Form 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File No.
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and 10-KSB [ ]Form 20-F [ ] Form 11-K
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: August 28, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: N/A
+===============================================================================
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
================================================================================
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION
- --------------------------------------------------------------------------------
Full name of Registrant: Jennifer Convertibles, Inc.
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Former name if applicable:
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Address of principal executive office 419 Crossways Park Drive
(street and number) ---------------------------------
City, State and Zip Code Woodbury, New York 11797
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PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] | (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense.
|
[X] | (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
| filed on or before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
|
[ ] | (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
|
|
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)
We are seeking to resolve and report on our derivative litigation prior
to filing, although there can be no assurance that this will occur prior to the
extended filing deadline.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Name: Harley J. Greenfield
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Area Code and Telephone number: (516) 496-1900
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report (s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Our net income was $370,000 for fiscal year ended August 28, 1999
compared to $90,000 for fiscal year ended August 29, 1998. Details are contained
in our press release issued November 22, 1999. Please see Exhibit A attached
hereto.
Date November 29, 1999 By /s/ Harley J. Greenfield
--------------------------------------------
Name: Harley J. Greenfield
Title: Chief Executive Officer
ATTENTION
INTENTION MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25 of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amendment notification.
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EXHIBIT A
FOR IMMEDIATE RELEASE CONTACT: Donald Radcliffe
Radcliffe & Associates, Inc.
212-605-0534
JENNIFER CONVERTIBLES REPORTS RESULTS
FOR FOURTH QUARTER AND FISCAL YEAR END
o FOURTH QUARTER SALES INCREASE BY 7.5%
o COMPARABLE STORE SALES UP 8.3% FOR QUARTER
o EPS INCREASE TO $.43 FOR QUARTER FROM $.10
Woodbury, New York *** November 22, 1999 *** Jennifer Convertibles, Inc. (OTCBB:
JENN) announced today results for its fourth quarter and fiscal year ended
August 28, 1999.
For the thirteen weeks ended August 28, 1999, sales increased by 7.5% to $31.3
million from the $29.1 million reported for the same period in the prior year.
Comparable store sales (sales at those stores open for the entire period in the
current and prior year periods) increased by 8.3% for the thirteen-week period.
Net income for the thirteen weeks ended August 28, 1999, increased to $2,466,000
or $.43 per share compared to $584,000 or $.10 per share in the same period last
year.
For the fiscal year, the Company reported net income of $370,000 or $.06 per
share compared to $90,000 or $.02 per share in the prior fiscal year. For the
fiscal year sales decreased by 2% to $109.3 million from the $111.6 million
reported in the fiscal year, ended August 29, 1998. Comparable store sales
(sales at those stores open for the entire period in the current and prior year
periods) increased by 1% for the fiscal year.
Commenting on the fourth quarter and year-end results, Harley J. Greenfield,
Chief Executive Officer of Jennifer said, "We are extremely pleased to report
our second consecutive year of profitability and the strongest quarter in the
Company's history. We believe these results validate the underlying fundamentals
of the Jennifer concept. Our objective is to continue to increase sales in our
existing stores, aggressively open new stores in existing and new markets, while
continuously reducing expenses. We expect that this program will translate into
improved annual earnings."
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Statements in this press release other than statements of historical fact are
"forward-looking statements." Such statements are subject to certain risks and
uncertainties, including fluctuations in interest rates, changes in retail
demand, vendor performance and other risk factors identified from time to time
in the Company's filings with the Securities and Exchange Commission that could
cause actual results to differ materially from any forward-looking statements.
These forward-looking statements represent the Company's judgment as of the date
of the release. The Company disclaims, however, any interest or obligation to
update these forward-looking statements.
Jennifer Convertibles is the owner and licensor of the largest group of sofabed
specialty retail stores in the United States, with 123 Jennifer Convertibles
stores and 32 Jennifer Leather stores. As of August 28, 1999, the Company owned
52 Jennifer Convertibles stores and licensed 71 of the stores.
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SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOURTH QUARTER FISCAL YEAR ENDED
----------------------- ---------------------
08/28/99 08/29/98 08/28/99 08/29/98
-------- -------- -------- --------
<S> <C> <C> <C> <C>
NET SALES $ 31,268 $ 29,099 $ 109,284 $ 111,541
COST OF SALES &
OTHER CHARGES 20,093 18,544 71,607 74,054
SELLING, GENERAL &
ADMINISTRATIVE
EXPENSES 8,538 9,869 35,890 35,984
CERTAIN CHARGES,
(RECOVERIES) AND
WRITE-OFF
PROVISIONS (170) (19) (51) 159
DEPRECIATION &
AMORTIZATION 416 417 1,668 1,727
28,877 28,811 109,114 111,924
OPERATING INCOME
(LOSS) 2,391 288 170 (383)
OTHER INCOME 199 211 603 593
INCOME BEFORE TAXES 2,590 499 773 210
TAXES 124 (85) 403 120
NET INCOME (LOSS) $ 2,466 $ 584 $ 370 $ 90
PER SHARE DATA:
BASIC INCOME (LOSS)
PER COMMON SHARE $ 0.43 $ 0.10 $ 0.06 $ 0.02
WEIGHTED AVERAGE
COMMON SHARES 5,701,559 5,700,725 5,701,559 5,700,725
</TABLE>
CERTAIN CHARGES AND WRITE-OFFS RELATED TO STORE CLOSING COSTS AND PROVISIONS AND
(RECOVERIES) ARE FOR CERTAIN AFFILIATED COMPANY RECEIVABLES.
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JENNIFER CONVERTIBLES, INC. & SUBSIDIARIES
SUMMARY CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
8/28/99 8/29/98
-------- --------
CASH $ 6,907 $ 4,384
ACCOUNTS RECEIVABLE 31 500
INVENTORY 9,634 10,018
DUE FROM AFFILIATED COMPANY 1,184 601
OTHER CURRENT ASSETS 596 388
18,352 15,891
FIXTURES & EQUIPMENT, NET 5,377 6,147
OTHER ASSETS 2,416 2,061
26,145 $ 24,099
ACCOUNTS PAYABLE $ 15,030 $ 14,917
CUSTOMER DEPOSITS 8,757 6,892
OTHER CURRENT LIABILITIES 5,146 5,192
TOTAL CURRENT LIABILITIES 28,933 27,001
DEFERRED RENT AND
CAPITAL LEASES 5,248 5,546
(CAPITAL DEFICIENCY) (8,036) (8,448)
26,145 $ 24,099
CONTACT:
Radcliffe & Associates, Inc., New York
Donald Radcliffe, 212/605-0534
KEYWORD: NEW YORK
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