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8-K
COSI INC filed this Form 8-K on 01/20/2017
Entire Document
 

Exhibit 99.3
 
UNITED STATES BANKRUPTCY COURT
DISTRICT OF MASSACHUSETTS
 
In re
Xando Cosi of Maryland, Inc.
Case No.
Reporting Period
16-13706-MSH
11/29/16-01/02/17
 
MONTHLY OPERATING REPORT
Complete and submit to the United States Trustee within 15 days after end of month

Submit copy of report to any official committee appointed in the case
 
REQUIRED DOCUMENTS
Form No.
Document Attached
Explanation Attached
Monthly Reporting Questionnaire
MOR-1
YES
 
Schedule of Cash Receipts and Disbursements
MOR-2
YES
 
Copies of Debtor's Bank Reconciliations
 
YES
 
Copies of Debtor's Bank Statements
 
YES
 
Copies of Cash Disbursements Journals
 
N/A
 
Statement of Operations
MOR-3
N/A
 
Balance Sheet
MOR-4
N/A
 
Schedule of Post-Petition Liabilities
MOR-5
N/A
 
Copies of IRS Form 6123 or payment receipt
 
N/A
 
Copies of tax returns filed during reporting period
 
N/A
 
Detailed listing of aged accounts payables
 
N/A
 
Accounts Receivable Reconciliation and Aging
MOR-6
N/A
 
 
I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and all attachments are true and correct to the best of my knowledge and belief.
 
 
 
 
Signature of Debtor
 
Date
 
 
 
 
 
Signature of Joint Debtor
 
Date
 
       
/s/ Edward P. Schatz
 
1/16/2017
 
Signature of Authorized Individual*
 
Date
 
       
Edward P. Schatz
 
Acting Interim CFO
 
Printed Name of Authorized Individual
 
Title of Authorized Individual

*Authorized individual must be an officer, director or shareholder if the debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

COVER PAGE
9/04
 

Xando Cosi of Maryland, Inc.
Debtor
Case No.
Reporting Period
16-13706-MSH
11/29/16-01/02/17
 
MONTHLY REPORTING QUESTIONNAIRE
Must be completed each month
 
Yes
No
N/A
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.
 
 
X
 
2. Have any funds been disbursed from any account other than a debtor-in-possession account this reporting period? If yes, provide an explanation below.
 
 
X
 
3. Have any payments been made on pre-petition debt, other than payments in the normal course to secured creditors or lessors? If yes, attach listing including date of payment, amount of payment, and name of payee. - See Note 1. below.
 
 
 
X
4. Have any payments been made to professionals? If yes, attach listing including date of payment, amount of payment, and name of payee.
 
 
 
X
5. If the answer to question 3 and/or 4 is yes, were all such payments approved by the Court?
 
 
 
 
6. Have any payments been made to officers, insiders, shareholders, or relatives? If yes, attach listing including date of payment, amount and reason for payment, and name of payee.
 
 
 
X
7. Have all postpetition tax returns been timely filed? If no, provide an explanation below.
 
 
 
X
8. Is the estate current on the payment of post-petition taxes?
 
 
 
X
9. Is the estate insured for the replacement cost of assets and for general liability? If no, provide an explanation below.
 
 
 
X
10. Is workers' compensation insurance in effect?
 
 
 
X
11. Have all current insurance payments been made? Attach copies of all new and renewed insurance policies.
 
 
 
X
12. Are a plan and disclosure statement on file?
 
 
X
 
13. Was there any post-petition borrowing during this reporting period?
 
 
 
X
 
 
 
 
 
 

MOR-1
9/04
 

Xando Cosi of Maryland, Inc.
Debtor
Case No.
Reporting Period
16-13706-MSH
11/29/16-01/02/17

SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
 
Amounts reported should be per the debtor's books, not the bank statement.  The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed.  Attach copies of the bank statements and the cash disbursements journal.  The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account.
 
 
BANK ACCOUNTS
 
Operational
Payroll
Tax
Other
Total
CASH BEGINNING OF MONTH
-
-
-
2,585
2,585
 
 
 
 
 
 
RECEIPTS
 
 
 
 
 
CASH SALES
-
-
-
14,906
14,906
ACCOUNTS RECEIVABLE
-
-
-
-
-
LOANS AND ADVANCES
-
-
-
-
-
SALE OF ASSETS
-
-
-
-
-
OTHER (ATTACH LIST)
-
-
-
-
-
TRANSFERS (FROM DIP ACCTS)
-
-
-
-
-
           
TOTAL RECEIPTS
-
-
-
14,906
14,906
 
 
 
 
 
 
DISBURSEMENTS
 
 
 
 
 
NET PAYROLL
-
-
-
-
-
PAYROLL TAXES
-
-
-
-
-
SALES, USE & OTHER TAXES
-
-
-
-
-
INVENTORY PURCHASES
-
-
-
-
-
SECURED/RENTAL/LEASES
-
-
-
-
-
INSURANCE
-
-
-
-
-
ADMINISTRATIVE
-
-
-
-
-
SELLING
-
-
-
-
-
OTHER (ATTACH LIST)
-
-
-
18
18
 
 
 
 
 
OWNER DRAW *
-
-
-
-
-
TRANSFERS (TO DIP ACCTS)
-
-
-
16,886
16,886
 
 
 
 
 
 
PROFESSIONAL FEES
-
-
-
-
-
U.S. TRUSTEE QUARTERLY FEES
-
-
-
-
-
COURT COSTS
-
-
-
-
-
TOTAL DISBURSEMENTS
-
-
-
16,904
16,904
 
 
 
 
 
 
NET CASH FLOW
 
 
 
 
 
(RECEIPTS LESS DISBURSEMENTS)
-
                   -
                   -
(1,998)
(1,998)
CASH - END OF MONTH
-
                   -
                   -
587
587

*COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE
 
THE FOLLOWING SECTION MUST BE COMPLETED
DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES:
 
TOTAL DISBURSEMENTS
16,904
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS
(16,886)
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts)
0
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES
18
MOR-2
9/04
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17

STATEMENT OF OPERATIONS - See Note Below
(Income Statement)

The Statement of Operations is to be prepared on an accrual basis.  The accrual basis of accounting recognizes revenue when it is realized and expenses when they are incurred, regardless of when cash is actually received or paid.
 
REVENUES
Month
Cumulative
Filing to Date
Gross Revenues
 
 
Less: Returns and Allowances
 
 
Net Revenue
 
 
COST OF GOODS SOLD
 
 
Beginning Inventory
 
 
Add: Purchases
 
 
Add: Cost of Labor
 
 
Add: Other Costs (attach schedule)
 
 
Less: Ending Inventory
 
 
Cost of Goods Sold
 
 
Gross Profit
 
 
OPERATING EXPENSES
 
 
Advertising
 
 
Auto and Truck Expense
 
 
Bad Debts
 
 
Contributions
 
 
Employee Benefits Programs
 
 
Insider Compensation*
 
 
Insurance
 
 
Management Fees/Bonuses
 
 
Office Expense
 
 
Pension & Profit-Sharing Plans
 
 
Repairs and Maintenance
 
 
Rent and Lease Expense
 
 
Salaries/Commissions/Fees
 
 
Supplies
 
 
Taxes - Payroll
 
 
Taxes - Real Estate
 
 
Taxes - Other
 
 
Travel and Entertainment
 
 
Utilities
 
 
Other (attach schedule)
 
 
Total Operating Expenses Before Depreciation
 
 
Depreciation/Depletion/Amortization
 
 
Net Profit(Loss) Before Other Income & Expenses
 
 
OTHER INCOME AND EXPENSES
 
 
Other Income (attach schedule)
 
 
Interest Expense
 
 
Other Expense (attach schedule)
 
 
Net Profit (Loss) Before Reorganization Items
 
 
REORGANIZATION ITEMS
 
 
Professional Fees
 
 
U.S. Trustee Quarterly Fees
 
 
Interest Earned on Accumulated Cash from Chapter 11 (see continuation sheet)
 
 
Gain(Loss) from Sale of Equipment
 
 
Other Reorganization Expenses (attach schedule)
 
 
Total Reorganization Expenses
 
 
Income Taxes
 
 
Net Profit(Loss)
 
 
* "Insider" is defined in 11 U.S.C. Section 101(31).
MOR-3
9/04
Note - Regarding the MOR-3, the Debtor’s Statement of Operations (Income Statement) is reported on a consolidated basis with its parent company, Cosi, Inc.  The Cosi, Inc. MOR-3 has been submitted herewith.
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17

STATEMENT OF OPERATIONS - continuation sheet - See Note Below
BREAKDOWN OF "OTHER" CATEGORY
Month
Cumulative
Filing to Date
 
 
 
Other Costs
 
 
 
 
 
 
 
 
Other Operational Expenses
 
 
 
 
 
 
 
 
Other Income
 
 
 
 
 
 
 
Other Expenses
 
 
 
 
 
 
 
 
Other Reorganization Expenses
 
 
 
 
 
 
 
 
 
 

Reorganization Items - Interest Earned on Accumulated Cash from Chapter 11:
Interest earned on cash accumulated during the chapter 11 case, which would not have been earned but for the bankruptcy proceeding, should be reported as a reorganization item.
 
MOR-3
9/04
 
Note - Regarding the MOR-3, the Debtor’s Statement of Operations (Income Statement) is reported on a consolidated basis with its parent company, Cosi, Inc.  The Cosi, Inc. MOR-3 has been submitted herewith.
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17

BALANCE SHEET - See Note Below
The Balance Sheet is to be completed on an accrual basis only.  Pre-petition liabilities must be classified separately from postpetition obligations.
 
ASSETS
BOOK VALUE AT END OF
CURRENT REPORTING MONTH
BOOK VALUE ON
PETITION DATE
CURRENT ASSETS
 
 
Unrestricted Cash and Equivalents
 
 
Restricted Cash and Cash Equivalents
 
 
Accounts Receivable (Net)
 
 
Notes Receivable
 
 
Inventories
 
 
Prepaid Expenses
 
 
Professional Retainers
 
 
Other Current Assets (attach schedule)
 
 
TOTAL CURRENT ASSETS
 
 
PROPERTY AND EQUIPMENT
 
 
Real Property and Improvements
 
 
Machinery and Equipment
 
 
Furniture, Fixtures and Office Equipment
 
 
Leasehold Improvements
 
 
Vehicles
 
 
Less Accumulated Depreciation
 
 
TOTAL PROPERTY & EQUIPMENT
 
 
OTHER ASSETS
 
 
Loans to Insiders
 
 
Other Assets (attach schedule)
 
 
TOTAL OTHER ASSETS
 
 
TOTAL ASSETS
 
 
 
 
 
LIABILITIES AND OWNER EQUITY
BOOK VALUE AT END OF
CURRENT REPORTING MONTH
BOOK VALUE ON
PETITION DATE
LIABILITIES NOT SUBJECT TO COMPROMISE (Post-Petition)
 
 
Accounts Payable
 
 
Taxes Payable (refer to …)
 
 
Wages Payable
 
 
Notes Payable
 
 
Rent / Leases - Building/Equipment
 
 
Secured Debt / Adequate Protection Payments
 
 
Professional Fees
 
 
Amounts Due to Insiders
 
 
Other Postpetition Liabilities (attach schedule)
 
 
TOTAL POST-PETITION LIABILITIES
 
 
LIABILITIES SUBJECT TO COMPROMISE (Pre-Petition)
 
 
Secured Debt
 
 
Priority Debt
 
 
Unsecured Debt
 
 
TOTAL PRE-PETITION LIABILITIES
 
 
 
 
 
TOTAL LIABILITIES
 
 
OWNER EQUITY
 
 
Capital Stock
 
 
Additional Paid-In Capital
 
 
Partners' Capital Account
 
 
Owner's Equity Account
 
 
Retained Earnings - Pre-Petition
 
 
Retained Earnings - Postpetition
 
 
Adjustments to Owner Equity (attach schedule)
 
 
Post-Petition Contributions (Distributions) (Draws) (attach schedule)
 
 
Net Owner Equity
 
 
 
 
 
TOTAL LIABILITIES AND OWNERS' EQUITY
 
 
Insider is defined in 11 U.S.C. Section 101(31)
MOR-4
9/04
 
Note - Regarding the MOR-4, the Debtor’s Balance Sheet is reported on a consolidated basis with its parent company, Cosi, Inc.  The Cosi, Inc. MOR-4 has been submitted herewith.
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17
 
BALANCE SHEET - continuation sheet - See Note Below
ASSETS
 
BOOK VALUE AT END OF
CURRENT REPORTING MONTH
BOOK VALUE ON
PETITION DATE
Other Current Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND OWNER EQUITY
BOOK VALUE AT END OF
CURRENT REPORTING MONTH
BOOK VALUE ON
PETITION DATE
Other Postpetition Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustments to Owner Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Postpetition Contributions (Distributions) (Draws)
 
Restricted Cash: cash that is restricted for a specific use and not available to fund operations.
Typically, restricted cash is segregated into a separate account, such as an escrow account.
MOR-4
9/04

Note - Regarding the MOR-4, the Debtor’s Balance Sheet is reported on a consolidated basis with its parent company, Cosi, Inc.  The Cosi, Inc. MOR-4 has been submitted herewith.
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17
 
STATUS OF POST-PETITION TAXES - See Note Below
The beginning tax liability should be the ending liability from the prior month or, if this is the first report, the amount should be zero.
Attach photocopies of IRS Form 6123 and all applicable state and local forms and/or all federal, state, and local payment receipts to verify payment of taxes.  Attach photocopies of any tax returns filed during the reporting period.

 
Beginning
Tax
Liability
Amount
Withheld or
Accrued
Amount
Paid
Date
Paid
Check No.
or EFT
Ending
Tax
Liability
 
 
 
 
 
 
 
Federal
 
 
 
 
 
 
Income Tax Withholding
 
 
 
 
 
 
FICA-Employee
 
 
 
 
 
 
FICA-Employer
 
 
 
 
 
 
Unemployment
 
 
 
 
 
 
Income
 
 
 
 
 
 
Other:
 
 
 
 
 
 
Total Federal Taxes
 
 
 
 
 
 
State and Local
 
 
 
 
 
 
Income Tax Withholding
 
 
 
 
 
 
Sales
 
 
 
 
 
 
Excise
 
 
 
 
 
 
Unemployment
 
 
 
 
 
 
Real Property
 
 
 
 
 
 
Personal Property
 
 
 
 
 
 
Other:
 
 
 
 
 
 
Total State and Local
 
 
 
 
 
 
Withholding for Employee Healthcare
 
 
 
 
 
 
Premiums, Pensions & Other Benefits
 
 
 
 
 
 
Total Taxes
 
 
 
 
 
 

SUMMARY OF UNPAID POST-PETITION DEBTS - See Note Below
Attach aged listing of accounts payables
 
 
Number of Days Past Due
 
Current
0-30
31-60
61-90
Over 90
Total
Accounts Payable
 
 
 
 
 
 
Wages Payable
 
 
 
 
 
 
Taxes Payable
 
 
 
 
 
 
Rent/Leases-Building
 
 
 
 
 
 
Rent/Leases-Equipment
 
 
 
 
 
 
Secured Debt/Adequate Protection Payments
 
 
 
 
 
 
Professional Fees
 
 
 
 
 
 
Amounts Due to Insiders*
 
 
 
 
 
 
Other:
 
 
 
 
 
 
Other:
 
 
 
 
 
 
Total Postpetition Debts
 
 
 
 
 
 
 
Explain how and when the Debtor intends to pay any past-due post-petition debts.
 
 
 
 
 
*"Insider" is defined in 11 U.S.C. Section 101(31).
MOR-5
9/04
 
Note - Regarding the MOR-5, the Debtor’s Status of Post-Petition Taxes and Summary of Post-Petition Unpaid Debts are reported on a consolidated basis with its parent company, Cosi, Inc.  The Cosi, Inc. MOR-5 has been submitted herewith.
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17
 
ACCOUNTS RECEIVABLE RECONCILIATION AND AGING - See Note Below

ACCOUNTS RECEIVABLE RECONCILIATION
Amount
Total Accounts Receivable at the beginning of the reporting period
 
+ Amounts billed during the period
 
- Amounts collected during the period
 
Total Accounts Receivable at the end of the reporting period
 
   
Accounts Receivable Aging
Amount
0 - 30 days old
 
31 - 60 days old
 
61 - 90 days old
 
91+ days old
 
Total Accounts Receivable
 
Amount considered uncollectible (Bad Debt)
 
Accounts Receivable (Net)
 

MOR-6
9/04

Note - Regarding the MOR-6, the Debtor’s Accounts Receivable Reconciliation and Aging is reported on a consolidated basis with its parent company, Cosi, Inc.  The Cosi, Inc. MOR-6 has been submitted herewith.
 

Xando Cosi of Maryland, Inc.
Case No.
16-13706-MSH
Debtor
Reporting Period
11/29/16-01/02/17
 
SUPPLEMENTAL SCHEDULE OF CASH RECEIPTS AND DISBURSEMENTS
Amounts reported should be per the debtor's books, not the bank statement.  The beginning cash should be the ending cash from the prior month or, if this is the first report, the amount should be the balance on the date the petition was filed.  Attach copies of the bank statements and the cash disbursements journal.  The total disbursements listed in the disbursements journal must equal the total disbursements reported on this page. A bank reconciliation must be attached for each account.

 
BANK ACCOUNTS
 
Capital
One
00007774301402
Comerica
 
1851305514
Huntington
 
01892075064
 
Total
CASH BEGINNING OF MONTH
2,499
-
86
-
2,585
 
 
 
 
 
 
RECEIPTS
 
 
 
 
 
CASH SALES
14,906
-
-
-
14,906
ACCOUNTS RECEIVABLE
-
-
-
-
-
LOANS AND ADVANCES
-
-
-
-
-
SALE OF ASSETS
-
-
-
-
-
OTHER (ATTACH LIST)
-
-
-
-
-
TRANSFERS (FROM DIP ACCTS)
-
-
-
-
-
           
TOTAL RECEIPTS
14,906
-
-
-
14,906
 
 
 
 
 
 
DISBURSEMENTS
 
 
 
 
 
NET PAYROLL
 -
-
-
-
-
PAYROLL TAXES
-
-
-
-
-
SALES, USE & OTHER TAXES
-
-
-
-
-
INVENTORY PURCHASES
-
-
-
-
-
SECURED/RENTAL/LEASES
-
-
-
-
-
INSURANCE
-
-
-
-
-
ADMINISTRATIVE
-
-
-
-
-
SELLING
-
-
-
-
-
BANK FEES
18
-
-
-
18
 
 
 
 
 
 
OWNER DRAW *
-
-
-
-
-
TRANSFERS (TO DIP ACCTS)
16,800
-
86
-
16,886
 
 
 
 
 
 
PROFESSIONAL FEES
-
-
-
-
-
U.S. TRUSTEE QUARTERLY FEES
-
-
-
-
-
COURT COSTS
-
-
-
-
-
TOTAL DISBURSEMENTS
16,818
-
86
-
16,904
 
 
 
 
 
 
NET CASH FLOW
 
 
 
 
 
(RECEIPTS LESS DISBURSEMENTS)
(1,912)
-
(86)
-
(1,998)
CASH - END OF MONTH
587
-
-
-
587
BANK BALANCE
587
-
-
-
587
         
Variance
-
-
-
-
-
 
SUPPLEMENT TO MOR-2
9/04
*COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE
 
 


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