##### 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 29, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 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
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-Accelerated filer o
    
    Smaller reporting company þ
 o þ




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##### 



COSI, INC.
 
 Page NumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets  as of March 29, 2010 and December 28, 2009
    
    
    3Consolidated Statements of Operations  Three month periods ended
March 29, 2010 and March 30, 2009
    
    
    4Consolidated Statement of Stockholders Equity  Three month period ended
March 29, 2010
    
    
    5Consolidated Statements of Cash Flows  Three month periods ended
March 29, 2010 and March 30, 2009
    
    
    6Notes to Condensed Consolidated Financial Statements
    
    
    7-11Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12-26Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    26Item 4. Controls and Procedures
    
    
    26PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    27Item 1A. Risk Factors
    
    
    27Item 6. Exhibits
    
    
    27SIGNATURES
    
    
    28EXHIBIT INDEX
    
    
    29CERTIFICATIONS
    
    
    30-32Exhibit 31.1Exhibit 31.2Exhibit 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 29, 2010 and December 28, 2009
 (dollars in thousands, except share and per share data)
 March 29, 2010
    
    
    December 28, 2009(Unaudited)
    
    
    (Note 1)AssetsCurrent assets:Cash and cash equivalents
    
    $
    7,052
    
    
    $
    4,079Accounts receivable, net
    
    
    669
    
    
    
    560Inventories
    
    
    934
    
    
    
    967Prepaid expenses and other current assets
    
    
    1,616
    
    
    
    2,136Total current assets
    
    
    10,271
    
    
    
    7,742Furniture and fixtures, equipment and leasehold improvements, net
    
    
    20,842
    
    
    
    22,100Intangibles, security deposits and other assets, net
    
    
    1,618
    
    
    
    1,728Total assets
    
    $
    32,731
    
    
    $
    31,570Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    3,219
    
    
    $
    3,079Accrued expenses
    
    
    9,021
    
    
    
    9,628Deferred franchise revenue
    
    
    53
    
    
    
    44Current portion of other long-term liabilities
    
    
    506
    
    
    
    588Total current liabilities
    
    
    12,799
    
    
    
    13,339Deferred franchise revenue
    
    
    2,494
    
    
    
    2,563Other long-term liabilities, net of current portion
    
    
    6,035
    
    
    
    6,343Total liabilities
    
    
    21,328
    
    
    
    22,245Commitments and contingenciesStockholders equity:Common stock  $.01 par value; 100,000,000 shares
authorized,
51,551,201 and 40,862,474 shares issued, respectively
    
    
    516
    
    
    
    409Additional paid-in capital
    
    
    283,019
    
    
    
    277,994Treasury stock, 239,543 shares at cost
    
    
    (1,198
    )
    
    
    (1,198
    )Accumulated deficit
    
    
    (270,934
    )
    
    
    (267,880
    )Total stockholders equity
    
    
    11,403
    
    
    
    9,325Total liabilities and stockholders equity
    
    $
    32,731
    
    
    $
    31,570
 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 29, 2010 and March 30, 2009
 (dollars in thousands, except share and per share data)
 Three Months EndedMarch 29,
    
    
    March 30,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Revenues:Restaurant net sales
    
    $
    27,074
    
    
    $
    28,124Franchise fees and royalties
    
    
    525
    
    
    
    542Total revenues
    
    
    27,599
    
    
    
    28,666Costs and expenses:Cost of food and beverage
    
    
    6,329
    
    
    
    6,237Restaurant labor and related benefits
    
    
    10,664
    
    
    
    10,744Occupancy and other restaurant operating expenses
    
    
    9,044
    
    
    
    8,96726,037
    
    
    
    25,948General and administrative expenses
    
    
    3,321
    
    
    
    3,834Depreciation and amortization
    
    
    1,380
    
    
    
    1,964Restaurant pre-opening expenses
    
    
    
    
    
    
    4Closed store costs
    
    
    
    
    
    
    43Lease termination expense
    
    
    1
    
    
    
    202Gain on sale of assets
    
    
    (87
    )
    
    
    Total costs and expenses
    
    
    30,652
    
    
    
    31,995Operating loss
    
    
    (3,053
    )
    
    
    (3,329
    )Interest income
    
    
    
    
    
    
    1Interest expense
    
    
    (1
    )
    
    
    (1
    )Other income
    
    
    
    
    
    
    3Net loss
    
    $
    (3,054
    )
    
    $
    (3,326
    )Per Share Data:Loss per share, basic and diluted
    
    $
    (0.06
    )
    
    $
    (0.08
    )Weighted average shares outstanding:
    
    
    48,982,134
    
    
    
    40,261,278
 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 29, 2010
 (unaudited)  (dollars in thousands, except share data)
 Common Stock
    
    
    Treasury StockAdditionalNumber of
    
    
    
    
    
    
    Paid In
    
    
    Number of
    
    
    
    
    
    
    AccumulatedShares
    
    
    Amount
    
    
    Capital
    
    
    Shares
    
    
    Amount
    
    
    Deficit
    
    
    TotalBalance, December 28, 2009
    
    
    40,862,474
    
    
    $
    409
    
    
    $
    277,994
    
    
    
    239,543
    
    
    $
    (1,198
    )
    
    $
    (267,880
    )
    
    $
    9,325Issuance of common stock
(1)
    
    
    10,451,677
    
    
    
    105
    
    
    
    4,790
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,895Net issuance of
restricted stock
    
    
    (1,200
    )
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    238,250
    
    
    
    
    
    
    
    237
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    237Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,054
    )
    
    
    (3,054
    )Balance, March 29, 2010
    
    
    51,551,201
    
    
    $
    516
    
    
    $
    283,019
    
    
    
    239,543
    
    
    $
    (1,198
    )
    
    $
    (270,934
    )
    
    $
    11,403
 (1)
    
    The additional paid-in capital represents the proceeds net of issuance costs from the
shareholder rights offering and related private placement to directors and officers of the Company 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 29, 2010 and March 30, 2009
 (dollars in thousands)
 March 29,
    
    
    March 30,2010
    
    
    2009(Unaudited)
    
    
    (Unaudited)Cash flows from operating activities:Net loss
    
    $
    (3,054
    )
    
    $
    (3,326
    )Adjustments to reconcile net loss to net cash used in
operating activitiesDepreciation and amortization
    
    
    1,380
    
    
    
    1,964Gain on sale of assets
    
    
    (87
    )
    
    
    Provision for bad debts
    
    
    10
    
    
    
    57Stock-based compensation expense
    
    
    237
    
    
    
    294Changes in operating assets and liabilities:Accounts receivable
    
    
    (119
    )
    
    
    215Inventories
    
    
    33
    
    
    
    99Prepaid expenses and other current assets
    
    
    520
    
    
    
    397Other assets
    
    
    26
    
    
    
    41Accounts payable and accrued expenses
    
    
    (467
    )
    
    
    (205
    )Deferred franchise revenue
    
    
    (60
    )
    
    
    (56
    )Lease termination reserve
    
    
    (154
    )
    
    
    Other long-term liabilities
    
    
    (236
    )
    
    
    (378
    )Net cash used in operating activities
    
    
    (1,971
    )
    
    
    (898
    )Cash flows from investing activities:Capital expenditures
    
    
    (122
    )
    
    
    (115
    )Proceeds from sale of assets
    
    
    171
    
    
    
    Net cash provided by (used in) investing
activities
    
    
    49
    
    
    
    (115
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    5,226
    
    
    
    Common stock issuance costs
    
    
    (331
    )Net cash provided by financing activities
    
    
    4,895
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    2,973
    
    
    
    (1,013
    )Cash and cash equivalents, beginning of period
    
    
    4,079
    
    
    
    5,589Cash and cash equivalents, end of period
    
    $
    7,052
    
    
    $
    4,576Supplemental disclosure of cash flow information:Cash paid for:Corporate franchise and income taxes
    
    $
    115
    
    
    $
    107
 The accompanying notes are an integral part of these consolidated financial statements.
  6




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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 29,
    
    
    March 30,2010
    
    
    2009Stock option compensation expense
    
    $
    1
    
    
    $
    14Restricted stock compensation expense, net of forfeitures
    
    
    236
    
    
    
    280Total non-cash, stock-based
compensation expense, net of
forfeitures
    
    $
    237
    
    
    $
    294
   7




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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
    Note 3  Earnings Per Share
  Note 4  Asset impairments
   8




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COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
   Note 5  Lease Termination Costs
   Note 6  Contingencies
  Note 7  Income Taxes
    9




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##### Table of Contents



COSI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
     Note 8  New Accounting Pronouncements
   Note 9  Rights Offering and Private Placement of Common Stock
  Note 10  Subsequent Events
 Sale of Assets
   10




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COSI INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)  continued
    Regaining Compliance with NASDAQ Listing Standards
   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 29, 2010 and March 30, 2009 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 2009 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 29, 2010
    
    
    March 30, 2009Company-
    
    
    
    
    
    
    
    
    
    
    Company-Owned
    
    
    Franchise
    
    
    Total
    
    
    Owned
    
    
    Franchise
    
    
    TotalRestaurants at beginning of
period
    
    
    99
    
    
    
    46
    
    
    
    145
    
    
    
    101
    
    
    
    50
    
    
    
    151New restaurants opened
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1Restaurants permanently closed
    
    
    
    
    
    
    2
    
    
    
    2
    
    
    
    4
    
    
    
    3
    
    
    
    7Restaurants at end of period
    
    
    99
    
    
    
    44
    
    
    
    143
    
    
    
    97
    
    
    
    48
    
    
    
    145
    ®
  12




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®
   Sale of Assets
     Regaining Compliance with NASDAQ Listing Standards
   13




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CRITICAL ACCOUNTING POLICIES
   Long Lived Assets
 Lease Termination Charges
 Accounting for Lease Obligations
 Landlord Allowances
 Stock-Based Compensation Expense
  14




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Income Taxes
   Restaurant Net Sales.
 Franchise Fees and Royalties.
 Gift Card Sales
    15




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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
  16




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RESULTS OF OPERATIONS
  Three Months EndedMarch 29,
    
    
    March 30,2010
    
    
    2009Revenues:Restaurant net sales
    
    
    98.1
    %
    
    
    98.1
    %Franchise fees and royalties
    
    
    1.9
    
    
    
    1.9Total revenues
    
    
    100.0
    
    
    
    100.0Cost and expenses:Cost of food and beverage (1)
    
    
    23.4
    
    
    
    22.2Restaurant labor and related benefits (1)
    
    
    39.4
    
    
    
    38.2Occupancy and other restaurant operating expenses
(1)
    
    
    33.4
    
    
    
    31.996.2
    
    
    
    92.3General and administrative expenses
    
    
    12.0
    
    
    
    13.4Depreciation and amortization
    
    
    5.0
    
    
    
    6.9Restaurant pre-opening expenses
    
    
    
    
    
    
    Closed store costs
    
    
    
    
    
    
    0.2Lease termination expense
    
    
    
    
    
    
    0.7Gain on sale of asssets
    
    
    (0.3
    )
    
    
    Total costs and expenses
    
    
    111.1
    
    
    
    111.6Operating loss
    
    
    (11.1
    )
    
    
    (11.6
    )Interest income
    
    
    
    
    
    
    Interest expense
    
    
    
    
    
    
    Other income
    
    
    
    
    
    
    Net loss
    
    
    (11.1
    )%
    
    
    (11.6
    )%
 (1)
    
    These are expressed as a percentage of restaurant net sales versus all other items
expressed as a percentage of total revenues.  17




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Restaurant Net Sales
 Restaurant net salesas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    27,074
    
    
    
    98.1
    %Quarter ended March 30, 2009
    
    $
    28,124
    
    
    
    98.1
    %
 Restaurant net sales.
 Franchise Fees and Royalties
 Franchise fees and royaltiesas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    525
    
    
    
    1.9
    %Quarter ended March 30, 2009
    
    $
    542
    
    
    
    1.9
    %
 Franchise fees and royalties.
 Costs and Expenses
 Cost of food and beverageas a % of restaurant(in thousands)
    
    
    net salesQuarter ended March 29,
2010
    
    $
    6,329
    
    
    
    23.4
    %Quarter ended March 30,
2009
    
    $
    6,237
    
    
    
    22.2
    %
 Cost of food and beverage
  18




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Restaurant labor and related benefitsas a % of restaurant(in thousands)
    
    
    net salesQuarter ended March
29, 2010
    
    $
    10,664
    
    
    
    39.4
    %Quarter ended March
30, 2009
    
    $
    10,744
    
    
    
    38.2
    %
 Restaurant labor and related benefits.
 Occupancy and other restaurantoperating expensesas a % of restaurant(in thousands)
    
    
    net salesQuarter ended March 29,
2010
    
    $
    9,044
    
    
    
    33.4
    %Quarter ended March 30,
2009
    
    $
    8,967
    
    
    
    31.9
    %
 Occupancy and other restaurant operating expenses
 General and administrative expensesas a % of total(in thousands)
    
    
    revenuesQuarter ended March 30, 2010
    
    $
    3,321
    
    
    
    12.0
    %Quarter ended March 30, 2009
    
    $
    3,834
    
    
    
    13.4
    %
 General and administrative expenses
 Depreciation and amortizationas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    1,380
    
    
    
    5.0
    %Quarter ended March 30, 2009
    
    $
    1,964
    
    
    
    6.9
    %
 Depreciation and amortization
  19




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Restaurant pre-opening expensesas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    
    
    
    
    0.0
    %Quarter ended March 30, 2009
    
    $
    4
    
    
    
    0.0
    %
 Restaurant pre-opening expenses
 Closed store costsas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    
    
    
    
    0.0
    %Quarter ended March 30, 2009
    
    $
    43
    
    
    
    0.2
    %
 Closed store costs
 Lease termination expenseas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    1
    
    
    
    0.0
    %Quarter ended March 30, 2009
    
    $
    202
    
    
    
    0.7
    %
 Lease termination expense
 Gain on sale of assetsas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    87
    
    
    
    0.3
    %Quarter ended March 30, 2009
    
    $
    
    
    
    
    0.0
    %
 Gain on Sale of Assets
 Net lossas a % of total(in thousands)
    
    
    revenuesQuarter ended March 29, 2010
    
    $
    (3,054
    )
    
    
    (11.1
    %)Quarter ended March 30, 2009
    
    $
    (3,326
    )
    
    
    (11.6
    %)
  20




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Net loss
 Subsequent event.
   LIQUIDITY AND CAPITAL RESOURCES
      21




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22




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Payments Due by Period(in thousands)Due
    
    
    Due
    
    
    DueTotal
    
    
    Due
    
    
    Fiscal 2011
    
    
    Fiscal 2013
    
    
    AfterDescription
    
    Obligations
    
    
    Fiscal 2010
    
    
    to Fiscal 2012
    
    
    to Fiscal 2014
    
    
    Fiscal 2014Long-term debt (1)
    
    $
    50
    
    
    $
    25
    
    
    $
    25
    
    
    $
    
    
    
    $
    Operating leases (2)
    
    
    72,742
    
    
    
    12,050
    
    
    
    29,313
    
    
    
    19,562
    
    
    
    11,817Other long-term liabilities (3)
    
    
    869
    
    
    
    315
    
    
    
    554
    
    
    
    
    
    
    
    Total contractual cash
obligations
    
    $
    73,661
    
    
    $
    12,390
    
    
    $
    29,892
    
    
    $
    19,562
    
    
    $
    11,817
 (1)
    
    Amounts shown include aggregate scheduled interest payments of $0.005 million. The principal
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 $0.1 million of sub-lease rental income due under
non-cancelable subleases and include accrued contractual lease increases of approximately an
aggregate $4.3 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 termination
agreements and for two obligations related to legal settlements. These obligations are non-interest
bearing and are included in other long-term liabilities in the attached consolidated balance
sheets.        23




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PURCHASE COMMITMENTS
    Self-Insurance
  CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
   24




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
    
    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 E.coli, mad cow disease and avian
influenza or bird flu;
 
    
    competition in our markets, both in our existing business and locating suitable restaurant
sites;
 
    
    our operation and execution in new and existing markets;
 
    
    expansion into new markets, including foreign countries;
 
    
    our ability to attract and retain qualified franchisees and our franchisees ability to
open restaurants on a timely basis;
 
    
    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 new
and 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;
 
    
    our ability to obtain additional capital and financing;
 
    
    adverse weather conditions, which impact customer traffic at our restaurants; and
 
    
    adverse economic conditions.
  25




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Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
       
 Item 4.
    
    Controls and Procedures
    26




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##### Table of Contents



Part II. OTHER INFORMATION
 
 Item 1:
    
    LEGAL PROCEEDINGS
  
 Item 1A:
    
    RISK FACTORS
  
 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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##### Table of Contents



SIGNATURES
  COSI, INC.
 Date: May 13, 2010
    
    By:
    
    /s/ JAMES HYATT

James HyattPresident,Chief Executive Officer, and DirectorDate: May 13, 2010
    
    By:
    
    /s/ WILLIAM KOZIEL

William KozielChief Financial Officer (chief accounting officer)Treasurer and Secretary
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##### Table of Contents



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.
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