NEW WORLD COFFEE INC
10QSB, 1996-08-14
EATING PLACES
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<PAGE>
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________



                                  FORM 10-QSB



   

[X]       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934



                             COMMISSION FILE NUMBER


                             NEW WORLD COFFEE, INC.
                             ----------------------
          (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                              13-3690261
- ---------------------------------                            -------------------
(STATE OR OTHER JURISDICTION                                 (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)


                          379 WEST BROADWAY 4TH FLOOR
                          NEW YORK,  NY  10012
                          --------------------
                          (ADDRESS OF PRINCIPAL  EXECUTIVE OFFICES)
 
                                (212) 343-0552
                                --------------
                          (ISSUER'S TELEPHONE NUMBER)

 
 
 
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE EXCHANGE ACT:  NONE

        CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PAST 12
MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH
REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90
DAYS.

YES    X             NO   
       -----              ---
 

AS OF AUGUST 5, 1996, 4,760,961 SHARES OF COMMON STOCK OF THE ISSUER WERE
OUTSTANDING.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE);


YES              NO   X
    -----             ---
<PAGE>
 
                            NEW WORLD COFFEE, INC.

             INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES

                                 JUNE 30, 1996

                                     INDEX

 
                                                                            PAGE
                                                                            ----

 
1.    FINANCIAL STATEMENTS
 
      Condensed  Balance Sheet as of June 30, 1996                          3
 
      Condensed Statements of Operations for the three months 
      and year to date ended June 30, 1996 and July 2, 1995                 4
 
      Condensed  Statements of Cash Flows for the year to date ended
      June 30, 1996 and July 2, 1995                                        5
 
      Notes to  Financial Statements                                        6
 
 
2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       7
      RESULTS OF OPERATIONS FOR THE SECOND QUARTER AND YEAR TO DATE
      ENDED JUNE 30, 1996
 
      Other Information                                                     10
 
      Signatures                                                            10
 
                                       2
<PAGE>
 
                             NEW WORLD COFFEE, INC.
                             ----------------------

                                 BALANCE SHEET
                                 -------------

<TABLE>
<CAPTION>
 
                                                 June 30             Dec 31
                 ASSETS                           1996                1995
              ------------                     -----------         -----------
                                               (unaudited)
<S>                                            <C>                 <C> 
CURRENT ASSETS:                         
 Cash                                         $ 6,055,421         $   951,355
  Receivables                                     122,909              66,570
  Inventories                                     324,268             217,439
  Prepaid expenses                                278,927              70,000
                                              -----------         -----------
   Total current assets                         6,781,525           1,305,364
                                        
PROPERTY AND EQUIPMENT, net                     6,708,874           7,076,083
DEBT ISSUANCE COSTS                                     -             753,627
GOODWILL                                          496,000                   -
DEFERRED OFFERING COSTS                                 -             608,000
DEPOSITS AND OTHER ASSETS, net                    793,334             523,802
                                              -----------         -----------
   Total assets                               $14,779,733         $10,266,876
                                              ===========         ===========
<CAPTION> 
                                        
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                   
   ------------------------------------------------
<S>                                           <C>                 <C> 
CURRENT LIABILITIES:                    
    Accounts payable                          $   533,959         $ 1,158,835
    Accrued expenses                              630,499             612,348
    Accrued compensation                           59,627             299,287
    Current portion of obligations                
     under capital leases                         224,567              57,924 
    Current portion of Notes Payable              192,500                   -
                                              -----------         -----------
    Total current liabilities                   1,641,152           2,128,394
DEFERRED RENT                                     629,836             507,432
NOTES PAYABLE                                     577,500           3,500,000
OBLIGATIONS UNDER CAPITAL LEASES                  537,502             111,939
BRIDGE FINANCING                                        -             755,000
CONVERTIBLE REDEEMABLE PREFERRED STOCK                  -           6,230,051
STOCKHOLDERS' EQUITY (DEFICIT):         
    Convertible Preferred Stock,                        
     Series A , $.001 par value,        
     5,000,000 shares authorized, 375   
     issued and outstanding                             -                   -
    Common Stock, $.001 par value;      
     10,000,000 shares authorized;                                            
     4,722,848 and 1,213,725 shares     
     issued and outstanding at June     
     30, 1996 and December 31, 1995,    
     respectively                                   4,723               1,214 
 Additional paid-in capital                    20,587,321           1,889,744
 Accumulated deficit                           (9,198,301)         (4,856,898)
                                              -----------         -----------
   Total stockholders' equity (deficit)        11,393,743          (2,965,940)
                                              -----------         -----------
   Total liabilities and stockholders'        $14,779,733         $10,266,876
    equity                                    ===========         ===========
</TABLE>

                                       3
<PAGE>
 
                             NEW WORLD COFFEE, INC.
                             ----------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

   FOR THE THREE MONTHS AND YEAR TO DATE ENDED JUNE 30, 1996 AND JULY 2, 1995
   --------------------------------------------------------------------------

                                  (UNAUDITED)
                                  -----------
<TABLE>
<CAPTION>
 
                                                               Three Months Ended                    Year to Date Ended
                                                            June 30,           July 2,             June 30,         July 2,
                                                             1996               1995                1996              1995
                                                          -----------         ----------       -----------       -----------
<S>                                                       <C>                 <C>              <C>               <C>
          Revenues                                        $ 2,628,577         $2,417,382       $ 4,907,158       $ 4,469,031
                                             
          Cost of sales and related occupancy costs         1,560,216          1,530,995         3,009,429         2,842,946
                                             
          Store operating expenses                            855,739            745,042         1,582,072         1,729,483
                                                          -----------         ----------       -----------       -----------
                   STORE OPERATING INCOME                     212,622            141,345           315,657          (103,398)
                                             
          Depreciation and amortization                       282,636            244,825           547,310           441,327
                                             
          General and administrative expenses                 758,298            297,869         1,279,267           879,854
          Provision for store closings and                                                                                   
            reorganization costs                            1,800,000                  -         1,800,000                 - 
                                                          -----------         ----------       -----------       ----------- 
                   OPERATING LOSS                          (2,628,312)          (401,349)       (3,310,920)       (1,424,579)
                                             
          Interest income (expense), net                       31,028            (56,989)           19,517           (92,277)
                                             
          Write-off of debt issuance cost                           -                  -        (1,050,000)                -
                                                          -----------         ----------       -----------       -----------
                   NET LOSS                               $(2,597,284)        $ (458,338)      $(4,341,403)      $(1,516,856)
                                                          ===========         ==========       ===========       ===========
                                             
          NET LOSS PER COMMON SHARE                             $(.57)             $(.32)           $(1.06)           $(1.04)
                                                          ===========         ==========       ===========       ===========
          WEIGHTED AVERAGE NUMBER OF         
           COMMON SHARES OUTSTANDING                        4,522,716          1,460,642         4,086,523         1,460,642
                                                          ===========         ==========       ===========       ===========
</TABLE>

                                       4
<PAGE>
 
                             NEW WORLD COFFEE, INC.
                             ----------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
           FOR THE YEAR TO DATE ENDED JUNE 30, 1996 AND JULY 2, 1995
           ---------------------------------------------------------
                                  (UNAUDITED)
                                  -----------

<TABLE>
<CAPTION>
                                            For The Year To Date Ended
                                              June 30          July 2
                                            ----------------------------
                                               1996             1995
                                            ------------     -----------
<S>                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                    $(4,341,403)    $(1,516,856)
 Adjustments to reconcile net loss to
  net cash used in operating activities-
  Depreciation and amortization                  547,310         441,327
  Write-off of debt issuance costs             1,000,000               -
  Provision for store closings and             
   reorganization costs                        1,800,000
  Increase (decrease) in cash resulting
   from changes in operating assets and
   liabilities-
    Receivables                                  (56,339)         14,427
    Inventories                                 (107,189)        (90,593)
    Prepaid expenses                            (208,926)       (122,229)
    Deposits and other assets                   (194,021)        (54,826)
    Accounts payable                            (624,827)        215,675
    Accrued expenses                            (282,100)        (46,706)
    Accrued compensation                        (239,661)          3,671
    Deferred rent                                122,403         362,232
                                             -----------     -----------
     Net cash used in operating activities    (2,584,753)       (793,878)
                                             -----------     -----------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                           (432,123)     (2,953,579)

    Cash paid in connection with the                                     
     Coopers acquisition, including                                       
     acquisition costs                          (442,500)              -  
                                             -----------     -----------  
       Net cash used in investing                                        
        activities                              (874,623)     (2,953,579)
                                             -----------     ----------- 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of Common Stock, net of                                      
    issuance costs of approximately
    $2,200,000                                11,552,782               - 
   Issuance of  Series A Convertible                                     
    Preferred Stock                            3,325,000               - 
      Issuance of Series C Convertible                                   
       Preferred Stock                                 -       2,744,529 
   Payments of  Series C Redeemable                                      
    Preferred Stock                           (1,999,997)              - 
   Repayment of bridge financing loan           (755,000)              -
   Payments on capital leases                    (59,343)              -
   Repayment of notes payable                 (3,500,000)              -
        Issuance of notes payable                      -       1,500,000
                                             -----------     -----------
       Net cash provided by financing                                    
        activities                             8,563,442       4,244,529 
                                             -----------     ----------- 
       Net increase in cash                    5,104,066         497,072
 
CASH, beginning of period                        951,355         200,801
                                             -----------     -----------
 
CASH, end of period                          $ 6,055,421     $   697,873
                                             ===========     ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
 Cash paid during the period for: Interest   $    45,452     $    35,288
                                             -----------     -----------
 Non-cash investing and financing
  activities:
   Equipment purchased under capital leases  $   475,061   $           - 
                                             -----------   -------------
   Notes issued in connection with the                                   
    Coopers acquisition                      $   770,000   $           -  
                                             -----------   ------------- 
   Debt issuance costs incurred in                                       
    connection with bridge financing         $   236,884   $           -  
                                             ===========   ============= 
</TABLE>

                                       5
<PAGE>
 
                             NEW WORLD COFFEE, INC.

                   NOTED TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1. The June 30, 1996 balance sheet presented herein was derived from the audited
   December 31, 1995 financial statements of the Company.

2. These financial statements have been prepared in accordance with generally
   accepted accounting principles for interim financial information and with the
   instructions to Form 10-QSB.  The financial statements should be read in
   conjunction with the audited financial statements of the Company for the year
   ended December 31, 1995 for a description of the significant accounting
   policies, which have continued without change, and other footnote
   information.

3. All adjustments (recurring in nature) which are, in the opinion of
   management, necessary for a fair presentation of the results of the interim
   periods have been included. The results of the interim periods are not
   necessarily indicative of the results for the full year.

4. The Company completed its initial public offering on February 1, 1996 of
   2,500,000 shares realizing approximately $11,500,000 in net proceeds.

5. The Company completed the sale of 375 shares of Series A Convertible
   Preferred Stock on June 28, 1996 realizing approximately $3,325,000 in net
   proceeds after commissions and costs of $425,000. These shares will convert
   to common stock within three years at not more than $3.975 per share and have
   an 8% coupon.

6. The Company took a charge in the second quarter of $1,500,000 to provide for
   the closing of five unprofitable stores. This represents a provision for
   writedowns of property and equipment of $1,350,000 and provides for an
   additional accrual of $150,000 for other closure costs. In addition, the
   Company provided for a reorganization charge of $300,000 which primarily
   consisted of severance and related benefits.

7. The Company purchased three Coopers Coffee Stores ("Coopers") for $242,500
   cash and a $770,000 note payable over 4 years which bears interest at 6%. The
   purchase price has been allocated to the assets acquired based on their fair
   value at the date of acquisition and the difference between the cost of
   acquiring the locations and the current estimated fair value of the net
   assets acquired will be treated as goodwill for accounting purposes, which is
   being amortized over 10 years. The Company is currently in the process of
   completing a final purchase price allocation for this acquisition and such
   allocation will be completed by year end. The consolidated statements of
   operations of the Company include the results of Coopers since the date of
   acquisition.

   Following is the pro-forma presentation as if the three Coopers locations and
   the closing of 5 unprofitable stores had occurred on January 1, 1995 (amounts
   in 000's):

 
                                      Year to date ended
                                  --------------------------
                                     June 30,    July 2,
                                       1996        1995
                                    ----------  ----------
   Revenue                          $ 5,113.3   $ 5,428.9
   Store operating income               584.8       (12.0)
   Operating loss                    (1,545.8)   (1,390.9)
   Net loss                          (2,587.6)   (1,495.5)
   Net loss per share               $    (.63)  $   (1.02)


   The pro forma information presented above does not purport to be indicative
   of the results that actually would have been obtained if the combined
   operations had been conducted during the periods presented or of future
   operations of the combined operations.

                                       6
<PAGE>
 
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     The Company opened its first espresso bar in February 1993 in New York and
has grown to 30 espresso bars in New York, New Jersey and Pennsylvania since
that date.

     The Company's experience has been that espresso bars in residential and
shopping areas generally offer more attractive economics than central business
district sites as they typically are open up to 14 hours a day, seven days a
week and attract customers throughout the day, resulting in more cost-effective
staffing and operations. Based on this experience, the Company's site selection
strategy has shifted to opening more espresso bars in residential and shopping
areas.

     The Company has incurred losses in each fiscal year from inception
primarily due to the cost of retail store expansion and developing an
infrastructure to support future growth. The Company's fiscal year ends on the
Sunday closest to December 31. Prior to fiscal 1995 the Company was on a
calendar year basis.

Fiscal Quarter Ended June 30, 1996 Compared to Fiscal Quarter Ended July 2, 1995


     Revenues. Revenues increased 8.7% to $2,628,577 for the fiscal quarter
ended June 30, 1996 from $2,417,382 for the comparable 1995 period. Comparable
store sales for the 22 stores opened for both periods decreased 2.8%. Management
attributes this decrease to its cannibalization of certain existing stores to
solidify the Company's presence in certain trade areas although this is
significantly less than the previous quarter's decrease of 12.8%. Sales for the
27 stores which were open during the second quarter of 1995 and 1996 contributed
to a 5.5% increase in revenues. Sales for the 4 stores opened since July 2, 1995
contributed 3.2% of the percentage increase in revenues.

     Costs and Expenses. Cost of sales and related occupancy costs as a
percentage of revenues for the fiscal quarter ended June 30, 1996 decreased to
59.4% from 63.3% for the comparable 1995 period. The primary components were a
decrease of 3.4% in cost of goods due to the Company's implementation of its new
personal computer based point of sale system as well as improved vendor pricing.
Occupancy expense as a percentage of revenues decreased 0.5% .

     Store operating expenses as a percentage of revenues for the fiscal quarter
ended June 30, 1996 increased to 32.5% from 30.8% for the comparable 1995
period. The primary component was a 1.4% increases in personnel costs primarily
due to the enhancement of the Company's training program in anticipation of its
planned expansion. Miscellaneous store expenses increased 0.3% primarily due to
increases in insurance and utility costs.

     Depreciation and amortization expenses as a percentage of revenues for the
fiscal quarter ended June 30, 1996 increased to 10.8% from 10.1% for the
comparable 1995 period primarily due to lower than anticipated revenues from
certain commercial locations.

     General and administrative expenses increased to $758,298 or 28.8% of
revenues, for the fiscal quarter ended June 30, 1996 compared to $297,869 or
12.3% of revenues, for the comparable 1995 period. General and administrative
expenses included $107,652 or 4.1% of revenues relating to a corporate marketing
program begun in the second quarter as well as $32,475 or 1.2% for recruiting
fees relating to the hiring of the Company's Vice President of Real Estate and
Development and Director of Construction. Payroll expense increased by $181,596
to $305,171 or 11.6% of revenues due to the above management additions, along
with the addition of a Chief Operating Officer and Directors of Human Resources
and Training as the Company continues to add to its infrastructure to support
its planned expansion.

     The Company recorded a provision for store closings and reorganization
costs in the fiscal quarter ended June 30, 1996 of $1,800,000. This charge was
taken to provide for the closing of five unprofitable stores, four of which are
not in residential areas, in accordance with the Company's strategy of
concentrating its business in primarily residential areas, and the
reorganization of senior management.

                                       7
<PAGE>
 
     Interest income, net for the fiscal quarter ended June 30, 1996 increased
to $31,028 or 1.2% of revenues, from an expense of $56,989 or 2.4% of revenues
for the comparable 1995 period. This increase resulted from interest earned on
cash and cash equivalents resulting from the Company's initial public offering.

     Net Loss. Net loss for the fiscal quarter ended June 30, 1996 increased to
$2,597,284 from $458,338 for the comparable 1995 period. Operating margins
decreased to a loss of 100.0% of revenues from a loss of 16.6% of revenues in
the comparable 1995 period. Store operating income increased by 2.2% as a
percentage of revenues but this was offset by an increase in general and
administrative expenses of 16.5% as a percentage of revenues and the provision
for store closings and reorganization costs of 68.5% as a percentage of
revenues.

Year to Date Ended June 30, 1996 Compared to the Year to Date Ended July 2, 1995

     Revenues. Revenues increased 9.8% to $4,907,158 for the year to date ended
June 30, 1996 from $4,469,031 for the comparable 1995 period. Comparable store
sales for the nineteen stores opened for both periods decreased 8.8%. Management
attributes this decrease to its cannibalization of certain existing stores to
solidify the Company's presence in certain trade areas as well as record
snowfalls in the Northeast in the first quarter. Sales for the 27 stores which
were open during the first two quarters of 1995 contributed to a 8.1% increase
in revenues. Sales for the 4 stores opened since July 2, 1995 contributed 1.7%
of the percentage increase in revenues.

     Costs and Expenses. Cost of sales and related occupancy costs as a
percentage of revenues for the year to date ended June 30, 1996 decreased to
61.3% from 63.6% for the comparable 1995 period. The primary components were a
decrease of 3.7% in cost of goods due to the Company's ability to negotiate
improved vendor pricing as a result of increased purchasing power and reduced
shrinkage due to the implementation of the Company's initial point of sale
system. This was partially offset by an increase in occupancy costs of 1.4%
primarily due to higher occupancy expense as a percentage of revenues on certain
commercial store locations.

     Store operating expenses as a percentage of revenues for the year to date
ended June 30, 1996 decreased to 32.3% from 38.7% for the comparable 1995
period. The primary components were 6.0% decreases in personnel costs primarily
due to more efficient staffing currently and an overstaffing of store level
personnel that occurred during the first quarter of 1995 period due to a delay
in the closing of the Company's Series C Preferred Stock offering. Miscellaneous
store expenses decreased .4% due to improved cost controls.

     Depreciation and amortization expenses as a percentage of revenues for the
year to date ended June 30, 1996 increased to 11.1% from 9.9% for the comparable
1995 period primarily due to lower than anticipated revenues on certain
commercial locations.

     General and administrative expenses increased to $1,279,267 or 26.1% of
revenues, for the year to date ended June 30, 1996 compared to $879,854 or 19.7%
of revenues, for the comparable 1995 period. Corporate payroll expense increased
by $243,963 to $519,716 or 10.6% as a percentage of revenues due to the
additions of the Company's Chief Operating Officer, Vice President of Real
Estate and Development, Directors of Construction, Human Resources and Training
as the Company continues to add to its infrastructure to support its planned
expansion.

     The Company recorded a provision for store closings and reorganization
costs in the fiscal quarter ended June 30, 1996 of $1,800,000. This charge was
taken to provide for the closing of five unprofitable stores, four of which are
not in residential areas, in accordance with the Company's strategy of
concentrating its business in primarily residential areas, and the
reorganization of senior management.

     Interest expense, net for the year to date ended June 30, 1996 increased to
$1,030,483 or 21.0% as a percentage of revenues, from $92,277 or 2.1% for the
comparable 1995 period. This increase resulted from a charge taken in the first
fiscal quarter of $1,050,000 for issuance costs relating to the Company's bridge
financing prior to its initial public offering.

     Net Loss. Net loss for the year to date ended June 30, 1996 increased to
$4,341,403 from $1,516,856 for the comparable 1995 period. Operating margins
decreased to a loss of 67.5% from a loss of 31.9% in the comparable 1995 period,
primarily due to increased store operating income of 8.7% as a percentage of
revenues, and an increase in general and administrative expenses of 6.4% as a
percentage of revenues and the provision for store closings and reorganization
costs of 36.7% as a percentage of revenues.

                                       8
<PAGE>
 
LIQUIDITY AND CAPITAL RESOURCES

     The Company successfully completed its initial public offering on February
1, 1996. The Company realized approximately $11,500,000 in net proceeds. The
Company repaid its bank line of $3,500,000 and repurchased from an existing
shareholder approximately $2,000,000 of the Company's Series C Convertible
Preferred Stock. On June 28th, 1996 the Company completed the sale of Series A
Convertible Preferred Stock realizing approximately $3,325,000 in net proceeds.
The Company's capital requirement is primarily for expansion of its retail
operations. Currently, all of the Company's stores are in leased facilities. The
Company currently estimates that capital expenditures and acquisitions through
fiscal 1996 will be approximately $9,000,000.

     At June 30, 1996 the Company had working capital of $5,140,373 compared to
a working capital deficit of $823,030 at December 31, 1995. This change in
working capital is primarily due to the Company's completion of its initial
public offering on February 1, 1996 and the sale of Series A Convertible
Preferred Stock on June 28, 1996.

     The Company had net cash used in operating activities of $793,878 for the
first two fiscal quarters of 1995 and net cash used in operating activities of
$2,584,753 for the first two fiscal quarters of 1996.

     The Company had net cash used for investing activities of $2,953,579 for
the first two fiscal quarters of 1995, and $874,623 for the first two fiscal
quarters of 1996. The primary use of cash for investing activities was for
capital expenditures related to the Company's retail store expansion.

     The Company had net cash provided by financing activities of $4,244,529 for
the first two fiscal quarters of 1995, and $8,563,442 for the first quarter two
fiscal quarters of 1996. The Company funded its growth through it's initial
public offering and the sale Series A Convertible Preferred Stock raising
approximately $11.5 million and $3.325 million in net proceeds respectively.

     In December 1995 and January 1996, the Company obtained a bridge loan
totaling $1,000,000 from certain individuals and financial institutions. The
loan carried an interest rate of 10% and was repaid within ten days after the
closing of the public offering. In connection with the loan, the Company issued
to the lenders warrants to purchase 181,818 shares of its Common Stock at a
price of $0.01 per share. The warrants are exercisable immediately, but the
shares issued pursuant to the warrants are subject to a six month lock-up
agreement.

     The Company is negotiating a commitment letter from its lender for a line
of credit of $2,500,000.

SEASONALITY AND GENERAL ECONOMIC TRENDS

     The Company anticipates that its business will be affected by general
economic trends that affect retailers in general. While the Company has not
operated during a period of high inflation, it believes based on industry
experience that it would generally be able to pass on increased costs resulting
from inflation to its customers. The Company's business may be affected by other
factors, including increases in the commodity prices of green coffee,
acquisitions by the Company of existing espresso bars, existing and additional
competition, marketing programs, weather, special or unusual events, and
variations in the number of store openings. The Company has few, if any,
employees at the minimum wage level and therefore believes that an increase in
the minimum wage would have minimal impact on its operations and financial
condition.

                                       9
<PAGE>
 
                          PART II - OTHER INFORMATION

                             NEW WORLD COFFEE, INC.

                                 JUNE 30, 1996


Item 1. Legal Proceedings
                Not applicable

Item 2. Changes in Securities
                On February 1, 1996 the Company completed its' initial public
        offering selling 2,500,000 shares of Common Stock at $5.50 per share.
 
                On June 28th, 1996 the Company completed the sale of  Series A
        Convertible Preferred Stock selling 375 shares at $10,000 per share.
        These shares are convertible at not more than $3.975 per share.

Item 3. Defaults upon Senior Securities
                Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
                Not applicable

Item 5. Other Information
                Not applicable

Item 6. Exhibits and Reports on Form 8-K
        (a)     Exhibits. None
                --------

        (b)     Reports on Form 8-k
                Current Reports on Form 8-K (Date of Event June 28, 1996) was
        filed with the SEC on July 12, 1996. Report was filed for item 2
        relating to the sale of convertible preferred securities.



                                   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 thereunto duly authorized.

                             NEW WORLD COFFEE, INC.


Date:            By:  /s/ R. Ramin Kamfar
                      ---------------------------------------
                        R. Ramin Kamfar -President & CEO

Date:            By:  /s/ Jerold E. Novack
                      ---------------------------------------
                        Jerold E. Novack - Vice President-Finance

                                      10

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE>       5
       
<S>                     <C>
<PERIOD-TYPE>           6-MOS
<FISCAL-YEAR-END>                   DEC-29-1996
<PERIOD-END>                        JUN-30-1996
<CASH>                                    6,055
<SECURITIES>                                  0
<RECEIVABLES>                               122
<ALLOWANCES>                                  0
<INVENTORY>                                 324
<CURRENT-ASSETS>                          6,781
<PP&E>                                    8,274
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