JENNIFER CONVERTIBLES INC
10-Q, 1999-04-12
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 February 27, 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
February 27, 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 - February 27, 1999
       (Unaudited) and August 29, 1998.............................. 2

     Comparative Consolidated Statements of Operations
       (Unaudited) for the twenty-six weeks and
       thirteen weeks ended February 27, 1999 and
       February 28,1998 ............................................ 3

     Comparative Consolidated Statements of Cash Flows
       (Unaudited) for the twenty-six weeks and
       thirteen weeks ended February 27, 1999 and
       February 28,1998 ............................................ 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

                                       1

<PAGE>
<TABLE>
<CAPTION>

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


                                                  ASSETS

                                                                        February 27, 1999  August 29, 1998
                                                                        -----------------  ---------------
                                                                             (unaudited)
<S>                                                                          <C>             <C>         
Current assets:
       Cash and cash equivalents                                             $      1,639    $      4,384
       Merchandise inventories                                                      8,755          10,018
       Accounts receivable                                                            440             500
       Due from Private Company and
       Unconsolidated Licensees, current portion                                    1,183             601
       Prepaid expenses and other current assets                                      548             388
                                                                             ------------    ------------
            Total current assets                                                   12,565          15,891


Due from Private Company and Unconsolidated  Licensees, net
   of reserves of $6,815 at February 27, 1999 and $6,696
   at August 29, 1998                                                                  --              --


Store fixtures, equipment and leasehold improvements
     at cost, net                                                                   5,567           6,147

Deferred lease costs and other intangibles, net                                       691             783
Goodwill, at cost, net                                                                527             535
Other assets (primarily security deposits)                                            682             743
                                                                             ------------    ------------
                                                                             $     20,032    $     24,099
                                                                             ============    ============


                                      LIABILITIES AND (CAPITAL DEFICIENCY)

Current liabilities:
       Accounts payable, trade                                               $     11,186    $     14,917
       Customer deposits                                                            9,264           6,892
       Accrued expenses and other current liabilities                               4,566           5,192
                                                                             ------------    ------------
            Total current liabilities                                              25,016          27,001

Deferred rent and allowances                                                        5,269           5,497
Long-term obligations under capital leases                                            177              49
                                                                             ------------    ------------
            Total liabilities                                                      30,462          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 February 27, 1999 and August 29, 1998                   --              --
       Series B Convertible Preferred-26,664 issued
            and outstanding at February 27, 1999                                       --              --
       Common stock, par value $.01 per share
            Authorized 10,000,000 shares; issued and
            outstanding 5,700,725 shares at February 27, 1999
            and August 29, 1998                                                        57              57
       Additional paid in capital                                                  27,821          27,710
       Notes receivable from warrant holders                                         (270)           (270)
       Accumulated (deficit)                                                      (38,038)        (35,945)
                                                                             ------------    ------------
                                                                                  (10,430)         (8,448)
                                                                             ------------    ------------

                                                                             $     20,032    $     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    Twenty-six weeks   Twenty-six weeks
                                                     ended            ended             ended              ended
                                              February 27, 1999 February 28, 1998  February 27, 1999  February 28, 1998
                                              ----------------- -----------------  -----------------  -----------------
<S>                                               <C>               <C>               <C>                <C>        
Net sales                                         $    23,230       $    25,281       $    51,604        $    53,188
                                                  -----------       -----------       -----------        -----------

Cost of sales, including store occupancy,
warehousing, delivery and fabric protection            15,621            17,258            34,351            36,031

Selling, general and administrative expenses            8,529             8,141            18,415            17,156

Provision for amounts due from
   Private Company and Unconsolidated Licensees           119               244               119               244


Loss from store closings                                   --                25                --                25

Depreciation and amortization                             411               442               832               882
                                                  -----------       -----------       -----------       -----------
                                                       24,680            26,110            53,717            54,338
                                                  -----------       -----------       -----------       -----------

Operating (loss)                                       (1,450)             (829)           (2,113)           (1,150)
                                                  -----------       -----------       -----------       -----------

Other income (expense):
        Royalty income                                     98                93               205               194
       Interest income                                     19                15                66                38
       Interest expense                                   (36)               (5)              (87)              (13)
       Other income, net                                   10                53                68               116
                                                  -----------       -----------       -----------       -----------
                                                           91               156               252               335
                                                  -----------       -----------       -----------       -----------

(Loss) before income taxes                             (1,359)             (673)           (1,861)             (815)

Income taxes                                              108                55               232               143

                                                  -----------       -----------       -----------       -----------
Net (loss)                                            ($1,467)            ($728)          ($2,093)            ($958)
                                                  ===========       ===========       ===========       ===========


Basic (loss) per common share                          ($0.26)           ($0.13)           ($0.37)           ($0.17)
                                                  ===========       ===========       ===========       ===========



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     Twenty-six weeks    Twenty-six weeks
                                                               ended           ended                ended              ended
                                                         February 27, 1999 February 28, 1998  February 27, 1999   February 28, 1998
                                                         ----------------- -----------------  -----------------   -----------------
<S>                                                           <C>             <C>                 <C>                <C>     
Cash flows from operating activities:
Net (loss)                                                    ($1,467)        ($  728)            ($2,093)           ($  958)
Adjustments to reconcile net (loss)
  to net cash provided by operating activities:
Depreciation and amortization                                     411             442                 832                882
Provision for warranty costs                                       25              --                  50                 --
Loss from store closings                                           --              25                  --                 25
Deferred rent                                                    (123)            (38)               (228)               (52)
Provision for losses on amounts due from
   Private Company and Unconsolidated Licensees                   119             244                 119                244
Changes in operating assets and liabilities:
(Increase) decrease in merchandise inventories                   (585)            372               1,263             (1,267)
(Increase) in prepaid expenses & other current assets            (313)          (428)                (160)              (192)
Decrease in accounts receivable                                   580          1,429                   60                577
(Increase) decrease in due from Private Company
and Unconsolidated Licensees                                     (179)           174                 (701)              (477)
Decrease in deferred lease costs
and other intangibles                                               1             16                    1                 16
Decrease in other assets, net                                       2             11                   62                 21
(Decrease) in accounts payable trade                             (601)        (7,514)              (3,731)            (5,035)
Increase (decrease) in customer deposits                        2,384         (1,038)               2,372               (209)
Increase (decrease) in accrued expenses
and other payables                                                 60            604                 (308)              (127)

                                                              -------        -------              -------            -------
Net cash provided by (used in) operating activities               314         (6,429)              (2,462)            (6,552)
                                                              -------        -------              -------            -------

Cash flows from investing activities:
  Capital expenditures                                            (95)           (43)                (154)              (68)
  (Decrease) increase  in deferred lease costs
         and other intangibles                                     (2)            15                   --                --
                                                              -------        -------              -------           -------
Net cash (used in) investing activities                           (97)           (28)                (154)              (68)
                                                              -------        -------              -------           -------

Cash flows from financing activities:
  Payments of obligations under capital leases                    (66)           (60)                (129)              (97)
  Sale of Series A Preferred Stock                                 --          5,000                   --             5,000
                                                              -------        -------              -------           -------
Net cash (used in) provided by financing activities               (66)         4,940                 (129)            4,903
                                                              -------        -------              -------           -------


Net increase (decrease) in cash and cash equivalents              151         (1,517)              (2,745)           (1,717)

Cash and cash equivalents at beginning of period                1,488          3,205                4,384             3,405
                                                              -------        -------              -------           -------

Cash and cash equivalents at end of period                    $ 1,639        $ 1,688              $ 1,639           $ 1,688
                                                              =======        =======              =======           =======



Supplemental disclosure of cash flow information:

         Income taxes paid during the period                  $   108        $    55              $   232           $   143
                                                              =======        =======              =======           =======

         Interest paid                                        $    36        $     5              $    87           $    13
                                                              =======        =======              =======           =======

Supplemental disclosure of non-cash financing activities:

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


                               See accompanying notes to unaudited consolidated financial statements.

                                                                  4
</TABLE>

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                For the Twenty-Six Weeks Ended February 27, 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 February 27, 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:

                                           2/27/99      8/29/98
                                           -------      -------
                   Showrooms               $ 4,023      $ 4,113
                   Warehouses                4,732        5,905
                                           -------      -------
                                           $ 8,755      $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 Twenty-Six Weeks Ended February 27, 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  settlement.
Based upon valid proofs of claim actually filed, the Company anticipates that it
will not have to issue more than $260 in Preferred Stock.

         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 Twenty-Six Weeks Ended February 27, 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 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 THE RISK  FACTORS SET FORTH UNDER THE CAPTION  "RISK  FACTORS" IN THE
COMPANY'S  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:

         The  Company's  sales  decreased by 3.0% to $51,604 for the  twenty-six
weeks ended  February 27, 1999 as compared to $53,188 for the same period in the
prior year.  Sales for the thirteen  weeks ended  February 27, 1999 decreased by
8.1% to $23,230 from  $25,281 for the same period in the prior year.  There were
142 stores in operation  as of February  27, 1999  compared to 147 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 1.6% and 6.5%,
respectively.  The decrease in sales is primarily  attributable  to the Jennifer
Leather  division  which  decreased  by  6.2%  and  28.0%,  respectively  due to
manufacturer's delivery problems.

         The  Company  has  received  a Notice of  Termination  of its  Merchant
Agreement (effective April 21, 1999) in connection with its private label credit
card program offered through a financial service institution as a result of that
institution  being  sold.  The Company is  actively  negotiating  with others to
replace this program.  There can be no assurance that a replacement program will
be obtained, which could affect sales.

                                       7

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                For the Twenty-Six Weeks Ended February 27, 1999
                     (In thousands except for share amounts)


         COST OF SALES:

         TWENTY-SIX WEEKS ENDED FEBRUARY 27, 1999:

         Cost of sales  decreased by 4.7% to $34,351  (66.6% as a percentage  of
sales) as  compared  to $36,031  (67.7% as a  percentage  of sales) for the same
period  in  the  prior  year.  The  dollar   decrease  of  $1,680  is  primarily
attributable  to the lower sales  volume.  Merchandise  costs as a percentage of
sales decreased by .5%. Freight costs declined by .4% (as a percentage of sales)
as well as customer  repairs  which  declined by .2% (as a percentage of sales).
Total  occupancy costs declined by $53 but increased as a percentage of sales by
 .3%  due to the  lower  sales  volume.  Warehouse  expenses  of  $2,281,  fabric
protection  services  of $1,091 and  freight of $1,160  provided  by the Private
Company compared to $2,715, $1,261 and $1,401,  respectively,  from the previous
year.  Warehouse  expenses  reflect a reduction  of $300 in the current  quarter
($150 per month  effective  January 1, 1999) due to a reduction  negotiated with
the Private Company.

         THIRTEEN WEEKS ENDED FEBRUARY 27, 1999:

         Cost of sales  decreased by 9.5% to $15,621  (67.2% as a percentage  of
sales) as  compared  to $17,258  (68.3% as a  percentage  of sales) for the same
period  in  the  prior  year.  The  dollar   decrease  of  $1,637  is  primarily
attributable to the lower sales volume. Freight costs (as a percentage of sales)
declined  by .1%.  Total  occupancy  costs  declined by $53 but  increased  as a
percentage of sales by .9% due to the lower sales volume.  Warehouse expenses of
$864,  fabric  protection  services of $479 and freight of $539  provided by the
Private  Company  compared  to  $1,320,  $599 and $606,  respectively,  from the
previous  year.  Warehouse  expenses  reflect a reduction of $300 in the current
quarter ($150 per month effective January 1, 1999) due to a reduction negotiated
with the Private Company.

         SELLING, GENERAL AND ADMINISTRATIVE AND OTHER EXPENSES:

         TWENTY-SIX WEEKS ENDED FEBRUARY 27, 1999:

         Selling,  general and administrative  expenses were $18,415 (35.7% as a
percentage of sales) as compared to $17,156 (32.3% as a percentage of sales) for
the prior  period,  an increase of $1,259 or 7.3%.  The increase in expenses was
caused by: A.) higher payroll expense of $344,  principally  because the Company
had assumed  (effective  January 1, 1998) certain  payroll  expenses  previously
funded by the  Private  Company  which  amounted  to an  additional  $460 in the
current period when compared to the prior year. B.) higher advertising  expenses
of $309,  and C.) higher costs of $263 in  connection  with an enhanced  private
label credit card program compared to the prior year period and D.) lower levels
of credit adjustments related to cancelled customer orders of $759.

                                       8

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                For the Twenty-Six Weeks Ended February 27, 1999
                     (In thousands except for share amounts)


         THIRTEEN WEEKS ENDED FEBRUARY 27, 1999:

         Selling,  general and  administrative  expenses were $8,529 (36.7% as a
percentage  of sales) as compared to $8,141 (32.2% as a percentage of sales) for
the prior  period,  an increase of $388 or 4.8%.  The  increase in expenses  was
principally  caused by lower levels of credit  adjustments  related to cancelled
customer orders of $617.

         The Company's  receivables from the Private Company, the Unconsolidated
Licensees  and S.F.H.C.  were $7,998 as of February 27, 1999 which had increased
by $701 from August 29, 1998. A reserve of $6,815 has been  provided at February
27,  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 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 will be generally  recognized as income only at
the time when cash is received from these entities. As of April 12, 1999, $1,033
of the unreserved receivables at February 27, 1999 have been paid.

         LIQUIDITY AND CAPITAL RESOURCES:

         At February 27,  1999,  the Company had an  aggregate  working  capital
deficiency of $(12,451) compared to a deficiency of $(11,110) at August 29, 1998
and had  available  cash and cash  equivalents  of $1,639  compared to $4,384 at
August 29, 1998.  This decrease in working  capital since August 29, 1998 is due
principally to the net (loss) of $(2,093).

         The Company funds the operations of the LP's which continue to generate
operating  losses.  All such  losses  have been  consolidated  in the  Company's
consolidated financial statements.  The Company's has 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 February 27, 1999 the current  receivables from
these entities were $1,183, and of this amount $1,033 has been paid by April 12,
1999.  The balance is expected to be paid  shortly.  The Company and the Private
Company  have entered into offset  agreements  that permit the two  companies to
offset their  current  monthly  obligations  to each other in excess of a $1,000
credit  extended  by the  Company  to the  Private  Company.  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..

                                       9

<PAGE>

                           JENNIFER CONVERTIBLES, INC.

              Notes to Unaudited Consolidated Financial Statements

                For the Twenty-Six Weeks Ended February 27, 1999
                     (In thousands except for share amounts)


         The Company has 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 provided that a
late fee of .67% per month is paid for  invoices  the  Company  pays  beyond the
normal 60 day terms. As of February 27, 1999,  there were no amounts due over 60
days. 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.

         On November 30, 1998,  the court approved a settlement of all the class
actions pending against the Company.  The cash portion of the settlement will be
funded entirely by insurance  company  proceeds.  Based upon the proofs of claim
filed, the Company  anticipates that it will not have to issue more than $260 in
Preferred  Stock and there  will be no cash  outlays by the  Company  other than
legal costs.

         In fiscal 1998 and 1997,  the Company and the LP's closed an  aggregate
of six stores.  In the twenty-six  weeks ended February 27, 1999, two additional
stores were closed. 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  approximately  breakeven  results for fiscal
1999,  with  positive  operating  cash flow.  This cash flow,  together with the
Credit and Security Agreement with Klaussner,  will provide the Company,  in the
opinion of  management,  with adequate cash flow to fund its  operations for the
current fiscal year.

                                       10
<PAGE>

                           JENNIFER CONVERTIBLES, INC.


                                     PART II

                                OTHER INFORMATION


ITEMS 1. through 5.  NOT APPLICABLE.

ITEM  6. (a)  NONE

         (b)  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.


  April 12, 1999              By: /s/ HARLEY J. GREENFIELD
                                  ----------------------------------------------
                                      Harley  J. Greenfield, Chairman of the
                                      Board and Chief Executive Officer



  April 12, 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>                              NOV-29-1998
<PERIOD-END>                                FEB-27-1999
<EXCHANGE-RATE>                                       1
<CASH>                                        1,639,000
<SECURITIES>                                          0
<RECEIVABLES>                                 1,623,000
<ALLOWANCES>                                          0
<INVENTORY>                                   8,755,000
<CURRENT-ASSETS>                             12,565,000
<PP&E>                                       13,889,591
<DEPRECIATION>                                8,322,554
<TOTAL-ASSETS>                               20,032,000
<CURRENT-LIABILITIES>                        25,016,000
<BONDS>                                               0
                                 0
                                         367
<COMMON>                                         57,000
<OTHER-SE>                                  (10,487,000)
<TOTAL-LIABILITY-AND-EQUITY>                 20,032,000
<SALES>                                      23,230,000
<TOTAL-REVENUES>                             23,230,000
<CGS>                                        15,621,000
<TOTAL-COSTS>                                24,680,000
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                               36,000
<INCOME-PRETAX>                              (1,359,000)
<INCOME-TAX>                                    108,000
<INCOME-CONTINUING>                          (1,467,000)
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                 (1,467,000)
<EPS-PRIMARY>                                     (0.26)
<EPS-DILUTED>                                     (0.26)
        

</TABLE>


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