JENNIFER CONVERTIBLES INC
10-Q, 1999-07-13
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 MAY 29, 1999

                                       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 May
29, 1999: 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 - May 29, 1999
  (Unaudited) and August 29, 1998............................................  2

Comparative Consolidated Statements of Operations
 (Unaudited)   for  the  thirty-nine weeks and thirteen
  weeks ended May 29, 1999 and May 30, 1998 .................................  3

Comparative Consolidated Statements of Cash Flows (Unaudited) for the
 thirty-nine weeks and thirteen weeks ended May 29, 1999 and
 May 30, 1998 ...............................................................  4

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

Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations.................................  7

Part II - Other Information.................................................. 11




<PAGE>
                                 JENNIFER CONVERTIBLES, INC. AND SUBSIDIARIES
                                          Consolidated Balance Sheets
                                     (in thousands, except for share data)
<TABLE>
<CAPTION>

                                             ASSETS
                                                                               May 29, 1999    August 29, 1998
                                                                               ------------    ---------------
                                                                               (unaudited)
<S>                                                                            <C>             <C>
Current assets:
       Cash and cash equivalents                                               $      5,254    $      4,384
       Merchandise inventories                                                        9,221          10,018
       Accounts receivable                                                               67             500
       Due from Private Company and Unconsolidated  Licensees,
          net of reserves of $6,815 and $6,696 at May 29, 1999
          and August 29, 1998                                                         1,436             601
       Prepaid expenses and other current assets                                        396             388
                                                                               ------------    ------------
            Total current assets                                                     16,374          15,891

Store fixtures, equipment and leasehold improvements
     at cost, net                                                                     5,294           6,147

Deferred lease costs and other intangibles, net                                         679             783
Goodwill, at cost, net                                                                  522             535
Other assets (primarily security deposits)                                              673             743
                                                                               ------------    ------------
                                                                               $     23,542    $     24,099
                                                                               ============    ============


                                        LIABILITIES AND (CAPITAL DEFICIENCY)

Current liabilities:
       Accounts payable, trade                                                 $     13,601    $     14,917
       Customer deposits                                                             10,708           6,892
       Accrued expenses and other current liabilities                                 4,373           5,192
                                                                               ------------    ------------
            Total current liabilities                                                28,682          27,001

Deferred rent and allowances                                                          5,197           5,497
Long-term obligations under capital leases                                              105              49
                                                                               ------------    ------------
            Total liabilities                                                        33,984          32,547
                                                                               ------------    ------------


Commitments and contingencies

(Capital Deficiency):
       Preferred stock,  par value $.01 per share
            Authorized 1,000,000 shares
            Series A Convertible Preferred-10,000 issued and outstanding
            at May 29, 1999 and August 29, 1998
            Series B Convertible Preferred-26,664 issued
            and outstanding at May 29, 1999
       Common stock, par value $.01 per share
            Authorized 10,000,000 shares; issued and
            outstanding 5,700,725 shares at May 29,1999
            and August 29, 1998                                                          57              57
       Additional paid in capital                                                    27,821          27,710
       Notes receivable from warrant holders                                           (270)           (270)
       Accumulated (deficit)                                                        (38,050)        (35,945)
                                                                               ------------    ------------
                                                                                    (10,442)         (8,448)
                                                                               ------------    ------------

                                                                               $     23,542    $     24,099
                                                                               ============    ============

                   See accompanying notes to unaudited consolidated financial statements.

                                                     2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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


                                                 Thirteen weeks Thirteen weeks   Thirty-nine weeks     Thirty-nine weeks
                                                    ended          ended              ended                   ended
                                                 May 29, 1999   May 30, 1998       May 29, 1999           May 30, 1998
                                                 -------------- --------------   -----------------     -----------------

<S>                                              <C>            <C>                <C>                     <C>
Net sales                                        $    26,412    $    29,254        $    78,016             $    82,442
                                                 -----------    -----------        -----------             -----------

Cost of sales, including store occupancy,
warehousing, delivery and fabric protection           17,163         19,479             51,514                  55,510

Selling, general and administrative expenses           8,937          8,363             27,352                  25,519

Provision for amounts due from
  Private Company and Unconsolidated Licensees            --            352                119                     596

Loss from store closings                                   9            153                  9                     178

Depreciation and amortization                            420            428              1,252                   1,310
                                                 -----------    -----------        -----------             -----------
                                                      26,529         28,775             80,246                  83,113
                                                 -----------    -----------        -----------             -----------

Operating (loss) income                                 (117)           479             (2,230)                   (671)
                                                 -----------    -----------        -----------             -----------

Other income (expense):
        Royalty income                                    85             95                290                     289
       Interest income                                    44             24                110                      62
      Interest expense                                   (11)          (116)               (98)                   (129)
     Other income, net                                    34             44                102                     160
                                                 -----------    -----------        -----------             -----------
                                                         152             47                404                     382
                                                 -----------    -----------        -----------             -----------

Income (loss) before income taxes                         35            526             (1,826)                   (289)

Income taxes                                              47             62                279                     205

                                                 -----------    -----------        -----------             -----------
Net (loss) income                                ($       12)   $       464        ($    2,105)            ($      494)
                                                 ===========    ===========        ===========             ===========


Basic (loss) income per common share             ($     0.00)   $      0.08        ($     0.37)            ($     0.09)
                                                 ===========    ===========        ===========             ===========


Weighted average number of common shares           5,700,725      5,700,725          5,700,725               5,700,725
                                                 ===========    ===========        ===========             ===========


                      See accompanying notes to unaudited consolidated financial statements.
</TABLE>

                                                         3

<PAGE>
<TABLE>
<CAPTION>
                                       JENNIFER CONVERTIBLES INC. AND SUBSIDIARIES
                                          Consolidated Statements of Cash Flows
                                                (in thousands) (unaudited)

                                                            Thirteen weeks  Thirteen weeks   Thirty-nine weeks  Thirty-nine weeks
                                                                ended           ended             ended             ended
                                                             May 29, 1999    May 30, 1998     May 29, 1999      May 30, 1998
                                                            --------------  --------------   -----------------  -----------------
<S>                                                             <C>              <C>              <C>              <C>
Cash flows from operating activities:
Net (loss) income                                               ($   12)         $   464          ($2,105)         ($  494)
Adjustments to reconcile net (loss) income
  to net cash provided by operating activities:
  Depreciation and amortization                                     420              428            1,252            1,310
  Provision for warranty costs                                       --               --               50               --
  Loss from store closings                                            9              153                9              178
  Deferred rent                                                     (72)             (78)            (300)            (130)
Provision for losses on amounts due from
  Private Company and Unconsolidated Licensees                       --              352              119              596
Changes in operating assets and liabilities:
  (Increase) decrease in merchandise inventories                   (466)          (1,030)             797           (2,297)
  Decrease (increase) in prepaid expenses
           and other current assets                                 152              178               (8)             (14)
  Decrease in accounts receivable                                   373              211              433              788
  (Increase) in due from Private Company
           and Unconsolidated Licensees                            (253)            (789)            (954)          (1,266)
 (Increase) decrease in deferred lease costs
    and other intangibles                                           (30)              --              (29)              16
  Decrease in other assets, net                                       9                7               71               28
  Increase (decrease) in accounts payable trade                   2,415            2,314           (1,316)          (2,721)
  Increase (decrease) in customer deposits                        1,444             (668)           3,816             (877)
  (Decrease) in accrued expenses
           and other payables                                      (183)            (433)            (491)            (560)

                                                                -------          -------          -------          -------
Net cash provided by (used in) operating activities               3,806            1,109            1,344           (5,443)
                                                                -------          -------          -------          -------

Cash flows from investing activities:
  Capital expenditures                                             (119)             (27)            (273)             (95)
                                                                -------          -------          -------          -------
Net cash (used in) investing activities                            (119)             (27)            (273)             (95)
                                                                -------          -------          -------          -------

Cash flows from financing activities:
  Payments of obligations under capital leases                      (72)              38             (201)             (59)
  Sale of Series A Preferred Stock                                   --               --               --            5,000
                                                                -------          -------          -------          -------
Net cash (used in) provided by financing activities                 (72)              38             (201)           4,941
                                                                -------          -------          -------          -------


Net increase (decrease) in cash and cash equivalents              3,615            1,120              870            (597)

Cash and cash equivalents at beginning of period                  1,639            1,688            4,384           3,405
                                                                -------          -------          -------         -------

Cash and cash equivalents at end of period                      $ 5,254          $ 2,808          $ 5,254         $ 2,808
                                                                =======          =======          =======         =======

Supplemental disclosure of cash flow information:

           Income taxes paid during the period                  $    48          $    62          $   279         $   205
                                                                =======          =======          =======         =======

           Interest paid                                        $    11          $   116          $    98         $   129
                                                                =======          =======          =======         =======

Supplemental disclosure of non-cash financing activities:

           Issuance of Series B Preferred Stock-in settlement
              of liability                                           --               --          $   111              --
                                                                =======          =======          =======         =======

                          See accompanying notes to unaudited consolidated financial statements.
</TABLE>

                                                            4
<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (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 May 29, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending  August 28,  1999.  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 29, 1998.

(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:

                                                          5/29/99    8/29/98
                                                          -------    -------
                   Showrooms                              $ 4,061    $ 4,113
                   Warehouses                               5,160      5,905
                                                          -------    -------
                                                          $ 9,221    $10,018
                                                          =======    =======

                   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".


                                       5

<PAGE>


                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (In thousands except for share amounts)


                  SETTLEMENT OF CLASS ACTION LITIGATION

                  On November 30, 1998, the court approved the settlement of the
class  action  litigation.  The  settlement  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.  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 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  cash
settlement.  The  Company  has  issued  26,664  shares of  Series B  Convertible
Preferred Stock to plaintiff attorneys as part of the settlement.

                  PROPOSED SETTLEMENT OF DERIVATIVE LITIGATION

                  As described in prior filings with the Securities and Exchange
Commission,  the  Company  had  entered  into  settlement  agreements  as to the
derivative  litigation,  subject, in the case of certain of such agreements,  to
court approval of such settlement by a certain date. Such court approval was not
obtained by such date. The Company and the Private Company are negotiating  with
respect to a new settlement. There can be no assurance that a settlement will be
reached or as to the terms of such  settlement.  The  ultimate  outcome of these
matters is not presently determinable.

                   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  previously  proposed  settlement  agreements  which  have been
terminated.

                                       6

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (In thousands except for share amounts)



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 OUR 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 THE RISK  FACTORS SET FORTH UNDER THE CAPTION  "RISK  FACTORS" IN OUR
ANNUAL  REPORT ON FORM 10-K FOR THE  FISCAL  YEAR  ENDED  AUGUST  29,  1998.  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:

                   Our sales  decreased  by 5.4% to $78,016 for the  thirty-nine
weeks ended May 29, 1999 as compared to $82,442 for the same period in the prior
year.  Sales for the  thirteen  weeks  ended May 29, 1999  decreased  by 9.7% to
$26,412  from  $29,254  for the same  period in the prior  year.  There were 142
stores in operation as of May 29, 1999  compared to 145 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)  decreased  by 4.0% and 8.3%,
respectively.  These sales  decreases  are mainly  attributable  to the Jennifer
Leather  division that had lower sales on a comparable basis by 13.9% and 26.8%,
respectively,  primarily  because of a manufacturer's  delivery problem which we
believe  will be  corrected  by the end of our fourth  quarter.  Sales were also
adversely impacted by our inability to offer a private label credit card program
from mid February 1999 to mid May 1999.

                  COST OF SALES:


                  THIRTY-NINE WEEKS ENDED MAY 29, 1999:

                  Cost  of  sales  decreased  by  7.2% to  $51,514  (66.0%  as a
percentage of sales) as compared to $55,510 (67.3% as a percentage of sales) for
the same period in the prior year.  The dollar  decrease of $3,996 is  primarily
attributable  to the lower sales  volume.  As a  percentage  of sales,  the 1.3%
decline is primarily  attributable to lower freight costs and fabric  protection
charges from the Private Company of .4% and .2%,  respectively.  Total occupancy
costs declined but such costs increased as a percentage of sales by .6%

                                       7
<PAGE>


                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (In thousands except for share amounts)



due to the lower sales volume.  Net home delivery  income  increased by $270 and
increased as a percentage of sales by .4%.  Warehouse expenses of $3,151 are net
of $750 due to a reduction  negotiated  with the Private Company ($150 per month
effective January 1, 1999) as compared to $4,122 in the prior year.

                  THIRTEEN WEEKS ENDED MAY 29, 1999:

                  Cost of  sales  decreased  by  11.9% to  $17,163  (65.0%  as a
percentage of sales) as compared to $19,479 (66.6% as a percentage of sales) for
the same period in the prior year.  The dollar  decrease of $2,316 is  primarily
attributable to the lower sales volume. Costs of merchandise increased by .7% as
a  percentage  of sales while  freight and fabric  protection  charges  from the
Private  Company  declined by .3% and .1%. Total occupancy costs did not change,
but  increased as a percentage  of sales by 1.2% due to the lower sales  volume.
Net home  delivery  income  increased by $168 and  increased as a percentage  of
sales by .9%.  Warehouse  expenses  of $870  are net of $450 due to a  reduction
negotiated with the Private  Company ($150 per month effective  January 1, 1999)
as compared to $1,411 in the prior year.

                   SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

                   THIRTY-NINE WEEKS ENDED MAY 29, 1999:

                   Selling,  general and  administrative  expenses  were $27,352
(35.1% as a percentage  of sales) as compared to $25,519  (31.0% as a percentage
of sales)  for the  prior  period,  an  increase  of  $1,833 or 7.2%.  The major
components of the increase in expenses were: A) increased legal expenses of $365
in connection  with the derivative  litigation;  B)  advertising  expenses which
increased by $862 principally as a result of a new national  television campaign
that  commenced  January 1, 1999 and C) higher  expenses  for our private  label
credit card program of $207.


                  THIRTEEN WEEKS ENDED MAY 29, 1999:

                  Selling,  general  and  administrative  expenses  were  $8,937
(33.8% as a percentage of sales) as compared to $8,363 (28.6% as a percentage of
sales) for the prior  period,  an  increase  of $574 or 6.9%.  The  increase  in
expenses is primarily due to higher advertising  expenses of $553 as a result of
a new national television campaign that commenced January 1, 1999.

                                       8
<PAGE>


                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (In thousands except for share amounts)

                  Our receivables from the Private Company,  the  Unconsolidated
Licensees  and S.F.H.C.  were $8,251 as of May 29, 1999,  which had increased by
$954 from August 29, 1998. A reserve of $6,815 has been provided at May 29, 1999
and $6,696 at August  29,  1998.  These  entities  have  losses  and/or  capital
deficiencies  and there can be no assurance that the gross  receivables  will be
collected.  It is our  intention  to  continue to fund these  operations  in the
future.  We have  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  will be  generally  recognized  as income  only at the time when cash is
received  from these  entities.  As of July 13, 1999,  $1,197 of the  unreserved
receivables at May 29, 1999 have been paid.

                  LIQUIDITY AND CAPITAL RESOURCES:

                   At  May  29,  1999,  we  had  an  aggregate  working  capital
deficiency of $(12,308) compared to a deficiency of $(11,110) at August 29, 1998
and had  available  cash and cash  equivalents  of $5,254  compared to $4,384 at
August 29, 1998.  This  increase in cash and cash  equivalents  since August 29,
1998  is  due  principally  to  a  significant   increase  in  customer  deposit
liabilities  of $3,816  because  of a  manufacturer's  delivery  problem  in the
leather  division and our inability to offer a private label credit card program
for almost all of the third  quarter.  This  increase has been offset by the net
(loss)  of  $(2,105)  and  higher  receivables  from  the  Private  Company  and
Unconsolidated Licensees of $835.

                  We fund the operations of the LP's, which continue to generate
operating  losses.  All such losses have been  consolidated in our  consolidated
financial  statements.  We have also  continued  to fund the  operations  of the
Private  Company,  the  Unconsolidated  Licensees  (other  than  S.F.H.C.),  and
S.F.H.C.  As of May 29, 1999, the current  receivables  from these entities were
$1,436,  and,  of this  amount,  $1,197 has been paid as of July 13,  1999.  The


                                       9
<PAGE>


                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (In thousands except for share amounts)

balance is expected to be paid shortly.  We have entered into offset  agreements
with the Private  Company that permit the two  companies to offset their current
monthly obligations to each other in excess of a $1,000 credit extended by us to
the Private Company.  As part of such agreements,  the Private Company agreed to
assume certain  liabilities owed to us by the  Unconsolidated  Licensees,  other
than S.F.H.C.

                  We have a Credit and Security Agreement ("Agreement") with our
principal supplier,  Klaussner, which gives us the right to extend payment terms
for merchandise shipped from 60 days to 81 days provided that a late fee of .67%
per month is paid for invoices we pay beyond the normal 60 day terms.  As of May
29, 1999,  there were no amounts due over 60 days. As part of the Agreement,  we
granted a security interest in all of our assets as well as assigning  leasehold
interests,  trademarks  and a license  agreement  to operate our business in the
event of default.

                  On December 11, 1997,  we sold to Klaussner  10,000  shares of
Series A Convertible  Preferred  Stock  ("Preferred  Stock"),  convertible  into
1,424,500  shares of our 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.

                  On November 30, 1998,  the court  approved a settlement of all
the class actions  pending  against us. The cash portion of the  settlement  has
been funded entirely by insurance company proceeds.

                  In May 1999,  we issued a $200 standby  letter of credit to an
institution that provides our new private label credit card program. Such letter
of credit is secured by $200 on deposit  with our bank.  Our new  private  label
credit card program requires us to issue an additional $1,000 in standby letters
of credit on various dates to May 29, 2000. The Private Company is participating
in this  program  and has  provided  $50 of the $200  referred  to above and has
agreed to  provide  25% of all cash  needed to fund  future  standby  letters of
credit.  Such  letters of credit  will be  terminated  when we  achieve  certain
specified levels of profitability.

                  In fiscal 1998 and 1997,  we and the LP's closed an  aggregate
of six  stores.  In the thirty  nine weeks ended May 29,  1999,  two  additional
stores  were  closed.  A number of such  closings  were due to our  decision  to
combine  separate  Jennifer  Convertibles and Jennifer Leather stores located in
the same geographic  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.

                                       10
<PAGE>


                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                  For the Thirty-Nine Weeks Ended May 29, 1999
                     (In thousands except for share amounts)


                  We anticipate a net loss for fiscal 1999 with  approximately a
break-even cash flow. With the Credit and Security Agreement with Klaussner,  in
the  opinion  of  management,  we will  have  adequate  cash  flow  to fund  our
operations.





                           JENNIFER CONVERTIBLES, INC.

                                     PART II

                                OTHER INFORMATION




ITEMS 1. through 5.  NOT APPLICABLE.

ITEM  6.   (a) None

           (b) During the  quarter  ended May 29,  1999,  the  Company  filed no
Current Reports on Form 8-K.


                                       11


<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.


  July 13, 1999               By: /s/ HARLEY J. GREENFIELD
                                  ----------------------------------------------
                                      Harley  J. Greenfield, Chairman of the
                                      Board and Chief Executive Officer



  July 13, 1999               By: /s/ GEORGE J. NADEL
                                  ----------------------------------------------
                                      George J. Nadel, Executive Vice President,
                                      Chief Financial Officer and Treasurer
                                      (Principal Financial and Accounting
                                      Officer)

                                       12


<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-28-1999
<PERIOD-START>                                   FEB-28-1999
<PERIOD-END>                                     MAY-29-1999
<EXCHANGE-RATE>                                            1
<CASH>                                             5,254,000
<SECURITIES>                                               0
<RECEIVABLES>                                         67,000
<ALLOWANCES>                                               0
<INVENTORY>                                        9,221,000
<CURRENT-ASSETS>                                  16,374,000
<PP&E>                                            13,988,000
<DEPRECIATION>                                     8,694,000
<TOTAL-ASSETS>                                    23,542,000
<CURRENT-LIABILITIES>                             28,682,000
<BONDS>                                                    0
                                      0
                                              367
<COMMON>                                              57,000
<OTHER-SE>                                       (10,499,367)
<TOTAL-LIABILITY-AND-EQUITY>                      23,542,000
<SALES>                                           26,412,000
<TOTAL-REVENUES>                                  26,412,000
<CGS>                                             17,163,000
<TOTAL-COSTS>                                     26,529,000
<OTHER-EXPENSES>                                           0
<LOSS-PROVISION>                                           0
<INTEREST-EXPENSE>                                    11,000
<INCOME-PRETAX>                                       35,000
<INCOME-TAX>                                          47,000
<INCOME-CONTINUING>                                  (12,000)
<DISCONTINUED>                                             0
<EXTRAORDINARY>                                            0
<CHANGES>                                                  0
<NET-INCOME>                                         (12,000)
<EPS-BASIC>                                           0.00
<EPS-DILUTED>                                           0.00


</TABLE>


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