##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the quarterly period ended March 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period fromto
 Commission File No. 000-50052
 COSÌ, INC.
  Delaware
    
    06-1393745(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1751 Lake Cook Road
Deerfield, Illinois 60015
  (847) 597-8800
  þ o
 o o
  Large accelerated filer
o
    
    Accelerated filer
þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



COSI, INC.
 
 Page NumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  as of March 30, 2009 and December 29, 2008
    
    
    3Consolidated Statements of Operations  Three month period ended
March 30, 2009 and March 31, 2008
    
    
    4Consolidated Statement of Stockholders Equity  Three month period ended
March 30, 2009
    
    
    5Consolidated Statements of Cash Flows  Three month periods ended
March 30, 2009 and March 31, 2008
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7-11Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12-23Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    24Item 1A. Risk Factors
    
    
    24Item 6. Exhibits
    
    
    25SIGNATURES
    
    
    26EXHIBIT INDEX
    
    
    27CERTIFICATIONS
    
    
    28-30EX-31.1EX-31.2EX-32.1
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Cosi, Inc.
Consolidated Balance Sheets
As of March 30, 2009 and December 29, 2008
(dollars in thousands, except share and per share data)
 March 30, 2009
    
    
    December 29, 2008(Unaudited)
    
    
    (Note 1)AssetsCurrent assets:Cash and cash equivalents
    
    $
    4,576
    
    
    $
    5,589Accounts receivable, net
    
    
    644
    
    
    
    916Inventories
    
    
    899
    
    
    
    998Prepaid expenses and other current assets
    
    
    3,254
    
    
    
    3,650Total current assets
    
    
    9,373
    
    
    
    11,153Furniture and fixtures, equipment and leasehold improvements, net
    
    
    27,929
    
    
    
    29,779Intangibles, security deposits and other assets, net
    
    
    1,808
    
    
    
    1,849Total assets
    
    $
    39,110
    
    
    $
    42,781Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    3,353
    
    
    $
    3,378Accrued expenses
    
    
    9,690
    
    
    
    9,835Deferred franchise revenue
    
    
    149
    
    
    
    149Current liabilities of discontinued operations
    
    
    4
    
    
    
    4Current portion of other long-term liabilities
    
    
    438
    
    
    
    668Total current liabilities
    
    
    13,634
    
    
    
    14,034Deferred franchise revenue
    
    
    2,545
    
    
    
    2,545Other long-term liabilities, net of current portion
    
    
    6,937
    
    
    
    7,176Total liabilities
    
    
    23,116
    
    
    
    23,755Commitments and contingenciesStockholders equity:Common stock  $.01 par value; 100,000,000 shares
authorized,
40,661,164 and 40,663,189 shares issued, respectively
    
    
    407
    
    
    
    407Additional paid-in capital
    
    
    276,887
    
    
    
    276,593Treasury stock, 239,543 shares at cost
    
    
    (1,198
    )
    
    
    (1,198
    )Accumulated deficit
    
    
    (260,102
    )
    
    
    (256,776
    )Total stockholders equity
    
    
    15,994
    
    
    
    19,026Total liabilities and stockholders equity
    
    $
    39,110
    
    
    $
    42,781
 The accompanying notes are an integral part of these consolidated financial statements.
 3




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Cosi, Inc.
Consolidated Statements of Operations
For the Three Month Periods Ended March 30, 2009 and March 31, 2008
(dollars in thousands, except share and per share data)
 Three Months EndedMarch 30,
    
    
    March 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)Revenues:Restaurant net sales
    
    $
    28,124
    
    
    $
    32,459Franchise fees and royalties
    
    
    542
    
    
    
    732Total revenues
    
    
    28,666
    
    
    
    33,191Costs and expenses:Cost of food and beverage
    
    
    6,237
    
    
    
    7,536Restaurant labor and related benefits
    
    
    10,609
    
    
    
    11,311Occupancy and other restaurant operating expenses
    
    
    8,967
    
    
    
    9,68025,813
    
    
    
    28,527General and administrative expenses
    
    
    3,969
    
    
    
    5,038Depreciation and amortization
    
    
    1,964
    
    
    
    2,111Restaurant pre-opening expenses
    
    
    4
    
    
    
    28Closed store costs
    
    
    43
    
    
    
    32Lease termination expense
    
    
    202
    
    
    
    243Total costs and expenses
    
    
    31,995
    
    
    
    35,979Operating loss
    
    
    (3,329
    )
    
    
    (2,788
    )Interest income
    
    
    1
    
    
    
    45Interest expense
    
    
    (1
    )
    
    
    (1
    )Other Income
    
    
    3
    
    
    
    Loss from continuing operations
    
    
    (3,326
    )
    
    
    (2,744
    )Discontinued operations:Loss from discontinued operations
    
    
    
    
    
    
    (284
    )Net loss
    
    $
    (3,326
    )
    
    $
    (3,028
    )Per Share Data:Loss per share, basic and dilutedContinuing operations
    
    $
    (0.08
    )
    
    $
    (0.07
    )Discontinued operations
    
    $
    
    
    
    $
    (0.01
    )Net loss
    
    $
    (0.08
    )
    
    $
    (0.08
    )Weighted average shares outstanding:
    
    
    40,261,278
    
    
    
    39,930,253
 The accompanying notes are an integral part of these consolidated financial statements.
 4




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Cosi, Inc.
Consolidated Statement of Stockholders Equity
For the Three Months Ended March 30, 2009
(unaudited)
(dollars in thousands, except share data)
 Common Stock
    
    

    Treasury StockAdditionalNumber of
    
    
    
    
    
    
    Paid In
    
    
    Number of
    
    
    
    
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Deficit
    
    
    TotalBalance, December 29, 2008
    
    
    40,663,164
    
    
    $
    407
    
    
    $
    276,593
    
    
    
    239,543
    
    
    $
    (1,198
    )
    
    $
    (256,776
    )
    
    $
    19,026Net forfeitures of restricted stock
    
    
    (2,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,326
    )
    
    
    (3,326
    )Balance, March 30, 2009
    
    
    40,661,164
    
    
    $
    407
    
    
    $
    276,887
    
    
    
    239,543
    
    
    $
    (1,198
    )
    
    $
    (260,102
    )
    
    $
    15,994
 The accompanying notes are an integral part of these consolidated financial statements.
 5




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Cosi, Inc.
Consolidated Statements of Cash Flows
For the Three Month Periods Ended March 30, 2009 and March 31, 2008
(dollars in thousands)
 March 30,
    
    
    March 31,2009
    
    
    2008(Unaudited)
    
    
    (Unaudited)Cash flows from operating activities:Net loss
    
    $
    (3,326
    )
    
    $
    (3,028
    )Adjustments to reconcile net loss to net cash (used in)
provided by operating activitiesDepreciation and amortization
    
    
    1,964
    
    
    
    2,116Non-cash portion of asset impairments and disposals
    
    
    
    
    
    
    88Non-cash portion of store closing costs
    
    
    
    
    
    
    24Provision for bad debts
    
    
    57
    
    
    
    (2
    )Stock-based compensation expense
    
    
    294
    
    
    
    475Changes in operating assets and liabilities:Accounts receivable
    
    
    215
    
    
    
    47Inventories
    
    
    99
    
    
    
    136Prepaid expenses and other current assets
    
    
    397
    
    
    
    (31
    )Other assets
    
    
    41
    
    
    
    22Accounts payable and accrued expenses
    
    
    (205
    )
    
    
    1,286Deferred franchise revenue
    
    
    (56
    )
    
    
    (170
    )Other long-term liabilities
    
    
    (378
    )
    
    
    191Net cash (used in) provided by operating activities
    
    
    (898
    )
    
    
    1,154Cash flows from investing activities:Capital expenditures
    
    
    (115
    )
    
    
    (579
    )Net refunds of security deposits
    
    
    
    
    
    
    17Net cash used in investing activities
    
    
    (115
    )
    
    
    (562
    )Cash flows from financing activities:Net proceeds from exercise of stock options
    
    
    
    
    
    
    53Net cash provided by financing activities
    
    
    
    
    
    
    53Net (decrease) increase in cash and cash equivalents
    
    
    (1,013
    )
    
    
    645Cash and cash equivalents, beginning of period
    
    
    5,589
    
    
    
    6,309Cash and cash equivalents, end of period
    
    $
    4,576
    
    
    $
    6,954Supplemental disclosure of cash flow information:Cash paid for:Corporate franchise and income taxes
    
    $
    107
    
    
    $
    54
 The accompanying notes are an integral part of these consolidated financial statements.
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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 Note 1  Basis of Presentation
       Note 2  Stock-Based Compensation Expense
  For the Three Months Ended(in thousands)March 30,
    
    
    March 31,2009
    
    
    2008Stock option compensation expense
    
    $
    14
    
    
    $
    51Restricted stock compensation expense, net of forfeitures
    
    
    280
    
    
    
    424Total non-cash, stock-based compensation expense, net of forfeitures
    
    $
    294
    
    
    $
    475
   7




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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
   NOTE 3  Warrants
  NOTE 4  Earnings Per Share
  NOTE 5  Asset impairments
 Accounting for the Impairment or Disposal of Long-Lived Assets
  NOTE 6  Lease Termination Costs
  8




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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
   NOTE 7  Discontinued Operations
  Accounting for the Impairment or Disposal of Long-Lived
Assets
   Three Months EndedMarch 30,
    
    
    March 31,2009
    
    
    2008(dollars in thousands)RevenuesRestaurant net sales
    
    $
    
    
    
    $
    373Costs and expensesCost of food and beverage
    
    
    
    
    
    
    107Restaurant labor and related benefits
    
    
    
    
    
    
    188Occupancy and other restaurant operating expenses
    
    
    
    
    
    
    182
    
    
    
    477Depreciation and amortization
    
    
    
    
    
    
    5Closed store costs
    
    
    
    
    
    
    87Asset impairments
    
    
    
    
    
    
    88Total costs and expenses
    
    
    
    
    
    
    657Loss from discontinued operations
    
    $
    
    
    
    $
    (284
    )
  NOTE 8  Contingencies
  9




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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
   NOTE 9  Income Taxes
  Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109
   NOTE 10  New Accounting Pronouncements
 Fair Value Measures Effective Date of FASB
Statement No. 157
 10




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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
  The Fair Value Option for Financial Assets
and Financial Liabilities  Including an Amendment of FASB Statement No. 115.
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB 51
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment of FASB No. 133.
 11




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Item 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of our financial condition and results of operations
for the fiscal quarters ended March 30, 2009 and March 31, 2008 should be read in
conjunction with Selected Consolidated Financial Data and our audited consolidated
financial statements and the notes to those statements that are in our 2008 Annual Report on
Form 10-K. Our discussion contains forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Actual results and the timing of events could differ materially
from those anticipated in these forward-looking statements as a result of a number of
factors, including those set forth under Cautionary Note Regarding Forward-Looking
Statements below and elsewhere in this Quarterly Report.
 OVERVIEW
  For the Three Months EndedMarch 30, 2009
    
    
    March 31, 2008Company-
    
    
    
    
    
    
    
    
    
    
    Company-Owned
    
    
    Franchise
    
    
    Total
    
    
    Owned
    
    
    Franchise
    
    
    TotalRestaurants at beginning of period
    
    
    101
    
    
    
    50
    
    
    
    151
    
    
    
    107
    (a)
    
    
    34
    
    
    
    141New restaurants opened
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    8
    
    
    
    8Restaurants permanently closed
    
    
    4
    
    
    
    3
    
    
    
    7
    
    
    
    5
    
    
    
    
    
    
    
    5Restaurants at end of period
    
    
    97
    
    
    
    48
    
    
    
    145
    
    
    
    102
    
    
    
    42
    
    
    
    144
 
 (a)
    
    Includes three locations that are classified as discontinued operations    12




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CRITICAL ACCOUNTING POLICIES
   Long Lived Assets Accounting for the Impairment or Disposal of Long-Lived
Assets
  Lease Termination Charges Accounting for Costs Associated with Exit or
Disposal Activities
  13




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Accounting for Lease Obligations: Accounting for Operating Leases with Scheduled Rent Increases
 Landlord Allowances Issues Relating to
Accounting for Leases
 Income Taxes
 Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statement No. 109
   Restaurant Net Sales.
 Franchise Fees and Royalties.
 Gift Card Sales
   14




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Cost of Food and Beverage.
 Restaurant Labor and Related Benefits.
 Occupancy and Other Restaurant Operating Expenses.
 General and Administrative Expenses.
 Depreciation and Amortization.
 Restaurant Pre-opening Expenses.
 15




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RESULTS OF OPERATIONS
  Three Months EndedMarch 30,
    
    
    March 31,2009
    
    
    2008Revenues:Restaurant net sales
    
    
    98.1
    %
    
    
    97.8
    %Franchise fees and royalties
    
    
    1.9
    
    
    
    2.2Total revenues
    
    
    100.0
    
    
    
    100.0Cost and expenses:Cost of food and beverage (1)
    
    
    22.2
    
    
    
    23.2Restaurant labor and related benefits (1)
    
    
    37.7
    
    
    
    34.8Occupancy and other restaurant operating expenses (1)
    
    
    31.9
    
    
    
    29.891.8
    
    
    
    87.8General and administrative expenses
    
    
    13.8
    
    
    
    15.2Depreciation and amortization
    
    
    6.9
    
    
    
    6.4Restaurant pre-opening expenses
    
    
    
    
    
    
    0.1Closed store costs
    
    
    0.2
    
    
    
    0.1Lease termination expense
    
    
    0.7
    
    
    
    0.7Total costs and expenses
    
    
    111.6
    
    
    
    108.4Operating loss
    
    
    (11.6
    )
    
    
    (8.4
    )Interest income
    
    
    
    
    
    
    0.1Interest expense
    
    
    
    
    
    
    Other income
    
    
    
    
    
    
    Loss from continuing operations
    
    
    (11.6
    )
    
    
    (8.3
    )Discontinued operations:Loss from discontinued operations
    
    
    
    
    
    
    (0.8
    )Net loss
    
    
    (11.6)
    %
    
    
    (9.1)
    %
 
 (1)
    
    These are expressed as a percentage of restaurant net sales versus all other
items expressed as a percentage of total revenues. 16




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Restaurant Net Sales
 Restaurant net salesas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    28,124
    
    
    
    98.1
    %Quarter ended March 31, 2008
    
    $
    32,459
    
    
    
    97.8
    %
 Restaurant net sales.
  Franchise Fees and Royalties
 Franchise fees and royaltiesas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    542
    
    
    
    1.9
    %Quarter ended March 31, 2008
    
    $
    732
    
    
    
    2.2
    %
 Franchise fees and royalties.
 Costs and Expenses
 Cost of food and beverageas a % of restaurant(in thousands)
    
    net salesQuarter ended March 30, 2009
    
    $
    6,237
    
    
    
    22.2
    %Quarter ended March 31, 2008
    
    $
    7,536
    
    
    
    23.2
    %
 Cost of food and beverage
 17




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Restaurant labor and related benefitsas a % of restaurant(in thousands)
    
    net salesQuarter ended March 30, 2009
    
    $
    10,609
    
    
    
    37.7
    %Quarter ended March 31, 2008
    
    $
    11,311
    
    
    
    34.8
    %
 Restaurant labor and related benefits.
 Occupancy and other restaurantoperating expensesas a % of restaurant(in thousands)
    
    net salesQuarter ended March 30, 2009
    
    $
    8,967
    
    
    
    31.9
    %Quarter ended March 31, 2008
    
    $
    9,680
    
    
    
    29.8
    %
 Occupancy and other restaurant operating expenses
 General and administrative expensesas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    3,969
    
    
    
    13.8
    %Quarter ended March 31, 2008
    
    $
    5,038
    
    
    
    15.2
    %
 General and administrative expenses
 Depreciation and amortizationas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    1,964
    
    
    
    6.9
    %Quarter ended March 31, 2008
    
    $
    2,111
    
    
    
    6.4
    %
 Depreciation and amortization
 18




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Restaurant pre-opening expensesas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    4
    
    
    
    0.0
    %Quarter ended March 31, 2008
    
    $
    28
    
    
    
    0.1
    %
 Restaurant pre-opening expenses
 Closed store costsas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    43
    
    
    
    0.2
    %Quarter ended March 31, 2008
    
    $
    32
    
    
    
    0.1
    %
 Closed store costs
 Lease termination expenseas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    202
    
    
    
    0.7
    %Quarter ended March 31, 2008
    
    $
    243
    
    
    
    0.7
    %
 Lease termination expense
 Interest income
    
    Interest expenseas a % of total
    
    
    
    
    
    as a % of total(in thousands)
    
    revenues
    
    (in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    1
    
    
    
    0.0
    %
    
    $
    1
    
    
    
    0.0
    %Quarter ended March 31, 2008
    
    $
    45
    
    
    
    0.1
    %
    
    $
    1
    
    
    
    0.0
    %
 Interest income and expense
 19




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Other incomeas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    3
    
    
    
    0.0
    %Quarter ended March 31, 2008
    
    $
    
    
    
    
    0.0
    %
 Other income.
 Loss from continuing operationsas a % of total(in thousands)
    
    revenuesQuarter ended March 30, 2009
    
    $
    (3,326
    )
    
    
    (11.6
    %)Quarter ended March 31, 2008
    
    $
    (2,744
    )
    
    
    (8.3
    %)
 Loss from continuing operations
 Discontinued operations
 LIQUIDITY AND CAPITAL RESOURCES
      20




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Payments Due by Period(in thousands)Due
    
    
    Due
    
    
    DueTotal
    
    
    Due
    
    
    Fiscal 2010
    
    
    Fiscal 2012
    
    
    AfterDescription
    
    Obligations
    
    
    Fiscal 2009
    
    
    to Fiscal 2011
    
    
    to Fiscal 2013
    
    
    Fiscal 2013Long-term debt (1)
    
    $
    100
    
    
    $
    50
    
    
    $
    50
    
    
    $
    
    
    
    $
    Operating leases (2)
    
    
    76,591
    
    
    
    15,337
    
    
    
    27,092
    
    
    
    18,046
    
    
    
    16,116Other long-term liabilities (3)
    
    
    1,295
    
    
    
    267
    
    
    
    945
    
    
    
    83
    
    
    
    Total contractual cash obligations
    
    $
    77,986
    
    
    $
    15,654
    
    
    $
    28,087
    
    
    $
    18,129
    
    
    $
    16,116
 
 (1)
    
    Amounts shown include aggregate scheduled interest payments of $0.01 million. The pricipal amount of the debt, net of interest
obligations, is included in the other long-term liabilities, in the attached consolidated balance sheets. This obligation is related to a
trademark infringement settlement.(2)
    
    Amounts shown are net of an aggregate $0.2 million of sub-lease rental income due under non-cancelable subleases and include
accrued contractual lease increases of approximately an aggregate $4.6 million, which are included in other long-term liabilities
in the attached consolidated balance sheets.(3)
    
    These obligations are related to contractual obligations for lease termiantion agreements and for an obligation related
to a legal settlement. These obligations are non-interest bearing and are included in other long-term liabilities in the attached consolidated balance sheets. 21




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PURCHASE COMMITMENTS
    CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
  
    
    the cost of our principal food products and supply and delivery shortages or
interruptions;
    
    labor shortages or increased labor costs;
    
    changes in demographic trends and consumer tastes and preferences, including
changes resulting from concerns over nutritional or safety aspects of beef, poultry,
produce or other foods or the effects of food-borne illnesses such as mad cow
disease and avian influenza or bird flu;
    
    public health issues such as the H1N1 influenza A virus, commonly referred to as
the swine flu that cause people to stay home from work or away from public places;
    
    competition in our markets, both in our business and locating suitable restaurant
sites;
    
    our operation and execution in new and existing markets;
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
    
    expansion into new markets, including foreign countries;
    
    our ability to attract and retain qualified franchisees;
    
    our ability to locate suitable restaurant sites in new and existing markets and
negotiate acceptable lease terms;
    
    the rate of our internal growth, and our ability to generate increased revenue
from our existing restaurants;
    
    our ability to generate positive cash flow from existing and new restaurants;
    
    fluctuations in our quarterly results due to seasonality;
    
    increased government regulation and our ability to secure required governmental
approvals and permits;
    
    our ability to create customer awareness of our restaurants in new markets;
    
    the reliability of our customer and market studies;
    
    cost effective and timely planning, design and build-out of new restaurants;
    
    our ability to recruit, train and retain qualified corporate and restaurant
personnel and management;
    
    market saturation due to new restaurant openings;
    
    inadequate protection of our intellectual property;
    
    adverse weather conditions which impact customer traffic at our restaurants; and
    
    adverse economic conditions that cause individuals or businesses to decrease their
discretionary spending.
  
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
  23




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Part II. OTHER INFORMATION
 
 Item 1: LEGAL PROCEEDINGS
   
 Item 1A: RISK FACTORS
  Public health issues may adversely affect our financial results.
  24




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Item 6: EXHIBITS
 Exhibits
 Exhibit Number
    
    DescriptionExhibit 31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.Exhibit 31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.Exhibit 32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  COSI, INC.Date: May 8, 2009
    By:
    /s/ JAMES HYATTJames HyattPresident,

Chief Executive Officer, and
DirectorDate: May 8, 2009
    By:
    /s/ WILLIAM KOZIELWilliam KozielChief Financial Officer (chief
accounting officer)
Treasurer and Secretary 26




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EXHIBIT INDEX
 Exhibit 31.1
    
    Certification of the Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.Exhibit 31.2
    
    Certification of the Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.Exhibit 32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 27