Exhibit 99.3
UNITED STATES BANKRUPTCY COURT
DISTRICT OF MASSACHUSETTS
In re | Xando Cosi of Maryland, Inc. | Case No. | 16-13706-MSH |
Reporting Period | 10/25/16-11/28/16 |
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 | 12/15/2016 | ||
Signature of Authorized Individual* | Date | ||
Edward P. Schatz | 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. | Case No. | 16-13706-MSH |
Debtor | Reporting Period | 10/25/16-11/28/16 |
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. | Case No. | 16-13706-MSH |
Debtor | Reporting Period | 10/25/16-11/28/16 |
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 | - | - | - | 2,108 | 2,108 |
RECEIPTS | |||||
CASH SALES | - | - | - | 15,812 | 15,812 |
ACCOUNTS RECEIVABLE | - | - | - | - | - |
LOANS AND ADVANCES | - | - | - | - | - |
SALE OF ASSETS | - | - | - | - | - |
OTHER (ATTACH LIST) | - | - | - | - | - |
TRANSFERS (FROM DIP ACCTS) | - | - | - | - | - |
TOTAL RECEIPTS | - | - | - | 15,812 | 15,812 |
DISBURSEMENTS | |||||
NET PAYROLL | - | - | - | - | - |
PAYROLL TAXES | - | - | - | - | - |
SALES, USE & OTHER TAXES | - | - | - | - | - |
INVENTORY PURCHASES | - | - | - | - | - |
SECURED/RENTAL/LEASES | - | - | - | - | - |
INSURANCE | - | - | - | - | - |
ADMINISTRATIVE | - | - | - | - | - |
SELLING | - | - | - | - | - |
OTHER (ATTACH LIST) | - | - | - | 34 | 34 |
______________________________ | |||||
OWNER DRAW * | - | - | - | - | - |
TRANSFERS (TO DIP ACCTS) | - | - | - | 15,300 | 15,300 |
______________________________ | |||||
PROFESSIONAL FEES | - | - | - | - | - |
U.S. TRUSTEE QUARTERLY FEES | - | - | - | - | - |
COURT COSTS | - | - | - | - | - |
TOTAL DISBURSEMENTS | - | - | - | 15,334 | 15,334 |
NET CASH FLOW | |||||
(RECEIPTS LESS DISBURSEMENTS) | - | - | - | 477 | 477 |
CASH - END OF MONTH | - | - | - | 2,585 | 2,585 |
*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 | 15,334 |
LESS: TRANSFERS TO DEBTOR IN POSSESSION ACCOUNTS | (15,300) |
PLUS: ESTATE DISBURSEMENTS MADE BY OUTSIDE SOURCES (i.e. from escrow accounts) | 0 |
TOTAL DISBURSEMENTS FOR CALCULATING U.S. TRUSTEE QUARTERLY FEES | 34 |
MOR-2 9/04 |
Xando Cosi of Maryland, Inc. | Case No. | 16-13706-MSH |
Debtor | Reporting Period | 10/25/16-11/28/16 |
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 | 10/25/16-11/28/16 |
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 | 10/25/16-11/28/16 |
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 | 10/25/16-11/28/16 |
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. | MOR-4 |
Typically, restricted cash is segregated into a separate account, such as an escrow account. | 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 | 10/25/16-11/28/16 |
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 | 10/25/16-11/28/16 |
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 | 10/25/16-11/28/16 |
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 | 1,997 | - | 111 | - | 2,108 |
RECEIPTS | |||||
CASH SALES | 15,812 | - | - | - | 15,812 |
ACCOUNTS RECEIVABLE | - | - | - | - | - |
LOANS AND ADVANCES | - | - | - | - | - |
SALE OF ASSETS | - | - | - | - | - |
OTHER (ATTACH LIST) | - | - | - | - | - |
TRANSFERS (FROM DIP ACCTS) | - | - | - | - | - |
TOTAL RECEIPTS | 15,812 | - | - | - | 15,812 |
DISBURSEMENTS | |||||
NET PAYROLL | - | - | - | - | - |
PAYROLL TAXES | - | - | - | - | - |
SALES, USE & OTHER TAXES | - | - | - | - | - |
INVENTORY PURCHASES | - | - | - | - | - |
SECURED/RENTAL/LEASES | - | - | - | - | - |
INSURANCE | - | - | - | - | - |
ADMINISTRATIVE | - | - | - | - | - |
SELLING | - | - | - | - | - |
BANK FEES | 9 | - | 25 | - | 34 |
OWNER DRAW * | - | - | - | - | - |
TRANSFERS (TO DIP ACCTS) | 15,300 | - | - | - | 15,300 |
PROFESSIONAL FEES | - | - | - | - | - |
U.S. TRUSTEE QUARTERLY FEES | - | - | - | - | - |
COURT COSTS | - | - | - | - | - |
TOTAL DISBURSEMENTS | 15,309 | - | 25 | - | 15,334 |
NET CASH FLOW | |||||
(RECEIPTS LESS DISBURSEMENTS) | 503 | - | (25) | - | 477 |
CASH - END OF MONTH | 2,499 | - | 86 | - | 2,585 |
BANK BALANCE | 2,499 | - | 86 | - | 2,585 |
Variance | - | - | - | - | - |
*COMPENSATION TO SOLE PROPRIETORS FOR SERVICES RENDERED TO BANKRUPTCY ESTATE
SUPPLEMENT TO MOR-2 9/04 |