (Zip Code) (480) 940-6300 (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. SALE OF EAGAN TESSERACT SCHOOL On March 30, 2001, The TesseracT Group, Inc. ("we" or "us") sold certain of our assets to TesseracT of Eagan, Inc., a Minnesota corporation ("TEI"). We made this sale pursuant to the terms of a Purchase and Sale Agreement for personal property, dated March 28, 2001, by and between us and TEI. In this transaction, we sold certain of our assets including equipment, real property and goodwill related to our property commonly known as the Eagan TesseracT School. In consideration for the sale of these assets we received $30,000 for the personal property and goodwill. In addition, we paid to TEI $100,000 in consideration for TEI's assumption of certain liabilities connected with the operations of the Eagan TesseracT School. ITEM 5. OTHER EVENTS. As previously disclosed, the TesseracT Group, Inc. and its wholly owned subsidiary, Sunrise Educational Services, Inc. ("Sunrise") filed for reorganization under Chapter 11 of the United States Bankruptcy Code on October 6, 2000. The registrant has not prepared audited or other financial statements since the date of filing of its bankruptcy petition. Therefore, the registrant does not include pro forma financial information reflecting the effect of the asset disposition described herein. Monthly Operating Reports for February 2001 as filed with the United States Bankruptcy Court for the District of Arizona for The TesseracT Group, Inc. and Sunrise are attached hereto as Exhibits 99.1 and 99.2. ITEM 7. FINANCIAL STATEMENTS; EXHIBITS. (b) Pro Forma Financial Information See Item 5 herein. (c) Exhibits EXHIBIT NO. ----------- 10.1 Purchase and Sale Agreement by and between The TesseracT Group, Inc. and TesseracT of Eagan, Inc., dated March 28, 2001. 99.1 Monthly Operating Report of The TesseracT Group, Inc. for February 2001. 99.2 Monthly Operating Report of Sunrise for February 2001. 2 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. THE TESSERACT GROUP, INC. Dated: April 9, 2001 By: /s/ Douglass E. Snell --------------------------------- Douglass E. Snell Controller 3 EX-10.1 2 ex10-1.txt PURCHASE AND SALE AGREEMENT Exhibit 10.1 PURCHASE AND SALE AGREEMENT (EAGAN SCHOOL) This PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into as of this 28th day of March, 2001, by and between THE TESSERACT GROUP, INC., a Minnesota corporation, in its corporate capacity and in its capacity as debtor and debtor-in-possession in its Chapter 11 case pending in the United States Bankruptcy Court for the District of Arizona ("Seller"), and TESSERACT OF EAGAN, INC., a Minnesota non-profit corporation ("Buyer"). RECITALS A. Seller operates that certain private school commonly known as the "Eagan TesseracT School" located at 3800 TesseracT Place, Eagan, Minnesota 55122 (the "School"). B. Seller has filed a voluntary petition for Chapter 11 relief under Title 11 of the United States Code ("Bankruptcy Code"), which is pending before the United States Bankruptcy Court for the District of Arizona (the "Court"). C. Seller desires, subject to the approval of the Court, to sell and Buyer desires to purchase certain assets and assume certain liabilities of Seller in connection with Seller's operations of the School on the terms and conditions set forth in this Agreement and in accordance with Bankruptcy Code ss.ss.363 and 365. D. Buyer shall complete its due diligence of the School and all other matters addressed in this Agreement by no later than the Initial Hearing Date (as defined in SECTION 1.10). E. Prior to or contemporaneously with the closing of this transaction, Buyer intends on purchasing the real property on which the School is situated, and the related improvements and fixtures from EPI (defined below). F. The parties hereto acknowledge that: (i) they intend that the transaction contemplated under this Agreement be an asset purchase and not a sale of the stock of Seller; and (ii) Buyer is not buying the Business of Seller as defined in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE I. DEFINITIONS For purposes of this Agreement, the following capitalized terms, when used in this Agreement, shall have the meanings assigned to them as follows: 1.1 ASSUMED CONTRACTS. The term "Assumed Contracts" shall mean all Teaching Contracts (as defined in SECTION 1.16), which Buyer will assume hereunder, and all other contracts, if any, which are specifically set forth on Schedule 1.1 attached hereto. 1.2 BUSINESS. The term "Business" shall mean Seller's operations conducted under the name "TesseracT," "The TesseracT Group, Inc.," or " Eagan TesseracT School," at the School. 1.3 CLAIM. The term "Claim" shall be given the same meaning as provided to such term under Bankruptcy Code ss. 101(5). 1.4 CLOSING. The term "Closing" shall mean the completed exchange of: (i) Closing documents set forth in Articles XV and XVI below, together with the simultaneous conveyance by Seller to Buyer of the Purchased Assets; (ii) the payments between Buyer and Seller due under the terms of this Agreement; and (iii) the assumption by Buyer of the obligations which it has expressly agreed to assume hereunder. 1.5 DELINQUENT REAL PROPERTY TAXES. The term "Delinquent Real Property Taxes" shall mean those real property taxes that are classified as delinquent by the applicable governmental authorities. 1.6 CLOSING DATE. The term "Closing Date" shall mean the date on which the Closing occurs which shall not be later than March 30, 2001, unless such date is extended in accordance with SECTION 11.1. 1.7 EAGAN PROPERTY. The term " Eagan Property" shall mean that certain real property located in Eagan, Minnesota, at which Seller operates the charter school commonly referred to as the " Eagan TesseracT School". 1.8 EPI. The term "EPI" shall mean Education Property Investors, Inc., a Nevada corporation. 1.9 EQUIPMENT. The term "Equipment" shall mean all furniture, fixtures, office equipment, computers, printers, and other tangible personal property owned by Seller and located at the School as evidenced by Schedule 1.9 attached hereto, the inventory list prepared by Seller. 1.10 INITIAL HEARING DATE. The "Initial Hearing Date" shall mean the date the Court conducts its initial hearing on the Motion to approve the sale of the Purchased Assets (as defined in SECTION 2.1). 1.11 LEASE. The term "Lease" shall mean that certain Lease dated as of June 9, 1998 by and between Seller, as lessee, and EPI, as lessor, pursuant to which Seller leases the Real Property and the Eagan Property from EPI. 1.12 REAL PROPERTY PURCHASE AGREEMENT. The term "Real Property Purchase Agreement" shall mean the written agreement between Buyer and EPI that provides for EPI's sale, and Buyer's purchase, of the Real Property. 2 1.13 REAL PROPERTY. The term "Real Property" shall mean the real property that is the subject of the Real Property Purchase Agreement, which is commonly known as 3800 TesseracT Place, Eagan, Minnesota. 1.14 SECTION 363 ORDER. The term "Section 363 Order" shall mean the order entered by the Court pursuant to Bankruptcy Code ss.363 approving Seller's sale of the Purchased Assets (as defined in SECTION 2.1 below) to Buyer free and clear of any and all liens, encumbrances, claims, security interests, and adverse interests of any kind, the form of which shall be agreed to by the parties hereto. 1.15 SECTION 365 ORDER. The term "Section 365 Order" shall mean the Order entered by the Court pursuant to Bankruptcy Code ss.365(a) approving Seller's decision to: (i) reject the Lease; and (ii) assume the Assumed Contracts, the form of which shall be agreed to by the parties hereto. 1.16 TEACHERS' ACCRUED LIABILITIES. The term "Teachers' Accrued Liabilities" shall mean the liabilities of Seller for accrued compensation arising under Seller's employment obligations with the teachers at the School (the "Teaching Contracts"), as of the Closing Date, which are specifically set forth on Schedule 1.16 attached hereto and totals approximately $86,517.65. The Teachers' Accrued Liabilities amounts set forth on Schedule 1.16 are effective as of March 30, 2001, and the parties will agree to an amended Schedule 1.16 at the Closing which shall set forth the actual amount of the Teachers' Accrued Liabilities on the Closing Date. ARTICLE II. PURCHASE AND SALE 2.1 ASSETS TO BE SOLD. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller agrees to sell, assign, transfer and convey, free and clear of any and all liens, encumbrances, claims, security interests, and adverse interests of any kind, other than as set forth on Schedule 2.1, the following assets and intangibles to Buyer (collectively, the "Purchased Assets"), which the Buyer may use to operate a school: 2.1.1 EQUIPMENT AND THE ASSUMED CONTRACTS. The Equipment and the Assumed Contracts. 2.1.2 OTHER PERSONAL PROPERTY. In addition to the Equipment, except as specifically excluded pursuant to Section 2.2 of the Agreement, any and all other tangible and intangible property utilized by Seller in connection with the Business conducted at the School facility, including, but not limited to, all security and utility deposits, supplies-on-hand and the 1996 Ford E 350 Van. 2.1.3 RECORDS. FILES AND RELATED MATERIALS. Subject to confidentiality requirements under state and federal laws, copies of all records, files, invoices, student lists, employee files, accounting records, business records, operating information, any available historical financial data and other data of Seller relating to the School. 3 2.1.4 GOODWILL. All of Seller's goodwill that relates to the School. 2.2 EXCLUDED ASSETS. Notwithstanding SECTION 2.1 above, Seller shall not sell, transfer, assign, convey or deliver to Buyer, any asset not specifically addressed in SECTION 2.1 above, including but not limited to the following assets (collectively the "Excluded Assets"): 2.2.1 CONSIDERATION. The consideration delivered by Buyer to Seller pursuant to this Agreement. 2.2.2 INTELLECTUAL PROPERTY. Subject to SECTION 8.2 of this Agreement, all intellectual property of Seller, including, but not limited to, Sellers' trademarks, trade names, curriculum, and trade secrets. 2.2.3 INSURANCE POLICIES. Seller's insurance policies and rights thereunder, including, but not limited to, general liability and workers' compensation insurance held by Seller. 2.2.4 CORPORATE FRANCHISE. Seller's franchise to be a corporation, its certificate of incorporation, corporate seal, stock books, minute books and other corporate records having exclusively to do with the corporate organization and capitalization of Seller. 2.2.5 CASH OR CASH EQUIVALENTS. Other than deposits addressed in SECTION 2.1.2, Seller's accounts receivable, cash or cash equivalents are Excluded Assets to this Purchase Agreement. ARTICLE III. ASSUMPTION OF LIABILITIES 3.1 ASSUMED LIABILITIES. At Closing, Seller shall assume, cure and assign, and Buyer shall accept said assignment (collectively, the "Assumed Liabilities") of the Assumed Contracts; provided, however, that Buyer shall, with the exception of the $86,517.65 due under the Teaching Contracts as described in SECTION 1.8 of this Agreement and subject to adjustment as set forth therein, only be obligated to pay, perform, or discharge in accordance with their, terms such obligations thereunder that arise on or after the Closing Date. Additionally, at Closing Seller shall assume and assign, and Buyer shall accept said assignment of: (i) the Delinquent Real Property Taxes pursuant to Section 8.6; and (ii) the Mechanic's Lien pursuant to Section 8.7. Buyer shall fully and faithfully perform all duties and obligations, due or owing after Closing, of Seller with respect to the Assumed Liabilities. 3.2 NO ASSUMPTION OF OTHER LIABILITIES. Except as expressly set forth in this Agreement, Buyer does not by this Agreement, and will not be obligated to, assume any obligation, liability or duty of Seller whether incurred in connection with the Purchased Assets, or otherwise, including, without limitation, any obligation or liability of Seller relating to, arising from or in connection with any tort claims made by a third party relating to the Business. 4 ARTICLE IV. TERMS OF PAYMENT 4.1 PAYMENT DUE AT CLOSING. At Closing, Buyer shall pay to Seller an amount equal to Thirty Thousand and No/100 Dollars ($30,000.00) less the amount of the Deposit delivered by Buyer to Seller in accordance with SECTION 4.2 below, in immediately available funds. In addition, at Closing Seller shall pay to Buyer an amount equal to One Hundred Thousand Dollars ($100,000.00) for Buyer's assumption of the Assumed Liabilities and the Teachers' Accrued Liabilities in immediately available funds. Buyer's payment and Seller's payment shall collectively be referred to as the "Purchase Price". 4.2 DEPOSIT. Contemporaneously with the execution of this Agreement, Buyer shall deliver to Seller a cash deposit in the amount of Ten Thousand and No/100 Dollars ($10,000.00) (the "Deposit"). Prior to the expiration of the Due Diligence Period, the Deposit shall be refundable to Buyer as provided herein. Upon the expiration of the Due Diligence Period, the Deposit shall become non-refundable except in the event that a condition precedent of Buyer's duty to close pursuant to SECTIONS 13.1 THROUGH 13.4 or SECTION 13.6 has not been fully and completely satisfied as of the Closing. In the event the sale of the Purchase Assets as contemplated hereunder is consummated, the Deposit shall be delivered to Seller at the Closing and credited against the Purchase Price. ARTICLE V. DUE DILIGENCE 5.1 DUE DILIGENCE PERIOD. Buyer shall have until the expiration of the Due Diligence Period (as hereinafter defined) to conduct Due Diligence investigations with respect to the Purchased Assets. Seller shall make available to Buyer and its employees, representatives, counsel and consultants access to all of its documents, materials, books, records and files relating to the Purchased Assets in Seller's possession or reasonable control, and Seller agrees to allow Buyer to make copies at Seller's office of such items as Buyer reasonably requests and at Buyer's sole cost and expense. As used herein, "Due Diligence Period" means the period commencing on the date the parties execute this Agreement and ending at 5:00 P.M. (Mountain Standard Time) on the Initial Hearing Date. 5.2 TERMINATION DURING DUE DILIGENCE. Prior to the end of the Due Diligence Period, Buyer shall have the right to terminate this Agreement at any time in its sole and absolute discretion and for any reason or no reason whatsoever upon delivery to Seller of written notice informing Seller of its election to terminate the Agreement. Upon the expiration of the Due Diligence Period, if Buyer has not delivered written notice to Seller terminating the Agreement, then, the Deposit shall become non-refundable, except in the event that a condition precedent of Buyer's duty to close pursuant to Sections 13.1 through 13.4 or Section 13.6 has not been fully and completely satisfied as of the Closing, in which case the Deposit shall be refunded to Buyer. 5 ARTICLE VI. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER Seller hereby represents, warrants, and covenants to Buyer as follows, and the warranties, representations, and covenants contained in this Article or elsewhere in this Agreement shall be deemed to be made as of the Closing: 6.1 CORPORATE STATUS. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified to do business in the State of Arizona. 6.2 CORPORATE AUTHORITY. Subject only to approval of the Court, Seller has full power and authority to execute and perform this Agreement and all corporate action necessary to confirm such authority has been duly and lawfully taken. Upon execution hereof, this Agreement shall be a valid, legally binding obligation of Seller, enforceable in accordance with its terms subject only to approval by the Court. 6.3 TITLE TO PURCHASED ASSETS. Seller has good and marketable title to the Purchased Assets, and has full power and authority to transfer such title to Buyer subject only to approval by the Court. 6.4 ASSUMED CONTRACTS. The Assumed Contracts are valid, binding and in full force and effect; and there exists no default or event that with the giving of notice, the passage of time or both, would constitute a default thereunder that remains uncured as of the Closing Date. ARTICLE VII. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER Buyer hereby represents and warrants to Seller as follows and the warranties and representations contained in this Article or elsewhere in this Agreement shall be deemed to be made as of Closing: 7.1 ORGANIZATION. Buyer is a Minnesota non-profit corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota. 7.2 AUTHORITY. Buyer has full power and authority to execute and perform this Agreement and all action necessary to confirm such authority has been duly and lawfully taken. Upon execution hereof, this shall be a valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with its terms subject only to approval by the Court. 7.3 CONDITION OF ASSETS. Buyer has fully examined the physical condition of the Purchased Assets, and hereby agrees to accept such property AS IS AND WHERE IS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE WITH RESPECT TO THE PURCHASED ASSETS. 6 ARTICLE VIII. OTHER COVENANTS 8.1 TESSERACT NAME. Buyer shall have a fully paid-up, non-exclusive, perpetual license to use the trademark and trade name "TesseracT" as part of the full name of the School. Buyer may prepare for Seller's execution a licensing agreement consistent with the terms herein. 8.2 TESSERACT NAME. Buyer shall have have the fully paid-up, non-exclusive, perpetual right to use Seller's curriculum in its post-closing operation of the school, including, without limitation, materials, and instruction techniques of Seller. 8.3 DEFERRED REVENUE CLAIMS FOR PREPAID TUITION AND DEPOSITS. Parents previously paid certain deposits and prepaid tuition to Seller which have not been earned by Seller as of the date of this Agreement, but would be earned by Seller if Seller continued to operate the School to the end of the existing school year (the "Deferred Revenue Claims"). It is Seller's position that if Buyer purchases the Real Property underlying this School and contemporaneously closes the transaction set forth in this Agreement, Buyer will be responsible for providing the services related to the Deferred Revenue Claims to the parents who hold such claims. Buyer disagrees with Seller's position. The parties fully reserve their rights with respect to this issue. 8.4 LEASE CLAIMS. Seller understands that Buyer has or may bring certain claims arising under or relating to the Lease. Buyer reserves the right to assert such claims in Seller's bankruptcy case, and Seller reserves the right to object to all such claims in its bankruptcy case. 8.5 DELINQUENT REAL PROPERTY TAXES. At Closing, Seller shall assign and Buyer shall accept said assignment of the Delinquent Real Property Taxes on the Eagan Property in an amount not to exceed Eighty-Four Thousand and No/100 Dollars ($84,000.00). 8.6 MECHANIC'S LIEN. As of Closing, Seller shall assign, and Buyer shall accept said assignment of the Mechanic's Lien existing on the Eagan Property in an amount not to exceed Eighteen Thousand Five Hundred and No/100 Dollars ($18,500.00). ARTICLE IX. EMPLOYEES 9.1 DEFINITION. Seller has provided Buyer with a complete list of all persons regularly employed on either a part-time or full-time basis by Seller in connection with the School. For purposes of this Article, the term "Employees" shall mean all persons on such list. 9.2 EMPLOYMENT OF SELLER'S EMPLOYEES AT THE SCHOOL. As of the Closing Date, Buyer shall assume all of the Teaching Contracts. From and after the Closing Date, Buyer shall be solely responsible for payment, when and if due, of all obligations under the Teaching Contracts, including, without limitation, any 7 accrued vacation pay, sick leave, or bonuses earned under the Teaching Contracts, but only to the extent specifically set forth in the Teaching Contracts. Immediately prior to, or simultaneously with, the Closing, Seller shall terminate the employment of all of its employees, except those employees under the Teaching Contracts. Buyer intends to offer employment to most of Seller's employees. Except for the Teaching Contracts, Buyer shall not assume any liabilities relating to, arising from or in connection with any obligation or liability of Seller relating to employees or independent contractors including, but not limited to, accrued salaries, other compensation or benefits, severance payments, accrued vacations, pensions, retirement plans, distributions or bonuses. Seller shall indemnify Buyer for all pre-Closing obligations and liabilities relating to, arising from or in connection with any obligation or liability of Seller relating to employees or independent contractors (other than the $86,517.65 due under the Teaching Contracts as described in SECTION 1.16 of this Agreement and subject to adjustment as set forth therein) and any other employment relationships, including, without limitation, payment of accrued payroll which shall be paid by Seller prior to the Closing. 9.3 EMPLOYEE SOLICITATIONS. Buyer shall be entitled to reasonable access to all employees related to the School for purposes of interviewing these individuals. 9.4 WORKERS' COMPENSATION. Seller agrees to assume all responsibility for liability arising from workers' compensation claims, both medical and disability, which have been filed at or prior to the time of Closing or which arose out of incidents that occurred prior to Closing. Buyer shall be responsible for all claims, which arise out of, or are based upon, incidents, which occur subsequent to Closing. ARTICLE X. INDEMNITIES 10.1 SELLER. Seller agrees to hold harmless, indemnify and defend Buyer from and against any and all loss, claim, damage, liability or expense (including, but not limited to, reasonable attorneys' fees and costs) arising out of or occurring as the result of any breach by Seller of any of its covenants, representations or warranties hereunder. Such indemnification shall include any claims pertaining to events or actions occurring prior to the date of Closing. In no event shall the liability of Seller under this SECTION 10.1 collectively exceed $5,000.00. 10.2 BUYER. Buyer agrees to hold harmless, indemnify and defend Seller from and against any and all loss, claim, damage, liability or expense (including, but not limited to, reasonable attorneys' fees and costs) arising out of or occurring as a result of any breach by Buyer of any of its covenants, representations or warranties hereunder, or any liability of Buyer. Such indemnification shall include any claims pertaining to events or actions occurring after the date of Closing. Except with respect to obligations arising under this SECTION 10.2 as a result of a breach by Buyer of SECTION 3.1, SECTION 7.2 or SECTION 7.3, respectively, the liability of Buyer under this SECTION 10.2 shall not collectively exceed $5,000.00. 8 ARTICLE XI. CLOSING 11.1 CLOSING. Closing shall occur at 9:00 a.m. on Friday March 30, 2001 at the law offices of Bryan Cave LLP, Two North Central Avenue, Suite 2200, Phoenix, Arizona, or on a date that is not later than ten (10) business days after the Court enters the Section 363 Order and the Section 365 Order; provided, however, that the Closing must occur concurrently with or subsequent to the closing of the transaction pursuant to which Buyer is purchasing the Real Property from EPI. 11.2 TIME IS OF THE ESSENCE. Time is of the essence for the Closing of this transaction and if such Closing does not occur as provided in SECTION 11.1 above, a new Closing Date shall be set for the next business day thereafter, or as soon as practicable. ARTICLE XII. PRORATIONS. The following costs and expenses shall be prorated as of the Closing Date: 12.1 Personal property taxes, sales taxes and any other assessments related to the Purchased Assets; 12.2 Charges for utilities servicing the School, including, without limitation, charges or gas, electricity, water, sewer, cable television, and telephone services; and 12.3 Any other reasonable expenses approved in writing by Buyer and prepaid by Seller related to the operation of the School. The amount of any prorations shall be computed by Buyer with the assistance of Seller. At Closing, Buyer shall pay to Seller or Seller shall pay to Buyer, as the case may be, an amount equal to the net proration so determined. ARTICLE XIII. CONDITIONS PRECEDENT TO BUYER'S DUTY TO CLOSE Buyer shall have no duty to close, and no obligation hereunder, unless and until each and every one of the following conditions precedent have been fully and completely satisfied: 13.1 CONTINUED TRUTH OF WARRANTIES. All of the representations and warranties of Seller contained herein shall continue to be true and correct at Closing. 13.2 PERFORMANCE OF OBLIGATIONS. Seller shall have fully performed or tendered performance of each and every one of its obligations hereunder which by its terms is capable of performance before Closing. 9 13.3 DELIVERY OF CLOSING DOCUMENTS. Seller shall have tendered delivery to Buyer of all the documents, in form and substance reasonably satisfactory to Buyer, required to be delivered to Buyer by Seller on or before Closing pursuant to this Agreement. 13.4 LITIGATION. No lawsuit, administrative proceedings or other legal action shall have been filed against Seller as of the Closing Date which seeks to restrain or enjoin Buyer's acquisition of the Purchased Assets, or the assumption of the Assumed Contracts. 13.5 REAL PROPERTY. Buyer has purchased the Real Property from EPI. 13.6 PAYMENT. Seller pays to Buyer in immediately available funds the amount of One Hundred Thousand and No/100 Dollars ($100,000.00) as set forth in SECTION 4.1 above. 13.7 COURT ORDERS. The Court shall have entered the Section 363 Order and the Section 365 Order; provided, however, that Buyer shall not have the right to not close this transaction solely because the Section 365 Order approves Seller's decision to reject the Lease. ARTICLE XIV. CONDITIONS PRECEDENT TO SELLER'S DUTY TO CLOSE Seller shall have no duty to close this transaction unless and until each and every one of the following conditions precedent have been fully and completely satisfied: 14.1 CONTINUED TRUTH OF WARRANTIES. All of the representations and warranties of Buyer contained herein shall continue to be true and correct at Closing. 14.2 PERFORMANCE OF OBLIGATIONS. Buyer shall have fully performed or tendered substantial performance of each and every one of its obligations hereunder which by its terms is capable of performance before Closing. 14.3 DELIVERY OF CLOSING DOCUMENTS. Buyer shall have tendered delivery to Seller of all the documents, in form and substance reasonably satisfactory to Buyer, required to be delivered to Seller by Buyer on or before Closing pursuant to this Agreement. 14.4 LITIGATION. No lawsuit, administrative proceedings or legal action other than the Chapter 11 Case shall have been filed by or against Seller as of the Closing Date, which seeks to restrain or enjoin Seller's sale of the Purchased Assets or the assumption of the Assumed Contracts. 14.5 COURT ORDERS. The Court shall have entered the Section 363 Order and the Section 365 Order; provided, however, that Buyer shall not have the right to not close this transaction solely because the Section 365 Order approves Seller's decision to reject the Lease. 14.6 PURCHASE PRICE. The Buyer pays to Seller in immediately available funds the amount of Thirty Thousand and No/100 Dollars ($30,000.00) as set forth in SECTION 4.1 above. 10 14.7 MECHANIC'S LIEN. Buyer shall have assumed the Mechanic's Lien and agrees to fully and faithfully perform all duties and obligations, due or owing after the Closing, of Seller with respect to the Mechanic's Lien in an amount not to exceed Eighteen Thousand and No/100 Dollars ($18,000.00). 14.8 DELINQUENT REAL PROPERTY TAXES. At Closing, Buyer shall assume and assign and Seller shall accept said assignment of the delinquent real property taxes on the Eagan Property in an amount not to exceed Eighty-Four Thousand and No/100 Dollars ($84,000.00). ARTICLE XV. ITEMS TO BE DELIVERED AT CLOSING BY SELLER At Closing, Seller shall, unless waived in writing by Buyer, deliver to Buyer the following items, each in form and substance reasonably acceptable to Buyer and Buyer's counsel: 15.1 BILL OF SALE. A duly executed bill of sale selling, assigning, transferring, and conveying the Purchased Assets. 15.2 CERTIFIED RESOLUTION. A copy of the resolution of the Board of Directors of Seller authorizing the execution and performance of this Agreement. 15.3 REPRESENTATIONS AND WARRANTIES. A certificate signed by an appropriate representative of Seller to the effect that all the representations and warranties of Seller contained herein are true and correct as of Closing. ARTICLE XVI. ITEMS TO BE DELIVERED AT CLOSING BY BUYER At Closing, Buyer shall, unless waived in writing by Seller, deliver the following items, each in form and substance reasonably acceptable to Seller and Seller's counsel, to Seller: 16.1 CERTIFIED RESOLUTION. A copy of the resolutions of the Executive Director of Buyer or other appropriate representative(s) authorizing the execution and performance of this Agreement. 16.2 REPRESENTATIONS AND WARRANTIES. A certificate signed by an appropriate representative of Buyer to the effect that all the representations and warranties of Buyer contained herein are true and correct as of Closing. 11 ARTICLE XVII. MISCELLANEOUS 17.1 RIGHT TO BID. Buyer acknowledges and understands that the Court may consider higher and better offers. Notwithstanding, the parties agree that the Purchased Assets and Assumed Liabilities, collectively, shall be subject to higher and better offers. 17.2 FURTHER ASSURANCES. Each party shall, at any time after Closing, execute and deliver to the other party all such additional instruments of conveyance and assignments, certificates or similar documents and take all such further actions as such other party may reasonably request. 17.3 NO ADMISSIONS. Nothing in this Agreement shall be, or shall be construed to be, an admission of liability by the parties hereto to any other person, party or entity. 17.4 NO OTHER AGREEMENTS. This Agreement, and all agreements delivered as part of the Closing contemplated herein, constitute the entire agreement between the parties with respect to its subject matter. All prior and contemporaneous negotiations, proposals and agreements between the parties are superseded by this Agreement. Any changes to this Agreement must be agreed to in writing signed by both parties. 17.5 WAIVER. Either party may waive the performance of any obligation owed to it by the other party hereunder for the satisfaction of any condition precedent to the waiving party's duty to perform any of its covenants, including its obligations to Close. Any such waiver shall be valid only if contained in a writing signed by the waiving party. 17.6 NOTICES. Any notices required or allowed in this Agreement shall be effectively given if placed in a sealed envelope, postage prepaid, and deposited in the United States mail, registered or certified, addressed as follows: To Seller: Michael Lynch The TesseracT Group, Inc. 4515 East Muirwood Drive Phoenix, Arizona 85048 Copy To: Robert J. Miller, Esq. Bryan Cave LLP Two North Central Avenue, Suite 2200 Phoenix, Arizona 85004 12 To Buyer: Tesseract of Eagan, Inc. c/o Carpenter Evert & Associates Minnesota Center-Suite 1340 7760 France Avenue South Bloomington, Minnesota 55435 Attention: Mr. Neal Evert Telephone No.: (952) 831-0085 Facsimile No.: (952) 831-0792 Copy To: Jim Cross, Esq. Osborn Maledon 2929 N. Central Avenue, 21st Floor Phoenix, Arizona 85012-2794 17.7 BROKER AND FINDERS. Each of the parties hereto represents and warrants to the other that it has not employed or retained any broker or finder in connection with the transactions contemplated by this Agreement nor has it had any dealings with any person which may entitle such person to a fee or commission from any party hereto. Each of the parties shall indemnify and hold the other harmless for, from and against any claim, demand or damage whatsoever by virtue of any arrangement or commitment made by it with or to any person that may entitle such person to any fee or commission from the other party to this Agreement. 17.8 RISK OF LOSS. The risk of loss, damage, or destruction of the Purchased Assets shall be borne by Seller until Closing. In the event any loss or damage to or taking of any such Purchased Assets is material in the context of this transaction and occurs before Closing, Seller shall immediately notify Buyer of the nature and extent of such loss, damage or taking, and Buyer shall, at its option, by written notice to Seller, either terminate this Agreement without further liability or obligation to Seller, or Buyer may proceed with this transaction on the terms and conditions mutually agreeable to the parties, including any adjustment in the Purchase Price. 17.9 THIRD-PARTY BENEFICIARY. Nothing contained herein shall create or give rise to any third-party beneficiary rights for any individual or entity as a result of the terms and provisions of this Agreement. 17.10 COURT JURISDICTION. Upon the execution hereof, the parties will file this Agreement with the Court. Upon approval thereof, the Court will have continuing jurisdiction to resolve any and all disputes that may arise under this Agreement. 17.11 RELATIONSHIP OF PARTIES. The relationship of Seller and Buyer shall be that of independent entities and neither shall be deemed to be the agent of the other. 17.12 CHOICE OF LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona and, as applicable, the Bankruptcy Code. 13 17.13 PARAGRAPH HEADINGS. The Section, Article and paragraph headings contained herein are for convenience only and shall have no substantive bearing on the interpretation of this Agreement. 17.14 RULES OF INTERPRETATION. The following rules of interpretation shall apply to this Agreement, the Schedules hereto and any certificates, reports or other documents or instruments made or delivered pursuant to or in connection with this Agreement, unless otherwise expressly provided herein or therein and unless the context hereof or thereof clearly requires otherwise: 17.14.1 A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms, and if a term is said to have the meaning assigned to such term in another document or agreement and the meaning of such terms therein is amended, modified or supplemented, then the meaning of such term herein shall be deemed automatically amended, modified or supplemented in a like manner. 17.14.2 References to the plural include the singular, the singular the plural and the part the whole. 17.14.3 The words "include," "includes," and "including" are not limiting. 17.14.4 A reference to any law includes any amendment or modification to such law, which is in effect on the relevant date. 17.14.5 A reference to any person or entity includes its successors, heirs and permitted assigns. 17.14.6 The words "hereof," "herein," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. 17.14.7 All Schedules to this Agreement constitute material terms of this Agreement and are incorporated fully into the terms of this Agreement. 17.15 TIME IS OF THE ESSENCE. Time is of the essence in the performance and observance of all obligations and duties under this Agreement. 17.16 ATTORNEY FEES. Each party shall bear its own legal fees and costs incurred in the negotiation and closing of this transaction. In the event of a dispute arising between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs of suit from the non-prevailing party. 17.17 COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement maybe executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. 14 Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver a manually executed counterpart of this Agreement but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. IN WITNESS WHEREOF, the parties hereto have set their hands effective the date set forth above. THE TESSERACT GROUP, INC., a Minnesota corporation. By: ------------------------------------------- Name: ------------------------------------------- Its: ------------------------------------------- SELLER TESSERACT OF EAGAN, INC., a Minnesota non-profit corporation. By: ------------------------------------------- Name: ------------------------------------------- Its: ------------------------------------------- BUYER 15 EX-99.1 3 ex99-1.txt MONTHLY OPERATING REPORT FOR TESSERACT Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re: ) CASE NO. B-00-10938-ECF-RTB ) THE TESSERACT GROUP, INC. ) BUSINESS AND INDUSTRY ) MONTHLY OPERATING REPORT ) ) MONTH OF FEBRUARY ) Debtor(s) ) DATE PETITION FILED: October 6, 2000 ) ) TAX PAYER ID NO. 4101581297 Nature of Debtor's Business: For Profit Educational Services DATE DISCLOSURE STATEMENT: FILED Not Yet Filed TO BE FILED To Be Determined ------------- ---------------- DATE PLAN OF REORGANIZATION: FILED Not Yet Filed TO BE FILED To Be Determined ------------- ---------------- I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOLLOWING MONTHLY OPERATING REPORT AND THE ACCOMPANYING ATTACHMENTS ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. RESPONSIBLE PARTY: /s/ Michael Lynch CEO - ---------------------------------------- ---------- ORIGINAL SIGNATURE OF RESPONSIBLE PARTY TITLE Michael Lynch - ---------------------------------------- ---------- PRINTED NAME OF RESPONSIBLE PARTY DATE PREPARER: /s/ Douglass E. Snell Controller - ---------------------------------------- ---------- ORIGINAL SIGNATURE OF PREPARER TITLE Douglass E. Snell - ---------------------------------------- ---------- PRINTED NAME OF PREPARER DATE PERSON TO CONTACT REGARDING THIS REPORT: Douglass E. Snell --------------------------------------- PHONE NUMBER: 480-783-4317 --------------------------------------- ADDRESS: 4515 E. Muirwood Dr. Phoenix, AZ 85048 --------------------------------------- ORIGINAL OF REPORT IS FILED WITH THE COURT, COPY IS FILED WITH U.S. TRUSTEE'S OFFICE THE TESSERACT GROUP, INC. B-00-10938-ECF-RTB MONTH: FEBRUARY 2001 RECEIPTS AND DISBURSEMENTS
BANK ACCOUNTS ----------------------------------------------------------------------------------------------- AMOUNTS REPORTED SHOULD BE NATIONAL GROUP GROUP GROUP TESSERACT GROUP TESSERACT PER THE DEBTOR'S BOOKS, DEPOSITORY DEPOSITORY MEDICAL PAYROLL OPERATING CHARTER not per the bank statement #944-010-7759 #022-922-6741 #022-922-6576 #022-922-6576 #022-978-8101 #022-922-6808 ------------- ------------- ------------- ------------- ------------- ------------- ACCOUNT BALANCE - BEGINNING OF MONTH -- (105,274.80) -- -- -- 775,650.74 RECEIPTS STUDENT FEES 1,133,789.46 183,570.26 CHARTER SCHOOL REVENUE 157,017.09 ACCOUNTS RECEIVABLE -- INTEREST 1,332.19 SALE OF ASSETS TRANSFERS IN FROM OTHER ACCOUNTS 1,935,029.42 18,126.28 924,784.75 183,308.88 3,885.50 OTHER (ATTACH LIST) TOTAL RECEIPTS 1,133,789.46 2,119,931.87 18,126.28 924,784.75 183,308.88 160,902.59 DISBURSEMENTS BUSINESS - ORDINARY OPERATIONS -- 21,579.30 18,126.28 430,158.98 156,420.78 67,649.77 CAPITAL IMPROVEMENTS PRE-PETITION DEBT TRANSFERS TO OTHER DIP ACCOUNTS 1,133,789.46 1,376,219.91 801,239.96 PAYMENTS MADE FOR SUNRISE EDU 468,567.09 494,625.77 50,193.70 OTHER (VOIDS) (23,305.60) REORGANIZATION EXPENSES: ATTORNEY FEES ACCOUNTANT FEES OTHER PROFESSIONAL FEES U.S. TRUSTEE QUARTERLY FEE COURT COSTS TOTAL DISBURSEMENTS 1,133,789.46 1,866,366.30 18,126.28 924,784.75 183,308.88 868,889.73 ------------ ------------ --------- ---------- ---------- ---------- ACCOUNT BALANCE - END OF MONTH -- 148,290.77 -- -- -- 67,663.60 ============ ============ ========= ========== ========== ========== BANK ACCOUNTS ------------------------------------------------------------------------------------- AMOUNTS REPORTED SHOULD BE CHARTER FIRST FEDERAL CREDITOR PETTY CASH PER THE DEBTOR'S BOOKS, EXTRACURRICULAR CREDIT UNION RESERVE EAGAN MINNESOTA not per the bank statement #022-922-7442 #4002-0270-922 #052-980-2118 #1-801-9204-8049 TOTAL ------------- -------------- ------------- ---------------- ---------------- ACCOUNT BALANCE - BEGINNING OF MONTH 13,728.27 11,542.67 -- 500.00 696,146.88 RECEIPTS STUDENT FEES 1,317,359.72 CHARTER SCHOOL REVENUE 157,017.09 ACCOUNTS RECEIVABLE -- INTEREST 83.93 540.12 1,956.24 SALE OF ASSETS -- TRANSFERS IN FROM OTHER ACCOUNTS 250,000.00 3,315,134.83 OTHER (ATTACH LIST) -- TOTAL RECEIPTS -- 83.93 250,540.12 -- 4,791,467.88 DISBURSEMENTS BUSINESS - ORDINARY OPERATIONS 693,935.11 CAPITAL IMPROVEMENTS -- PRE-PETITION DEBT -- TRANSFERS TO OTHER DIP ACCOUNTS 3,885.50 3,315,134.83 PAYMENTS MADE FOR SUNRISE EDU. 1,013,386.56 OTHER (VOIDS) (23,305.60) REORGANIZATION EXPENSES: ATTORNEY FEES -- ACCOUNTANT FEES -- OTHER PROFESSIONAL FEES -- U.S. TRUSTEE QUARTERLY FEE -- COURT COSTS -- TOTAL DISBURSEMENTS 3,885.50 -- -- -- 4,999,150.90 --------- --------- ---------- ------ ------------ ACCOUNT BALANCE - END OF MONTH 9,842.77 11,626.60 250,540.12 500.00 488,463.86 ========= ========= ========== ====== ============ THE FOLLOWING SECTION MUST BE FILLED OUT DISBURSEMENTS FOR CALCULATING QUARTERLY FEES: TOTAL DISBURSEMENTS FROM ABOVE 4,999,150.90 LESS: TRANSFERS OUT TO OTHER DIP ACCOUNTS (3,315,134.83) LESS: PAYMENTS MADE FOR SUNRISE EDUCATIONAL SERVICES, INC. (1,013,386.56) PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. PAYMENTS FROM ESCROW OR 2-PARTY CHECKS) ------------- TOTAL DISBURSEMENTS FOR CALCULATING QUARTERLY FEES: 670,629.51 =============
2 The Tesseract Group (excl. Sunrise) Statement of Operations For the Month Ending February 28, 2001 Revenue Tuition and Fees Revenue $ 663,111.37 Charter Revenue 205,485.75 Transportation Revenue 1,475.53 Food Revenue 15,343.75 Refunds/Returns (865.00) Discounts (3,638.21) -------------- Total Revenue 880,913.19 -------------- Operational Costs Salaries and Wages 378,147.61 Taxes and Benefits 42,902.30 Classroom Expenses 15,246.26 Food Programs Expense 16,503.83 Transportation Expenses 1,667.11 Maintenance Expense 21,781.27 Insurance Expense 5,801.58 Internet Expense -- Rent Expense 70,042.66 Security Services Expense 763.03 Personal Property Tax Expense 299.37 Real Property Tax Expense 16,088.31 Utilities Expense 5,029.47 -------------- Total Operational Costs 574,272.80 -------------- General & Administrative Costs Advertising, Mktg, Promo Exp 1,323.84 Audit & Tax Expense -- Bad Debt Expense 20,660.62 Bank Charges/Processing Fees-A 4,874.83 Computer/Technology Expense -- Consultant Fees Expense -- Investor Relations Expense -- Licenses & Fees Expense 4,230.00 Office/School Supplies Expense 3,494.59 Penalties & Late Fees Expense 138.30 Postage and Printing Expense 4,938.75 Pre-Employment Expense 250.00 Telephone Expense 8,432.80 Travel Expense 250.90 Closed School Expense -- Corporate Overhead 252,113.05 Corporate Overhead Allocated to Sunrise (126,057.00) Other Expenses 72.16 -------------- Total General and Administrative Expenses 174,722.84 -------------- Gain/Loss on Sales of Fixed Assets -- Other Expense 42.38 Interest Expense (73,014.61) -------------- Net Interest and Other Income (Expense) (72,972.23) -------------- Depreciation Expense 63,557.72 -------------- Total Depreciation and Amortization 63,557.72 -------------- Reorganization Expenses Professional Fees 7,141.27 Professional Fees Allocated to Sunrise (3,571.00) -------------- Total Reorganization Expenses 3,570.27 -------------- Net Income $ (8,182.67) ============== 3 The Tesseract Group (excl. Sunrise) Balance Sheet February 28, 2001 ASSETS Current Assets Cash and Cash Equivalents $ 891,606.54 Accounts Receivable, net 184,658.69 Note Receivable from Nobel -- Prepaid Rent 70,016.22 Other Prepaid Expenses 515,464.52 -------------- Total Current Assets 1,661,745.97 Investment in Sunrise 18,971,824.26 Property and Equipment, net 4,363,830.95 Deposits and Other Assets 1,498,951.39 -------------- Total Assets $26,496,352.57 ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts Payable $ 70,250.82 Accrued Payroll and Benefits 1,106,494.35 Accrued Payroll Taxes 62,538.93 Deferred Revenue and Tuition Deposits 1,577,188.79 -------------- Total Current Liabilities 2,816,472.89 -------------- Pre-Petition Liabilities Line of Credit 5,848,822.65 Accounts Payable 4,008,631.27 Other Unsecured Notes Payable 865,500.00 Other Current Liabilities 4,005,573.81 Long-Term Debt 3,056,897.74 -------------- Total Pre-Petition Liabilities 17,785,425.47 -------------- Due to Sunrise 877,563.43 Reserve for Closed Schools 504,099.10 Other Long-Term Obligations 13,999.76 -------------- Total Long-Term Liabilities 1,395,662.29 -------------- Total Liabilities 21,997,560.65 -------------- Shareholders' Equity Pre-Petition Shareholders' Equity 5,286,216.15 Post Petition Retained Deficit (787,424.23) -------------- Total Shareholders' Equity 4,498,791.92 -------------- Total Liabilities and Shareholders' Equity $26,496,352.57 ============== 4 CASE NUMBER: B-00-10938-ECF-RTB STATUS OF ASSETS 0-30 31-60 60+ ACCOUNTS RECEIVABLE TOTAL DAYS DAYS DAYS ------- ------ ------ ------ TOTAL ACCOUNTS RECEIVABLE 189,358 89,818 45,024 54,516 LESS: AMOUNT CONSIDERED UNCOLLECTIBLE 4,699 4,699 ACCOUNTS RECEIVABLE (NET) 184,659 89,818 45,024 49,817 SCHEDULED CURRENT FIXED ASSETS AMOUNT ADDITIONS DELETIONS AMOUNT ------ --------- --------- ------ REAL PROPERTY 1,867,408 1,867,408 BUILDING IMPROVEMENTS/PLANT 846,395 16,066 271,474 590,987 ACCUMULATED DEPRECIATION (136,823) (20,785) (74,873) (82,735) NET BUILDINGS/PLANT 709,573 (4,719) 196,601 508,252 EQUIPMENT 5,466,149 1,737,146 3,729,003 ACCUMULATED DEPRECIATION (2,404,930) (365,604) (921,719) (1,848,815) NET EQUIPMENT 3,061,218 (365,604) 815,427 1,880,188 AUTOS & VEHICLES 557,586 222,162 335,424 ACCUMULATED DEPRECIATION (259,791) (51,219) (83,570) (227,440) NET AUTOS & VEHICLES 297,795 (51,219) 138,592 107,984 NOTE: Reduction in assets due to sale of Paradise Valley and Ahwatukee private schools 5 CASE NUMBER: B-00-10938-ECF-RTB STATUS OF LIABILITIES AND SENSITIVE PAYMENTS POSTPETITION UNPAID OBLIGATIONS TOTAL 0-30 31-60 61-90 91+ ---------------- --------- --------- ----- ----- ------ ACCOUNTS PAYABLE 70,251 51,063 1,605 4,186 13,397 TAXES PAYABLE 62,539 62,539 ACCRUED SALARIES AND BENEFITS 1,106,494 1,106,494 PREPAID TUITION AND DEPOSITS 1,577,189 1,577,189 SECURED DEBT OTHER (ATTACH LIST) --------- --------- ----- ----- ------ TOTAL POST-PETITION LIABILITIES 2,816,473 2,797,285 1,605 4,186 13,397 ========= ========= ===== ===== ====== PAYMENTS TO INSIDERS AND PROFESSIONALS INSIDERS AMOUNT PD TOTAL PD NAME REASON FOR PAYMENT THIS MONTH TO DATE - ---- ------------------ ---------- ------- Lucian Spataro Wages and Exp. Reimbursement 20,341.10 110,236.30 Ernie Recsetar Wages -- 22,000.00 Michael Lynch Wages and Exp. Reimbursement 14,164.23 72,686.86 Gary Lilyquist Wages and Exp. Reimbursement 11,594.66 49,116.49 --------- ---------- TOTAL PAYMENTS TO INSIDERS 46,099.99 254,039.65 ========= ========== PROFESSIONALS DATE OF COURT TOTAL ORDER AUTHORIZING AMOUNT AMOUNT TOTAL PAID INCURRED NAME PAYMENT APPROVED PAID TO DATE & UNPAID - ---- ------- -------- ---- ------- -------- NONE 6 CASE NUMBER: B-00-10938-ECF-RTB CASE STATUS QUESTIONNAIRE YES NO --- -- HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? NO ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES? NO ARE ANY WAGE PAYMENTS PAST DUE? NO ARE ANY U.S. TRUSTEE QUARTERLY FEES DELINQUENT? NO CURRENT NUMBER OF EMPLOYEES: 210 INSURANCE CARRIER AND PERIOD EXPIRATION PAYMENT AMOUNT TYPE OF POLICY POLICY NUMBER COVERED DATE & FREQUENCY - -------------- ------------- ------- ---- ----------- Gen Liability CLI0018811 3/1/00 3/1/01 39,208.72 /month Auto Liability BAP0708409 5/1/00 3/1/01 Included above Excess Liability UMI0000552 3/1/00 3/1/01 Included above Workers Comp 307512-4 12/1/00 11/30/01 Pd Monthly as % of PR Non-Owned Auto 59UUNGG2042 3/1/00 3/1/01 Included above WHAT STEPS HAVE BEEN TAKEN TO REMEDY ANY OF THE PROBLEMS THAT BROUGHT ABOUT THE CHAPTER 11 FILING? Purchasing of new schools has ceased, and administrative expenses have been reduced. Other restructuring measures are being considered. LIST ANY MATTERS THAT ARE DELAYING THE FILING OF A PLAN OF REORGANIZATION? 7 THE TESSERACT GROUP, INC. CONSOLIDATED CASH FLOW ANALYSIS TOTAL FOR FEBRUARY 2001 -------------- BEGINNING FUNDS AVAILABLE: $ 696,146.88 -------------- Cash In: Telecheck $ 183,570.26 Credit Card Deposit (Preschools) 492,117.04 Credit Card Deposit (Private) 88,945.28 Credit Card Deposit (Charter) 1,575.00 Regular Deposits (Preschools) 412,125.51 Regular Deposits (Private) 165,500.48 Regular Deposits (Charter) 3,839.65 Regular Deposits (Corporate) 1,453.11 Other Deposit (Charter) 157,017.09 Interest 1,872.31 Interest on LTC Acct 83.93 Voids 23,305.60 -------------- Daily Cash In: $ 1,531,405.26 Cash Out: Preschool A/P $ 468,567.09 Charter A/P 67,649.77 Private A/P 106,227.07 Corporate A/P 100,387.41 TesseracT Payroll 327,153.65 Preschool Payroll 494,625.77 Charter Payroll 103,005.33 College PR -- Preschool NSF 31,766.61 Medical Claims 18,126.28 Banking Fees 21,579.30 LTC Payment -- LTC Fees -- -------------- Daily Cash Out: $ 1,739,088.28 -------------- Net Cash In/Out: $ (207,683.02) -------------- ENDING FUNDS AVAILABLE: $ 488,463.86 ============== 8 THE TESSERACT GROUP, INC. CASH FLOW ANALYSIS B-00-10938-ECF-RTB BEGINNING FUNDS AVAILABLE: $ 741,952.40 ------------ Cash In: Credit Card Deposit (Private) 88,945.28 Credit Card Deposit (Charter) 1,575.00 Regular Deposits (Private) 165,500.48 Regular Deposits (Charter) 3,839.65 Regular Deposits (Corporate) 1,453.11 Other Deposit (Charter) 157,017.09 Interest 1,956.24 ------------ Daily Cash In: $ 420,286.85 Cash Out: Charter A/P 67,649.77 Private A/P 106,227.07 Corporate A/P 100,387.41 Corporate A/P (allocated to Sunrise) (50,193.71) TesseracT Payroll 327,153.65 Charter Payroll 103,005.33 Medical Claims 18,126.28 Banking Fees 21,579.30 Voids (23,305.60) ------------ Daily Cash Out: $ 670,629.50 ------------ Net Cash In/Out: $(250,342.65) ------------ ENDING FUNDS AVAILABLE: $ 491,609.75 ------------ 9 Owned Charters VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 800050339 ORCPAR000-B ORCUTT-WINSLOW PARTNERSHIP 2/5/01 OPERATING PMCHK00000043 $4,000.00 800050340 MANLIF000-B MANULIFE FINNANCIAL 2/6/01 OPERATING PMCHK00000044 $1,009.16 800050341 ARISCI000-B ARIZONA SCIENCE CENTER 2/7/01 OPERATING PMCHK00000045 $360.00 800050342 ARISCI000-B ARIZONA SCIENCE CENTER 2/7/01 OPERATING PMCHK00000046 $49.00 800050343 ATHIN0000-B ATHLETES IN TRAINING 2/8/01 OPERATING PMCHK00000047 $3,600.00 800050344 CITPHO296-B CITY OF PHOENIX 29690 2/8/01 OPERATING PMCHK00000047 $4.88 800050345 CLS000000-B CLS/CLEANWAY 2/8/01 OPERATING PMCHK00000047 $292.92 800050346 CRAMAR000-B CRAWFORD,ANN MARIE 2/8/01 OPERATING PMCHK00000047 $203.85 800050347 DATSPE000-B DATASPEAK SYSTEMS, INC. 2/8/01 OPERATING PMCHK00000047 $1,766.57 800050348 DESOUT000-B DESERT OUTDOOR CENTER 2/8/01 OPERATING PMCHK00000047 $76.00 800050349 GREARI000-B GREAT ARIZONA PUPPET THEATER 2/8/01 OPERATING PMCHK00000047 $224.00 800050350 HOULAR000-B HOUGLAND, LARRY 2/8/01 OPERATING PMCHK00000047 $55.00 800050351 HUGCAL000-B HUGHES-CALIHAN 2/8/01 OPERATING PMCHK00000047 $988.59 800050352 HUNLIL000-B HUNT, LILLIAN 2/8/01 OPERATING PMCHK00000047 $18.60 800050353 MOOJEN000-B MOORE, JENNIFER 2/8/01 OPERATING PMCHK00000047 $500.00 800050354 OUTAFR000-B OUT of AFRICA 2/8/01 OPERATING PMCHK00000047 $288.00 800050355 PROONE000-B PROTECTION ONE - AZ 2/8/01 OPERATING PMCHK00000047 $141.19 800050356 PROUSA000-B PROFORCE USA 2/8/01 OPERATING PMCHK00000047 $75.00 800050357 PURPOW000-B PURCHASE POWER 2/8/01 OPERATING PMCHK00000047 $344.00 800050358 RUTNOR000-B RUTH NORRIS RYAN 2/8/01 OPERATING PMCHK00000047 $600.00 800050359 SCHJAC000-B SCHMIDT, JACKIE 2/8/01 OPERATING PMCHK00000047 $57.85 800050360 SOUGAS000-B SOUTHWEST GAS CORPORATION 2/8/01 OPERATING PMCHK00000047 $505.57 800050361 THUMOU000-B THUNDER MOUNTAIN CLEANING SERV 2/8/01 OPERATING PMCHK00000047 $2,655.05 800050362 MANLIF000-B MANULIFE FINNANCIAL 2/14/01 OPERATING PMCHK00000048 $314.21 800050365 AT&T78522-B AT&T - 78522 2/21/01 OPERATING PMCHK00000050 $136.84 800050366 CAMCLA000-B CLAUDIA CAMACHO 2/21/01 OPERATING PMCHK00000050 $37.20 800050367 CT0COR000-B CT CORPORATION SYSTEM 2/21/01 OPERATING PMCHK00000050 $255.00 800050368 DUBDAW000-B DAWN DUBELBEIS 2/21/01 OPERATING PMCHK00000050 $52.70 800050369 KP0LIM000-B KP LIMITED INC 2/21/01 OPERATING PMCHK00000050 $672.35 800050370 SRPFIN000-B SRP 2/21/01 OPERATING PMCHK00000050 $144.26 800050371 THEREH000-B THERAPY REHABILITATION SERVICE 2/21/01 OPERATING PMCHK00000050 $2,355.00 800050372 APS200000-B APS - 2907 2/26/01 OPERATING PMCHK00000051 $1,445.56 800050373 ARC000000-B ARC 2/26/01 OPERATING PMCHK00000051 $275.34 800050374 ATHTRA001-B ATHLETES IN TRAINING-SOUTHERN 2/26/01 OPERATING PMCHK00000051 $1,320.00 800050375 CAMCLA000-B CLAUDIA CAMACHO 2/26/01 OPERATING PMCHK00000051 $24.80 800050376 CITPHOWAT-B CITY OF PHOENIX (WATER SVCS)29 2/26/01 OPERATING PMCHK00000051 $231.31 800050377 CITSIEVI2-B CITY OF SIERRA VISTA 2/26/01 OPERATING PMCHK00000051 $174.57 800050378 CLS000000-B CLS/CLEANWAY 2/26/01 OPERATING PMCHK00000051 $292.92 800050379 DISSCH000-B DISCOUNT SCHOOL SUPPLY 2/26/01 OPERATING PMCHK00000051 $87.73 800050380 GON000001-B GONZALES,RUTH 2/26/01 OPERATING PMCHK00000051 $34.74 800050381 HUNLIL000-B HUNT, LILLIAN 2/26/01 OPERATING PMCHK00000051 $24.80
10 Owned Charters VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 800050382 IKOOFF003-B IKON OFFICE SOLUTIONS (CA) 2/26/01 OPERATING PMCHK00000051 $1,944.06 800050383 KP0LIM000-B KP LIMITED INC 2/26/01 OPERATING PMCHK00000051 $1,914.75 800050384 MARCNT000-B MARICOPA CNTY ENVIROMENTAL SER 2/26/01 OPERATING PMCHK00000051 $75.00 800050385 SRPFIN000-B SRP 2/26/01 OPERATING PMCHK00000051 $144.26 800050386 TERINT000-B TERMINEX INTERNATIONAL 2/26/01 OPERATING PMCHK00000051 $50.00 800050387 THEREH000-B THERAPY REHABILITATION SERVICE 2/26/01 OPERATING PMCHK00000051 $3,285.00 800050388 U0CWIN000-B U-C WINDOW CLEANING 2/26/01 OPERATING PMCHK00000051 $146.28 800050389 US0WES003-B US WEST COMMUNICATIONS-29060 2/26/01 OPERATING PMCHK00000051 $371.36 800050390 WASMAN001-B WASTE MANAGEMENT OF ARIZONA 2/26/01 OPERATING PMCHK00000051 $212.36 800050391 WELFAR001-B WELLS FARGO FIN/HUGHES CALIHAN 2/26/01 OPERATING PMCHK00000051 $448.31 800050392 WELFAR002-B WELLS FARGO 2/27/01 OPERATING PMCHK00000052 $276.62 800050393 FIRWES000-B FIRST WEST PROPERTIES 2/28/01 OPERATING PMCHK00000053 $16,054.21 800050636 ARISCI000-B ARIZONA SCIENCE CENTER 2/15/01 OPERATING PMCHK00000049 $126.00 800050637 CHALEA000-B CHALLENGER LEARNING CTR 2/15/01 OPERATING PMCHK00000049 $208.00 ---------- Total Checks: 55 Total Amount of Checks: $50,950.77 ==========
11 Corporate Company VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 200012454 SPA000000-B SPATARO,LUCIAN 2/1/01 OPERATING2 PMCHK00000174 $215.45 200012455 ALLFOO009-B ALLIANT FOODSERVICE - MN 2/2/01 OPERATING2 PMCHK00000175 $970.96 200012456 LYN000000-B LYNCH,MICHAEL 2/6/01 OPERATING2 PMCHK00000176 $93.62 200012457 MAN FIN000-B MANULIFE FINANCIAL 2/6/01 OPERATING2 PMCHK00000176 $8,647.48 200012458 SNELDO000-B DOUG SNELL 2/6/01 OPERATING2 PMCHK00000176 $230.40 200012459 SPEINC000-B SPECTERA, INC. 2/6/01 OPERATING2 PMCHK00000176 $4,463.85 200012460 AICRED000-B A.I. CREDIT CORP. 2/8/01 OPERATING2 PMCHK00000177 $10,529.51 200012461 CONPLAS000-B CONSOLIDATED PLASTICS 2/8/01 OPERATING2 PMCHK00000177 $64.81 200012462 FEDEXP000-B FEDERAL EXPRESS 2/8/01 OPERATING2 PMCHK00000177 $532.64 200012463 GECAP0003-B GE CAPITAL 2/8/01 OPERATING2 PMCHK00000177 $30.02 200012464 IKOOFF003-B IKON OFFICE SOLUTIONS (CA) 2/8/01 OPERATING2 PMCHK00000177 $192.86 200012465 LANMAR000-B MARK LANE 2/8/01 OPERATING2 PMCHK00000177 $115.60 200012466 NOP000000-B NOPPENBERG,KAREN 2/8/01 OPERATING2 PMCHK00000177 $58.43 200012467 Q0MINC000-B Q-MATRIX INC 2/8/01 OPERATING2 PMCHK00000177 $174.50 200012468 RIVJUD000-B JUDI RIVERA 2/8/01 OPERATING2 PMCHK00000177 $14.08 200012469 SIESPR000-B SIERRA SPRINGS 2/8/01 OPERATING2 PMCHK00000177 $49.98 200012470 SPA000000-B SPATARO,LUCIAN 2/8/01 OPERATING2 PMCHK00000177 $270.51 200012471 US0WES003-B US WEST COMMUNICATIONS-29060 2/8/01 OPERATING2 PMCHK00000177 $316.41 200012472 WELFAR003-B WELLS FARGO (MN) 2/8/01 OPERATING2 PMCHK00000177 $820.01 200012473 MAN FIN000-B MANULIFE FINANCIAL 2/12/01 OPERATING2 PMCHK00000178 $541.48 200012474 SPA000000-B SPATARO,LUCIAN 2/12/01 OPERATING2 PMCHK00000178 $139.18 200012475 ADAROA000-B ADAM ROACH 2/13/01 OPERATING2 PMCHK00000179 $510.00 200012476 AMESTU000-B AMERICAN STUDENT TRANSPORTATIO 2/13/01 OPERATING2 PMCHK00000179 $846.75 200012477 APS200000-B APS - 2907 2/13/01 OPERATING2 PMCHK00000179 $6,724.09 200012478 CITPHOWAT-B CITY OF PHOENIX (WATER SVCS)29 2/13/01 OPERATING2 PMCHK00000179 $22.76 200012479 CON000000-B CONCENTRA 2/13/01 OPERATING2 PMCHK00000179 $130.00 200012480 CULWAT000-B CULLIGAN WATER COND 2/13/01 OPERATING2 PMCHK00000179 $205.06 200012481 DANKID000-B DANCERCISE KIDS 2/13/01 OPERATING2 PMCHK00000179 $104.00 200012482 GALBRI000-B BRIAN GALLAGHER 2/13/01 OPERATING2 PMCHK00000179 $1,268.86 200012483 GECAP0003-B GE CAPITAL 2/13/01 OPERATING2 PMCHK00000179 $1,249.44 200012484 JL0HAM000-B JL HAMMETT CO- NO 2/13/01 OPERATING2 PMCHK00000179 $140.21 200012485 LYN000000-B LYNCH,MICHAEL 2/13/01 OPERATING2 PMCHK00000179 $161.24 200012486 NAIJOE000-B JOE JOE NAIR 2/13/01 OPERATING2 PMCHK00000179 $865.00 200012487 NORSTA000-B NORTHERN STATES POWER 2/13/01 OPERATING2 PMCHK00000179 $3,266.03 200012488 PARWAS000-B PARADISE WASTE SERVICES 2/13/01 OPERATING2 PMCHK00000179 $184.73 200012489 PEONAT000-B PEOPLES NATURAL GAS 2/13/01 OPERATING2 PMCHK00000179 $1,130.34 200012490 PROONE000-B PROTECTION ONE - AZ 2/13/01 OPERATING2 PMCHK00000179 $141.85 200012491 ROSOLI000-B OLIVER ROSS 2/13/01 OPERATING2 PMCHK00000179 $2,107.78 200012492 SAGTEC000-B SAGEBRUSH TECHNOLOGIES 2/13/01 OPERATING2 PMCHK00000179 $350.00 200012493 SHAFOO000-B SHAMROCK FOODS COMPANY 2/13/01 OPERATING2 PMCHK00000179 $114.73 200012494 SLAJAC000-B JACK SLATE 2/13/01 OPERATING2 PMCHK00000179 $327.80 200012495 STATRI000-B STAR TRIBUNE 2/13/01 OPERATING2 PMCHK00000179 $1,334.80 200012496 STO000000-B STONE,LONN 2/13/01 OPERATING2 PMCHK00000179 $10.02 200012497 TAHINC000-B TAHER, INC 2/13/01 OPERATING2 PMCHK00000179 $4,653.84 200012498 TESAPR000-B APRYL TESCH #140 2/13/01 OPERATING2 PMCHK00000179 $216.29 200012499 TOPCUT000-B TOP CUT SEASONAL CARE CO 2/13/01 OPERATING2 PMCHK00000179 $1,379.69 200012500 US0WES003-B US WEST COMMUNICATIONS-29060 2/13/01 OPERATING2 PMCHK00000179 $843.03 200012501 VANPAP000-B VAN PAPER COMPANY 2/13/01 OPERATING2 PMCHK00000179 $687.11 200012502 WASMAN002-B WASTE MANAGEMENT-SAVAGE MN 2/13/01 OPERATING2 PMCHK00000179 $499.75 200012503 WELBAN000-B WELLS FARGO BANK 2/13/01 OPERATING2 PMCHK00000179 $1,924.00 200012504 WILRAL000-B RALPH WILKINS 2/13/01 OPERATING2 PMCHK00000179 $112.00 200012505 WISBAR000-B BARRY WISS 2/13/01 OPERATING2 PMCHK00000179 $2,857.56 200012506 YATJEF000-B JEFFERY YATES 2/13/01 OPERATING2 PMCHK00000179 $1,281.10 200012507 LYN000000-B LYNCH,MICHAEL 2/13/01 OPERATING2 PMCHK00000180 $40.17 200012508 WELBAN000-B WELLS FARGO BANK 2/13/01 OPERATING2 PMCHK00000180 $23,997.00 200012509 HARBRA001-B HARCOURT BRACE FL 2/13/01 OPERATING2 PMCHK00000181 $4,544.82 200012510 PHIRIC000-B RICHARD PHILLIPS 2/13/01 OPERATING2 PMCHK00000181 $1,075.00 200012513 DOCTEC000-B DOCUMENT TECHNOLOGIES 2/14/01 OPERATING2 PMCHK00000182 $4,688.90 200012514 MAN FIN000-B MANULIFE FINANCIAL 2/14/01 OPERATING2 PMCHK00000183 $6,356.22
12 Corporate Company VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 200012515 LILJ.0000-B LILYQUIST, J. GARY 2/15/01 OPERATING2 PMCHK00000184 $321.08 200012516 SHE000000-B SHEARER,DAN 2/15/01 OPERATING2 PMCHK00000184 $270.72 200012517 SHUSTO000-B SHURGARD STORAGE 2/15/01 OPERATING2 PMCHK00000184 $611.82 200012518 COPPRI000-B COPYFAST PRINTING CENTER 2/16/01 OPERATING2 PMCHK00000185 $292.91 200012519 OKEMIC000-B MICHAEL O'KEEFE 2/16/01 OPERATING2 PMCHK00000185 $46.00 200012522 EDUINV000-B EDUCATION PROPERTY INVESTORS 2/16/01 OPERATING2 PMPAY00000014 $16,769.09 200012523 SNELDO000-B DOUG SNELL 2/20/01 OPERATING2 PMCHK00000186 $464.65 200012524 SPA000000-B SPATARO,LUCIAN 2/20/01 OPERATING2 PMCHK00000186 $201.86 200012527 ALLFOO009-B ALLIANT FOODSERVICE - MN 2/21/01 OPERATING2 PMCHK00000188 $277.64 200012528 AMEPRI000-B AMERIPRIDE LINEN AND APPAREL 2/21/01 OPERATING2 PMCHK00000188 $75.19 200012529 AT&T78522-B AT&T - 78522 2/21/01 OPERATING2 PMCHK00000188 $18.40 200012530 BRIGAR000-B BRIN, GARY 2/21/01 OPERATING2 PMCHK00000188 $100.00 200012531 CITSCOUTI-B CITY OF SCOTTSDALE-UTILITIES 2/21/01 OPERATING2 PMCHK00000188 $465.60 200012532 COSWHO000-B COSTCO WHOLESALE - HRS USA 2/21/01 OPERATING2 PMCHK00000188 $40.00 200012533 CT0COR000-B CT CORPORATION SYSTEM 2/21/01 OPERATING2 PMCHK00000188 $195.00 200012534 FEDEXP000-B FEDERAL EXPRESS 2/21/01 OPERATING2 PMCHK00000188 $88.94 200012535 HUE000000-B HUEBSCH 2/21/01 OPERATING2 PMCHK00000188 $214.20 200012536 KP0LIM000-B KP LIMITED INC 2/21/01 OPERATING2 PMCHK00000188 $1,431.26 200012537 PARWAS000-B PARADISE WASTE SERVICES 2/21/01 OPERATING2 PMCHK00000188 $135.30 200012538 TRINEW000-B TRIBUNE NEWSPAPERS 2/21/01 OPERATING2 PMCHK00000188 $552.19 200012540 LYN000000-B LYNCH,MICHAEL 2/21/01 OPERATING2 PMCHK00000190 $216.00 200012542 FOR000000-B FORTIS 2/23/01 OPERATING2 PMCHK00000192 $8,161.06 200012543 LILJ.0000-B LILYQUIST, J. GARY 2/23/01 OPERATING2 PMCHK00000192 $465.92 200012544 ARC000000-B ARC 2/26/01 OPERATING2 PMCHK00000193 $994.00 200012545 AT&TWIR06-B AT&T WIRELESS SERVICES-PHOENIX 2/26/01 OPERATING2 PMCHK00000193 $4,854.77 200012546 FEDEXP000-B FEDERAL EXPRESS 2/26/01 OPERATING2 PMCHK00000193 $663.94 200012547 GECAP0003-B GE CAPITAL 2/26/01 OPERATING2 PMCHK00000193 $887.43 200012548 IKOOFF003-B IKON OFFICE SOLUTIONS (CA) 2/26/01 OPERATING2 PMCHK00000193 $388.62 200012549 IMPFIN000-B IMPERIAL FINANCIAL PRINTING 2/26/01 OPERATING2 PMCHK00000193 $682.50 200012550 PARBIL000-B PARKS, BILL 2/26/01 OPERATING2 PMCHK00000193 $16.00 200012551 SHE000000-B SHEARER,DAN 2/26/01 OPERATING2 PMCHK00000193 $1,500.00 200012552 UNIPAR000-B UNITED PARCEL SERVICE-UPS 2/26/01 OPERATING2 PMCHK00000193 $107.49 200012553 US0WES003-B US WEST COMMUNICATIONS-29060 2/26/01 OPERATING2 PMCHK00000193 $313.40 200012554 USTRUS000-B US TRUSTEE PROGRAM PMT CTR 2/26/01 OPERATING2 PMCHK00000193 $500.00 200012555 ADAROA000-B ADAM ROACH 2/26/01 OPERATING2 PMCHK00000194 $675.00 200012556 ALLFOO008-B ALLIANT FOODSERVICE - AZ 2/26/01 OPERATING2 PMCHK00000194 $1,005.63 200012557 ALLFOO009-B ALLIANT FOODSERVICE - MN 2/26/01 OPERATING2 PMCHK00000194 $770.76 200012558 AMELIN000-B AMERIPRIDE LINEN AND APPAREL 2/26/01 OPERATING2 PMCHK00000194 $21.48 200012559 CITPHOWAT-B CITY OF PHOENIX (WATER SVCS)29 2/26/01 OPERATING2 PMCHK00000194 $309.36 200012560 CULWAT000-B CULLIGAN WATER COND 2/26/01 OPERATING2 PMCHK00000194 $99.84 200012561 DANKID000-B DANCERCISE KIDS 2/26/01 OPERATING2 PMCHK00000194 $286.00 200012562 FAMTIM000-B FAMILY TIMES, INC. 2/26/01 OPERATING2 PMCHK00000194 $649.90 200012563 GLEGYM000-B GLEASON'S GYMNASTIC SCHOOL 2/26/01 OPERATING2 PMCHK00000194 $504.00 200012564 GRELEA000-B GREATAMERICA LEASING CORP 2/26/01 OPERATING2 PMCHK00000194 $3,999.60 200012565 IKOOFF003-B IKON OFFICE SOLUTIONS (CA) 2/26/01 OPERATING2 PMCHK00000194 $249.82 200012566 KP0LIM000-B KP LIMITED INC 2/26/01 OPERATING2 PMCHK00000194 $4,801.00 200012567 KUP000000-B KUPPER,KATHLEEN 2/26/01 OPERATING2 PMCHK00000194 $162.00 200012568 LILFLI000-B L'IL FLIPSTERS GYMNASTICS 2/26/01 OPERATING2 PMCHK00000194 $1,125.00 200012569 MINHEA000 MINNESOTA DEPT. OF HEALTH 2/26/01 OPERATING2 PMCHK00000194 $155.00 200012570 NES000000-B NESTER,ELAINE 2/26/01 OPERATING2 PMCHK00000194 $195.02 200012571 NOBSCH000-B NOBEL SCHOOL MGMT SVC 2/26/01 OPERATING2 PMCHK00000194 $7,965.00 200012572 PBC000000-B PBCC 2/26/01 OPERATING2 PMCHK00000194 $767.64 200012573 QBFSOL000-B QBF SOLUTIONS BEYOND PRINT 2/26/01 OPERATING2 PMCHK00000194 $403.22 200012574 SHAFOO000-B SHAMROCK FOODS COMPANY 2/26/01 OPERATING2 PMCHK00000194 $109.48 200012575 TAHINC000-B TAHER, INC 2/26/01 OPERATING2 PMCHK00000194 $5,895.30
13 Corporate Company VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 200012576 TNTCLE000-B TNT CLEANING 2/26/01 OPERATING2 PMCHK00000194 $3,270.00 200012577 TUMTOW000-B TUMBLE TOWN GYMNASTICS 2/26/01 OPERATING2 PMCHK00000194 $590.00 200012578 U0CWIN000-B U-C WINDOW CLEANING 2/26/01 OPERATING2 PMCHK00000194 $275.00 200012579 UNIGLA000 UNITED GLASS 2/26/01 OPERATING2 PMCHK00000194 $390.00 200012580 US0WES003-B US WEST COMMUNICATIONS-29060 2/26/01 OPERATING2 PMCHK00000194 $358.54 200012581 US0WES007-B US WEST DEX-334 2/26/01 OPERATING2 PMCHK00000194 $665.66 200012582 US0WES008-B US WEST INTERPRISE-3400 2/26/01 OPERATING2 PMCHK00000194 $373.33 200012583 VANPAP000-B VAN PAPER COMPANY 2/26/01 OPERATING2 PMCHK00000194 $607.32 200012584 WAMCHA000-B CHANDA WAMPLER 2/26/01 OPERATING2 PMCHK00000194 $31.92 200012585 US0WES003-B US WEST COMMUNICATIONS-29060 2/26/01 OPERATING2 PMCHK00000195 $1,067.04 200012586 MAN FIN000-B MANULIFE FINANCIAL 2/26/01 OPERATING2 PMCHK00000196 $5,959.26 200012587 EDUCOR000-B EDUCORP PROPERTIES, INC 2/28/01 OPERATING2 PMCHK00000197 $32,837.63 ----------- Total Checks: 126 Total Amount of Checks: $223,722.48 ===========
14 EX-99.2 4 ex99-2.txt MONTHLY OPERATING REPORT FOR SUNRISE Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re: ) CASE NO. B-00-10939-ECF-RTB ) SUNRISE EDUCATIONAL SERVICES ) BUSINESS AND INDUSTRY ) MONTHLY OPERATING REPORT ) ) MONTH OF FEBRUARY ) Debtor(s) ) DATE PETITION FILED: October 6, 2000 ) ) TAX PAYER ID NO. 4101581297 Nature of Debtor's Business: For Profit Educational Services DATE DISCLOSURE STATEMENT: FILED Not Yet Filed TO BE FILED To Be Determined ------------- ---------------- DATE PLAN OF REORGANIZATION: FILED Not Yet Filed TO BE FILED To Be Determined ------------- ---------------- I CERTIFY UNDER PENALTY OF PERJURY THAT THE FOLLOWING MONTHLY OPERATING REPORT AND THE ACCOMPANYING ATTACHMENTS ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE. RESPONSIBLE PARTY: /s/ Michael Lynch CEO - --------------------------------------- ---------- ORIGINAL SIGNATURE OF RESPONSIBLE PARTY TITLE Michael Lynch - --------------------------------------- ---------- PRINTED NAME OF RESPONSIBLE PARTY DATE PREPARER: /s/ Douglass E. Snell Controller - --------------------------------------- ---------- ORIGINAL SIGNATURE OF PREPARER TITLE Douglass E. Snell - --------------------------------------- ---------- PRINTED NAME OF PREPARER DATE PERSON TO CONTACT REGARDING THIS REPORT: Douglass E. Snell --------------------------------------- PHONE NUMBER: 480-783-4317 --------------------------------------- ADDRESS: 4515 E. Muirwood Dr. Phoenix, AZ 85048 --------------------------------------- ORIGINAL OF REPORT IS FILED WITH THE COURT, COPY IS FILED WITH U.S. TRUSTEE'S OFFICE SUNRISE EDUCATIONAL SERVICES, INC. B-00-10939-ECF-RTB MONTH: FEBRUARY 2001 RECEIPTS AND DISBURSEMENTS BANK ACCOUNTS ------------------------------------------ AMOUNTS REPORTED SHOULD BE SUNRISE SUNRISE PMTS PER THE DEBTOR'S BOOKS, OPERATING MADE BY not per the bank statement #052-978-7889 TESSERACT TOTAL ------------- --------- -------------- ACCOUNT BALANCE - BEGINNING OF MONTH -- -- RECEIPTS STUDENT FEES -- CHARTER SCHOOL REVENUE -- ACCOUNTS RECEIVABLE -- LOANS AND ADVANCES -- SALE OF ASSETS -- TRANSFERS IN FROM OTHER ACCOUNTS 468,567.09 544,819.47 1,013,386.56 OTHER (ATTACH LIST) -- TOTAL RECEIPTS 468,567.09 544,819.47 1,013,386.56 DISBURSEMENTS BUSINESS - ORDINARY OPERATIONS 468,567.09 468,567.09 CAPITAL IMPROVEMENTS -- PRE-PETITION DEBT -- TRANSFERS TO OTHER DIP ACCOUNTS -- PAYMENTS MADE FOR SUNRISE EDU. 544,819.47 544,819.47 OTHER (ATTACH LIST) -- REORGANIZATION EXPENSES: ATTORNEY FEES -- ACCOUNTANT FEES -- OTHER PROFESSIONAL FEES -- U.S. TRUSTEE QUARTERLY FEE -- COURT COSTS -- TOTAL DISBURSEMENTS 468,567.09 544,819.47 1,013,386.56 ----------- ----------- ------------- ACCOUNT BALANCE - END OF MONTH -- -- -- =========== =========== ============= THE FOLLOWING SECTION MUST BE FILLED OUT DISBURSEMENTS FOR CALCULATING QUARTERLY FEES: TOTAL DISBURSEMENTS FROM ABOVE 1,013,386.56 LESS: TRANSFERS OUT TO OTHER DIP ACCOUNTS -- PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES ------------- TOTAL DISBURSEMENTS FOR CALCULATING QUARTERLY FEES: 1,013,386.56 ============= 2 Sunrise Educational Services, Inc. Statement of Operations For the Month Ending February 28, 2001 Revenue Tuition and Fees Revenue $1,172,594.96 Government Revenue 67,114.45 Food Revenue 3,899.45 Discounts (129,386.14) Refunds/Returns 21.05 ------------- Total Revenue 1,114,243.77 ------------- Operational Costs Salaries and Wages 493,012.30 Taxes and Benefits 58,508.35 Classroom Expenses 13,067.05 Food Programs Expense 51,194.42 Transportation Expenses 13,136.15 Maintenance Expense 57,063.23 Insurance Expense (refund) (11,041.17) Rent Expense 234,086.86 Security Services Expense 4,313.32 Personal Property Tax Expense 1,783.05 Real Property Tax Expense 6,333.22 Utilities Expense 15,844.92 ------------- Total Operational Costs 937,301.70 ------------- General & Administrative Costs Advertising, Mktg, Promo Exp 29,677.90 Bad Debt Expense 15,358.62 Bank Charges/Processing Fees-A 15,565.97 Computer/Technology Expense -- Licenses & Fees Expense 1,306.00 Office/School Supplies Expense 2,151.96 Penalties and Late Fee Charges -- Postage and Printing Expense 208.17 Pre-Employment Expense 3,295.00 Telephone Expense 9,301.38 Travel Expense 825.59 Allocated Corporate Overhead 126,057.00 Other Expenses 4,798.02 ------------- Total General and Administrative Expenses 208,545.61 ------------- Interest Expense (7,300.50) Other Income 2,853.20 ------------- Net Interest and Other Income (Expense) (4,447.30) ------------- Depreciation Expense 41,657.12 ------------- Total Depreciation and Amortization 41,657.12 ------------- Reorganization Expenses Professional Fees Allocated 3,571.00 ------------- Total Reorganization Expenses 3,571.00 ------------- Net Loss $ (81,278.96) ============= 3 Sunrise Educational Services, Inc. Balance Sheet February 28, 2001 ASSETS Current Assets Cash and Cash Equivalents $ 9,700.00 Accounts Receivable, net 492,468.06 Prepaid Rent 217,966.82 Other Current Assets 13,889.90 ------------- Total Current Assets 734,024.78 Due From Tesseract 877,563.43 Property and Equipment, net 1,045,401.56 Deposits and Other Assets 150,334.37 ------------- Total Assets $2,807,324.14 ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts Payable $ 52,725.06 Checks in Process of Collection 265,113.80 Payroll and Related Accruals 516,389.95 Deferred Revenue and Tuition Deposits 120,545.80 ------------- Total Current Liabilities 954,774.61 ------------- Pre-Petition Liabilities Accounts Payable 654,833.50 Other Current Liabilities 154,964.52 Long-Term Debt 222,967.25 ------------- Total Pre-Petition Liabilities 1,032,765.27 ------------- Reserve for Closed Schools 143,661.34 Other Long-Term Obligations 193,072.61 ------------- Total Long-Term Liabilities 336,733.95 ------------- Total Liabilities 2,324,273.83 ------------- Shareholders' Equity Pre-Petition Shareholders' Equity 1,133,680.77 Post Petition Retained Deficit (650,630.46) ------------- Total Shareholders' Equity 483,050.31 ------------- Total Liabilities and Shareholders' Equity $2,807,324.14 ============= 4 CASE NUMBER: B-00-10939-ECF-RTB STATUS OF ASSETS 0-30 31-60 60+ ACCOUNTS RECEIVABLE TOTAL DAYS DAYS DAYS - ------------------- ----- ---- ---- ---- TOTAL ACCOUNTS RECEIVABLE 492,468 423,070 53,379 16,019 LESS: AMOUNT CONSIDERED UNCOLLECTIBLE ACCOUNTS RECEIVABLE (NET) 492,468 423,070 53,379 16,019 SCHEDULED CURRENT FIXED ASSETS AMOUNT ADDITIONS DELETIONS AMOUNT - ------------ ------ --------- --------- ------ REAL PROPERTY BUILDING IMPROVEMENTS/PLANT 1,020,140 56,214 1,076,355 ACCUMULATED DEPRECIATION (413,993) (84,660) (498,653) NET BUILDINGS/PLANT 606,147 (28,446) -- 577,702 EQUIPMENT 755,300 24,266 779,566 ACCUMULATED DEPRECIATION (511,115) (79,004) (590,119) NET EQUIPMENT 244,186 (54,738) -- 189,447 AUTOS & VEHICLES 953,839 953,839 ACCUMULATED DEPRECIATION (625,670) (49,916) (675,586) NET AUTOS & VEHICLES 328,170 (49,916) -- 278,254 5 CASE NUMBER: B-00-10939-ECF-RTB STATUS OF LIABILITIES AND SENSITIVE PAYMENTS POSTPETITION UNPAID OBLIGATIONS TOTAL 0-30 31-60 61-90 91+ ------------------ ----- ---- ----- ----- --- ACCOUNTS PAYABLE 52,725 46,519 1,050 625 4,531 TAXES PAYABLE 47,138 47,138 ACCRUED PAYROLL AND BENEFITS 469,252 469,252 PREPAID TUITION 120,546 120,546 SECURED DEBT OUTSTANDING A/P CHECKS 265,114 265,114 OTHER (ATTACH LIST) ------- ------- ----- --- ----- TOTAL POST-PETITION LIABILITIES 954,775 948,569 1,050 625 4,531 ======= ======= ===== === ===== PAYMENTS TO INSIDERS AND PROFESSIONALS INSIDERS AMOUNT PD TOTAL PD NAME REASON FOR PAYMENT THIS MONTH TO DATE - ---- ------------------ ---------- ------- NONE TOTAL PAYMENTS TO INSIDERS -- -- PROFESSIONALS DATE OF COURT TOTAL ORDER AUTHORIZING AMOUNT AMOUNT TOTAL PAID INCURRED NAME PAYMENT APPROVED PAID TO DATE & UNPAID - ---- ------- -------- ---- ------- -------- NONE 6 CASE NUMBER: B-00-10939-ECF-RTB CASE STATUS QUESTIONNAIRE YES NO --- -- HAVE ANY FUNDS BEEN DISBURSED FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT? NO ARE ANY POSTPETITION RECEIVABLES (ACCOUNTS, NOTES, OR LOANS) DUE FROM RELATED PARTIES? NO ARE ANY WAGE PAYMENTS PAST DUE? NO ARE ANY U.S. TRUSTEE QUARTERLY FEES DELINQUENT? NO CURRENT NUMBER OF EMPLOYEES: 476 INSURANCE CARRIER AND PERIOD EXPIRATION PAYMENT AMOUNT TYPE OF POLICY POLICY NUMBER COVERED DATE & FREQUENCY - -------------- ------------- ------- ---- ----------- Gen Liability CLI0018811 3/1/00 3/1/01 39,208.72 /month Auto Liability BAP0708409 5/1/00 3/1/01 Included above Excess Liability UMI0000552 3/1/00 3/1/01 Included above Workers Comp 307512-4 12/1/00 11/30/01 Monthly as a % of PR Gen Liability CLI0018810 3/1/00 3/1/01 Included above Blanket Contents 59UUNGG2042 5/1/00 3/1/01 Included above WHAT STEPS HAVE BEEN TAKEN TO REMEDY ANY OF THE PROBLEMS THAT BROUGHT ABOUT THE CHAPTER 11 FILING? Purchasing of new schools has ceased, and administrative expenses have been reduced. Other restructuring measures are being considered. LIST ANY MATTERS THAT ARE DELAYING THE FILING OF A PLAN OF REORGANIZATION? 7 SUNRISE EDUCATIONAL SERVICES, INC. CASH FLOW ANALYSIS B-00-10939-ECF-RTB BEGINNING FUNDS AVAILABLE: $ (45,805.52) ------------- Cash In: Telecheck $183,570.26 Credit Card Deposit (Preschools) 492,117.04 Regular Deposits (Preschools) 412,125.51 ------------- Daily Cash In: $1,087,812.81 Cash Out: Preschool A/P $ 468,567.09 Preschool Payroll 494,625.77 Corporate A/P (allocated) 50,193.71 Preschool NSF 31,766.61 ------------- Daily Cash Out: $1,045,153.18 ------------- Net Cash In/Out: $ 42,659.63 ------------- ENDING FUNDS AVAILABLE: $ (3,145.89) ============= 8 Sunrise Preschools, Inc. VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 100012599 US0FOO000 US FOODSERVICE 2/1/01 OPERATING PMCHK00000061 $11,663.47 100012600 AHWFOO000 AHWATUKEE FOOTHILLS NEWS 2/5/01 OPERATING PMCHK00000062 $1,260.00 100012602 IMPBAN001 IMPERIAL BANK-AZ 2/5/01 OPERATING PMCHK00000062 $3,650.25 100012603 CASSAN000 SANDRA CASTILLO 2/5/01 OPERATING PMCHK00000063 $90.00 100012604 CITPHOWAT CITY OF PHOENIX (WATER SVCS)29 2/6/01 OPERATING PMCHK00000064 $284.53 100012606 MANLIF000 MANULIFE FINANCIAL 2/6/01 OPERATING PMCHK00000065 $10,895.29 100012607 US0FOO000 US FOODSERVICE 2/8/01 OPERATING PMCHK00000066 $14,706.10 100012608 AZCON0000 AZ CONSTRUCTION AND MAINTENANC 2/9/01 OPERATING PMCHK00000067 $12,837.73 100012609 ACCAPP000 ACCREDITED APPLIANCE 2/9/01 OPERATING PMCHK00000068 $699.78 100012610 APS200000 APS-2907 2/9/01 OPERATING PMCHK00000068 $989.79 100012611 ARIAIR000 ARIZONA AIR-SCENT 2/9/01 OPERATING PMCHK00000068 $289.71 100012612 ARIMAG000 ARIZONA CHILD MAGAZINE 2/9/01 OPERATING PMCHK00000068 $123.25 100012613 ARIREP000 ARIZONA REPUBLIC 2/9/01 OPERATING PMCHK00000068 $472.00 100012614 AT&TPHO00 AT&T PHOENIX-78225 2/9/01 OPERATING PMCHK00000068 $212.52 100012615 BANKAR000 KAREN BANNEN 2/9/01 OPERATING PMCHK00000068 $380.82 100012616 BELVIS000 BELLA VISTA WATER COMPANY 2/9/01 OPERATING PMCHK00000068 $85.17 100012617 BOWERI000 ERIN BOWDON 2/9/01 OPERATING PMCHK00000068 $60.50 100012618 BOWTAM000 TAMI BOWEN 2/9/01 OPERATING PMCHK00000068 $284.21 100012619 CASELI000 ELIZABETH CASON 2/9/01 OPERATING PMCHK00000068 $313.88 100012620 CENLEA000 CENTENNIAL LEASING & SALES INC 2/9/01 OPERATING PMCHK00000068 $408.65 100012621 CITGOO000 CITY OF GOODYEAR 2/9/01 OPERATING PMCHK00000068 $20.00 100012622 CITPEOUTI CITY OF PEORIA - UTILITIES 2/9/01 OPERATING PMCHK00000068 $244.59 100012623 CITPHOWAT CITY OF PHOENIX (WATER SVCS)29 2/9/01 OPERATING PMCHK00000068 $513.39 100012624 CLS000000 CLS/CLEANWAY 2/9/01 OPERATING PMCHK00000068 $12,146.29 100012625 COUCHE000 COURTESY CHEVROLET 2/9/01 OPERATING PMCHK00000068 $5,862.36 100012626 CROBAN000 CROWN BANK LEASING 2/9/01 OPERATING PMCHK00000068 $1,587.06 100012627 DAIMAR000 DAILEY, MARGE 2/9/01 OPERATING PMCHK00000068 $273.72 100012628 DYCNAN000 DYCK, NANCY 2/9/01 OPERATING PMCHK00000068 $71.15 100012629 ELEWES000 ELECTRONICS WEST, INC. 2/9/01 OPERATING PMCHK00000068 $236.57 100012630 EXTCLE000 EXTRACTION CLEANING COMPANY 2/9/01 OPERATING PMCHK00000068 $1,320.00 100012631 GARLYN000 LYNN GARSHA 2/9/01 OPERATING PMCHK00000068 $185.85 100012632 GECAP0003 GE CAPITAL 2/9/01 OPERATING PMCHK00000068 $337.16 100012633 GILBER000 BERNITA GILLIAM 2/9/01 OPERATING PMCHK00000068 $417.00 100012634 HEASAV000 HEART SAVERS 2/9/01 OPERATING PMCHK00000068 $456.00 100012635 IKOOFF003 IKON OFFICE SOLUTIONS (CA) 2/9/01 OPERATING PMCHK00000068 $592.28 100012636 JIFLUB001 JIFFY LUBE 2/9/01 OPERATING PMCHK00000068 $4,206.68 100012637 KNO000000 KNOTT,MARILYN 2/9/01 OPERATING PMCHK00000068 $435.86 100012638 LAKLEA000-B LAKESHORE LEARNING MATERIALS 2/9/01 OPERATING PMCHK00000068 $3,725.69 100012639 MITTON000 TONYA MITCHELL 2/9/01 OPERATING PMCHK00000068 $407.31 100012640 MOBFLE000 MOBIL FLEET 2/9/01 OPERATING PMCHK00000068 $3,557.13 100012641 NYBSHE000 SHELLEY NYBERG 2/9/01 OPERATING PMCHK00000068 $451.63 100012642 PROUSA000 PROFORCE USA 2/9/01 OPERATING PMCHK00000068 $14,208.35 100012643 RANKAT000 RANDALL, KATHY 2/9/01 OPERATING PMCHK00000068 $394.49 100012644 RAOARA000 ARATHI RAO 2/9/01 OPERATING PMCHK00000068 $84.00 100012645 SLAJAC000 JACK SLATE 2/9/01 OPERATING PMCHK00000068 $1,098.28 100012646 SOUGAS000 SOUTHWEST GAS CORPORATION 2/9/01 OPERATING PMCHK00000068 $228.31 100012647 SRP2950 SRP2950 2/9/01 OPERATING PMCHK00000068 $3,026.02 100012648 STODAN000 DANIELLE STONE 2/9/01 OPERATING PMCHK00000068 $349.87 100012649 THORAE000 THOMAS, RAE ANN 2/9/01 OPERATING PMCHK00000068 $251.15 100012650 THUMOU000 THUNDER MOUNTAIN CLEANING SERV 2/9/01 OPERATING PMCHK00000068 $1,929.50 100012651 TOOLOR000 LORI TOOLEY 2/9/01 OPERATING PMCHK00000068 $256.56 100012652 TOWOF0002 TOWN OF GILBERT - UTILITIES 2/9/01 OPERATING PMCHK00000068 $195.81 100012653 US0WES003 US WEST COMMUNICATIONS-29060 2/9/01 OPERATING PMCHK00000068 $2,375.89 100012654 USTOY000 US TOY CO /PLAYTHINGS 2/9/01 OPERATING PMCHK00000068 $9.47 100012655 NOPMIK000 MIKE NOPPENBERG 2/13/01 OPERATING PMCHK00000069 $1,180.50 100012656 CON000000 CONCENTRA 2/13/01 OPERATING PMCHK00000070 $347.00 100012657 MANLIF000 MANULIFE FINANCIAL 2/14/01 OPERATING PMCHK00000071 $5,144.14 100012658 ARIREP000 ARIZONA REPUBLIC 2/15/01 OPERATING PMCHK00000072 $1,848.00
9 Sunrise Preschools, Inc. VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 100012659 CABREP000 CABLE REP 2/15/01 OPERATING PMCHK00000072 $10,372.00 100012660 MCE000000 MCESD 2/15/01 OPERATING PMCHK00000073 $370.00 100012661 US0FOO000 US FOODSERVICE 2/15/01 OPERATING PMCHK00000073 $15,467.92 100012662 SHUSTO000 SHURGARD STORAGE 2/16/01 OPERATING PMCHK00000074 $528.08 100012663 ARIAIR000 ARIZONA AIR-SCENT 2/21/01 OPERATING PMCHK00000075 $449.88 100012664 AT&T78522 AT&T - 78225 2/21/01 OPERATING PMCHK00000075 $244.72 100012665 CON000000 CONCENTRA 2/21/01 OPERATING PMCHK00000075 $217.00 100012666 GECAP0003 GE CAPITAL 2/21/01 OPERATING PMCHK00000075 $1,051.40 100012667 IROMOU000 IRON MOUNTAIN 2/21/01 OPERATING PMCHK00000075 $82.50 100012668 JAKBRE000 JAKE BREAK CAFE 2/21/01 OPERATING PMCHK00000075 $1,120.69 100012669 JETCON000 JET CONNECTION 2/21/01 OPERATING PMCHK00000075 $298.77 100012670 DAVBAN001-B DAVE BANG ASSOCIATES, INC. 2/21/01 OPERATING PMCHK00000076 $15,795.00 100012671 US0FOO000 US FOODSERVICE 2/22/01 OPERATING PMCHK00000077 $13,018.00 100012672 APS200000 APS-2907 2/23/01 OPERATING PMCHK00000078 $4,892.48 100012673 ARIAIR000 ARIZONA AIR-SCENT 2/23/01 OPERATING PMCHK00000078 $904.61 100012674 AT&T78522 AT&T - 78225 2/23/01 OPERATING PMCHK00000078 $95.12 100012675 BRICOM000 BRIXTON COMMERCIAL CLEANING 2/23/01 OPERATING PMCHK00000078 $1,000.00 100012676 CITCHA400 CITY OF CHANDLER 2/23/01 OPERATING PMCHK00000078 $10.00 100012677 CITCHAUT1 CITY OF CHANDLER - UTILITIES 2/23/01 OPERATING PMCHK00000078 $180.52 100012678 CITMESUTI CITY OF MESA - UTILITIES - 187 2/23/01 OPERATING PMCHK00000078 $116.19 100012679 CITPHOWAT CITY OF PHOENIX (WATER SVCS)29 2/23/01 OPERATING PMCHK00000078 $813.44 100012680 CITTEM296 CITY OF TEMPE - 29617 2/23/01 OPERATING PMCHK00000078 $216.85 100012681 CLS000000 CLS/CLEANWAY 2/23/01 OPERATING PMCHK00000078 $11,671.29 100012682 CONPLA0001 CONSTRUCTIVE PLAYTHINGS 2/23/01 OPERATING PMCHK00000078 $7,038.85 100012683 COUCHE000 COURTESY CHEVROLET 2/23/01 OPERATING PMCHK00000078 $4,274.14 100012684 DAIMAR000 DAILEY, MARGE 2/23/01 OPERATING PMCHK00000078 $250.57 100012686 DISSCH000-B DISCOUNT SCHOOL SUPPLY 2/23/01 OPERATING PMCHK00000078 $567.41 100012687 DYCNAN000 DYCK, NANCY 2/23/01 OPERATING PMCHK00000078 $369.35 100012688 ECO000000 ECOLAB 2/23/01 OPERATING PMCHK00000078 $221.89 100012689 FERCAR000 CARRIE FERGUSEN 2/23/01 OPERATING PMCHK00000078 $129.50 100012690 GECAP0003 GE CAPITAL 2/23/01 OPERATING PMCHK00000078 $514.46 100012691 HEASAV000 HEART SAVERS 2/23/01 OPERATING PMCHK00000078 $612.00 100012692 HINDAN000 DANIEL HINZ 2/23/01 OPERATING PMCHK00000078 $50.00 100012693 HON0IL000 HONEYWELL-IL 2/23/01 OPERATING PMCHK00000078 $1,044.37 100012694 HOPALI000 ALISA HOPPIS 2/23/01 OPERATING PMCHK00000078 $214.00 100012695 IKOOFF001 IKON OFFICE SOLUTION (AZ) 2/23/01 OPERATING PMCHK00000078 $748.21 100012696 JETCON000 JET CONNECTION 2/23/01 OPERATING PMCHK00000078 $238.00 100012697 JONCRY000 CRYSTAL JONES 2/23/01 OPERATING PMCHK00000078 $117.00 100012698 KINMGM000 KINNEY MANAGEMENT SERVICES 2/23/01 OPERATING PMCHK00000078 $40.00 100012699 KRATER000 TERRILYNN KRAMER 2/23/01 OPERATING PMCHK00000078 $218.03 100012700 LAKLEA000-B LAKESHORE LEARNING MATERIALS 2/23/01 OPERATING PMCHK00000078 $134.68 100012701 LITPAR Litchfield Parks & Recreation 2/23/01 OPERATING PMCHK00000078 $52.75 100012702 LOWTAM000 TAMMY LOWE 2/23/01 OPERATING PMCHK00000078 $152.00 100012703 MAR000000 MARRO,GINNY 2/23/01 OPERATING PMCHK00000078 $113.71 100012704 MCE000000 MCESD 2/23/01 OPERATING PMCHK00000078 $335.00 100012705 MONROX000 MONTANEZ, ROXANN 2/23/01 OPERATING PMCHK00000078 $192.36 100012706 OPECLE000 OPEN WORKS 2/23/01 OPERATING PMCHK00000078 $1,170.00 100012707 PACALA000 PACIFIC ALARMS COMPANY 2/23/01 OPERATING PMCHK00000078 $306.00 100012708 PROUSA000 PROFORCE USA 2/23/01 OPERATING PMCHK00000078 $274.00 100012709 RAIARI000 RAISING ARIZONA KIDS 2/23/01 OPERATING PMCHK00000078 $1,603.00 100012710 RANKAT000 RANDALL, KATHY 2/23/01 OPERATING PMCHK00000078 $185.26 100012711 ROAFIR000 ROADRUNNER FIRE & SAFETY 2/23/01 OPERATING PMCHK00000078 $572.18 100012712 SANBAR001 SANTA BARBARA BANK & TRUST 2/23/01 OPERATING PMCHK00000078 $289.17 100012713 SRP2950 SRP2950 2/23/01 OPERATING PMCHK00000078 $1,868.77 100012714 SULSPR000 SULPHUR SPRINGS ELECTRIC 2/23/01 OPERATING PMCHK00000078 $496.69
10 Sunrise Preschools, Inc. VENDOR CHECK REGISTER REPORT Payables Management * Voided Checks
Audit Check Number Vendor ID Vendor Check Name Check Date Checkbook ID Trail Code Amount - ------------ --------- ----------------- ---------- ------------ ---------- ------ 100012715 TERINT000 TERMINEX INTERNATIONAL 2/23/01 OPERATING PMCHK00000078 $15.00 100012716 THORAE000 THOMAS, RAE ANN 2/23/01 OPERATING PMCHK00000078 $45.94 100012717 U0CWIN000 U-C WINDOW CLEANING 2/23/01 OPERATING PMCHK00000078 $731.40 100012718 US0WES003 US WEST COMMUNICATIONS-29060 2/23/01 OPERATING PMCHK00000078 $2,942.59 100012719 USTRU000 US TRUSTEE PROGRAM PMT CTR 2/23/01 OPERATING PMCHK00000078 $500.00 100012720 VEL000000 VELA,DANA 2/23/01 OPERATING PMCHK00000078 $1,142.70 100012721 WASMAN001 WASTE MANAGEMENT OF ARIZONA 2/23/01 OPERATING PMCHK00000078 $61.00 100012722 XUAHIE000 HIEN XUAN VU 2/23/01 OPERATING PMCHK00000078 $28.80 100012723 WELFAR001 WELLS FARGO 2/27/01 OPERATING PMCHK00000079 $704.00 100012724 4DPROP000 4D PROPERTIES 2/28/01 OPERATING PMCHK00000080 $11,772.03 100012725 ANCVIL000 ANCALA VILLAGE SHOPPING CENTER 2/28/01 OPERATING PMCHK00000080 $16,622.87 100012726 BLD7ZEL000 BLDG7UNION HILLS LLC 2/28/01 OPERATING PMCHK00000080 $8,914.31 100012727 DERENT000 DER ENTERPRISES LLP 2/28/01 OPERATING PMCHK00000080 $15,355.71 100012728 DIVINS000 DIVALL INSURED INCOME PROP INC 2/28/01 OPERATING PMCHK00000080 $11,418.37 100012729 MCCVEN003 MCCLINTOCK VENTURE LC 2/28/01 OPERATING PMCHK00000080 $13,067.25 100012730 MESDEV000 MESA DEVELOPMENT INC 2/28/01 OPERATING PMCHK00000080 $12,568.84 100012731 PEOINV000 PEORIA INVESTMENTS INC 2/28/01 OPERATING PMCHK00000080 $18,202.23 100012732 SANVIL003 SANTIAGO VILLA (#129) 2/28/01 OPERATING PMCHK00000080 $13,836.33 100012733 SANVIL005 SANTIAGO VILLA (#124) 2/28/01 OPERATING PMCHK00000080 $14,980.76 100012734 SC0WAR000 SC WARNER TEMPE, INC. 2/28/01 OPERATING PMCHK00000080 $12,330.04 100012735 SDMFAM000 SDM FAMILY CORP 2/28/01 OPERATING PMCHK00000080 $13,794.27 100012736 SUNPRE000 SUNRISE PRESCHOOL VI INVESTME 2/28/01 OPERATING PMCHK00000080 $31,473.28 100012737 THEYOU000 THE YOUNG ONES CENTER 2/28/01 OPERATING PMCHK00000080 $6,525.16 100012738 WELFAR002 WELLS FARGO BANK 2/28/01 OPERATING PMCHK00000080 $18,541.69 100012739 KMLFM000 KMLE-FM RADIO 2/28/01 OPERATING PMCHK00000081 $10,000.00 ----------- Total Checks: 138 Total Amount of Checks: $468,567.09 ===========
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