UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 27, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
COMMISSION FILE NUMBER 0-27148
--------------------------
NEW WORLD COFFEE - MANHATTAN BAGEL, INC.
(Name of Small Business Issuer 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)
(732) 544-0155
(Issuer's Telephone Number)
Securities registered under Section 12(B) of the Exchange Act:
NAME OF EACH EXCHANGE ON
Title of Each Class WHICH REGISTERED:
Common Stock, $.001 par value NASDAQ
Securities registered under 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
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments of this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year. $17,282,524
The aggregate market value of the voting stock held by non-affiliates per
the closing stock price as of April 7, 1999 is $18,054,348.
As of April 7, 1999, 20,185,831 shares of commons stock of the issuer were
outstanding.
<PAGE>
NEW WORLD COFFEE - MANHATTAN BAGEL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)
FOR THE YEARS ENDED DECEMBER 27, 1998 AND DECEMBER 28, 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period of interest, net of amount capitalized $1,036,176 $362,815
NONCASH INVESTING AND FINANCING ACTIVITIES:
Equipment disposed under capital leases --- 161,341
Equipment acquired under capital leases 33,169 227,310
Notes received from sale of fixed assets 1,781,000 846,374
Conversion of Series A, B, and C
Convertible Preferred Stock to Common Stock 4,230,054 ---
Conversion of Series A Convertible
Redeemable Preferred Stock to Common Stock --- 1,450,000
Conversion of Series B Convertible
Preferred Stock to Common Stock 512,500 1,750,000
Issuance of Series B Convertible
Preferred Stock and Common Stock issued
in connection with the conversion of
Series A Convertible Preferred Stock --- 275,000
Issuance of notes related to acquisitions 10,500,000 ---
Issuance of Common Stock related to acquisition 4,150,000 ---
Issuance of Common Stock as payment of promissory note 1,392,500 231,250
Issuance of Common Stock to vendors as payment
for property, equipment and services rendered 485,000 768,750
DETAILS OF ACQUISITION
Assets acquired 13,062,037 ---
Liabilities assumed (8,322,528) ---
Notes issued (5,500,000) ---
Estimated accruals at time of acquisition (3,600,000) ---
Value of equity issued (4,825,000) ---
Intangible assets acquired 17,114,336 ---
--------------
Cash paid for acquisition 7,928,845 ---
Cash acquired 3,025,858 ---
--------------
Net Cash Paid for Acquisition $4,902,987 ---
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
<PAGE>
A summary of the status of the Company's two stock option plans at December
27, 1998 and December 29, 1997, and changes during the years then ended is
presented in the table and narrative below:
<TABLE>
<CAPTION>
1998 1997
------ -----
<S> <C> <C>
Weighted Weighted
Average Average
Exercise Exercise
Options Price Options Price
---------- ------------- ---------- ------------
Outstanding, beginning of year 888,176 $2.48 564,876 $3.09
Grant 40,000 1.00 413,300 1.78
Exercised --- ---
Forfeited (197,019) 1.93 (90,000) 2.46
Outstanding, end of year 731,157 2.54 888,176 2.48
Exercisable, end of year 503,558 1.93 476,960
Weighted average, fair value of options granted $.63 $.99
</TABLE>
The following table summarizes information about stock options outstanding
at December 27, 1998.
<TABLE>
<CAPTION>
Number Outstanding Weighted Average Number
at December 27, Remaining Weighted Average Exercisable at Weighted Average
Exercise Price 1998 Contractual Life Exercise Price December 27, 1998 Exercise Price
----------------- --------------------------------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C>
$ .77-$ .99 43,784 5.76 $ .85 43,734 $ .85
$1.00-$2.00 514,423 8.27 $1.53 338,280 $1.52
$2.01-$5.50 173,000 7.68 $2.84 121,354 $2.76
--------- --------- -------
731,157 503,558
====== ======
</TABLE>
<PAGE>
Signatures
In accordance with Section 13 or 15(d)of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
New World Coffee - Manhattan Bagel, Inc.
By: /s/ Ramin Kamfar
--------------------------------
Ramin Kamfar
Chief Executive Officer
Dated May , 1999
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Ramin R. Kamfar Chairman of the Board of Directors, Chief
- -------------------------- Executive Officer May ____, 1999
Ramin R. Kamfar
/s/Jerold E. Novack Chief Financial Officer May ____, 1999
- --------------------------
Jerold E. Novack
/s/Ed McCabe Director May ____, 1999
- --------------------------
Ed McCabe
/s/Keith Barket Director May ____, 1999
- --------------------------
Keith Barket
/s/Leonard Tannenbaum Director May ____, 1999
- -----------------------------
Leonard Tannenbaum
/s/Karen Hogan Director May ____, 1999
- ----------------------------
Karen Hogan
</TABLE>
