JENNIFER CONVERTIBLES INC
10-Q, 1998-01-13
FURNITURE STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q



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



                For the quarterly period ended NOVEMBER 29, 1997

                                       or

                       THE SECURITIES EXCHANGE ACT OF 1934
            / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from ------ to ------


                          Commission file number  1-9681
                                                  -------

                          JENNIFER CONVERTIBLES, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        DELAWARE                                 11-2824646
- --------------------------------------------------------------------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                  Identification No.)

419 CROSSWAYS PARK DRIVE, WOODBURY, NEW YORK          11797
- --------------------------------------------------------------------------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code  (516) 496-1900
                                                    --------------

Indicate by check mark 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  preceding 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
                   ---                                 ---

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares outstanding of the issuer's common stock as
of November 29, 1997:  5,700,725

<PAGE>

                  JENNIFER CONVERTIBLES, INC. AND SUBSIDIARIES

                   Index to Consolidated Financial Statements


Part I - Financial Information

Item I - Financial Statements


Consolidated Balance Sheets - November 29, 1997
  (Unaudited) and August 30, 1997.............................. 2

Comparative Consolidated Statements of Operations
for the thirteen weeks ended November 29, 1997 and
November 30, 1996 (Unaudited).................................. 3

Comparative Consolidated Statements of Cash Flows
for the thirteen weeks ended November 29, 1997
and November 30, 1996 (Unaudited).............................. 4

Notes to Unaudited Consolidated Financial Statements........... 5

Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations....................9

Part II - Other Information....................................13



<PAGE>
<TABLE>
<CAPTION>

                  JENNIFER CONVERTIBLES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                        (In thousands, except share data)

ASSETS
                                                            November 29, 1997        August 30, 1997
                                                            -----------------        ---------------
                                                               (unaudited)
<S>                                                              <C>                     <C>     
Current assets:
   Cash and cash equivalents                                     $  3,205                $  3,405
   Merchandise inventories                                          9,582                   7,943
   Accounts receivable                                              2,001                   1,149
   Due from Private Company and Unconsolidated Licensees, net
    of reserves of $6,898 and $6,898 at November 29, 1997
    and August 30, 1997                                               651                      --
   Prepaid expenses and other current assets                          241                     477
                                                                 --------                --------
         Total current assets                                      15,680                  12,974

Store fixtures, equipment and leasehold improvements
  at cost, net                                                      7,320                   7,669


Deferred lease costs and other intangibles, net                       934                   1,001
Goodwill, at cost, net                                                549                     553
Other assets (primarily security deposits)                            791                     801
                                                                 --------                --------
                                                                 $ 25,274                $ 22,998
                                                                 ========                ========

LIABILITIES AND (CAPITAL DEFICIENCY)

Current liabilities:
   Accounts payable, trade                                       $ 19,093                $ 16,614
   Customer deposits                                                9,670                   8,841
   Accrued expenses and other current liabilities                   4,026                   4,777
                                                                 --------                --------
         Total current liabilities                                 32,789                  30,232

Deferred rent and allowances                                        5,698                   5,712
Long-term obligations under capital leases                            384                     421
                                                                 --------                --------
         Total liabilities                                         38,871                  36,365
                                                                 --------                --------
Commitments and contingencies

(Capital Deficiency):
    Preferred stock, par value $.01 per
       share. Authorized 1,000,000 shares;
       no shares issued                                                --                      --
    Common stock, par value $.01 per share
         Authorized 10,000,000 shares; issued and
         outstanding 5,700,725 shares at November 29, 1997
         and August 30, 1997                                           57                      57
    Additional paid in capital                                     22,911                  22,911
    Notes receivable from warrant holders                            (300)                   (300)
    Accumulated (deficit)                                         (36,265)                (36,035)
                                                                 --------                --------
                                                                  (13,597)                (13,367)
                                                                 --------                --------
                                                                 $ 25,274                $ 22,998
                                                                 ========                ========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>

                  JENNIFER CONVERTIBLES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                        (In thousands, except share data)
                                   (unaudited)



                                                 Thirteen weeks        Thirteen weeks
                                                     ended                 ended
                                                November 29, 1997     November 30, 1996
                                                -----------------     -----------------
<S>                                              <C>                      <C>        
Net sales                                        $    27,907              $    27,767
                                                 -----------              -----------

Cost of sales, including store occupancy,
 warehousing, delivery and fabric protection          18,773                   18,704

Selling, general and administrative expenses           9,015                    9,232

Depreciation and amortization                            440                      460
                                                 -----------              -----------
                                                      28,228                   28,396
                                                 -----------              -----------
Operating (loss)                                        (321)                    (629)
                                                 -----------              -----------

Other income (expense):
 Royalty income                                          101                       94
 Interest income                                          23                       22
 Interest expense                                         (8)                      (9)
 Other income, net                                        63                      120
                                                 -----------              -----------
                                                         179                      227
                                                 -----------              -----------

(Loss) before income taxes                              (142)                    (402)

Income taxes                                              88                       49
                                                 -----------              -----------
Net (loss)                                       $      (230)             $      (451)
                                                 ===========              ===========


Net (loss) per common share                      $     (0.04)             $     (0.08)
                                                 ===========              ===========

Weighted average number of common shares           5,700,725                5,700,725
                                                 ===========              ===========
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                        3

<PAGE>
<TABLE>
<CAPTION>


                   JENNIFER CONVERTIBLES INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                           (in thousands) (unaudited)


                                                           Thirteen weeks       Thirteen weeks
                                                                ended               ended
                                                          November 29, 1997     November 30, 1996
                                                          -----------------     -----------------
<S>                                                           <C>                 <C>     
Cash flows from operating activities:
Net (loss)                                                    $  (230)            $  (451)
Adjustments to reconcile net (loss)
  to net cash provided by operating activities:
  Depreciation and amortization                                   440                 460
  Deferred rent                                                   (14)                (22)
  Changes in operating assets and liabilities:
    (Increase) in merchandise inventories                      (1,639)               (110)
    Decrease in prepaid expenses and other current assets         236                 212
    (Increase) decrease in accounts receivables                  (852)                581
    (Increase) in due from Private Company
      and Unconsolidated Licensees                               (651)                 --
    Decrease in other assets, net                                  10                 154
    Increase in accounts payable trade                          2,479                 810
    Increase (decrease) in customer deposits                      829                (284)
    (Decrease) in accrued expenses
      and other payables                                         (731)             (1,719)
                                                              -------             -------
Net cash (used in) operating activities                          (123)               (369)
                                                              -------             -------
Cash flows from investing activities:
Capital expenditures                                              (25)               (234)
(Increase) in deferred lease costs
    and other intangibles                                         (15)                (44)
                                                              -------             -------
Net cash (used in) investing activities                           (40)               (278)
                                                              -------             -------
Cash flows from financing activities:
Payments of obligations under capital leases                      (37)                135
                                                              -------             -------
Net cash (used in) provided by financing activities               (37)                135
                                                              -------             -------

Net (decrease) in cash and cash equivalents                      (200)               (512)

Cash and cash equivalents at beginning of period                3,405               3,600
                                                              -------             -------

Cash and cash equivalents at end of period                    $ 3,205             $ 3,088
                                                              =======             =======

Supplemental disclosure of cash flow information:

    Income taxes paid during the period                       $    88             $    49
                                                              =======             =======
    Interest paid                                             $     8             $     9
                                                              =======             =======
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                        4
<PAGE>

                  JENNIFER CONVERTIBLES, INC. AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements

                 For the Thirteen Weeks Ended November 29, 1997
                    (In thousands except for share amounts)


(1)         BASIS OF PRESENTATION

            The  accompanying  unaudited  consolidated  financial  statements of
Jennifer  Convertibles,  Inc.  and  subsidiaries  (the  "Company")  and  certain
licensees have been prepared in accordance  with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Due to many factors inherent in the retail
industry,  the operating  results for the interim period ended November 29, 1997
are not necessarily  indicative of the results that may be expected for the year
ending  August 29,  1998.  For further  information,  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  Annual
Report on Form 10-K for the year ended August 30, 1997.

(2)          MERCHANDISE INVENTORIES

             Merchandise inventories are stated at the lower of cost (determined
on the first-in,  first-out  method) or market and are  physically  located,  as
follows:

                                                    11/29/97    8/30/97
                                                    --------    -------
             Showrooms                               $4,037      $4,271
             Warehouses                               5,545       3,672
                                                     ------      ------
                                                     $9,582      $7,943

             Vendor discounts and allowances in respect to merchandise purchased
by the Company are included as a reduction of inventory and cost of sales.

(3)          COMMITMENTS, CONTINGENCIES AND OTHER MATTERS

             CLASS ACTION AND DERIVATIVE ACTION LAWSUITS

             Between  December  6, 1994 and  January 5, 1995,  the  Company  was
served with eleven class action  complaints and six derivative  action  lawsuits
which deal with losses  suffered  as a result of the decline in market  value of
the Company's  stock as well as the Company  having "issued false and misleading
statements regarding future growth prospects,  sales,  revenues and net income".
The ultimate outcome of these matters is not presently determinable (see below).

                                       5

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                 For the Thirteen Weeks Ended November 29, 1997
                     (In thousands except for share amounts)


             PROPOSED SETTLEMENT OF DERIVATIVE LITIGATION

             In March 1996,  the Company  signed a Memorandum  of  Understanding
("Derivative  Memorandum")  for  the  purpose  of  settling  all of  the  claims
involving those parties in the derivative litigation.  The Derivative Memorandum
is subject to a settlement of all claims against the Company, its present and/or
former   officers,    directors,    certain    accountants,    consultants   and
representatives,  the Private  Company,  its  present  and/or  former  officers,
directors,  employees,  accountants,  consultants and/or representatives and the
discontinuance  of the class action  litigation  presently  pending.  It also is
conditioned pupon mutual releases  between the Company and the Private  Company.
Attorney's fees will be funded by an insurance carrier for one of the defendants
other than the Company for $500.  The Private  Company will pay $165 in cash and
the Company will pay the  remaining  portion of fees and expenses in  "Preferred
Stock".  The  Preferred  Stock will have an aggregate  value of $130,  paying an
annual  dividend of 7% and  convertible  into Common  Stock (at such time as the
Company's  Common Stock trades at $7.00 per share or higher) at $7.00 per share.
This  settlement is subject to final court  approval.  In  accordance  with FASB
Statement No. 5, the $130 value of the  Preferred  Stock had been accrued in the
fiscal year ended August 26, 1995 as part of estimated settlement costs.

             A group of shareholders  claiming to own approximately  8.5% of the
outstanding  shares of the  Company  have filed (as a group)  objections  to the
fairness of the settlement in the Derivative Memorandum. The group has requested
deposition  and document  discovery in advance of any hearing on the fairness of
the  settlement,  and the Company has  provided  some  document  and  deposition
discovery  voluntarily.  However,  the group of objectors  has made a motion for
additional discovery which the Company has opposed. The motion is still pending.

             PROPOSED SETTLEMENT OF CLASS ACTION LITIGATION

             In March 1996,  the  Company  and the  parties in the class  action
litigation signed a Memorandum of Understanding  ("Class  Memorandum")  which is
subject to a  Stipulation  of  Settlement to be submitted to the court for final
approval.  The Class  Memorandum  provides  that  settlement of the class action
litigation is contingent upon final court approval of the proposed settlement of
the derivative litigation referred to above.

                                       6
<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                 For the Thirteen Weeks Ended November 29, 1997
                     (In thousands except for share amounts)


             The Class Memorandum provides for the payment to certain members of
the class and their  attorneys of an aggregate  maximum amount of $7,000 in cash
and  Preferred  Stock  having a value of $370.  (Terms  and  conditions  of such
Preferred Stock are described above.) The cash portion of the settlement will be
funded entirely by insurance company proceeds. In accordance with FASB Statement
No. 5, the $370 value of the Preferred Stock had been accrued in the fiscal year
ended August 26, 1995.

             The proposed  settlement of the class action litigation is a claims
made  settlement.  All claimants who purchased the Company's Common Stock during
the period  from  December 9, 1992  through  December 2, 1994 and who held their
stock  through  December  2,  1994,  will  be  entitled  to  participate  in the
settlement.

             PROPOSED SETTLEMENT WITH THE PRIVATE COMPANY

             The Company signed an agreement  ("Settlement  Agreement") with the
Private  Company  subject to court approval and settlement of the derivative and
class action litigation.  The Settlement Agreement restructures the relationship
between the Private Company and the Company in order to reduce and eliminate any
alleged actual or potential conflicts of interest.

              The Settlement  Agreement  provides,  among other things,  for (i)
certain  changes  in  the  billing  rates  and  arrangements   with  respect  to
warehousing,  fabric protection and freight,  (ii) the turnover of the warehouse
to the Company in January 1999,  (iii) the assignment by the Private  Company to
the Company, for no consideration, of limited partnership interests and stock of
licensees  owning 55 licensed  Jennifer  Convertibles  stores,  and (iv) for the
payment,  or offset,  of certain amounts owing (a) by the Company to the Private
Company and (b) by the  Private  Company  and  certain  licensees  for which the
Private Company has assumed  responsibility to the Company. The Company believes
the effective  date of such changes will be the date court approval is obtained.
The  Private  Company  has stated that the  effective  date is March  1996.  The
Company believes this claim is without merit and has not provided for any losses
that may  accrue  as a result of this  assertion  which  approximates  $1,400 at
November  29,  1997.  For  a  more  complete  description  of  the  contemplated
Settlement  Agreement,  see the  Company's  Annual  Report  on Form 10-k for the
fiscal year ended August 30, 1997 under the caption "Legal Proceedings."

                                       7

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                 For the Thirteen Weeks Ended November 29, 1997
                     (In thousands except for share amounts)


             SECURITIES AND EXCHANGE COMMISSION INVESTIGATION

             On December 9, 1994,  the Company was advised  that the  Securities
and Exchange Commission (SEC) was conducting an inquiry of the Company's affairs
"to  determine  whether  there have been  violations  of the federal  securities
laws". The SEC requested that the Company  voluntarily provide certain documents
in connection with its December 2, 1994 press release "concerning the adjustment
in the valuation of certain  subsidiaries on the Company's balance sheet". Since
that  date,  the SEC has also  requested  the  Final  Report of  Counsel  to the
Independent Committee of the Board of Directors and the November 22, 1994 letter
from a director of the Company to the President (as more fully described above).
Additionally,  the SEC  requested  the  "responses"  to these  documents and the
Company  furnished  them with the "Response of Harley  Greenfield to the January
26, 1995 Final Report of Counsel to the Independent  Committee"  dated March 10,
1995 and the "Response of Jerome I.  Silverman to the letter dated  November 22,
1994 from Michael Colnes to Harley Greenfield" dated April 3, 1995.

             On May 3, 1995 the SEC  commenced a formal  investigation  into the
affairs of the Company. Subpoenas have been issued to the Company and certain of
its current and former  management to furnish  various  contracts and accounting
records which have been complied with. The outcome of the SEC  investigation  is
not presently determinable.

                                       8
<PAGE>


Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

            RESULTS OF OPERATIONS:

             EXCEPT  FOR   HISTORICAL   INFORMATION   CONTAINED   HEREIN,   THIS
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS" CONTAINS FORWARD-LOOKING  STATEMENTS WITHIN  THE MEANING OF THE U.S.
PRIVATE SECURITIES  LITIGATION REFORM ACT OF 1995, AS AMENDED.  THESE STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS AND  UNCERTAINTIES  THAT MAY CAUSE THE COMPANY'S
ACTUAL RESULTS OR OUTCOME TO BE MATERIALLY  DIFFERENT  FROM ANY FUTURE  RESULTS,
PERFORMANCE  OR  ACHIEVEMENTS  EXPRESSED  OR  IMPLIED  BY SUCH  FORWARD  LOOKING
STATEMENTS.  FACTORS  THAT MIGHT  CAUSE SUCH  DIFFERENCES  INCLUDE,  BUT ARE NOT
LIMITED TO RISK FACTORS SUCH AS  UNCERTAINTY AS TO THE OUTCOME OF THE LITIGATION
CONCERNING THE COMPANY, FACTORS AFFECTING THE FURNITURE INDUSTRY GENERALLY, SUCH
AS THE  COMPETITIVE  AND MARKET  ENVIRONMENT,  AND MATTERS  WHICH MAY AFFECT THE
COMPANY'S  SUPPLIERS OR THE PRIVATE  COMPANY.  IN ADDITION TO  STATEMENTS  WHICH
EXPLICITLY  DESCRIBE  SUCH  RISKS  AND  UNCERTAINTIES,  INVESTORS  ARE  URGED TO
CONSIDER  STATEMENTS  LABELED WITH THE TERMS  "BELIEVES,"  "BELIEF,"  "EXPECTS,"
"INTENDS," "PLANS" OR "ANTICIPATES" TO BE UNCERTAIN AND FORWARD-LOOKING.

            NET SALES:

            The  Company's  sales  increased  by .5% to $27,907 for the thirteen
weeks ended  November 29, 1997 as compared to $27,767 for the same period in the
prior year.  There were 147 stores in operation as of November 29, 1997 compared
to 150  stores at the end of the prior year  fiscal  quarter.  Comparable  store
sales (those open for the entire  period in the current and prior year  periods)
increased by 1.4%.

            COST OF SALES:

            Cost of sales increased by .4% to $18,773,  67.3% as a percentage of
sales,  as compared to $18,704,  67.4% as a  percentage  of sales,  for the same
period in the prior  year.  The dollar  increase  of $69 is  affected by various
components.  Merchandise costs increased by 2.7% as a percentage of sales due to
lower selling prices on certain product lines. Freight costs declined by .2% and
higher  delivery  income of .5%  partially  offset the  increase in  merchandise
costs.  Total occupancy costs did not change.  Higher costs for customer repairs
were  offset by vendor  allowances  for  repairs  from the  Company's  principal
supplier  which  resulted in a 1.2% decline as a percentage of sales.  Warehouse
expenses  of $1,395,  fabric  protection  services  of $663 and  freight of $794
provided by the Private Company compared to $1,392, $746 and $855, respectively,
from the previous year.

                                        9
<PAGE>

             SELLING, GENERAL AND ADMINISTRATIVE AND OTHER EXPENSES:

             Selling,  general and administrative expenses were $9,015, 32.3% as
a percentage  of sales,  as compared to $9,232,  33.2% as a percentage of sales,
for the prior period, a decrease of $217 or 2.4%. Part of the percentage decline
in expenses was caused by maintaining salaries at prior year levels resulting in
a .3% percentage of sales decline.  Advertising  expenses declined by $309 (1.2%
as a percentage of sales)  because of a change in the mix of programs.  Included
in selling,  general and administrative  expenses are credit adjustments related
to cancelled  customer orders of $130 (.5% as a percentage of sales) compared to
$219 (.8% as a percentage of sales) in the prior year period.  Also included are
$129 (.5% as a percentage of sales) of new costs in connection  with an enhanced
private label credit card program started in the current fiscal year.

             The   Company's   receivables   from  the  Private   Company,   the
Unconsolidated  Licensees and S.F.H.C. were $7,549 as of November 29, 1997 which
had increased by $651 from August 30, 1997. At August 30, 1997,  the Company had
provided a reserve for the full amount due from these entities of $6,898.  These
entities have losses and\or capital  deficiencies  and there can be no assurance
that the gross receivables will be collected.  It is the Company's  intention to
continue to fund these  operations in the future.  The Company has accounted for
transactions with these entities on an offset basis. If the result of the offset
is a receivable due from them, then such net amount was previously  reserved for
and generally  recognized as income only at the time when cash was received from
these entities. As of January 9, 1998, the increased receivables of $651 for the
thirteen  weeks ended  November  29, 1997 have been paid and no reserve has been
provided.

             LIQUIDITY AND CAPITAL RESOURCES:

             At November 29, 1997, the Company had an aggregate  working capital
deficiency of $(17,109) compared to a deficiency of $(17,258) at August 30, 1997
and had  available  cash and cash  equivalents  of $3,205  compared to $3,405 at
August 30, 1997.  This decrease since August 30, 1997 is due  principally to the
net (loss) of $(230).

                                       10
<PAGE>

             The Company is continuing to fund the operations of the LP's which,
as described above,  continue to generate operating losses. All such losses have
been  consolidated  in the  Company's  consolidated  financial  statements.  The
Company's  receivables from the Private Company,  the  Unconsolidated  Licensees
(other than S.F.H.C.),  and S.F.H.C., which had been fully reserved for in prior
years,  increased by $651 and have been fully paid by January 9, 1998. It is the
Company's  intention  to continue to fund these  operations  in the future.  The
Company and the Private Company have entered into offset  agreements that permit
the two companies to offset their current  obligations to each other. As part of
such agreements,  the Private Company agreed to assume certain  liabilities owed
to the Company by the Unconsolidated Licensees, other than S.F.H.C..

            In March 1996, the Company executed a Credit and Security  Agreement
("Agreement") with its principal supplier, Klaussner which gives the Company the
right to extend payment terms for  merchandise  shipped from 60 days to 81 days.
As of November  29,  1997,  the amount owed that  exceeded  terms was $833 for 7
days.  Klaussner  has waived the default  provisions in the Agreement as to such
violations. As part of the Agreement, the Company granted a security interest in
all of its assets as well as assigning  leasehold  interests,  trademarks  and a
licensee agreement to operate the Company's business in the event of default.

            On December 11, 1997, the Company sold to Klaussner 10,000 shares of
Series A Convertible  Preferred  Stock  ("Preferred  Stock"),  convertible  into
1,424,500  shares of the  Company's  Common  Stock for $5,000.  These shares are
non-voting,  have a  liquidation  preference  of $5,000 and do not pay dividends
(except if declared on the Common Stock). The Preferred Stock is not convertible
until September 1, 1999, or earlier under certain circumstances (e.g. if another
person or group  acquires 12.5% or more of the Common Stock or there are certain
changes  in  management  or the  Board  of  Directors),  and  has  other  rights
associated  with it.  In  addition,  the  Credit  and  Security  Agreement  with
Klaussner  was modified to include a late fee of .67% per month for invoices the
Company pays beyond the normal 60 day terms.

                                       11
<PAGE>

             In  September  and November  1997,  the Company  opened  letters of
credit in favor of an Italian supplier of leather furniture  aggregating  $1,350
by depositing  these funds into an interest  bearing money market  account.  The
supplier  draws down on these  letters of credit as  shipments  are made.  These
letters of credit expire over various dates to June 30, 1998. As of November 29,
1997, $1,128 of these credits remain outstanding.

            The Company does not currently have any  traditional  bank financing
and there can be no assurance such financing will be available in the future.

            The  proposed   settlement  of  the   derivative  and  class  action
litigations (as described  elsewhere) will come from insurance  company payments
and the issuance of new Preferred Stock by the Company. If approved,  there will
be no cash outlays by the Company  other than legal costs.  Additionally,  a new
proposed  agreement  with the Private  Company (as described in the Notes to the
Consolidated  Financial  Statements)  contemplates  significant  changes  to the
operating relationship between the companies.

            In  fiscal  1996  and  1995,  the  Company  and the LP's  closed  an
aggregate of 40 stores.  In fiscal 1997,  three  additional  stores were closed.
Several were closed for non-performance,  but a number of such closings were due
to the Company's decision to combine separate Jennifer Convertibles and Jennifer
Leather stores located in the same demographic areas into one store. The primary
benefit of combining  both  operations  into one store was an elimination of the
real estate  expenses and other expenses  associated  with the closed  showroom.
Additional  benefits realized included  reductions of personnel and, in a number
of cases,  elimination  of  duplicate  office  equipment  and  telephone  lines.
Although combining two stores into one store generally reduces sales, management
believes  that sales at the combined  store will generate more profit due to the
elimination or reduction of expenses described above.

            The Company anticipates losses for fiscal 1998. However, as a result
of the Credit and  Security  Agreement  with  Klaussner  and the $5,000  sale of
Preferred  Stock to Klaussner on December 11, 1997, the Company,  in the opinion
of  management,  will have  adequate  cash flow to fund its  operations  for the
current fiscal year.

                                       12

<PAGE>


                           JENNIFER CONVERTIBLES, INC.

                                     PART II

                                OTHER INFORMATION



ITEMS 1. through 5.  NOT APPLICABLE.

ITEM  6.   (a)  EXHIBIT 11.1 - STATEMENT RE: COMPUTATION OF
                              NET (LOSS) PER SHARE

           (b)  REPORTS ON FORM 8-K - NONE


     During the quarter  ended  November  29, 1997 the Company  filed no Current
Reports on Form 8-K.


                                       13

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

                                   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.



                                      JENNIFER CONVERTIBLES, INC.


January 13, 1998                      By: /s/ HARLEY J. GREENFIELD
                                          -------------------------------------
                                             Harley J. Greenfield,
                                      Chairman of the Board and Chief
                                      Executive Officer



January 13, 1998                      By: /s/ GEORGE J. NADEL
                                          -------------------------------------
                                      George J. Nadel, Executive Vice President
                                      Chief Financial Officer and Treasurer
                                      (Principal Financial and Accounting
                                      Officer)


                                       14


                                                                    EXHIBIT 11.1


                   JENNIFER CONVERTIBLES INC. AND SUBSIDIARIES
                STATEMENT RE: COMPUTATION OF NET (LOSS) PER SHARE
          THIRTEEN WEEKS ENDED NOVEMBER 29, 1997 AND NOVEMBER 30, 1996
                      (in thousands, except per share data)


                                            Primary
                                      --------------------
                                      Thirteen weeks ended
                                        November 29, 1997   November 30, 1996
                                      --------------------  -----------------
                                          (unaudited)          (unaudited)
 
                                                       
Net (loss)                                  $  (230)            $  (451)
                                            -------             ------- 



Common shares outstanding                     5,701               5,701
                                            =======             ======= 



Net (loss) per common share                 $ (0.04)            $ (0.08)
                                            =======             ======= 



<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000806817
<NAME>                        Jennifer Convertibles, Inc.
<MULTIPLIER>                                   1
<CURRENCY>                                     USD
       
<S>                             <C>
<PERIOD-TYPE>                          3-MOS
<FISCAL-YEAR-END>                AUG-29-1998
<PERIOD-START>                   AUG-31-1997
<PERIOD-END>                     NOV-29-1997
<EXCHANGE-RATE>                            1
<CASH>                             3,205,000
<SECURITIES>                               0
<RECEIVABLES>                      2,652,000
<ALLOWANCES>                               0
<INVENTORY>                        9,582,000
<CURRENT-ASSETS>                  15,680,000
<PP&E>                            14,073,000
<DEPRECIATION>                     6,753,000
<TOTAL-ASSETS>                    25,274,000
<CURRENT-LIABILITIES>             32,789,000
<BONDS>                                    0
                      0
                                0
<COMMON>                              57,000
<OTHER-SE>                       (13,654,000)
<TOTAL-LIABILITY-AND-EQUITY>      25,274,000
<SALES>                           27,907,000
<TOTAL-REVENUES>                  27,907,000
<CGS>                             18,773,000
<TOTAL-COSTS>                     28,228,000
<OTHER-EXPENSES>                           0
<LOSS-PROVISION>                           0
<INTEREST-EXPENSE>                     8,000
<INCOME-PRETAX>                     (142,000)
<INCOME-TAX>                          88,000
<INCOME-CONTINUING>                 (230,000)
<DISCONTINUED>                             0
<EXTRAORDINARY>                            0
<CHANGES>                                  0
<NET-INCOME>                        (230,000)
<EPS-PRIMARY>                          (0.04)
<EPS-DILUTED>                          (0.04)
        

</TABLE>


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