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 September 26, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-27148
New World Coffee - Manhattan Bagel, 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.)
246 Industrial Way West
Eatontown, NJ 07724
(Address of principal executive offices, including zip code)
(732) 544-0155
(Issuer's telephone number)
Check whether the registrant (1) has 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 ___
Transitional small business disclosure format (check one): Yes __X__No
Number of shares of common stock, $.001 par value per share, outstanding:
As of November 10, 1999: 11,033,039
<PAGE>
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULES
SEPTEMBER 26, 1999
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 26, 1999 and
December 27, 1998..................................... -3-
Consolidated Income Statements for the third quarter
and year to date period ended September 26, 1999 and
September 27, 1998.................................... -4-
Consolidated Statements of Cash Flows for the
year to date period ended September 26, 1999
and September 27, 1998................................ -5-
Notes to Consolidated Financial Statements................ -6-
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations for
the Third Quarter Ended September 26, 1999........ -7-
Item 3. Management's Discussion and Analysis of
Financial Condition and Results of Operations
for the Year to Date Period Ended
September 26, 1999................................ -8-
PART II: OTHER INFORMATION.................................... -12-
SIGNATURES..................................................... -13-
<PAGE>
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
CONSOLIDATED BALANCE SHEETS
September 26, December 27,
1999 1998
---------------- ---------------
(Unaudited)
ASSETS
Current assets:
Cash and
cash equivalents............... $3,197,774 $5,269,627
Franchise and
other receivables, net......... 2,225,466 964,609
Current maturities of
notes receivables.............. 2,154,164 2,103,079
Inventories.................... 1,817,362 1,355,730
Prepaid expenses and
other current assets........... 224,348 206,073
Assets held for resale......... 1,697,138 1,633,053
--------- ---------
Total current assets........ 11,316,252 11,532,171
Property, plant and
equipment, net..................... 7,139,523 6,889,876
Notes and other
receivables, net................... 1,313,928 1,391,929
Trademarks, net.................... 21,960,416 9,966,667
Goodwill, net...................... 944,336 7,097,670
Deposits and other assets.......... 1,316,753 1,215,124
--------- ---------
Total assets $43,991,208 $38,093,437
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............... $2,085,014 $1,750,647
Accrued expenses............... 3,840,264 7,279,646
Current portion of
long-term debt................. 1,162,486 1,633,624
Current portion of obligations
under capital lease............ 437,666 398,764
------- -------
Total current liabilities... 7,525,430 11,062,681
Long-term debt..................... 321,791 115,591
Deferred rent...................... 284,179 261,638
Other liabilities.................. 6,390,611 4,179,635
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $.001 par value;
2,000,000 shares authorized;
0 shares issued and
outstanding.................... - -
Series B convertible preferred stock,
$.001 par value; 225 Shares authorized,
27.5 shares issued
and outstanding................ - -
Common stock, $.001 par value;
50,000,000 shares authorized;
10,550,498 and 9,721,322 shares
issued and outstanding...... 10,550 9,721
Additional paid-in capital.... 34,382,682 33,703,918
Accumulated deficit........... (23,023,422) (24,770,496)
------------ ------------
Total stockholders' equity. 11,369,810 8,943,143
---------- ---------
Total liabilities and
stockholders' equity....... $43,991,208 $38,093,437
=========== ===========
The accompany notes are an integral part of these consolidated
balance sheets.
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
CONSOLIDATED INCOME STATEMENTS
FOR THE THIRD QUARTER ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
AND YEAR TO DATE PERIODS ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
UNAUDITED
Third Quarter Year To Date
Ended Ended
September September September September
26, 1999 27, 1998 26, 1999 27, 1998
---------- ---------- ---------- ---------
Revenues:
Manufacturing
revenues.............. $6,241,681 $91,008 $18,438,142 $322,492
Retail sales.......... 2,119,763 3,066,159 6,849,190 9,216,799
Franchise related
revenues.............. 1,841,205 885,942 4,283,294 2,304,232
---------- --------- ----------- ---------
Total Revenues............ 10,202,649 4,043,109 29,570,626 11,843,523
Cost of sales......... 7,001,447 2,767,282 20,800,635 8,235,017
General and
administrative
expenses.............. 1,589,771 805,442 4,577,389 2,228,545
Depreciation
and amortization...... 565,905 321,701 1,640,573 1,006,085
---------- --------- --------- ---------
Operating Income.......... 1,045,526 148,684 2,552,029 373,876
Interest expense, net. 431,212 66,660 1,044,978 157,906
---------- --------- --------- ---------
Income before
Extraordinary Item........ 614,314 82,024 1,507,051 215,970
Extraordinary Item:
Net Gain from Early
Extinguishment
Of Debt 240,023 - 240,023 -
---------- --------- --------- ---------
Net Income $854,337 $82,024 1,747,074 $215,970
========== ========= ========= =========
Basic Net Income
Per Common Share.......... $.08 $.01 $.17 $.03
==== ==== ==== ====
Basic Weighted Average
Number of Common Shares
Outstanding............. 10,367,680 7,331,196 10,075,071 6,436,010
========== ========= ========== =========
Diluted Net Income
Per Common Share.......... $.08 $.01 $.17 $.03
==== ==== ==== ====
Diluted Weighted Average
Number of Common and
Common Equivalent Shares
Outstanding........... 10,607,680 7,331,196 10,295,071 6,436,010
========== ========= ========== =========
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR TO DATE PERIODS ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
UNAUDITED
September 26, September 27,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................... $1,747,074 $215,970
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization.... 1,640,573 1,006,085
Gain on sale of fixed assets..... (299,726) (1,798,312)
Extraordinary gain for early
extinquishment of debt........... (240,023) -
Increase/(decrease) in cash as
a result of changes in operating
assets and liabilities:
Receivables...................... (1,260,857) 677,776
Inventories...................... (482,342) 53,478
Prepaid expenses and
other current assets............. (18,275) (131,107)
Receipts on notes receivable 497,866 -
Advances under notes receivable (470,250)
Deposits and other assets........ (101,629) (230,451)
Accounts payable................. 334,367 (18,133)
Accrued expenses................. (995,977) (610,016)
Deferred rent.................... 22,542 (190,662)
Other liabilities................ (259,362) -
----------- -----------
Net cash provided by/
(used in) operating
activities................ 113,981 (1,025,372)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures................. (692,919) (324,686)
Proceeds from the sale
of fixed assets ..................... 696,195 -
Net cash paid for acquisition........ (2,311,453)
Additions to assets
held for resale...................... (64,085)
Capitalized Leases................... - (15,332)
------------ -----------
Net cash provided by/(used in)
investing activities............ (2,372,262) (340,018)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock,
net of issuance costs................. 679,564 2,761,079
Proceeds from
long term borrowings.................. 14,837,998 -
Payment of liabilities in
connection with acquired assets....... (2,828,037) -
Repayments of capital leases.......... (502,622) (358,004)
Early retirement of debt.............. (4,650,000) -
Repayment of notes payable............ (7,350,475) (1,170,000)
Net cash provided by/
(used in) financing activities... 186,428 1,233,075
----------- -----------
Net increase(decrease)
in cash.......................... (2,071,853) (132,315)
CASH, Beginning of Period................. 5,269,627 1,149,013
CASH, End of Period....................... $3,197,774 $1,016,698
=========== ==========
The accompanying notes are an integral part of these consolidated statements.
September 26, September 27,
1999 1998
------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest.............................. 1,035,352 79,105
Non-cash investing and
financing activities:
Equipment purchased under
capital leases...................... 747,724 16,054
Issuance of Common Stock as
repayment of promissory note........ - 1,100,000
Notes received from sale of
fixed assets........................ - 2,733,500
DETAILS OF ACQUISITION
Assets acquired 6,311,453
Notes issued (1,500,000)
Estimated accruals at time
of acquisition (2,500,000)
-----------
Cash paid for acquisition 2,311,453
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
Notes to Consolidated Financial Statements
(Unaudited)
1. The September 26, 1999 consolidated balance sheet presented herein
was derived from the audited December 27, 1998 consolidated financial
statements of the Company.
2. These consolidated 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 consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements of the Company for the year ended
December 27, 1998 for a description of the significant accounting policies,
which have continued without change, and other note 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. Certain
reclassifications have been made to the prior interim financial statements
to conform to the current interim presentation.
4. On August 31, 1999, the Company completed a new financing agreement with
a bank. The agreement provides for a $ 12,000,000 term note payable.
The note is payable as to interest only for the first year of the Note
Agreement with quarterly principal installments due thereafter. The
Note is due in full on December 21, 2003. The Company also obtained a
$3,000,000 Line of Credit from the bank. At September 26, 1999, $ 1,500,000
was available under the Line of Credit. Interest on the Note Payable and
Line of Credit is calculated at variable rates, which are in part,
dependent on the maintenance of certain financial ratios by the Company.
Proceeds from the above borrowings were used to extinguish existing debt
and to acquire the Chesapeake Bagel Bakery franchise asset ("CBB"). The
Company incurred approximately $ 230,000 in costs associated with the
refinancing which are being amortized over the life of the loan.
5. The Company repaid the BET Associates, Inc. note payable of $5,000,000 and
the Manhattan Bagel Unsecured Creditors' Trust note payable of $5,500,000
as a part of the refinancing discussed above. The note was repaid at an
$850,000 discount from its face value. The discount, and the costs
associated with obtaining such discount, is included as an extraordinary
item, Gain from the Extinguishment of Debt for the quarter ended September
26, 1999.
6. On August 31, 1999, the Company acquired CBB. The purchase price consisted
of $ 2,311,000 paid at the closing plus estimated liabilities at the time
of acquisition totaling $ 2,500,000 and a note payable to the seller in the
amount of $ 1,500,000. The note payable to the seller is due in principal
installments as follows:
Date Payable Amount
------------ ------
March 1, 2003 $ 262,500
August 31, 2003 $ 412,500
August 31, 2004 $ 825,000
Interest at 10% per annum is due in quarterly installments commencing on
October 1, 1999. The note is subject to downward revision based upon
certain purchase price adjustments.
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-QSB under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1996 with respect to the financial condition and
business of the Company. The words "estimate", "plan", "intend", "believes",
"expect", and similar expressions are intended to identify forward-looking
statements. Such forward-looking statements involve and are subject to known and
unknown risks, uncertainties, and other factors which could cause the actual
results, performance, and achievements of the Company to be materially different
from any future results, performance (financial or operating), or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: competition; success of operating and franchising
initiatives; development schedules; advertising and promotional efforts; adverse
publicity; acceptance of new product offerings; availability of new locations,
and terms of sites for store development; changes in business strategy or
development plans; the ability to integrate acquisitions successfully;
availability and terms of capital; food, labor, and employee benefit costs;
changes in government regulations; regional weather conditions; and other
factors referenced in this Form 10-QSB , in the Company's Form 10-KSB for its
1998 fiscal year, and in the Company's most recent S-3 filing which are
incorporated by reference herein.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE THIRD
QUARTER ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
General
New World Coffee - Manhattan Bagel, Inc., a Delaware Corporation organized
in 1992, is one of the largest franchisors of coffee bars and bagel bakeries in
the United States. It operates and franchises coffee bars, bagel bakeries and
integrated coffee bar/bagel bakeries in 28 states in the Northeastern,
Southeastern and Southwestern United States, the District of Columbia, and
internationally. The first Company-owned New World Coffee store opened in 1993
and the first franchised New World Coffee store opened in 1997. The Company
acquired the stock of Manhattan Bagel Company, Inc. ("MBC") on November 24,
1998, resulting in the addition of 6 Company-owned and 285 franchised and
licensed Manhattan Bagel stores. The Company acquired Chesapeake Bagel Bakery on
August 31, 1999, resulting in the addition of 88 franchised and licensed
Chesapeake Bagel Bakery stores. At September 26, 1999, the Company's retail
system consisted of 390 stores, including 19 Company-owned and 371 franchised
and licensed stores.
The Company is vertically integrated with bagel dough and cream cheese
manufacturing plants in Eatontown, NJ and Los Angeles, CA, and a coffee roasting
plant in Branford, CT. The Company's products are sold to franchised, licensed
and Company-owned stores as well as to wholesale supermarket and non-traditional
outlets.
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 strategic plan does not
include the development of additional Company owned stores.
Results of Operations
Quarter Ended September 26, 1999 Compared to Quarter Ended September 27, 1998
Revenues. Total revenues increased 152.4% to $10,202,649 for the quarter
ended September 26, 1999 from $4,043,109 for the comparable 1998 period.
Manufacturing revenues increased 6,758.4% to $6,241,681 or 61.2% of total
revenues for the quarter ended September 26, 1999 from $91,008 or 2.3% of total
revenues for the comparable 1998 period, primarily as a result of the
acquisition of MBC. Retail sales decreased 30.9% to $2,119,763 or 20.8% of total
revenues for the quarter ended September 26, 1999 from $3,066,159 or 75.8% of
total revenues for the comparable 1998 period primarily due to the conversion of
Company owned stores to franchised stores. Franchise related revenues increased
107.8% to $1,841,205 or 18.0% of total revenues for the quarter ended September
26, 1999 from $885,942 or 21.9% of total revenues for the comparable 1998
period, primarily as a result of the acquisition of MBC.
Costs and Expenses. Cost of sales as a percentage of manufacturing revenues
and retail sales decreased to 83.7% for the quarter ended September 26, 1999
from 87.7% for the comparable 1998 period. The primary component of the decrease
was the substantial shift toward manufacturing revenues and higher margins
associated with such revenues as compared to the operating margins of Company
owned stores.
Depreciation and amortization expense as a percentage of revenues decreased
to 5.5% for the quarter ended September 26, 1999 from 8.0% for the comparable
1998 period primarily due to an increase in the Company's revenue base, the sale
of Company owned stores to franchisees and the Company's previous compliance
with FASB 121.
General and administrative expenses as a percentage of revenues decreased
to 15.6% for the quarter ended September 26, 1999 from 19.9% for the comparable
1998 period, primarily as a result of the Company's revenue growth which is
enabling it to better leverage its management infrastructure.
Interest expense increased to $431,212, or 4.2% of revenues, for the
quarter ended September 26, 1999 from $66,660, or 1.6% of revenues for the
comparable 1998 period. This increase is primarily due to interest costs
relating to the acquisition of MBC.
Gain from the Early Extinguishment of Debt, net, increased to $240,023 with
no such gain for the comparable 1998 period. This gain represents an $850,000
discount earned for the prepayment of the Manhattan Bagel Unsecured Creditors'
Trust Note which was partially offset by the costs associated with obtaining
such discount.
Net Income. Net income increased to $854,337 for the quarter ended
September 26, 1999 from $82,024 for the comparable 1998 period. This increase is
primarily a result of increased manufacturing and retail gross profit of
$970,112, increased franchise related revenues of $955,263 and the net gain on
the extinguishment of debt of $240,023 which were partially offset by increases
in general and administrative expenses of $784,329, interest expense of $364,552
and depreciation and amortization expense of $244,204.
ITEM 3. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS FOR THE YEAR TO DATE
PERIOD ENDED SEPTEMBER 26, 1999 AND SEPTEMBER 27, 1998
Results of Operations
Year To Date Period Ended September 26, 1999 Compared to Year To Date Period
Ended September 27, 1998
Revenues. Total revenues increased 149.7% to $29,570,626 for the year to
date period ended September 26, 1999 from $11,843,523 for the comparable 1998
period. Manufacturing revenues increased 5,617.4% to $18,438,142 or 62.4% of
total revenues for the year to date period ended September 26, 1999 from
$322,492 or 2.7% of total revenues for the comparable 1998 period, primarily as
a result of the acquisition of MBC. Retail sales decreased 25.7% to $6,849,190
or 23.2% of total revenues for the year to date period ended September 26, 1999
from $9,216,799 or 77.8% of total revenues for the comparable 1998 period
primarily due to the conversion of Company owned stores to franchised stores.
Franchise related revenues increased 85.9% to $4,283,294 or 14.5% of total
revenues for the year to date period ended September 26, 1999 from $2,304,232 or
19.5% of total revenues for the comparable 1998 period, primarily as a result of
the acquisition of MBC.
Costs and Expenses. Cost of sales as a percentage of manufacturing revenues
and retail sales decreased to 82.3% for the year to date period ended September
26, 1999 from 86.3% for the comparable 1998 period. The primary component of the
decrease was the substantial shift toward manufacturing revenues and higher
margins associated with such revenues as compared to the operating margins of
Company owned stores.
Depreciation and amortization expense as a percentage of revenues decreased
to 5.5% for the year to date period ended September 26, 1999 from 8.5% for the
comparable 1998 period primarily due to an increase in the Company's revenue
base, the sale of Company-owned stores to franchisees and the Company's previous
compliance with FASB 121.
General and administrative expenses as a percentage of revenues decreased
to 15.5% for the year to date period ended September 26, 1999 from 18.8% for the
comparable 1998 period, primarily as a result of the Company's revenue growth
which is enabling it to better leverage its management infrastructure.
Interest expense increased to $1,044,978 or 3.5% of revenues, for the year
to date period ended September 26, 1999 from $157,906, or 1.3% of revenues for
the comparable 1998 period. This increase is primarily due to interest costs
relating to the acquisition of MBC.
Gain from the Early Extinguishment of Debt, net, increased to $240,023
with no such gain for the comparable 1998 period. This gain represents an
$850,000 discount earned for the prepayment of the Manhattan Bagel Unsecured
Creditors' Trust Note which was partially offset by the costs associated with
obtaining such discount.
Net Income. Net income increased to $1,747,074 for the year to date period
ended September 26, 1999 from $215,970 for the comparable 1998 period. This
increase is primarily a result of increased manufacturing and retail gross
profit of $3,182,423, increased franchise related revenues of $1,979,062 and the
net gain from the extinguishment of debt of $240,023 which were partially offset
by increases in general and administrative expenses of $2,348,844, interest
expense of $887,072 and depreciation and amortization expense of $634,488.
Liquidity and Capital Resources
The Company plans to satisfy its capital requirements in 1999 through cash
flow from operations and through the sale of Company owned stores, which should
generate additional free cash. The Company successfully concluded a refinancing
of its debt that extends the terms of principal repayment.
The Company is currently in the process of completing the modification of
its information technology infrastructure for Year 2000 compliance. The Company
does not expect that the cost to modify its information technology
infrastructure to be Year 2000 compliant will be material to its financial
condition or results of operations. The Company does not anticipate any material
disruption in its operations as a result of any failure by the Company to be in
compliance.
At September 26, 1999 the Company had a working capital surplus of
$3,790,822 compared to a working capital surplus of $ 469,490 at December 27,
1998.
The Company had net cash provided by operating activities of $113,981 for
the first nine months of 1999 compared with net cash used in operating
activities of $1,025,372 for the first nine months of 1998. The decrease in net
cash used in operating activities primarily reflects the increased net income of
the Company.
The Company had net cash used in investing activities of $2,372,262 for the
first nine months of 1999 compared with net cash used in investing activities of
$340,018 for the first nine months of 1998. The increase in cash used reflects
the effect of the Company's acquisition of CBB.
The Company had net cash provided by financing activities of $ 186,428 for
the first nine months of 1999 compared with net cash provided by financing
activities of $1,233,075 for the first nine months of 1998. The decrease in cash
provided reflects the completion of the Company's debt refinancing, net of
liabilities paid in connection with the acquisition of MBC.
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 and/or
flour, acquisitions by the Company of existing stores, existing and additional
competition, marketing programs, weather, and variations in the number of store
openings. The Company has few employees at the minimum wage level and therefore
believes that an increase in the minimum wage would have little impact on its
operations and financial condition.
Revaluation of Trademarks
In the second quarter the Company commissioned an independent valuation
firm to determine the value of the intellectual property purchased in the
Manhattan Bagel Company, Inc. acquisition. In accordance with the resultant
valuation, the Company increased the book value of the trademarks purchased by
$6 million, with an offsetting reduction in goodwill.
Subsequent Event
On September 29, 1999, the Company signed a letter of intent to acquire New
York Bagel Enterprises, Inc., under which the Company would add 15 franchised
locations and 26 Company owned locations to its system. The closing of the
transaction is subject to the Company's completion of operational due diligence,
negotiation of a definitive agreement, necessary shareholder and bank approvals,
and standard closing conditions. There can be no assurance that such conditions
shall be met and that the acquisition will close.
<PAGE>
PART II - OTHER INFORMATION
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
SEPTEMBER 26, 1999
Item 1. Legal Proceedings
Not applicable
Item 2. Changes in Securities
During the first quarter of 1999, 15 shares of Series B Convertible
Preferred Stock were exchanged for 126,665 shares of Common Stock
During the third quarter of 1999, 15 shares of Series B Convertible
Preferred Stock were exchanged for 133,118 shares of Common Stock
During the third quarter of 1999, the Company completed a reverse stock
split whereby holders were entitled to one share of the Company's Common Stock
for each two shares owned.
Item 3. Defaults upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
On March 24, 1999 a special meeting of shareholders was held. The
shareholders voted to approve the name change of the Company to New World Coffee
- - Manhattan Bagel, Inc. Additionally the shareholders approved an increase in
the number of authorized shares of common stock to 50,000,000 shares.
Item 5. Other Information
Not applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K.
On June 14, 1999 the Company filed an 8-K report relating to the
adoption of a Shareholder Rights Plan and the entering into of a
Shareholder Rights Agreement.
On September 7, 1999, the Company filed an 8-K relating to the reverse
stock split, acquisition of Chesapeake Bagel Bakery and the refinancing
of the Company's debt.
<PAGE>
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 - MANHATTAN BAGEL, INC.
Date: November 15, 1999 By:/s/ Ramin Kamfar
------------------------------------
R. Ramin Kamfar
Chairman and Chief Executive Officer
Date: November 15, 1999 By:/s/ Jerold E. Novack
------------------------------------
Jerold E. Novack
Chief Financial Officer
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<NET-INCOME> 854
<EPS-BASIC> .08
<EPS-DILUTED> .08
</TABLE>
