Form 8-K COSI INC For: May 12
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 12, 2015
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Cosi, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-50052
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06-1393745
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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294 Washington Street, Ste. 510, Boston, Massachusetts
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02108
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (857) 415-5000
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On May 12, 2015, R. J. Dourney, Chief Executive Officer and President of Cosi, Inc. (the “Company”), gave a presentation at the 16th Annual B. Riley & Co. Investor Conference in Hollywood, California. The slides used during the presentation are furnished as Exhibit 99.1 attached hereto. The Company anticipates using the materials in further presentations.
On May 12, 2015, the Company issued a press release announcing that Mr. Dourney would be presenting at the conference. A copy of the press release is furnished as Exhibit 99.2 attached hereto.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit 99.1
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Slides from management presentation 16th Annual B. Riley & Co. Investor Conference.
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Exhibit 99.2
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Press release announcing management will be presenting at the 16th Annual B. Riley & Co. Investor Conference.
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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.
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Date: May 12, 2015
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Cosi, Inc.
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By:
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/s/ Vicki Baue
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Name: Vicki Baue
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Title: V. P. and General Counsel, CCO
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EXHIBIT INDEX
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Exhibit No.
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Description
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Paper (P) or
Electronic (E)
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99.1
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Slides from management presentation 16th Annual B. Riley & Co. Investor Conference.
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E
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99.2
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Press release announcing management will be presenting at the 16th Annual B. Riley & Co. Investor Conference.
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E
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Exhibit 99.1
B. Riley Conference 2015
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future, including any discussion, expressed or implied, of anticipated growth, new store openings, operating results or earnings, constitute forward-looking statements under the federal securities laws and not statements of historical fact. The words "believe," "may," "will," "should," "anticipate," "estimate," "expect," "intend," "objective," "seek," "plan," "strive," or similar words, or negatives of these words, identify forward- looking statements. We qualify any forward-looking statements entirely by these cautionary factors. Forward-looking statements are based on management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to management. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Factors that could contribute to these differences include, but are not limited to: the cost of our principal food products and supply and delivery shortages and 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 business and in locating suitable restaurant sites; our operation and execution in new and existing markets; expansion into new markets, including foreign markets; 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 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 government 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 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. Further information regarding factors that could affect our results and the statements made herein are included in our filings with the Securities and Exchange Commission. Additional information is available on the Cosi, Inc. website at www.getcosi.com.
Copies of this deck will be available on the Così® Website Getcosi.com
Boston-based Fast Casual Restaurant Company 112 Units 78 Company owned 34 Franchise owned
IPO 2002 *$90-$100mm+ projected revenues in 2015 *Assumption includes completion of Hearthstone merger.
Challenges early on Over commit and under delivered Così® Corporate struggled $200mm NOLs
Hearthstone Associates Becomes a Così® Franchisee in 2005 Quickly understands what matters to guest Succeeds in Boston
Così® in and around Boston Now 14 locations $1.7mm+ AUVs* 9 years of positive same store sales * Units open for 15 months and does not include kiosks as stand alone units.
Why has Così® been successful in Boston? Clarity as to what matters to the guest Different operating system than Così® Corporate Strong Corporate Culture
Early 2014, shareholders encourage Così® Board of Directors to hire RJ Dourney as CEO
March of 2014 RJ Dourney takes over as CEO Immediately leveraged two key assets Dourney has worked in multiple successful Restaurant companies
Brinker International 1985 to 1995 Applebee’s 1995 to 2000 Part of the team Turned around Au Bon Pain
Leveraged Boston’s success with Così® We didn’t need to figure out what mattered, We knew
Phantom Gourmet Video
March begins with a deep analysis of the Così® business Assessed the Così® Corporate restaurant portfolio Shuttered 10 under performing locations Engaged Hilco to assist in work out of leases Shuttered a 27,000 square foot office Relocated office to Boston 7,000 square feet
Built a strong leadership team Blend of industry veterans and leaders who had worked with Dourney in the past
Immediately began imbedding the Boston culture in Così® Corporate Refocused operations Established a strong winning culture Right sized G&A Insured the franchise community was on board
Immediate impact on traffic, driving comp sales
Great Operations is not enough Our Go Forward Strategy Fully leverage the Hearthstone Model
The prototype design Flow Size Ease of use by the consumer Reinvest in the portfolio Invest between $20k and $150k per unit
Hearthstone has restaurants that average Thru-put of 300 to 500 guests per lunch hour* in Boston Leverage this as part of the reinvestment *Lunch hours are considered from 12-2pm.
Leverage Technology Established a strong technology platform Hardware agnostic, cloud based system
This serves as the foundation for On line ordering Curb side pick up Self Service kiosk Line busters Inventory management
Where is the Consumer going? Healthy - better for you ingredients Fast Casual - food needs to be convenient Value - not cheap but a great value
August of 2014 Così® completes Focus Groups and Consumer Intercepts Strengthens understanding of the brand This becomes core to our brand strategy
Who uses us and why? How does the consumer see us? What does the consumer believe we are capable of?
Consumer sees Così® as: Healthy Young Vibrant Fun Higher quality Young people especially love Così®
Beginning April 2014 Culinary development focuses on these areas
Introduction of better ingredients Focus is on healthy, better quality While also encouraging the guest to be adventurous with us Our culinary pipeline is now deep
Catering has always been a strong suit for Così® We have now introduced a new tool to help us build this business
2015 is focused on building a strong base All units remodeled and deploying the Hearthstone model Technology implemented Establish a strong unit level economic model that can be replicated
The Consumer is heading towards where we are Our focus needs to be leveraging our brand position Poising Così® for the future
2015 Growth Seven franchise locations With existing franchisees One new company unit
2016, 2017 guidance expected to be provided later in 2015
Exhibit 99.2
CONTACT:
Miguel Rossy-Donovan
Chief Financial Officer
(857) 415-5020
FOR IMMEDIATE RELEASE
Così, Inc. to Present at 16th Annual B. Riley & Co. Investor Conference
BOSTON, MA, May 12, 2015 -- Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that R. J. Dourney, CEO & President of Cosi, will be presenting today, May 12, 2015, at 10:00 a.m. (Pacific), at the 16th Annual B. Riley & Co. Investor Conference being held at the Lowes Hollywood Hotel in Los Angeles, California, from May 12-14, 2015.
Additionally, Mr. Dourney will be participating in one-on-one meetings with investors at the conference. Interested investors should contact the conference organizers at B. Riley & Co.
The link for the presentation will be available on the Company’s website at www.getcosi.com, “Investor Information”, under “Upcoming Events”, for a period of 90 days.
About Così, Inc.
Così (http://www.getcosi.com) is an upscale national fast casual restaurant company. At the heart of every restaurant is a hearth where the Così® signature flatbread is made from scratch throughout the day. The flatbread is made from a generations-old recipe and is part of many Così® favorites. Così® was founded on the idea that good for you food should be delicious. Menu items are made using fresh ingredients and distinctive sauces and spreads to create edgy flavors. The menu features made-to-order sandwiches, tossed salads, bowls, breakfast wraps, melts, all natural soups, signature Squagels®, artisan flatbread pizzas, S`mores, snacks and desserts. Guests can also enjoy handcrafted beverages and a variety of coffee-based and specialty beverages.
Così® employees create a welcoming environment where guests are invited to relax and enjoy great food. In many cases, Così® is the cornerstone of the communities that they are in and take pride in supporting community organizations and local charities. There are currently 78 Company-owned and 33 franchise restaurants operating in sixteen states, the District of Columbia, Costa Rica and the United Arab Emirates.
“COSÌ,” and related marks are registered trademarks of Così, Inc. in the U.S.A. and certain other countries. Copyright © 2015 Così, Inc. All rights reserved.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. This press release contains statements that constitute forward- looking statements under the federal securities laws. Forward-looking statements are statements about future events and expectations and not statements of historical fact. The words "believe," "may," "will," "should," "anticipate," "estimate," "expect," "intend," "objective," "seek," "plan," "strive," or similar words, or negatives of these words, identify forward- looking statements. We qualify any forward-looking statements entirely by these cautionary factors. Forward-looking statements are based on management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to management. Forward-looking statements involve risks and uncertainties that may cause our actual results, performance or financial condition to differ materially from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. Factors that could contribute to these differences include, but are not limited to: the cost of our principal food products and supply and delivery shortages and 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 business and in locating suitable restaurant sites; our operation and execution in new and existing markets; expansion into new markets including foreign markets; 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 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 government 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 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. Further information regarding factors that could affect our results and the statements made herein are included in our filings with the Securities and Exchange Commission.
Additional information is available on the Cosi, Inc. website at www.getcosi.com.
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