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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



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FORM 10-K/A
AMENDMENT 1

|                                                                                                              
|--------------------------------------------------------------------------------------------------------------
|[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)       
|                                                                                                              
|For the fiscal year ended September 1, 2001                                                                   
|                                                                                                              
|[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
|                                                                                                              
|For the transition period from _____________________ to ____________________                                  

|                             
|-----------------------------
|Commission file number 0-4173

|                                                                         
|-------------------------------------------------------------------------
|DMI FURNITURE, INC.(Exact name of registrant as specified in its charter)

|                         |  |                         
|------------------------ |  | ------------------------
|DELAWARE                 |  | 41-0678467              
|                         |  |                         
|(State of incorporation) |  | (IRS employer ID number)

|                                                                                                       
|-------------------------------------------------------------------------------------------------------
|One Oxmoor Place, 101 Bullitt Lane, Louisville, Kentucky 40222
(Address of principal executive offices)

|                                              |  |               
|--------------------------------------------- |  | --------------
|Registrants telephone number with area code: |  | (502) 426-4351

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.10 PAR VALUE(Title of Class)

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 [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [   ]



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TABLE OF CONTENTS



|                                                                                         |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|SUMMARY OF ISSUE REQUIRING FORM 10K/A                                                   
|ITEM 6.                                                                                 
|Item 7                                                                                  
|RESULTS OF OPERATIONS                                                                   
|FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES                                    
|IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS                                          
|EFFECTS OF INFLATION                                                                    
|QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                               
|ITEMS 8, 14(a) 1 AND 2 AND 14(d) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
|INDEPENDENT AUDITORS REPORT                                                            
|REPORT OF PREVIOUS INDEPENDENT ACCOUNTANTS                                              
|Part IV.                                                                                
|SIGNATURES                                                                              



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The aggregate market value of the voting stock held by non-affiliates of the
Registrant was $4,929,662 as of September 1, 2001.

Indicate the number of shares outstanding of each of the Registrants classes
of Common Stock as of the last practicable date.

|                                        |  |                                  | 
|--------------------------------------- |  | -------------------------------- | 
|Class                                   |  | Outstanding at September 1, 2001
|                                        |  |                                 
|Common Stock, Par Value $0.10 per Share |  | 4,262,938                       

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of
Stockholders on December 13, 2001 are incorporated by reference into Part III.



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SUMMARY OF ISSUE REQUIRING FORM 10K/A

The Company is amending Items 6,7,8 and 14 of its Form 10K for the fiscal
year ended September 1, 2001 in order to properly reflect the adoption of EITF
00-10 Accounting for Shipping and Handling Revenue and Costs. EITF 00-10,
which was required to be adopted by the Company in the fiscal year ended
September 1, 2001, requires that all shipping and handling costs billed to
customers be recorded as sales and the actual costs incurred be recorded as a
component of cost of sales. Before adopting EITF 00-10, the Company netted
freight revenue against freight costs. As a result of adopting EITF 00-10, the
Companys fiscal 2001 net sales and cost of sales both increased by
approximately $9.2 million to reflect the inclusion of shipping revenues and
costs, but there was no effect on the Companys operating income, net income,
earnings per share, or cash flows. See note 16 to the consolidated financial
statements.

Compliance with EITF 00-10 required the Company to modify its information
systems, which was completed during the third quarter of fiscal 2002. The
Company has not restated the results of operations for the fiscal years ended
September 2, 2000 and August 28, 1999 for the effects of EITF 00-10, as
restatement was impracticable.

The following table reconciles the net sales and cost of sales as
originally reported for the fiscal year ended September 1, 2001 to the restated
net sales and cost of sales following adoption of EITF 00-10:

|                                                  |  |                   |         |                   |  |                 |         |  |  |   |        | 
|------------------------------------------------- |  | ----------------- | ------- | ----------------- |  | --------------- | ------- |  |  | - | ------ | 
|                                                  |  | September 1, 2001 |         | September 2, 2000 |  | August 28, 1999
|                                                  |  |                   |         |                   |  |                 |        
|Net sales as originally
reported                  |  | $                 | 97,137  |                   |  | $               | 104,837 |  |  | $ | 80,373 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Increase in net sales
due to restatement          |  |                   | 9,191   |                   |  |                 | 0       |  |  |   | 0      | 
|                                                  |  |                   |         |                   |  |                 |         |  |  |   |        | 
|Restated net sales                                |  |                   | 106,328 |                   |  |                 | 104,837 |  |  |   | 80,373 | 
|                                                  |  |                   |         |                   |  |                 |         |  |  |   |        | 
|Cost of sales as
originally reported              |  |                   | 79,265  |                   |  |                 | 84,399  |  |  |   | 64,476 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Increase in cost of
sales due to restatement      |  |                   | 9,191   |                   |  |                 | 0       |  |  |   | 0      | 
|                                                  |  |                   |         |                   |  |                 |         |  |  |   |        | 
|Restated cost of sales                            |  |                   | 88,456  |                   |  |                 | 84,399  |  |  |   | 64,476 | 
|                                                  |  |                   |         |                   |  |                 |         |  |  |   |        | 
|Gross profit, as
previously reported and
restated |  | $                 | 17,872  |                   |  | $               | 20,438  |  |  | $ | 15,897 | 
|                                                  |  |                   |         |                   |  |                 |         |  |  |   |        | 



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ITEM 6.

DMI FURNITURE, INC.
SELECTED FINANCIAL DATA (1)

|                                             |  |                                                 |           |              |  |            |          |            |  |            |            |  |  |  |           |  |  |  |         | 
|-------------------------------------------- |  | ----------------------------------------------- | --------- | ------------ |  | ---------- | -------- | ---------- |  | ---------- | ---------- |  |  |  | --------- |  |  |  | ------- | 
|                                             |  | Fiscal Year Ended                              
|                                             |  |                                                
|                                             |  | September 1,                                    |           | September 2, |  | August 28, |          | August 29, |  | August 30,
|                                             |  | 2001                                            |           | 2000         |  | 1999       |          | 1998       |  | 1997      
|                                             |  |                                                 |           |              |  |            |          |            |  |           
|                                             |  | (Amounts in thousands except per share amounts)
|Net sales (6)                                |  |                                                 | $106,328  |              |  |            | $104,837 |            |  |            | $80,373    |  |  |  | $64,727   |  |  |  | $56,434 | 
|                                            
|                                            
|                                            
|                                            
|Net income from continuing operations        |  |                                                 | (5) $875  |              |  |            | $2,565   |            |  |            | (4) $1,088 |  |  |  | $1,975    |  |  |  | $2,416  | 
|                                            
|                                            
|                                            
|                                            
|Diluted earnings per common share (2)        |  |                                                 | (5) $0.20 |              |  |            | $0.60    |            |  |            | (4) $0.25  |  |  |  | (3) $0.07 |  |  |  | $0.40   | 
|                                            
|                                            
|                                            
|                                            
|Total assets                                 |  |                                                 | $46,877   |              |  |            | $50,949  |            |  |            | $45,279    |  |  |  | $41,329   |  |  |  | $35,551 | 
|                                            
|                                            
|                                            
|                                            
|Long-term debt and capital
lease obligations |  |                                                 | $24,021   |              |  |            | $28,001  |            |  |            | $26,934    |  |  |  | $22,917   |  |  |  | $14,857 | 
|                                            
|Notes to selected financial data:            |  |                                                 |           |              |  |            |          |            |  |            |            |  |  |  |           |  |  |  |         | 

|         |  |                                                                                                                                                                                                                                                                                                                                                              
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 1 - |  | This summary should be read in conjunction with the related financial
statements and notes.                                                                                                                                                                                                                                                                  
|        
|        
|        
|        
|Note 2 - |  | Diluted earnings per common share are based on the weighted average number
of common and common equivalent shares outstanding during the period.                                                                                                                                                                                                             
|        
|        
|        
|        
|Note 3 - |  | Includes charge from preferred stock redemption of $1,666,000 which impacted diluted
earnings per common share by approximately $0.40.                                                                                                                                                                                                                       
|        
|        
|        
|        
|Note 4 - |  | Includes plant closing reserve which reduced net income and earnings per common share
by approximately $372,000 and $0.08 per share respectively.                                                                                                                                                                                                            
|        
|        
|        
|        
|Note 5 - |  | Includes a pre tax charge of $775,000 ($481,000 after tax) relating to discontinuing production of the
promotional bedroom product line. The charge reduced diluted earnings per common share by
approximatley $0.11 per share. The pre tax charge consisted of $575,000 for inventory; $80,000 for
anticipated bad debts and $120,000 relating to severance.
|        
|        
|        
|        
|Note 6 - |  | Net sales for fiscal year end September 1, 2001 include the efffects of EITF 00-10 Accounting for
Shipping and Handling Revenues and Costs of approximately $9.2 million. All other years exclude the
effects of the adoption of EITF 00-10 because it was impracticable to restate prior years. See note 16
to the consolidated financial statements.     

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Item 7

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




RESULTS OF OPERATIONS

Overview

The following managements discussion and analysis of financial condition
and results of operations addresses the effects of the restatement of fiscal
2001 relating to EITF 00-10 discussed in Note 16 of the consolidated financial
statements.

The Companys revenues increased during the fiscal year due to the
adoption of EITF 00-10. Without the effects of EITF 00-10 the Companys
revenues and profitability declined during the fiscal year ended September 1,
2001. The decline in revenue excluding the effects of EITF 00-10 follows four
consecutive years of double-digit growth in revenue. The decline in
profitability is the result of the lower overall volume and one-time charges
relating to the Companys decision to discontinue production of promotional
bedroom furniture. The results reflect the continued weakness in the furniture
market due to the overall decline in the US economy and excess inventory
throughout the supply chain.

During the fourth quarter of fiscal 2001 the Company committed to
discontinue the manufacturing of promotional bedroom furniture during the first
quarter of fiscal 2002. The Company believes the decline in aggregate demand
for fully assembled promotional bedroom and excess industry capacity prevent
this product line from recovering the costs of manufacturing, including the
cost of capital. The Company does not anticipate the trend reversing. As a
result, the Company, during the fourth quarter of fiscal 2001, has recorded a
pre-tax charge of $775,000 for the expected cost of discontinuing the
production of promotionally priced bedroom furniture. The charge included book
provisions of approximately $575,000 for reducing certain inventory items to
net realizable value. The inventory charge representing a permanent basis
reduction was recorded as a separate component of cost of sales. An $80,000
charge for expected losses relating to uncollectible accounts receivable was
charged to bad debt expense, a component of selling, general, and
administrative expenses. A $120,000 charge for severance pay, which is called
for under Company policy, relates to the termination of certain salaried and
support staff personnel.

Fiscal 2001 compared to Fiscal 2000

Net sales for fiscal 2001 increased by approximately $1,491,000 or 1.4%
over fiscal 2000 due to the adoption of EITF 00-10 Accounting for Shipping and
Handling Revenues and Costs. The increase is the result of adopting EITF
00-10 at the beginning of fiscal 2001. Excluding revenues from the adoption of
EITF 00-10, net sales for fiscal 2001 would have been $7,700,000 or
approximately 7% less than fiscal 2000. The decline in sales for fiscal 2001
was the result of lower sales at DMI Desk, Commercial Office and Dolly Madison
Bedroom divisions partially offset by strong performances at the Companys
Wynwood and Home Styles divisions. Sales at Commercial Office were down
approximately 10% while sales at DMI Desk and Dolly Madison Bedroom were down
approximately 16% and 22% respectively, when compared to fiscal 2000. The
Companys Wynwood and Home Styles divisions each delivered revenue growth in
fiscal 2001 of approximately 20% when compared to fiscal 2000.

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The Companys gross margin for fiscal 2001 was $17,872,000 or 16.8%. The
gross margin for fiscal 2000 was $20,438,000 or 19.5% of sales. The decline in
gross profit and margin percent in fiscal 2001 was the result of lower shipment
volume and lower utilization of the Companys production facilities. The
decrease in margin percentage was also affected by the adoption of EITF 00-10
in fiscal 2001. Excluding a permanent inventory basis adjustment of $575,000
relating to discontinuing production of promotionally priced bedroom furniture,
gross margin for fiscal 2001 was $18,447,000 or 17.3% for fiscal 2001.

Selling, general and administrative (S,G&A) expenses were $14,173,000 or
13.3% of sales for fiscal 2001 compared to $14,382,000 or 13.7% of sales for
fiscal 2000. The decrease in S,G&A expenses for the year is the result of
lower commissions and royalty expense due to the lower sales volume, partially
offset by an increase in bad debt expense. The S,G&A expenses as a percent of
sales were 14.6% before the effects of the adoption of EITF 00-10.

The increase in bad debt expense was due to the bankruptcy filing of Home
Place of America and the establishment of a reserve for bad debts relating to
discontinuing the production of promotionally priced bedroom furniture. The
increase in selling, general and administrative expenses as a percent of sales
for fiscal 2001 versus fiscal 2000 was due to the lower sales volume and the
relatively fixed nature of the S,G&A expenses.

During the fourth quarter of fiscal 2001 the Company committed to
discontinue the manufacturing of promotional bedroom furniture during the first
quarter of fiscal 2002. As a result, the Company has taken a charge of
$120,000 to cover severance pay. The severance pay, which is called for under
Company policy, is related to the termination of certain salaried and support
staff personnel.

Net interest expense declined slightly to $2,073,000 in fiscal 2001 from
$2,239,000 in fiscal 2000. The decrease in interest expense is primarily due
to decreases in the prime and LIBOR interest rates in the second half of fiscal
2001.

Fiscal 2000 compared to Fiscal 1999

Net sales for fiscal 2000 increased by $24,464,000 or approximately 30%
over fiscal 1999. This increase was primarily volume driven and was the result
of increased home office sales and sales by the Companys Wynwood and Home
Styles divisions. The sales changes were as follows: Home office sales
accounted for approximately 48% of the sales increase; Wynwood and Home Styles
together accounted for approximately 49% of the sales increase; commercial
office sales accounted for 8% of the increase; while promotional bedroom sales
decreased by approximately 9%.

The Companys gross profit for fiscal 2000 was $20,438,000 or 19.5% of
sales compared to $15,897,000 or 19.8% of sales for fiscal 1999. The increase
in gross margin in fiscal 2000 versus fiscal 1999 was the result of the
increased volume. The decrease in gross margin as a percentage of sales in
fiscal 2000 verses fiscal 1999 was primarily a result of lower utilization of
the Companys production facilities and a lower margin product sales mix.

Selling, general and administrative (S,G&A) expenses were $14,382,000 or
13.7% of sales for fiscal 2000 compared to $11,727,000 or 14.6% of sales for
fiscal 1999. The increase in S,G&A expenses for the year is the result of
higher commissions and royalty expense due to the increased sales volume. The
decrease in selling, general and administrative expenses as a percent of sales

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for fiscal 2000 versus fiscal 1999 was due to the higher sales volume and the
relatively fixed nature of the S,G&A expenses.

During the fourth quarter of fiscal 1999 management committed to
permanently close its Ferdinand, Indiana furniture manufacturing plant during
fiscal 2000. During the fourth quarter of fiscal 1999 the Company recorded a
pre-tax charge of $600,000 for the expected costs of closing the
above-mentioned plant. As of May 27, 2000, the Company had completed the shut
down of the Ferdinand, Indiana plant. During the third quarter of fiscal 2000
the Company recognized a $166,000 gain on the sale of assets. The Company also
recorded a $125,000 plant closing reserve credit in the second fiscal quarter,
as plant-closing costs were finalized.

Net interest expense increased to $2,239,000 in fiscal 2000 from
$1,766,000 in fiscal 1999 primarily due to increases in the prime & LIBOR
interest rates and higher loan balances to support the increased accounts
receivable and inventory balances.

The gain on disposal of property, plant and equipment during fiscal 2000
was the result of the Company selling certain assets relating to the closure of
the Ferdinand, IN manufacturing plant. The overall effect of the disposal is a
$166,000 gain. In addition, other assets were disposed of in the ordinary
course of business; the gain on the sale of these assets was approximately
$7,000.




FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Company has a $26,371,000 credit agreement with Bank One, Indiana N.A.
comprised of a $1,171,000 term loan, a $1,200,000 term loan, and a maximum
revolving master note loan commitment of $24,000,000 (outstanding balance
$17,400,000 as of September 1, 2001). In addition, through December 31, 2001,
to finance seasonal levels of accounts receivable and inventory, the Company
has an additional $1,500,000 commitment under the revolving master loan note.
On September 1, 2001, the Company had $1,969,000 available under the formula
for calculating its available borrowings. See Note 2 to the consolidated
financial statements.

On October 23, 2001, Bank One, Indiana NA amended the Companys existing
credit facility. The amendment extends the due date of the revolving master
note to December 31, 2002 and restructures the revolving master note payable
and the existing term loans.

The maximum availability under the revolving master note payable will be
$23,000,000 from October 24, 2001 until January 30, 2002. From January 31,
2002 through July 30, 2002 the maximum availability under the revolving master
note payable decreases to $19,000,000. The maximum availability returns to
$23,000,000 on July 31, 2002 and remains at that level until December 31, 2002.
In addition, on October 23, 2001 a new $2,500,000 line for letters of credit
will be extended until December 31, 2002. The previous sub-limit under the
revolving master note payable will be canceled. On October 23, 2001 a new
multi draw term loan will replace the existing term loans. The new multi draw
term loan will have an initial outstanding balance of $2,247,333 and a maximum
outstanding balance of $4,640,000.

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Demands for funds relate to payments for raw materials and other operating
costs, resale merchandise, debt obligations, and capital expenditures. The
Companys ability to generate cash adequate to meet short and long-term needs
results from the collection of accounts receivable and
from its ability to borrow funds. The Companys days of sales outstanding of
accounts receivable averaged 65 days for fiscal 2001 and 60 days for fiscal
2000. This increase was primarily the result of general soft conditions in the
commercial office category. Inventory turnover was 3.6 in fiscal 2001 and 4.2
in fiscal 2000. The Company believes it will be able to generate enough cash
in fiscal 2001 from operations together with available borrowings under its
revolving master note to make scheduled payments on its long-term debt.

Key elements of the Consolidated Statement of Cash Flows (in thousands):

|                                                                      |  |      |         |      |  |      |         |   |  |  |         |  
|--------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- | - |  |  | ------- | -
|                                                                      |  | 2001 |         | 2000 |  | 1999
|                                                                      |  |      |         |      |  |     
|Net cash provided/(used) for operating activities                     |  |      | $4,372  |      |  |      | ($1,476 | ) |  |  | ($4,093 | )
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|Net cash provided/(used) for investing activities                     |  |      | (552    | )    |  |      | 298     |   |  |  | (385    | )
|                                                                      |  |      |         |      |  |      |         |   |  |  |         |  
|Net cash flows provided/(used) for operating and
investing activities |  |      | $3,820  |      |  |      | ($1,178 | ) |  |  | ($4,478 | )
|                                                                      |  |      |         |      |  |      |         |   |  |  |         |  
|Net cash provided/(used) for financing activities                     |  |      | ($3,980 | )    |  |      | $1,070  |   |  |  | $4,171  |  
|                                                                      |  |      |         |      |  |      |         |   |  |  |         |  
|Net decrease in cash and cash equivalents                             |  |      | ($160   | )    |  |      | ($108   | ) |  |  | ($307   | )
|                                                                      |  |      |         |      |  |      |         |   |  |  |         |  

During fiscal 2001 lower overall levels of receivables and inventory
contributed to the generation of $4,372,000 of cash flows from operations for
the Company. During fiscal 2000 and fiscal 1999 the Company used cash flows
for operations of $1,476,000 and $4,093,000 respectively, primarily to finance
finished goods inventories for its new divisions and new commercial office
groups as well as to finance increased accounts receivables from substantially
increased sales.

Cash flows of $552,000 were used for investing activities in fiscal 2001
primarily for plant and equipment modernization expenditures. Cash flows
provided from investing activities were $298,000 for fiscal 2000. The cash
provided in fiscal 2000 was primarily a result of asset sales related to the
closure of a manufacturing facility (see note 11) partially offset by new
equipment purchases. Cash flows of $385,000 were used for investing activities
during fiscal 1999 primarily for plant and equipment modernization
expenditures.

For fiscal 2001 the Company used $3,980,000 of net cash flows to reduce
overall debt levels. During fiscal 2000 net cash flows from financing
activities of $1,070,000 were used primarily to finance working capital
requirements. Net cash flows from financing activities of $4,171,000 for
fiscal 1999 were used primarily to finance working capital requirements and the
previously mentioned fixed assets.

The Company does not believe any events are probable which would
materially change its present liquidity position, which is adequate to satisfy
known demands for funds for operations and to pay bank and other debt. See
Note 2 to the consolidated financial statements.

The Companys fiscal 2002 budget for capital expenditures is approximately
$221,000. The Company anticipates that its 2002 internal cash flow and
additional borrowings available under its credit agreement will be sufficient
to pay for these expenditures.

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IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

EITF 00-10, which was required to be adopted by the Company in the fiscal
year ended September 1, 2001, requires that all shipping and handling costs
billed to customers be recorded as sales and the actual costs incurred be
recorded as a component of cost of sales. Before adopting EITF 00-10, the
Company netted freight revenue against freight costs. As a result of adopting
EITF 00-10, the Companys fiscal 2001 net sales and cost of sales both
increased by approximately $9.2 million to reflect the inclusion of shipping
revenues and costs, but there was no effect on the Companys operating income,
net income, earnings per share, or cash flows. See note 16 to the consolidated
financial statements.

Compliance with EITF 00-10 required the Company to modify its information
systems, which was completed during the third quarter of fiscal 2002. The
Company has not restated the results of operations for the fiscal years ended
September 2, 2000 and August 28, 1999 for the effects of EITF 00-10, as
restatement was impracticable.

The following table reconciles the net sales and cost of sales as
originally reported for the fiscal year ended September 1, 2001 to the restated
net sales and cost of sales following adoption of EITF 00-10:

|                                                  |  |                   |         |                   |  |                 |          |  |  |   |         | 
|------------------------------------------------- |  | ----------------- | ------- | ----------------- |  | --------------- | -------- |  |  | - | ------- | 
|                                                  |  | September 1, 2001 |         | September 2, 2000 |  | August 28, 1999
|                                                  |  |                   |         |                   |  |                 |         
|Net sales as originally
reported                  |  |                   | $97,137 |                   |  |                 | $104,837 |  |  |   | $80,373 | 
|Increase in net sales
due to restatement          |  |                   | 9,191   |                   |  |                 | 0        |  |  |   | 0       | 
|                                                  |  |                   |         |                   |  |                 |          |  |  |   |         | 
|Restated net sales                                |  |                   | 106,328 |                   |  |                 | 104,837  |  |  |   | 80,373  | 
|                                                  |  |                   |         |                   |  |                 |          |  |  |   |         | 
|Cost of sales as
originally reported              |  |                   | 79,265  |                   |  |                 | 84,399   |  |  |   | 64,476  | 
|Increase in cost of
sales due to restatement      |  |                   | 9,191   |                   |  |                 | 0        |  |  |   | 0       | 
|                                                  |  |                   |         |                   |  |                 |          |  |  |   |         | 
|Restated cost of sales                            |  |                   | 88,456  |                   |  |                 | 84,399   |  |  |   | 64,476  | 
|                                                  |  |                   |         |                   |  |                 |          |  |  |   |         | 
|Gross profit, as
previously reported and
restated |  |                   | $17,872 |                   |  | $               | 20,438   |  |  | $ | 15,897  | 
|                                                  |  |                   |         |                   |  |                 |          |  |  |   |         | 

In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. The
Company adopted the new statement effective September 3, 2000. As a result,
the Company has recorded the fair market value of its interest rate swaps as
cash flow hedges on its balance sheet and has marked them to fair value through
other comprehensive income. The fair market values of the swaps are
approximately ($113,000) as of September 1, 2001 and are reflected as other
long-term liabilities on the accompanying balance sheet.

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The Company utilizes interest rate swaps to hedge against adverse changes
in interest rates relative to the Companys variable rate debt. The interest
rate swaps are not utilized to take speculative positions. The Companys
policies with regards to activities involving derivative instruments were
established and those policies along with actual derivative related results are
periodically reviewed with the Companys Board of Directors.

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 141, Business Combinations; Statement No. 142 Goodwill and
Other Intangible Assets; and Statement No. 143, Accounting for Asset
Retirement Obligations. In August 2001, the FASB issued Statement No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. The Company
does not anticipate the adoption of these statements will have a significant
effect on its results of operations or financial position.




EFFECTS OF INFLATION

Inflation affects the Companys business principally in the form of cost
increases for material and wages. Management has attempted to cover increased
costs by increasing sales prices to the extent permitted by competition.
Historically, the Company has not been able to raise sales prices enough so as
to offset all increased costs during all past years. The Company believes that
its competitors also have not been able to raise their prices so as to offset
all increased costs and therefore does not feel that the Company has incurred
any material adverse effect on its competitive position. The Company believes
that it has been able to minimize the effects of
general inflation in the past by improving its manufacturing and purchasing
efficiency and increasing its employee productivity. There can be no assurance
that inflation will not have a material effect on the Companys business in the
future.




QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Companys primary market risk exposure with regard to financial
instruments is changes in interest rates. At September 1, 2001, a hypothetical
100 basis points increase in short
term interest rates would result in a reduction of approximately $189,000 in
annual pretax earnings. This estimate assumes no change in the volume or
composition of debt at September 1, 2001. The Company has effectively fixed
the interest rates on approximately $5.2 million of its long-term debt through
the use of interest rate swaps, and the above estimated earnings reduction
takes these swaps into account. As of September 1, 2001 the fair market value
of these swaps is approximately ($113,000). (See Note 13)

II-8



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##### Table of Contents






DMI FURNITURE, INC.
FORM 10-K/A
ITEMS 8, 14(a) 1 AND 2 AND 14(d)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following consolidated financial statements of the registrant required to
be included in Item 8 are listed below:

|                                           |                                                                                                                                |  |            |          |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------ |  | ---------- | -------- |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                           |                                                                                                                                |  |            | Page    
|                                           |                                                                                                                                |  |            |         
|Consolidated Financial Statements:         |                                                                                                                                |  |            |         
|                                          
|                                          
|                                          
|                                          
|                                           | Independent Auditors Report                                                                                                   |  |            | F-1      | 
|                                          
|                                          
|                                          
|                                          
|                                           | Report of Previous Independent Public Accountants                                                                              |  |            | F-2      | 
|                                          
|                                          
|                                          
|                                          
|                                           | Consolidated Balance Sheets as of September 1, 2001 and September 2, 2000                                                      |  |            | F-3, F-4 | 
|                                          
|                                          
|                                          
|                                          
|                                           | Consolidated Statements of Operations for the years ended
September 1, 2001,as restated, September 2, 2000 and August 28, 1999 |  |            | F-5      | 
|                                          
|                                          
|                                          
|                                          
|                                           | Consolidated Statements of Stockholders Equity for the years ended
September 1, 2001, September 2, 2000 and August 28, 1999   |  |            | F-6      | 
|                                          
|                                          
|                                          
|                                          
|                                           | Consolidated Statements of Cash Flows for the years ended September 1, 2001,
September 2, 2000 and August 28, 1999             |  |            | F-7, F-8 | 
|                                          
|                                          
|                                          
|                                          
|Notes to Consolidated Financial Statements |                                                                                                                                |  | F-9 - F-21 |         

The following financial statement schedule of the registrant is included in Item 14(d):

|                                         |  |     |  |      |  |  |  |  |  |  |  |  |  |  |  |  | 
|---------------------------------------- |  | --- |  | ---- |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                         |  |     |  | Page
|                                         |  |     |  |     
|II --- Valuation and Qualifying Accounts |  | S-1

Schedules other than those mentioned above are omitted because the conditions
requiring their filing do not exist or because the required information is
presented in the consolidated financial statements, including the notes
thereto.

II-9



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##### Table of Contents






INDEPENDENT AUDITORS REPORT

To the Shareholders of DMI Furniture, Inc.:

We have audited the accompanying consolidated balance sheet of DMI Furniture,
Inc. and subsidiary (the Company) as of September 1, 2001, and the related
consolidated statements of operations, stockholders equity, and cash flows for
the year then ended. Our audit also included the financial statement schedule
listed in the Index to Consolidated Financial Statements and Schedule Index at
Item 14(d) for the year ended September 1, 2001. These consolidated financial
statements and financial statement schedule are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audit. The consolidated financial statements and financial statement schedule
of the Company as of September 1, 2001 and September 2, 2000, and for each of
the three years in the period ended September 1, 2001 were audited by other
auditors who have ceased operations. Those auditors expressed an unqualified
opinion on those financial statements and also stated that the financial
statement schedule fairly presents in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole in their report dated October 5, 2001. Those auditors
reported on such financial statements prior to the restatement discussed in
Note 16.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such 2001 consolidated financial statements presents fairly, in
all material respects, the financial position of DMI Furniture, Inc. and
subsidiary as of September 1, 2001, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedule for the year ended September 1,
2001, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

As discussed in Note 16, the accompanying 2001 consolidated statement of
operations has been restated.

DELOITTE & TOUCHE LLP

October 22, 2002

F-1



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##### Table of Contents






REPORT OF PREVIOUS INDEPENDENT ACCOUNTANTS

THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLLY ISSUED BY ARTHUR
ANDERSEN LLP WHICH HAS CEASED OPERATIONS HAS NOT BEEN REISSUED BY ARTHUR
ANDERSEN LLP. ARTHUR ANDERSEN LLP REPORTED ON SUCH FINANCIAL STATEMENTS PRIOR
TO THE RESTATEMENT DISCUSSED IN NOTE 16.

To The Shareholders of DMI Furniture, Inc.:

We have audited the accompanying consolidated balance sheets of DMI Furniture,
Inc. (a Delaware corporation) and subsidiary as of September 1, 2001 and
September 2, 2000 and the related consolidated statements of operations,
stockholders equity and cash flows for each of the three years in the period
ended September 1, 2001. These consolidated financial statements and the
schedule referred to below are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of DMI Furniture, Inc. and
subsidiary as of September 1, 2001 and September 2, 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended September 1, 2001 in conformity with accounting principles generally
accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the Index To
Consolidated Financial Statements and Schedule is presented for purposes of
complying with the Securities and Exchange Commissions rules and is not part
of the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

October 5, 2001 (except with respect to the matter
discussed in Note 2, as to which the date is October 23, 2001)
Louisville, Kentucky

F-2



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##### Table of Contents



DMI FURNITURE, INC.
CONSOLIDATED BALANCE SHEETS
As of September 1, 2001 and September 2, 2000
(Amounts in thousands)

|                                        |                                                                                          |                                   |        |        |        |   |        |        |        |  | 
|--------------------------------------- | ---------------------------------------------------------------------------------------- | --------------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------ |  | 
|ASSETS                                  |                                                                                          | 2001                              |        | 2000  
|                                        |                                                                                          |                                   |        |       
|Current assets:                         |                                                                                          |                                   |        |        |        |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Cash                                                                                     |                                   | $      | 517    |        |   | $      | 677    |       
|                                       
|                                       
|                                       
|                                       
|                                        | Accounts receivable (net of allowances of $627 on Sep. 1, 2001 and $201 on Sep. 2, 2000) |                                   |        | 16,864 |        |   |        | 17,891 |       
|                                       
|                                       
|                                       
|                                       
|                                        | Inventories (note 8)                                                                     |                                   |        | 17,645 |        |   |        | 20,811 |       
|                                       
|                                       
|                                       
|                                       
|                                        | Other current assets                                                                     |                                   |        | 424    |        |   |        | 413    |       
|                                       
|                                       
|                                       
|                                       
|                                        | Current portion of deferred income taxes (note 7)                                        |                                   |        | 1,467  |        |   |        | 1,241  |       
|                                        |                                                                                          |                                   |        |        |        |   |        |       
|                                        |                                                                                          | Total current assets              |        |        | 36,917 |   |        |        | 41,033 | 
|                                        |                                                                                          |                                   |        |        |        |   |        |       
|Property, plant and equipment, at cost: |                                                                                          |                                   |        |        |        |   |        |       
|                                       
|                                       
|                                       
|                                       
|                                        | Land                                                                                     |                                   |        | 655    |        |   |        | 655    |       
|                                       
|                                       
|                                       
|                                       
|                                        | Buildings and improvements                                                               |                                   |        | 8,800  |        |   |        | 8,418  |       
|                                       
|                                       
|                                       
|                                       
|                                        | Machinery and equipment                                                                  |                                   |        | 10,417 |        |   |        | 9,891  |       
|                                       
|                                       
|                                       
|                                       
|                                        | Leasehold improvements                                                                   |                                   |        | 990    |        |   |        | 985    |       
|                                       
|                                       
|                                       
|                                       
|                                        | Assets held for disposition                                                              |                                   |        | 10     |        |   |        | 0      |       
|                                       
|                                       
|                                       
|                                       
|                                        | Construction in progress                                                                 |                                   |        | 30     |        |   |        | 399    |       
|                                        |                                                                                          |                                   |        |        |        |   |        |       
|                                        |                                                                                          |                                   | 20,902 |        |        |   | 20,348 |       
|                                       
|                                       
|                                       
|                                       
|                                        | Less accumulated depreciation                                                            |                                   |        | 11,545 |        |   |        | 10,613 |       
|                                        |                                                                                          |                                   |        |        |        |   |        |       
|                                        |                                                                                          | Net property, plant and equipment |        |        | 9,357  |   |        |        | 9,735  | 
|                                        |                                                                                          |                                   |        |        |        |   |        |       
|Other assets                            |                                                                                          |                                   | 603    |        |        |   | 181    |       
|                                        |                                                                                          |                                   |        |        |        |   |        |       
|Total assets                            |                                                                                          | $                                 | 46,877 |        |        | $ | 50,949 |       
|                                        |                                                                                          |                                   |        |        |        |   |        |       

See accompanying notes.

F-3



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##### Table of Contents



DMI FURNITURE, INC.
CONSOLIDATED BALANCE SHEETS
As of September 1, 2001 and September 2, 2000
(Amounts in thousands, except share data)
(Continued)

|                                           |                                                                                                                      |                            |        |        |        |   |        |        |        | 
|------------------------------------------ | -------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                                                      | 2001                       |        | 2000  
|                                           |                                                                                                                      |                            |        |       
|Current liabilities:                       |                                                                                                                      |                            |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|                                           | Trade accounts payable                                                                                               |                            | $      | 2,787  |        |   | $      | 3,576  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued liabilities (note 8)                                                                                         |                            |        | 2,973  |        |   |        | 3,754  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Long-term debt due within one year (note 2)                                                                          |                            |        | 3,501  |        |   |        | 1,500  |       
|                                           |                                                                                                                      |                            |        |        |        |   |        |       
|                                           |                                                                                                                      | Total current liabilities  |        |        | 9,261  |   |        |        | 8,830  | 
|                                           |                                                                                                                      |                            |        |        |        |   |        |       
|Long-term liabilities:                     |                                                                                                                      |                            |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|                                           | Long-term debt (note 2)                                                                                              |                            |        | 20,520 |        |   |        | 26,501 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued pension costs (note 6)                                                                                       |                            |        | 743    |        |   |        | 0      |       
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred compensation (note 6)                                                                                       |                            |        | 117    |        |   |        | 176    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes (note 7)                                                                                       |                            |        | 571    |        |   |        | 676    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Other long-term liabilities (note 12)                                                                                |                            |        | 113    |        |   |        | 0      |       
|                                           |                                                                                                                      |                            |        |        |        |   |        |       
|                                           |                                                                                                                      |                            | 22,064 |        |        |   | 27,353 |       
|                                           |                                                                                                                      |                            |        |        |        |   |        |       
|Commitments and Contingencies (note 4)     |                                                                                                                      |                            |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|Stockholders equity:                      |                                                                                                                      |                            |        |        |        |   |        |       
|                                          
|                                          
|                                          
|                                          
|                                           | Common stock, $0.10 par value, 9,600,000 shares
authorized, 4,262,938 shares outstanding (4,132,255 on Sep. 2, 2000) |                            |        | 426    |        |   |        | 413    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                                                           |                            |        | 17,066 |        |   |        | 16,753 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Retained deficit                                                                                                     |                            |        | (1,525 | )      |   |        | (2,400 | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive loss                                                                                 |                            |        | (415   | )      |   |        | 0      |       
|                                           |                                                                                                                      |                            |        |        |        |   |        |       
|                                           |                                                                                                                      | Total stockholders equity |        |        | 15,552 |   |        |        | 14,766 | 
|                                           |                                                                                                                      |                            |        |        |        |   |        |       
|Total liabilities and stockholders equity |                                                                                                                      | $                          | 46,877 |        |        | $ | 50,949 |       
|                                           |                                                                                                                      |                            |        |        |        |   |        |       

See accompanying notes.

F-4



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##### Table of Contents



DMI FURNITURE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Amounts in thousands (except per share amounts)

|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|---------------------------------------------------- |  | ------- |  | - | ---- | ------------ | ------- | ------------ | ---- | ---------- | ------- | - | ---- | - | ------ | -
|                                                     |  |         |  |   |      | Years Ended 
|                                                     |  |         |  |   |      |             
|                                                     |  |         |  |   |      | September 1, |         | September 2, |      | August 28,
|                                                     |  |         |  |   |      | 2001         |         | 2000         |      | 1999      
|                                                     |  |         |  |   |      |              |         |              |      |           
|                                                     |  |         |  |   |      | As restated  |         |              |      |            |         |   |      |  
|                                                     |  |         |  |   |      | see note 16  |         |              |      |            |         |   |      |  
|Net sales                                            |  |         |  |   |      | $            | 106,328 |              |      | $          | 104,837 |   |      | $ | 80,373 |  
|                                                    
|                                                    
|                                                    
|                                                    
|Cost of sales                                        |  |         |  |   |      |              | 87,881  |              |      |            | 84,399  |   |      |   | 64,476 |  
|                                                    
|                                                    
|                                                    
|                                                    
|Cost of sales-restructuring (note 11)                |  |         |  |   |      |              | 575     |              |      |            | 0       |   |      |   | 0      |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|Gross profit                                         |  |         |  |   |      |              | 17,872  |              |      |            | 20,438  |   |      |   | 15,897 |  
|                                                    
|                                                    
|                                                    
|                                                    
|Margin                                               |  |         |  |   |      |              | 16.8    | %            |      |            | 19.5    | % |      |   | 19.8   | %
|                                                    
|                                                    
|                                                    
|                                                    
|Selling, general and
administrative expenses (S,G&A) |  |         |  |   |      |              | 14,093  |              |      |            | 14,382  |   |      |   | 11,727 |  
|                                                    
|                                                    
|                                                    
|                                                    
|S,G&A expenses-restructuring (note 11)               |  |         |  |   |      |              | 80      |              |      |            | 0       |   |      |   | 0      |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|                                                     |  |         |  |   |      |              | 14,173  |              |      |            | 14,382  |   |      |   | 11,727 |  
|                                                    
|                                                    
|                                                    
|                                                    
|% of sales                                           |  |         |  |   |      |              | 13.3    | %            |      |            | 13.7    | % |      |   | 14.6   | %
|                                                    
|                                                    
|                                                    
|                                                    
|Restructuring charges (note 11)                      |  |         |  |   |      |              | 120     |              |      |            | (125    | ) |      |   | 600    |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|Operating profit                                     |  |         |  |   |      |              | 3,579   |              |      |            | 6,181   |   |      |   | 3,570  |  
|                                                    
|                                                    
|                                                    
|                                                    
|Margin                                               |  |         |  |   |      |              | 3.4     | %            |      |            | 5.9     | % |      |   | 4.4    | %
|                                                    
|                                                    
|                                                    
|                                                    
|Other income (expense):                              |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|                                                    
|                                                    
|                                                    
|                                                    
|Interest expense                                     |  |         |  |   |      |              | (2,073  | )            |      |            | (2,239  | ) |      |   | (1,766 | )
|                                                    
|                                                    
|                                                    
|                                                    
|Other income                                         |  |         |  |   |      |              | 43      |              |      |            | 173     |   |      |   | 11     |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|                                                     |  |         |  |   |      |              | (2,030  | )            |      |            | (2,066  | ) |      |   | (1,755 | )
|                                                    
|                                                    
|                                                    
|                                                    
|Income before income taxes                           |  |         |  |   |      |              | 1,549   |              |      |            | 4,115   |   |      |   | 1,815  |  
|                                                    
|                                                    
|                                                    
|                                                    
|Provision for income taxes (note 7)                  |  |         |  |   |      |              | (674    | )            |      |            | (1,550  | ) |      |   | (727   | )
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|Net income                                           |  |         |  |   |      | $            | 875     |              |      | $          | 2,565   |   |      | $ | 1,088  |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|Earnings per common share (note 15):                 |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |  | Basic   |  | $ | 0.21 |              |         | $            | 0.63 |            |         | $ | 0.27 |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|                                                     |  | Diluted |  | $ | 0.20 |              |         | $            | 0.60 |            |         | $ | 0.25 |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  
|Average common and equivalent
shares outstanding     |  |         |  |   |      |              | 4,365   |              |      |            | 4,274   |   |      |   | 4,383  |  
|                                                     |  |         |  |   |      |              |         |              |      |            |         |   |      |   |        |  

See accompanying notes.

F-5



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##### Table of Contents



DMI FURNITURE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (2)
(Amounts in thousands)
Three years ended September 1, 2001

|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |      |  
|------------------------------------------------------- | ---------------------------------------------- | - | ------ |  | ----------- |  | --------- |  | ---------- | - | ----------------- |  | ----- | - | ------ | - | ----------- | - | ---- | ---- | - | - | ------ | ---- | -
|                                                        |                                                |   |        |  |             |  | Number of |  |            |   |                   |  |       |   |        |   | Accumulated |   |      |      |  
|                                                        |                                                |   |        |  |             |  | Common    |  | Additional |   | Retained          |  | Other |   |        |   |            
|                                                        |                                                |   | Common |  | Shares      |  | Paid-In   |  | Earnings   |   | Comprehensive     |  |       |   |       
|                                                        |                                                |   | Stock  |  | Outstanding |  | Capital   |  | (Deficit)  |   | Income/(loss) (3) |  | Total
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |      
|BALANCES AT AUGUST 29, 1998                             |                                                | $ | 390    |  |             |  | 3,892     |  |            | $ | 16,183            |  |       | $ | (6,053 | ) |             | $ | (263 | )    |   | $ | 10,257 |     
|                                                       
|                                                       
|                                                       
|                                                       
|Net income                                              |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   | 1,088  |   |             |   |      |      |   |   | 1,088  |     
|                                                       
|                                                       
|                                                       
|                                                       
|Other comprehensive income:                             |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Adjust minimum pension liability, net of tax   |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      | 12   |   |   |        | 12   |  
|                                                       
|                                                       
|                                                       
|                                                       
|Issuance of common stock                                |                                                |   | 15     |  |             |  | 151       |  |            |   | 368               |  |       |   |        |   |             |   |      |      |   |   | 383    |     
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|BALANCES AT AUGUST 28, 1999                             |                                                | $ | 405    |  |             |  | 4,043     |  |            | $ | 16,551            |  |       | $ | (4,965 | ) |             | $ | (251 | )    |   | $ | 11,740 |     
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|Net income                                              |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   | 2,565  |   |             |   |      |      |   |   | 2,565  |     
|                                                       
|                                                       
|                                                       
|                                                       
|Other comprehensive income                              |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|                                                       
|                                                       
|                                                       
|                                                       
|Adjust minimum pension liability, net of tax            |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   | 251  |      |   |   | 251    |     
|                                                       
|                                                       
|                                                       
|                                                       
|Issuance of common stock                                |                                                |   | 8      |  |             |  | 89        |  |            |   | 202               |  |       |   |        |   |             |   |      |      |   |   | 210    |     
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|BALANCES AT SEPTEMBER 2, 2000                           |                                                | $ | 413    |  |             |  | 4,132     |  |            | $ | 16,753            |  |       | $ | (2,400 | ) |             | $ |     |      |   | $ | 14,766 |     
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|Net income                                              |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   | 875    |   |             |   |      |      |   |   | 875    |     
|                                                       
|                                                       
|                                                       
|                                                       
|Cumulative effect of change in accounting principle (1) |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   | 194  |      |   |   | 194    |     
|                                                       
|                                                       
|                                                       
|                                                       
|Other comprehensive income                              |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Change in interest rate derivative, net of tax |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      | (306 | ) |   |        | (306 | )
|                                                       
|                                                       
|                                                       
|                                                       
|                                                        | Adjust minimum pension liability, net of tax   |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      | (303 | ) |   |        | (303 | )
|                                                       
|                                                       
|                                                       
|                                                       
|Issuance of common stock                                |                                                |   | 13     |  |             |  | 131       |  |            |   | 313               |  |       |   |        |   |             |   |      |      |   |   | 326    |     
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     
|BALANCES AT SEPTEMBER 1, 2001                           |                                                | $ | 426    |  |             |  | 4,263     |  |            | $ | 17,066            |  |       | $ | (1,525 | ) |             | $ | (415 | )    |   | $ | 15,552 |     
|                                                        |                                                |   |        |  |             |  |           |  |            |   |                   |  |       |   |        |   |             |   |      |      |   |   |        |     



---

|(1) |  | Adoption of SFAS No. 133 Accounting for Derivative Instruments and Hedging
Activities"                       
|--- |  | --------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Total comprehensive income was $460, $2,816 and $1,100 for the fiscal years
2001, 2000 and 1999, respectively.
|   
|   
|   
|   
|(3) |  | The components of accumulated other comprehensive income / (loss), net of
tax, are as follows:                



| |                                                                                         
| | ----------------------------------------------------------------------------------------
| | September 1, 2001 - Interest rate derivative ($112) and Minimum Pension
Liability ($303)
|
| | August 28, 1999 - Minimum Pension Liability ($251)                                      

See accompanying notes.

F-6



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##### Table of Contents



DMI FURNITURE, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Amounts in thousands)

|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |       |       |        |        |  
|--------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------ | ---------------------- | ---- | ------------ | ----- | ------------ | ----- | ---------- | ------ | ----- | ----- | ------ | ------ | -
|                                                    |                                                                                          |                                                   |                                                  |                        |      | Years Ended 
|                                                    |                                                                                          |                                                   |                                                  |                        |      |             
|                                                    |                                                                                          |                                                   |                                                  |                        |      | September 1, |       | September 2, |       | August 28,
|                                                    |                                                                                          |                                                   |                                                  |                        |      | 2001         |       | 2000         |       | 1999      
|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |           
|Cash flows from operating activities:               |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net income                                                                               |                                                   | $                                                | 875                    |      |              | $     | 2,565        |       |            | $      | 1,088 |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Adjustments to reconcile net income to
net cash provided (used) by operating activities: |                                                   |                                                  |                        |      |              |       |              |       |            |        |       |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          | Depreciation and amortization                     |                                                  |                        | 986  |              |       |              | 1,096 |            |        |       | 1,244 |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          | Gain on disposal of property, plant and equipment |                                                  |                        | (14  | )            |       |              | (173  | )          |        |       | (17   | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          | Deferred income taxes                             |                                                  |                        | (174 | )            |       |              | (11   | )          |        |       | (45   | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          | Changes in assets and liabilities:                |                                                  |                        |      |              |       |              |       |            |        |       |       |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Accounts receivable    |      |              | 1,027 |              |       |            | (5,205 | )     |       |        | (2,434 | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Inventories            |      |              | 3,166 |              |       |            | (1,906 | )     |       |        | (2,609 | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Other assets           |      |              | (474  | )            |       |            | (5     | )     |       |        | (126   | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Trade accounts payable |      |              | (789  | )            |       |            | 1,049  |       |       |        | (994   | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Accrued liabilities    |      |              | (915  | )            |       |            | 1,296  |       |       |        | 6      |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Accrued pension costs  |      |              | 743   |              |       |            | (130   | )     |       |        | (161   | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                          |                                                   |                                                  | Deferred compensation  |      |              | (59   | )            |       |            | (52    | )     |       |        | (45    | )
|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      
|                                                    |                                                                                          |                                                   | Total adjustments                                |                        |      | 3,497        |       |              |       | (4,041     | )      |       |       | (5,181 | )     
|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      
|                                                    |                                                                                          |                                                   | Net cash provided/(used) by operating activities |                        |      | 4,372        |       |              |       | (1,476     | )      |       |       | (4,093 | )     
|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      
|Cash flows provided/(used) by investing activities: |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Capital expenditures                                                                     |                                                   |                                                  | (566                   | )    |              |       | (479         | )     |            |        | (404  | )    
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from the disposal of property, plant and equipment                              |                                                   |                                                  | 14                     |      |              |       | 777          |       |            |        | 19    |      
|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      
|                                                    | Net cash provided/(used) by investing activities                                         |                                                   |                                                  | (552                   | )    |              |       | 298          |       |            |        | (385  | )    
|                                                    |                                                                                          |                                                   |                                                  |                        |      |              |       |              |       |            |        |      

See accompanying notes.

F-7



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##### Table of Contents



DMI FURNITURE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Continued)

|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |         |  
|--------------------------------------------------- | ------------------------------------------------ | - | ------------ | ------- | ------------ | - | ----------- | ------- | - | - | ----- | ------- | -
|                                                    |                                                  |   |              |         |              |   | Years Ended |         |   |   |      
|                                                    |                                                  |   |             
|                                                    |                                                  |   | September 1, |         | September 2, |   | August 28, 
|                                                    |                                                  |   | 2001         |         | 2000         |   | 1999       
|                                                    |                                                  |   |              |         |              |   |            
|Cash flows provided/(used) by financing activities: |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Borrowings from line-of-credit                   |   | $            | 25,800  |              |   | $           | 32,950  |   |   | $     | 32,567  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Payments on line-of-credit                       |   |              | (28,350 | )            |   |             | (30,250 | ) |   |       | (27,150 | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Payments on long-term debt                       |   |              | (1,430  | )            |   |             | (1,633  | ) |   |       | (1,400  | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from stock options exercised            |   |              |        |              |   |             | 3       |   |   |       | 154     |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                    | Net cash (used)/provided by financing activities |   |              | (3,980  | )            |   |             | 1,070   |   |   |       | 4,171   |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|Decrease in cash                                    |                                                  |   | (160         | )       |              |   | (108        | )       |   |   | (307  | )      
|                                                   
|                                                   
|                                                   
|                                                   
|Cash  beginning of period                          |                                                  |   | 677          |         |              |   | 785         |         |   |   | 1,092 |        
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|Cash  end of period                                |                                                  | $ | 517          |         |              | $ | 677         |         |   | $ | 785   |        
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|Cash paid for:                                      |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Interest                                         |   | $            | 2,118   |              |   | $           | 2,205   |   |   | $     | 1,739   |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                    | Income taxes                                     |   | $            | 1,243   |              |   | $           | 1,274   |   |   | $     | 1,044   |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|Non cash Items:                                     |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Minimum pension liability                        |   | $            | 303     |              |   | $           | 251     |   |   | $     | 12      |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                    | Interest rate derivatives                        |   | $            | 113     |              |   | $           |        |   |   | $     |        |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        
|                                                    | Stock grants                                     |   | $            | 326     |              |   | $           | 207     |   |   | $     | 229     |  
|                                                    |                                                  |   |              |         |              |   |             |         |   |   |       |        

See accompanying notes.

F-8



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##### Table of Contents



DMI FURNITURE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of significant accounting policies

The Company- The consolidated financial statements include DMI Furniture,
Inc. and its wholly owned subsidiary, DMI Management, Inc. (DMI or Company).
All significant inter-company accounts and transactions have been eliminated.
DMI Furniture, Inc. operates in one industry - the Company manufactures,
imports, and sells residential, home office, and commercial office furniture.
The Company has more than one operating segment which are aggregated into one
reportable segment, in accordance with Financial Accounting Standards Board
Statement No. 131, Disclosures About Segments of an Enterprise and Related
Information. Its principal distribution channels are multi-market furniture
retailers, distributors, independent retailers, catalogers, and warehouse clubs
located primarily throughout the United States. Fiscal year 2000 consists of a
fifty-three week period ending the first Saturday in September. Fiscal years
2001 and 1999 presented in this report consist of fifty-two weeks.

Inventories- Inventories are valued at the lower of cost (first-in,
first-out method) or market.

Depreciation- Depreciation is provided on the basis of estimated useful
lives of the property, plant and equipment, using the straight-line method.
The useful lives of property, plant and equipment are as follows: Building and
leasehold improvements, 8-35 years; and machinery and equipment, 3-15 years.

Income taxes- The Company recognizes deferred tax assets and liabilities
based upon the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse. (See Note 7 for additional information.)

Consolidated Statements of Cash Flows- For purposes of the Consolidated
Statements of Cash Flows the Company considers all highly liquid debt
instruments with an initial maturity of three months or less at the date of
purchase to be cash equivalents.

Advertising- The Company expenses advertising-type costs as incurred as a
component of selling, general and administrative expenses on the accompanying
statements of operations. Advertising expense was approximately $1,482,000,
$1,672,000 and $1,906,000 in fiscal 2001, 2000 and 1999 respectively.

Accounting Estimates- The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

F-9



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##### Table of Contents



Long-lived assets- Long-lived assets and intangibles are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to be held and used is measured by a comparison of the carrying amount of the
assets to the expected future net cash flows generated by the asset. If such
assets are considered to be impaired, the impairment is measured by the amount
by which the carrying amount of the assets exceeds the fair value of the
assets. The Company has not recorded an impairment loss in the accompanying
statements of operations relating to long lived assets under Statement of
Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of.

Revenue recognition- The Company recognizes sales of its products when
the products are shipped to customers and title passes.

Impact of Recently Issued Accounting Standards- In June 1998, the
Financial Accounting Standards Board issued Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities. The Company adopted the new
Statement as amended by Financial Accounting Standards Board Statement No. 137,
effective September 3, 2000. As a result, the Company has recorded the fair
market value of its interest rate swaps as cash flow hedges on its balance
sheet and has marked them to fair value through other comprehensive income.
The fair market values of the swaps are approximately ($113,000) as of
September 1, 2001 and are reflected as other long-term liabilities on the
accompanying balance sheet.

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 141, Business Combinations; Statement No. 142 Goodwill and
Other Intangible Assets; and Statement No. 143, Accounting for Asset
Retirement Obligations. In August 2001, the FASB issued Statement No. 144
Accounting for the Impairment or Disposal of Long-Lived Assets. The Company
does not anticipate the adoption of these statements will have a significant
effect on its results of operations or financial position.

Reclassification of 2000 and 1999 Financial Statements- Certain
reclassifications have been made to the September 2, 2000 and August 28, 1999
financial statements to conform to the September 1, 2001 classifications.
These reclassifications had no effect on previously reported operations.

2. Long-term debt- Long-term debt consists of the following:

|                                                                                                                                                                                     |  |      |           |      |  |   |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | --------- | ---- |  | - | --------- | 
|                                                                                                                                                                                     |  | 2001 |           | 2000
|                                                                                                                                                                                     |  |      |           |     
|Economic Development Revenue
Bonds; payable in twelve equal monthly
payments beginning in fiscal 2002;
weekly adjustable coupon interest rate
(2.45% on 9/1/01) and payable monthly. |  | $    | 2,230,000 |      |  | $ | 2,230,000 | 
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|Economic Development Revenue
Bonds; payable in twelve equal monthly
payments beginning in fiscal 2003;
weekly adjustable coupon interest rate
(2.45% on 9/1/01) and payable monthly. |  |      | 2,020,000 |      |  |   | 2,020,000 | 

F-10



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##### Table of Contents



|                                                                                                                                                                             |  |   |            |  |  |   |            |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- |  |  | - | ---------- |  | 
|Term note payable to bank; due in
45 monthly principal installments of
$116,666.67 through 5/31/02;
interest at prime (6.50%)
or LIBOR+2.0% (5.58%)                          |  |   | 1,171,000  |  |  |   | 2,501,000  | 
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|Term note payable to bank; due in
60 monthly principal installments of
$8,333.33 and final payment of $1 million
on 8/31/03; interest at prime
(6.50%) or LIBOR+2.0% (5.58%) |  |   | 1,200,000  |  |  |   | 1,300,000  | 
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|$24,000,000 revolving master note
payable to bank; interest at prime
(6.50%) or LIBOR+2.0% (5.58%);
expires December, 2002                                                   |  |   | 17,400,000 |  |  |   | 19,950,000 | 
|                                                                                                                                                                             |  |   |            |  |  |   |            | 
|                                                                                                                                                                             |  |   | 24,021,000 |  |  |   | 28,001,000 | 
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|                                                                                                                                                                            
|Less portion due within one-year                                                                                                                                             |  |   | 3,501,000  |  |  |   | 1,500,000  | 
|                                                                                                                                                                             |  |   |            |  |  |   |            | 
|                                                                                                                                                                             |  | $ | 20,520,000 |  |  | $ | 26,501,000 | 
|                                                                                                                                                                             |  |   |            |  |  |   |            | 

With respect to the term notes and revolving master note payable above,
the Company has the option of borrowing based on prime rate or London Interbank
Offered Rate (LIBOR) + 2.00%. As of September 1, 2001, $16 million of the
revolving master note balance and $2.1 million of the term loans were LIBOR
priced.

Substantially all assets are pledged to collateralize long-term debt. On
September 1, 2001, the Company had $1,969,000 available under the formula for
calculating its available borrowings.

With respect to the Economic Development Revenue Bonds (Bonds), the
Company has the option to establish the Bonds interest rate form (variable or
fixed interest rate). When the Bonds are in the variable rate form, or at the
end of a fixed interest rate period, the Bondholders reserve the right to
demand payment on the Bonds. If any of the Bondholders exercise their rights,
a remarketing agent is responsible for remarketing the Bonds on a best efforts
basis for not less than the outstanding principal and accrued interest. If the
Bonds cannot be remarketed, the lender is committed to providing financing for
up to 372 days. As a result of these written commitments, the Bonds are
classified as long-term debt in the accompanying balance sheet.

The aggregate maturities of long-term debt for the next five fiscal years
and thereafter are as follows:

|           |  |   |            | 
|---------- |  | - | ---------- | 
|2002       |  | $ | 3,501,000  | 
|          
|          
|          
|          
|2003       |  | $ | 20,520,000 | 
|          
|          
|          
|          
|2004       |  |   |            | 
|          
|          
|          
|          
|2005       |  |   |            | 
|          
|          
|          
|          
|2006       |  |   |            | 
|          
|          
|          
|          
|Thereafter |  |   |            | 
|           |  |   |            | 
|           |  | $ | 24,021,000 | 
|           |  |   |            | 

The Companys bank financing agreement contains restrictive covenants that
require the Company, among other things, to maintain a fixed charge ratio, tangible net
worth, and ratio of total funded debt to EBITDA, all as defined in the bank
financing agreement. The financing agreement restricts the Company from,
without prior written consent, redeeming or purchasing any

F-11



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##### Table of Contents



of its outstanding capital stock; acquiring, merging or consolidating with any
other business; paying dividends; and, acquiring capital assets in excess of
the annual depreciation. As of September 1, 2001 the Company is in compliance
with the aforementioned covenants.

On October 23, 2001, Bank One, Indiana NA amended the Companys existing
credit facility. The amendment extends the due date of the revolving master
note to December 31, 2002 and restructures the revolving master note payable
and the existing term loans.

The maximum availability under the revolving master note payable will be
$23,000,000 from October 24, 2001 until January 30, 2002. From January 31,
2002 through July 30, 2002 the maximum availability under the revolving master
note payable decreases to $19,000,000. The maximum availability returns to
$23,000,000 on July 31, 2002 and remains at that level until December 31, 2002.
In addition, on October 23, 2001 a $2,500,000 line for letters of credit will
be extended until December 31, 2002. On October 23, 2001 a new multi draw term
loan will replace the existing term loans. The new multi draw term loan will
have an initial outstanding balance of $2,247,333 and a maximum outstanding
balance of $4,640,000.

3. Lease commitments

The Company leases certain of its facilities and equipment under operating
leases. The leases generally require the Company to pay taxes, insurance,
maintenance and utilities. Some of the leases contain renewal options.

Future minimum lease payments at September 1, 2001 under these leases for
fiscal years are as follows:

|           |  |   |           | 
|---------- |  | - | --------- | 
|2002       |  | $ | 993,000   | 
|          
|          
|          
|          
|2003       |  |   | 409,000   | 
|          
|          
|          
|          
|2004       |  |   | 206,000   | 
|          
|          
|          
|          
|2005       |  |   | 198,000   | 
|          
|          
|          
|          
|2006       |  |   | 95,000    | 
|          
|          
|          
|          
|Thereafter |  |   |           | 
|           |  |   |           | 
|           |  | $ | 1,901,000 | 
|           |  |   |           | 

Rent expense under operating leases charged to operations during fiscal
years 2001, 2000 and 1999 was $1,038,000, $1,114,000 and $844,000 respectively.

4. Commitments and contingencies

The Company has entered into individual employment agreements with certain
of its officers, which expire at various times through August 31, 2003.
Certain of these agreements provide for lump sum payments in the event
employment is terminated as a result of a change in ownership of the Company as
defined in the agreements.

The Company is subject to various environmental laws of federal, state and
local governments. Compliance by the Company with existing laws has not had a
material adverse effect on the Companys financial condition and results of
operations. However, the Company
cannot predict the impact of new or changed laws or regulations on its current
properties or on properties that it may acquire in the future.

F-12



---



##### Table of Contents



The Company does not believe there is any litigation threatened against
the Company, other than routine litigation arising out of the ordinary course
of business, which is expected to have a material effect on the financial
position, results of operations and cash flows of the Company.

5. Stock options

The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued To Employees (APB 25) in accounting for its
employee stock options because the alternative fair value accounting provided
for under FASB Statement No. 123, Accounting for Stock-Based Compensation,
requires use of option valuation models that were not developed for use in
valuing employee stock options. Under APB 25, because the exercise price of
the Companys employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized.

Had compensation cost for all option grants to employees and directors
been determined consistent with FASB Statement No. 123, the Companys net
income and earnings per share would have been affected as follows. Because the
method of accounting required by SFAS No. 123 has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation
cost may not be representative of that to be expected in future years.

|                                   |             |          |         |      |         |      |           |      |           |   |           |      |         | 
|---------------------------------- | ----------- | -------- | ------- | ---- | ------- | ---- | --------- | ---- | --------- | - | --------- | ---- | ------- | 
|                                   |             |          |         | 2001 |         | 2000 |           | 1999
|                                   |             |          |         |      |         |      |           |     
|Net Income: As reported            |             | $        | 875,000 |      |         | $    | 2,565,000 |      |           | $ | 1,088,000 |     
|                                  
|                                  
|                                  
|                                  
|                                   |             | Proforma |         |      | 730,000 |      |           |      | 2,504,000 |   |           |      | 993,000 | 
|                                  
|                                  
|                                  
|                                  
|Diluted earnings per common share: |             |          |         |      |         |      |           |      |           |   |           |     
|                                  
|                                  
|                                  
|                                  
|                                   | As reported |          | $       | 0.20 |         |      | $         | 0.60 |           |   | $         | 0.25 |        
|                                  
|                                  
|                                  
|                                  
|                                   |             | Proforma |         |      | 0.17    |      |           |      | 0.59      |   |           |      | 0.23    | 

Stock options granted prior to February 22, 1994 were granted pursuant to
the Amended Employee Incentive Stock Option Plan approved by stockholders
February, 1989. In February, 1994 the stockholders approved the 1993 Long Term
Incentive Stock Plan For Employees under which the Company is authorized to
issue options to selected key employees to acquire a maximum of 600,000 shares
of its common stock in addition to option shares outstanding at the time of its
adoption. On February 15, 2000 the maximum shares of common stock allowed to
be issued was increased to 800,000 shares for the 1993 Long Term Incentive
Stock Plan for Employees. The option price cannot be less than 100% of the
fair market value of the stock at date of grant for Incentive Stock Options (or
110% for a 10% beneficial owner), and not less than 50% of the fair market
value at date of grant for Non-Qualified Stock Options. Options vest at the
cumulative rate of 33%, 67%, and 100% on the first three anniversaries of the
date of grant and expire ten years from date of grant.

F-13



---



##### Table of Contents



A summary of the option transactions during the three years ended
September 1, 2001 follows:

|                                                           |  |         |       |      |  |      |  |          |  |          |      |  |  |  |     |          |  |         |  |          |  |   |      |  |  |          |     |   |  |  |  |  |  |   |      | 
|---------------------------------------------------------- |  | ------- | ----- | ---- |  | ---- |  | -------- |  | -------- | ---- |  |  |  | --- | -------- |  | ------- |  | -------- |  | - | ---- |  |  | -------- | --- | - |  |  |  |  |  | - | ---- | 
|                                                           |  | 2001    |       | 2000 |  | 1999
|                                                           |  |         |       |      |  |     
|                                                           |  |         |       |      |  |      |  |          |  | Weighted |      |  |  |  |     |          |  |         |  | Weighted |  |   |      |  |  | Weighted
|                                                           |  |         |       |      |  |      |  |          |  | Average  |      |  |  |  |     |          |  |         |  | Average  |  |   |      |  |  | Average 
|                                                           |  | Options |       |      |  |      |  | Exercise |  | Options  |      |  |  |  |     | Exercise |  | Options |  | Exercise
|                                                           |  | (000)   |       |      |  |      |  | Price    |  | (000)    |      |  |  |  |     | Price    |  | (000)   |  | Price   
|                                                           |  |         |       |      |  |      |  |          |  |          |      |  |  |  |     |          |  |         |  |         
|Outstanding-beginning of
year                              |  |         | 927   |      |  |      |  |          |  | $        | 1.98 |  |  |  | 922 |          |  |         |  |          |  | $ | 1.98 |  |  |          | 944 |   |  |  |  |  |  | $ | 1.92 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Granted                                                    |  |         | 91    |      |  |      |  |          |  | $        | 2.75 |  |  |  | 5   |          |  |         |  |          |  | $ | 1.75 |  |  |          | 20  |   |  |  |  |  |  | $ | 3.63 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Exercised                                                  |  |         |      |      |  |      |  |          |  |          |     |  |  |  |    |          |  |         |  |          |  |   |     |  |  |          | (42 | ) |  |  |  |  |  | $ | 1.70 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Expired                                                    |  |         | (8    | )    |  |      |  |          |  | $        | 2.00 |  |  |  |    |          |  |         |  |          |  |   |     |  |  |          |    |   |  |  |  |  |  |   |     | 
|                                                           |  |         |       |      |  |      |  |          |  |          |      |  |  |  |     |          |  |         |  |          |  |   |      |  |  |          |     |   |  |  |  |  |  |   |      | 
|Outstanding-end of year                                    |  |         | 1,010 |      |  |      |  |          |  | $        | 2.05 |  |  |  | 927 |          |  |         |  |          |  | $ | 1.98 |  |  |          | 922 |   |  |  |  |  |  | $ | 1.98 | 
|                                                           |  |         |       |      |  |      |  |          |  |          |      |  |  |  |     |          |  |         |  |          |  |   |      |  |  |          |     |   |  |  |  |  |  |   |      | 
|Exercisable at end of year                                 |  |         | 911   |      |  |      |  |          |  | $        | 1.97 |  |  |  | 885 |          |  |         |  |          |  | $ | 1.93 |  |  |          | 668 |   |  |  |  |  |  | $ | 1.80 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Weighted-average fair
value of options granted
during year |  |         |       |      |  |      |  |          |  | $        | 1.48 |  |  |  |     |          |  |         |  |          |  | $ | 1.41 |  |  |          |     |   |  |  |  |  |  | $ | 2.18 | 

Exercise prices for options outstanding as of September 1, 2001 ranged
from $1.38 to $3.63. The weighted-average remaining contractual life of those
options is 4 years.

Included in the above are non-qualified options for 366,724 shares of
common stock for $1.38 to $2.50 per share to certain employees/directors, which
have a total option price of approximately $652,000. The options are
immediately exercisable for up to ten years after the date of grant.

The Company has a stock option plan under which the Company is authorized
to issue options to non-employee directors to acquire a maximum of 160,000
shares of its common stock for options granted prior to March 15, 1998. A new
plan was adopted effective March 15, 1998 authorizing the Company to issue
options to non-employee directors to acquire a maximum of 100,000 shares of its
common stock. The option price is the closing bid price for shares on
NASDAQ on the date of grant. Options vest at the cumulative rate of 50% and
100% on the first two anniversaries of the date of grant and expire ten years
from date of grant. A summary of the option transactions during the three
years ended September 1, 2001 follows:

|                                                           |  |         |    |      |  |      |  |          |  |          |      |  |  |  |    |          |  |         |  |          |  |   |      |          |  |  |     |   |  |          |  |  |  |   |      | 
|---------------------------------------------------------- |  | ------- | -- | ---- |  | ---- |  | -------- |  | -------- | ---- |  |  |  | -- | -------- |  | ------- |  | -------- |  | - | ---- | -------- |  |  | --- | - |  | -------- |  |  |  | - | ---- | 
|                                                           |  | 2001    |    | 2000 |  | 1999
|                                                           |  |         |    |      |  |     
|                                                           |  |         |    |      |  |      |  |          |  | Weighted |      |  |  |  |    |          |  |         |  | Weighted |  |   |      |          |  |  |     |   |  | Weighted
|                                                           |  |         |    |      |  |      |  |          |  | Average  |      |  |  |  |    |          |  |         |  | Average  |  |   |      |          |  |  |     |   |  | Average 
|                                                           |  | Options |    |      |  |      |  | Exercise |  | Options  |      |  |  |  |    | Exercise |  | Options |  |          |  |   |      | Exercise
|                                                           |  | (000)   |    |      |  |      |  | Price    |  | (000)    |      |  |  |  |    | Price    |  | (000)   |  |          |  |   |      | Price   
|                                                           |  |         |    |      |  |      |  |          |  |          |      |  |  |  |    |          |  |         |  |          |  |   |      |         
|Outstanding-beginning of
year                              |  |         | 48 |      |  |      |  |          |  | $        | 2.85 |  |  |  | 41 |          |  |         |  |          |  | $ | 2.84 |          |  |  | 51  |   |  |          |  |  |  | $ | 2.49 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Granted                                                    |  |         | 9  |      |  |      |  |          |  | $        | 2.00 |  |  |  | 9  |          |  |         |  |          |  | $ | 2.69 |          |  |  | 9   |   |  |          |  |  |  | $ | 4.00 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Exercised                                                  |  |         |   |      |  |      |  |          |  |          |     |  |  |  |   |          |  |         |  |          |  |   |      |          |  |  | (18 | ) |  |          |  |  |  | $ | 2.53 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Expired                                                    |  |         | (1 | )    |  |      |  |          |  | $        | 1.19 |  |  |  | (2 | )        |  |         |  |          |  | $ | 1.75 |          |  |  | (1  | ) |  |          |  |  |  | $ | 2.62 | 
|                                                           |  |         |    |      |  |      |  |          |  |          |      |  |  |  |    |          |  |         |  |          |  |   |      |          |  |  |     |   |  |          |  |  |  |   |      | 
|Outstanding-end of year                                    |  |         | 56 |      |  |      |  |          |  | $        | 2.75 |  |  |  | 48 |          |  |         |  |          |  | $ | 2.87 |          |  |  | 41  |   |  |          |  |  |  | $ | 2.77 | 
|                                                           |  |         |    |      |  |      |  |          |  |          |      |  |  |  |    |          |  |         |  |          |  |   |      |          |  |  |     |   |  |          |  |  |  |   |      | 
|Exercisable at end of year                                 |  |         | 38 |      |  |      |  |          |  | $        | 2.84 |  |  |  | 32 |          |  |         |  |          |  | $ | 2.71 |          |  |  | 33  |   |  |          |  |  |  | $ | 2.42 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Weighted-average fair
value of options granted
during year |  |         |    |      |  |      |  |          |  | $        | 1.07 |  |  |  |    |          |  |         |  |          |  | $ | 2.17 |          |  |  |     |   |  |          |  |  |  | $ | 2.41 | 

Exercise prices for options outstanding as of September 1, 2001 ranged
from $1.19 to $4.00. The weighted-average remaining contractual life of those
options is 6.5 years.

The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in fiscal 2001, 2000 and 1999: expected volatility
of 44%; risk-free interest rate of 5%; expected lives for

F-14



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##### Table of Contents



options of seven years; and expected dividend yield of 0% based on the
Companys history of no dividend payments on common stock.

6. Pension plans

The Company has a defined benefit pension plan that covers substantially
all hourly employees. Retirement benefits are based on years of credited
service multiplied by a dollar amount negotiated under collective bargaining
agreements. The Companys policy is to fund normal costs and amortization of
prior service costs at a level that is equal to or greater than the minimum
required under ERISA.

Net pension costs for the defined benefit plan in fiscal 2001, fiscal 2000
and fiscal 1999 were computed as follows:

|                                                |  |      |          |      |  |      |          |   |  |   |          |  
|----------------------------------------------- |  | ---- | -------- | ---- |  | ---- | -------- | - |  | - | -------- | -
|                                                |  | 2001 |          | 2000 |  | 1999
|                                                |  |      |          |      |  |     
|Service cost-benefits earned                    |  | $    | 48,837   |      |  | $    | 77,623   |   |  | $ | 77,211   |  
|                                               
|                                               
|                                               
|                                               
|Interest costs of projected benefit
obligation  |  |      | 238,597  |      |  |      | 230,881  |   |  |   | 220,314  |  
|                                               
|                                               
|                                               
|                                               
|Expected return on plan assets                  |  |      | (260,949 | )    |  |      | (224,024 | ) |  |   | (191,850 | )
|                                               
|                                               
|                                               
|                                               
|Amortization of transition obligation           |  |      | 9,907    |      |  |      | 9,907    |   |  |   | 9,907    |  
|                                               
|                                               
|                                               
|                                               
|Amortization of unrecognized prior service
cost |  |      | 15,326   |      |  |      | 15,326   |   |  |   | 15,326   |  
|                                               
|                                               
|                                               
|                                               
|Recognized actuarial (gain)/loss                |  |      | (1,189   | )    |  |      | 3,535    |   |  |   | 10,649   |  
|                                                |  |      |          |      |  |      |          |   |  |   |          |  
|Net pension expense                             |  | $    | 50,529   |      |  | $    | 113,248  |   |  | $ | 141,557  |  
|                                                |  |      |          |      |  |      |          |   |  |   |          |  

The funded status of the defined benefit plan at September 1, 2001 and
September 2, 2000 is shown below:

|                                        |  |      |           |      |  |   |           |  
|--------------------------------------- |  | ---- | --------- | ---- |  | - | --------- | -
|                                        |  | 2001 |           | 2000
|                                        |  |      |           |     
|Change in benefit obligation:           |  |      |           |      |  |   |           |  
|                                       
|                                       
|                                       
|                                       
|Benefit obligation at beginning of year |  | $    | 3,006,349 |      |  | $ | 3,365,596 |  
|                                       
|                                       
|                                       
|                                       
|Service cost                            |  |      | 48,837    |      |  |   | 77,623    |  
|                                       
|                                       
|                                       
|                                       
|Interest cost                           |  |      | 238,597   |      |  |   | 230,881   |  
|                                       
|                                       
|                                       
|                                       
|Benefits paid                           |  |      | (194,917  | )    |  |   | (249,910  | )
|                                       
|                                       
|                                       
|                                       
|Actuarial (gain)/loss                   |  |      | 543,892   |      |  |   | (417,841  | )
|                                       
|                                       
|                                       
|                                       
|                                        |  |      |           |      |  |   |           |  
|Benefit obligation at end of year       |  | $    | 3,642,758 |      |  | $ | 3,006,349 |  
|                                        |  |      |           |      |  |   |           |  

|                                               |  |      |           |      |  |   |           |  
|---------------------------------------------- |  | ---- | --------- | ---- |  | - | --------- | -
|                                               |  | 2001 |           | 2000
|                                               |  |      |           |     
|Change in plan assets:                         |  |      |           |      |  |   |           |  
|                                              
|                                              
|                                              
|                                              
|Fair value of plan assets at beginning of year |  | $    | 3,199,306 |      |  | $ | 2,729,220 |  
|                                              
|                                              
|                                              
|                                              
|Actual return/(loss) on plan assets            |  |      | (324,328  | )    |  |   | 519,996   |  
|                                              
|                                              
|                                              
|                                              
|Employer contributions                         |  |      | 220,000   |      |  |   | 200,000   |  
|                                              
|                                              
|                                              
|                                              
|Benefits paid                                  |  |      | (194,917  | )    |  |   | (249,910  | )
|                                              
|                                              
|                                              
|                                              
|                                               |  |      |           |      |  |   |           |  
|Fair value of plan assets at end of year       |  | $    | 2,900,061 |      |  | $ | 3,199,306 |  
|                                               |  |      |           |      |  |   |           |  

F-15



---



##### Table of Contents



|                                           |  |      |           |      |  |   |          |  
|------------------------------------------ |  | ---- | --------- | ---- |  | - | -------- | -
|                                           |  | 2001 |           | 2000
|                                           |  |      |           |     
|Reconciliation of funded status:           |  |      |           |      |  |   |          |  
|                                          
|                                          
|                                          
|                                          
|Funded status                              |  |      | ($742,697 | )    |  | $ | 192,957  |  
|                                          
|                                          
|                                          
|                                          
|Unrecognized actuarial (gain)/loss         |  |      | 706,991   |      |  |   | (423,367 | )
|                                          
|                                          
|                                          
|                                          
|Unrecognized transition (asset)/obligation |  |      | 89,157    |      |  |   | 99,064   |  
|                                          
|                                          
|                                          
|                                          
|Unrecognized prior service cost            |  |      | 194,581   |      |  |   | 209,907  |  
|Unrecognized prior service cost            |  |      |           |      |  |   |          |  
|                                          
|                                          
|                                          
|                                          
|Net amount recognized at year-end          |  |      | $248,032  |      |  | $ | 78,561   |  
|                                           |  |      |           |      |  |   |          |  

|                                                                                              |  |      |          |      |  |  |            |  
|--------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- |  |  | ---------- | -
|                                                                                              |  | 2001 |          | 2000
|                                                                                              |  |      |          |     
|Amounts recognized in the statement of financial
position consist of:                         |  |      |          |      |  |  |            |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Prepaid benefit cost                                                                          |  | $    | 248,032  |      |  |  | $   78,561 |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Accrued benefit liability                                                                     |  |      | (742,697 | )    |  |  |           |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Intangible asset                                                                              |  |      | 283,738  |      |  |  |           |  
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Accumulated other comprehensive income                                                        |  |      | 458,959  |      |  |  |           |  
|                                                                                              |  |      |          |      |  |  |            |  
|Net amount recognized at year end                                                             |  | $    | 248,032  |      |  |  | $   78,561 |  
|                                                                                              |  |      |          |      |  |  |            |  
|Other comprehensive income attributable to change in
additional minimum liability recognition |  | $    | 458,959  |      |  |  | ($378,981  | )
|                                                                                              |  |      |          |      |  |  |            |  

|                                                 |  |          |          |   |  |  |      |  
|------------------------------------------------ |  | -------- | -------- | - |  |  | ---- | -
|Weighted-average assumption as of:               |  | 9/1/2001 | 9/2/2000
|                                                 |  |          |         
|Discount rate                                    |  |          | 7.00     | % |  |  | 8.00 | %
|                                                
|                                                
|                                                
|                                                
|Expected long-term rate of return on plan assets |  |          | 8.25     | % |  |  | 8.25 | %

The Company has defined contribution 401(k) retirement plans for salaried
and hourly personnel. Costs charged to operations in fiscal 2001, fiscal 2000
and fiscal 1999 for these plans were approximately $179,000, $173,000 and
$160,000, respectively.

The Company had a non-qualified deferred compensation plan that was
terminated for all non-retired executive participants during fiscal 1989. The present value of
future payments under the plan accrued at September 1, 2001 and September 2,
2000 is approximately $117,000 and $176,000, respectively. Plan costs charged
to operations were approximately $12,000 in fiscal 2001, $24,000 in fiscal
2000, and approximately $25,000 in fiscal 1999.

7. Income taxes

The tax effect of each temporary basis difference and carry forward that
gives rise to significant deferred tax assets and deferred tax liabilities as
of September 1, 2001 and September 2, 2000 are as follows (in thousands):

|                                                                                      |  |      |        |      |  |  |        |  
|------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  |  | ------ | -
|                                                                                      |  | 2001 |        | 2000
|                                                                                      |  |      |        |     
|Accumulated tax depreciation of property and equipment in
excess of book depreciation |  |      | ($633  | )    |  |  | ($582  | )
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Various accruals and reserves                                                         |  |      | 1,309  |      |  |  | 888    |  
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Inventory                                                                             |  |      | 199    |      |  |  | 228    |  
|                                                                                     
|                                                                                     
|                                                                                     
|                                                                                     
|Other                                                                                 |  |      | 21     |      |  |  | 31     |  
|                                                                                      |  |      |        |      |  |  |        |  
|Net deferred tax asset                                                                |  |      | $  896 |      |  |  | $  565 |  
|                                                                                      |  |      |        |      |  |  |        |  

F-16



---



##### Table of Contents



A valuation allowance is provided when it is more likely than not that
some portion of the deferred tax asset will not be realized. Management
believes the existing net deductible temporary differences will reverse during
the periods in which the Company generates net taxable income. Based on this
belief and the Companys historical and current pre-tax earnings as well as its
expectations for the future, management believes it is more likely than not
that the Company will realize its deferred tax assets. As a result, no
valuation allowance was required as of September 1, 2001 and September 2, 2000.
Further, except for the effects of the reversal of net deductible temporary
differences, the Company is not currently aware of any factors that would cause
significant differences between taxable income and pre-tax book income in
future years.

Income tax expense consisted of the following (in thousands):

|                  |  |                   |      |              |  |               |       |   |  |   |     |  
|----------------- |  | ----------------- | ---- | ------------ |  | ------------- | ----- | - |  | - | --- | -
|                  |  | Fiscal year ended
|                  |  |                  
|                  |  | Sep. 1, 2001      |      | Sep. 2, 2000 |  | Aug. 28, 1999
|                  |  |                   |      |              |  |              
|Currently payable |  | $                 | 848  |              |  | $             | 1,561 |   |  | $ | 772 |  
|                 
|                 
|                 
|                 
|Deferred          |  |                   | (174 | )            |  |               | (11   | ) |  |   | (45 | )
|                  |  |                   |      |              |  |               |       |   |  |   |     |  
|Total             |  | $                 | 674  |              |  | $             | 1,550 |   |  | $ | 727 |  
|                  |  |                   |      |              |  |               |       |   |  |   |     |  

The deferred tax provision consisted of the following:

|                                  |  |                   |        |              |  |               |      |   |  |  |       |  
|--------------------------------- |  | ----------------- | ------ | ------------ |  | ------------- | ---- | - |  |  | ----- | -
|                                  |  | Fiscal year ended
|                                  |  |                  
|                                  |  | Sep. 1, 2001      |        | Sep. 2, 2000 |  | Aug. 28, 1999
|                                  |  |                   |        |              |  |              
|Excess tax over book depreciation |  |                   | $   52 |              |  |               | ($52 | ) |  |  | $  38 |  
|                                 
|                                 
|                                 
|                                 
|Other                             |  |                   | (226   | )            |  |               | 41   |   |  |  | (83   | )
|                                  |  |                   |        |              |  |               |      |   |  |  |       |  
|Total                             |  |                   | ($174  | )            |  |               | ($11 | ) |  |  | ($45  | )
|                                  |  |                   |        |              |  |               |      |   |  |  |       |  

The deferred tax provision excludes the impact of deferred taxes
associated with the minimum pension liability and interest rate derivative. The
minimum pension liability and interest rate derivative are charged directly to
equity net of tax.

The provision for income taxes differs from that computed at the federal
statutory corporate tax rate as follows (in thousands):

|                                            |  |                   |     |              |  |               |       |  |  |   |     | 
|------------------------------------------- |  | ----------------- | --- | ------------ |  | ------------- | ----- |  |  | - | --- | 
|                                            |  | Fiscal year ended
|                                            |  |                  
|                                            |  | Sep. 1, 2001      |     | Sep. 2, 2000 |  | Aug. 28, 1999
|                                            |  |                   |     |              |  |              
|Tax at 34% statutory rate                   |  | $                 | 527 |              |  | $             | 1,409 |  |  | $ | 617 | 
|                                           
|                                           
|                                           
|                                           
|State income taxes (net of federal
benefit) |  |                   | 105 |              |  |               | 141   |  |  |   | 110 | 
|                                           
|                                           
|                                           
|                                           
|Other                                       |  |                   | 42  |              |  |               | 0     |  |  |   | 0   | 
|                                            |  |                   |     |              |  |               |       |  |  |   |     | 
|Income Taxes                                |  | $                 | 674 |              |  | $             | 1,550 |  |  | $ | 727 | 
|                                            |  |                   |     |              |  |               |       |  |  |   |     | 

F-17



---



##### Table of Contents



8. Other information

Inventories - Inventories are summarized below (in thousands):

|                  |  |      |        |      |  |   |        | 
|----------------- |  | ---- | ------ | ---- |  | - | ------ | 
|                  |  | 2001 |        | 2000
|                  |  |      |        |     
|Finished Products |  | $    | 13,301 |      |  | $ | 16,273 | 
|                 
|                 
|                 
|                 
|Work in Process   |  |      | 576    |      |  |   | 488    | 
|                 
|                 
|                 
|                 
|Raw Materials     |  |      | 3,768  |      |  |   | 4,050  | 
|                  |  |      |        |      |  |   |        | 
|Total             |  | $    | 17,645 |      |  | $ | 20,811 | 
|                  |  |      |        |      |  |   |        | 

Accrued liabilities - Accrued liabilities are summarized below (in thousands):

|                                  |  |      |       |      |  |   |       | 
|--------------------------------- |  | ---- | ----- | ---- |  | - | ----- | 
|Description                       |  | 2001 |       | 2000
|                                  |  |      |       |     
|Property, payroll and other taxes |  | $    | 683   |      |  | $ | 1,171 | 
|                                 
|                                 
|                                 
|                                 
|Payroll, bonuses and commissions  |  |      | 1,773 |      |  |   | 2,071 | 
|                                 
|                                 
|                                 
|                                 
|Plant closing reserve (note 11)   |  |      | 120   |      |  |   | 0     | 
|                                 
|                                 
|                                 
|                                 
|Interest                          |  |      | 0     |      |  |   | 190   | 
|                                 
|                                 
|                                 
|                                 
|Other                             |  |      | 397   |      |  |   | 322   | 
|                                  |  |      |       |      |  |   |       | 
|Total                             |  | $    | 2,973 |      |  | $ | 3,754 | 
|                                  |  |      |       |      |  |   |       | 

9. Quarterly financial data (unaudited)

(in thousands of dollars except per share amounts)

|                                      |  |         |        |         |  |         |        |             |  |      |        |  |  |   |        |   |  |   |         | 
|------------------------------------- |  | ------- | ------ | ------- |  | ------- | ------ | ----------- |  | ---- | ------ |  |  | - | ------ | - |  | - | ------- | 
|                                      |  | First   |        | Second  |  | Third   |        | Fourth      |  |      |        | 
|Fiscal 2001                           |  | Quarter |        | Quarter |  | Quarter |        | Quarter (2) |  | Year
|                                      |  |         |        |         |  |         |        |             |  |     
|Net Sales as originally reported      |  | $       | 31,252 |         |  | $       | 21,124 |             |  | $    | 22,189 |  |  | $ | 22,572 |   |  | $ | 97,137  | 
|                                     
|                                     
|                                     
|                                     
|Net Sales as restated (3)             |  |         | 34,162 |         |  |         | 22,810 |             |  |      | 24,810 |  |  |   | 24,546 |   |  |   | 106,328 | 
|                                     
|                                     
|                                     
|                                     
|Gross Profit                          |  |         | 6,706  |         |  |         | 3,495  |             |  |      | 4,264  |  |  |   | 3,407  |   |  |   | 17,872  | 
|                                     
|                                     
|                                     
|                                     
|Net Income/(Loss)                     |  |         | 1,128  |         |  |         | 46     |             |  |      | 82     |  |  |   | (381   | ) |  |   | 875     | 
|                                     
|                                     
|                                     
|                                     
|Diluted earnings per common
Share (1) |  | $       | 0.26   |         |  | $       | 0.01   |             |  | $    | 0.02   |  |  |   | ($0.09 | ) |  | $ | 0.20    | 

|                                      |  |         |        |         |  |         |        |         |  |      |        |  |  |   |        |  |  |   |         | 
|------------------------------------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | ---- | ------ |  |  | - | ------ |  |  | - | ------- | 
|                                      |  | First   |        | Second  |  | Third   |        | Fourth  |  |      |        | 
|Fiscal 2000                           |  | Quarter |        | Quarter |  | Quarter |        | Quarter |  | Year
|                                      |  |         |        |         |  |         |        |         |  |     
|Net Sales                             |  | $       | 28,378 |         |  | $       | 24,020 |         |  | $    | 26,849 |  |  | $ | 25,590 |  |  | $ | 104,837 | 
|                                     
|                                     
|                                     
|                                     
|Gross Profit                          |  |         | 5,644  |         |  |         | 4,361  |         |  |      | 5,523  |  |  |   | 4,910  |  |  |   | 20,438  | 
|                                     
|                                     
|                                     
|                                     
|Net Income                            |  |         | 879    |         |  |         | 444    |         |  |      | 687    |  |  |   | 555    |  |  |   | 2,565   | 
|                                     
|                                     
|                                     
|                                     
|Diluted earnings
per common Share (1) |  | $       | 0.21   |         |  | $       | 0.10   |         |  | $    | 0.16   |  |  | $ | 0.13   |  |  | $ | 0.60    | 

(1)  Diluted earnings per common share are calculated by dividing net income by
the weighted average number of common and common equivalent shares outstanding
during the period. Diluted earnings per share are computed independently for
each of the quarters presented. Therefore, the sum of the quarterly diluted
earnings per common share information may not equal the annual diluted earnings
per common share.

(2)  See Note 11.

(3)  See Note 16.

F-18



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##### Table of Contents



10. Major customers and sources of supply

The Companys five largest customers accounted for approximately 44%, 49%
and 46% of the Companys total sales in fiscal 2001, fiscal 2000 and fiscal
1999. One customer accounted for approximately 28%, 32% and 27% of the
Companys total net sales in fiscal 2001, fiscal 2000 and fiscal 1999. The
loss of one or more of these customers at the same time could have a materially
adverse effect on the business of the Company. As of September 1, 2001 and
September 2, 2000, one customer accounted for approximately 30% and 34%
respectively, of total accounts receivable. The Companys customers include
large furniture chain store retailers, wholesale clubs, catalog retailers, and
independent distributors, as well as numerous smaller retailers.

Approximately 64% of the Companys total sales are of imported product.
The Company sources these products from various factories in Asia and Mexico,
both through agents and direct, based primarily on Company developed designs.
The Company maintains a showroom, production office, and quality control
organization in China. An unanticipated interruption in the flow of products
from one or more of these factories could have a short-term material adverse
effect on the Companys results of operations.

11. Plant closing and restructuring

During the fourth quarter of fiscal 2001 the Company committed to
discontinue the manufacturing of promotional bedroom furniture during the first
quarter of fiscal 2002. The Company believes the decline in aggregate demand
for fully assembled promotional bedroom furniture and excess industry capacity
prevent this product line from recovering the costs of manufacturing, including
the cost of capital. The Company does not anticipate the trend reversing. As
a result, the Company, during the fourth quarter of fiscal 2001, has recorded a
pre-tax charge of $775,000 for the expected cost of discontinuing the
production of promotionally priced bedroom furniture. The charge included book
provisions of approximately $575,000 for reducing certain inventory items to
estimated net realizable value. The inventory charge representing a permanent
basis reduction was recorded as a separate component of cost of sales. An
$80,000 charge for expected losses relating to uncollectible accounts
receivable was charged to bad debt expense, a component of selling, general,
and administrative expenses. A $120,000 charge for severance pay, which is
called for under Company policy, relates to the termination of certain salaried
and support staff personnel, and was charged to restructuring costs in the
statements of operations.

During the fourth quarter of fiscal 1999 management committed to
permanently close its Ferdinand, Indiana furniture manufacturing plant during
fiscal 2000. During the fourth quarter of fiscal 1999 the Company recorded a
pre-tax charge of $600,000 for the expected costs of closing the
above-mentioned plant. As of May 27, 2000 the Company had completed the shut
down of the Ferdinand, Indiana plant. During the third quarter of fiscal 2000
the Company recognized a $166,000 gain on the sales of assets. The Company
also recorded a $125,000 plant closing reserve credit in the second fiscal
quarter of fiscal 2000, as plant-closing costs were less than anticipated.

12. Derivative & Hedging Activities

The Company utilizes interest rate swaps to hedge against adverse changes
in interest rates relative to the Companys variable rate debt. The interest
rate swaps are not utilized to take speculative positions. The Companys
policies with regards to activities involving derivative instruments were
established and those policies along with actual derivative related results are

F-19



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##### Table of Contents



periodically reviewed with the Companys Board of Directors.

In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities. The
Company adopted the new Statement effective September 3, 2000 and recorded
$194,000 as a cumulative effect of a change in accounting principle. The
Company has recorded the fair market value of its interest rate swaps as cash
flow hedges on its balance sheet and has marked them to fair value through
other comprehensive income. The fair market values of the swaps are
approximately ($113,000) as of September 1, 2001 and are reflected as other
long-term liabilities on the accompanying balance sheet.

13. Fair Value of Financial Instruments

The book values of cash, trade receivables and trade payables are
considered to be representative of their respective fair values because of the
immediate or short-term maturities of these financial instruments. The fair
value of the Companys debt instruments approximated the book value because
substantial portions of the underlying instruments are variable rate notes that
re-price frequently.

The Company as of September 1, 2001 has interest rate swaps in the nominal
amount of approximately $5.2 million, which are used to reduce the risk of
interest rate movements for a portion of its long-term debt. The market value
of the swaps is approximately an $113,000 liability.

14. Source and Supply of Labor

The Company employs approximately 371 employees, of whom approximately 109
are covered by a collective bargaining contract, which expires March 31, 2004.

15. Earnings Per Common Share

|                                                                                                              |  |                           |       |      |  |      |       |  |  |   |       | 
|------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                                                                                                              |  | (Amounts in thousands    
|                                                                                                              |  | except per share amounts)
|                                                                                                              |  |                          
|                                                                                                              |  | 2001                      |       | 2000 |  | 1999
|                                                                                                              |  |                           |       |      |  |     
|Net Income                                                                                                    |  | $                         | 875   |      |  | $    | 2,565 |  |  | $ | 1,088 | 
|                                                                                                              |  |                           |       |      |  |      |       |  |  |   |       | 
|Average common shares outstanding                                                                             |  |                           | 4,221 |      |  |      | 4,103 |  |  |   | 3,991 | 
|                                                                                                             
|                                                                                                             
|                                                                                                             
|                                                                                                             
|Common stock equivalents-dilutive options                                                                     |  |                           | 144   |      |  |      | 171   |  |  |   | 392   | 
|                                                                                                              |  |                           |       |      |  |      |       |  |  |   |       | 
|Average shares of common stock and equivalents
outstanding                                                    |  |                           | 4,365 |      |  |      | 4,274 |  |  |   | 4,383 | 
|                                                                                                              |  |                           |       |      |  |      |       |  |  |   |       | 
|Basic earnings per share
(Net income divided by average common shares
outstanding)                            |  | $                         | 0.21  |      |  | $    | 0.63  |  |  | $ | 0.27  | 
|                                                                                                              |  |                           |       |      |  |      |       |  |  |   |       | 
|Diluted earnings per share
(Net income divided by average shares of common
stock and equivalents outstanding) |  | $                         | 0.20  |      |  | $    | 0.60  |  |  | $ | 0.25  | 
|                                                                                                              |  |                           |       |      |  |      |       |  |  |   |       | 

F-20



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##### Table of Contents



16. Restatement

Subsequent to the issuance of the Companys fiscal 2001 consolidated
financial statements, management restated the Companys fiscal 2001
consolidated statement of operations to reflect the application of EITF 00-10,
Accounting for Shipping and Handling Revenue and Costs. EITF 00-10, which
was required to be adopted by the Company in the fiscal year ended September 1,
2001, requires that all shipping and handling costs billed to customers be
recorded as sales and the actual costs incurred be recorded as a component of
cost of sales. Before adopting EITF 00-10, the Company netted freight revenue
against freight costs. As a result of adopting EITF 00-10, the Companys
fiscal 2001 net sales and cost of sales both increased by approximately $9.2
million to reflect the inclusion of shipping revenues and costs, but there was
no effect on the Companys operating income, net income, earnings per share, or
cash flows. See note 16 to the consolidated financial statements.

Compliance with EITF 00-10 required the Company to modify its information
systems, which was completed during the third quarter of fiscal 2002. The
Company has not restated the results of operations for the fiscal years ended
September 2, 2000 and August 28, 1999 for the effects of EITF 00-10 as
restatement was impracticable.

The following table reconciles the net sales and cost of sales as
originally reported for the fiscal year ended September 1, 2001 to the restated
net sales and cost of sales following adoption of EITF 00-10:

|                                                  |  |              |         |              |  |            |         |  |  |   |        | 
|------------------------------------------------- |  | ------------ | ------- | ------------ |  | ---------- | ------- |  |  | - | ------ | 
|                                                  |  | September 1, |         | September 2, |  | August 28,
|                                                  |  | 2001         |         | 2000         |  | 1999      
|                                                  |  |              |         |              |  |           
|Net sales as originally
reported                  |  | $            | 97,137  |              |  | $          | 104,837 |  |  | $ | 80,373 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Increase in net sales
due to restatement          |  |              | 9,191   |              |  |            | 0       |  |  |   | 0      | 
|                                                  |  |              |         |              |  |            |         |  |  |   |        | 
|Restated net sales                                |  |              | 106,328 |              |  |            | 104,837 |  |  |   | 80,373 | 
|                                                  |  |              |         |              |  |            |         |  |  |   |        | 
|Cost of sales as
originally reported              |  |              | 79,265  |              |  |            | 84,399  |  |  |   | 64,476 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Increase in cost of
sales due to restatement      |  |              | 9,191   |              |  |            | 0       |  |  |   | 0      | 
|                                                  |  |              |         |              |  |            |         |  |  |   |        | 
|Restated cost of sales                            |  |              | 88,456  |              |  |            | 84,399  |  |  |   | 64,476 | 
|                                                  |  |              |         |              |  |            |         |  |  |   |        | 
|Gross profit, as
previously reported and
restated |  | $            | 17,872  |              |  | $          | 20,438  |  |  | $ | 15,897 | 
|                                                  |  |              |         |              |  |            |         |  |  |   |        | 

F-21



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##### Table of Contents






Part IV.

|            |  |                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------
|Item 14.    |  | EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.                              
|           
|           
|           
|           
|            |  | The financial statements required by Sections 14(a) 1 and 2 and
14(d) are included under Item 8.
|           
|           
|           
|           
|            |  | The exhibits required by Item 14(a) 3 are listed on the index to Exhibits.                      
|           
|           
|           
|           
|            |  | Schedules required by Item 14(d) follow the signature pages.                                    
|           
|           
|           
|           
|Item 14(b). |  | REPORTS ON FORM 8-K                                                                             
|           
|           
|           
|           
|            |  | None.                                                                                           



---



##### Table of Contents



IV-1




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

|       |  |                  |  |                                                                                                
|------ |  | ---------------- |  | -----------------------------------------------------------------------------------------------
|DATED: |  | November 6, 2002 |  | DMI FURNITURE, INC.                                                                            
|      
|       |  |                  |  | By:/S/Donald D. DreherPresident, Chairman of the Board and Chief
Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

|                                              |  |                                                                                               |  |                 
|--------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ----------------
|/S/Joseph G. Hill

Joseph G. Hill             |  | Executive Vice President,
Operations and Director                                             |  | November 6, 2002
|                                             
|/S/Phillip J. Keller

Phillip J. Keller       |  | Vice President, Finance,
Chief Financial Officer,
Treasurer, and Principal
Accounting Officer |  | November 6, 2002
|                                             
|/S/Thomas M. Levine.

Thomas M. Levine        |  | Director                                                                                      |  | November 6, 2002
|                                             
|/S/David Martin

David Martin                 |  | Director                                                                                      |  | November 6, 2002
|                                             
|/S/W. Howard Armistead

W. Howard Armistead   |  | Director                                                                                      |  | November 6, 2002
|                                             
|/S/Daniel H. Abramowitz

Daniel H. Abramowitz |  | Director                                                                                      |  | November 6, 2002
|                                             
|/S/Donald D. Dreher

Donald D. Dreher         |  | President, Chief
Executive Officer, Chairman
of the Board and Director                        |  | November 6, 2002



---



##### Table of Contents



IV-2

DMI FURNITURE, INC.
SCHEDULE II

|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|-------------------------------- |  | ---------- | ------- | ------------ |  | ----------- | -------- | --------- |  | - | ------- |  |  | - | ------- | 
|                                 |  |            |         |              |  | Additions   |          |           |  |   |         |  |  |  
|                                 |  |            |         |              |  | Charged/    |          |           |  |   |         |  |  |  
|                                 |  | Balance at |         | (credited)   |  | Charge-offs |          | Balance  
|                                 |  | Beginning  |         | to Costs and |  | Net of      |          | at End   
|Description                      |  | of Period  |         | Expenses     |  | Recoveries  |          | of Period
|                                 |  |            |         |              |  |             |          |          
|Allowance for doubtful accounts: |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|                                
|                                
|                                
|                                
|Year ended August 28, 1999       |  | $          | 150,000 |              |  | $           | 132,000  |           |  | $ | 107,000 |  |  | $ | 175,000 | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|Year ended September 2, 2000     |  | $          | 175,000 |              |  | $           | 207,000  |           |  | $ | 181,000 |  |  | $ | 201,000 | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|Year ended September 1, 2001     |  | $          | 201,000 |              |  | $           | 614,000  |           |  | $ | 188,000 |  |  | $ | 627,000 | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|Restructuring Charges:           |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|                                
|                                
|                                
|                                
|Year ended August 28, 1999       |  | $          |        |              |  | $           | 600,000  |           |  | $ |        |  |  | $ | 600,000 | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|Year ended September 2, 2000     |  | $          | 600,000 |              |  | $           | (125,000 | )         |  | $ | 475,000 |  |  | $ |        | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 
|Year ended September 1, 2001     |  | $          |        |              |  | $           | 120,000  |           |  | $ |        |  |  | $ | 120,000 | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 



---



##### Table of Contents



Item 14(a)3. EXHIBITS

|          |      |     |  |                                                                                                                                                         
|--------- | ---- | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|          |      |     |  |                                                                                                                                                         
|          |      |     |  |                                                                                                                                                         
|          |      |     |  |                                                                                                                                                         
|          |      |     |  |                                                                                                                                                         
|*         | (3)  | (a) |  | Restated Certificate of Incorporation                                                                                                                   
|         
|         
|         
|         
|*******   |      | (b) |  | Bylaws                                                                                                                                                  
|         
|         
|         
|         
|*         | (4)  | (a) |  | Restated Certificate of Incorporation                                                                                                                   
|         
|         
|         
|         
|*******   |      | (b) |  | Bylaws                                                                                                                                                  
|         
|         
|         
|         
|********  | (10) | (a) |  | 1988 Stock Option Plan for Employees                                                                                                                    
|         
|         
|         
|         
|*****     |      | (b) |  | Non-employee Director Stock Option
Program                                                                                                              
|         
|         
|         
|         
|*****     |      | (c) |  | Form of Indemnification Agreement                                                                                                                       
|         
|         
|         
|         
|*****     |      | (d) |  | Amendment of Employment Agreement and
Officer Severance Agreement dated as of
May 19, 1988 between Joseph G. Hill and
DMI Furniture, Inc.               
|         
|         
|         
|         
|****      |      | (e) |  | First Amendment to Amended and Restated Credit
Agreement between DMI Furniture, Inc. and Bank One,
Indiana, National Association dated July 2, 1998.    
|         
|         
|         
|         
|****      |      | (f) |  | Second Amendment to Amended and Restated Credit
Agreement between DMI Furniture, Inc. and Bank One,
Indiana, National Association dated August 27, 1998.
|         
|         
|         
|         
|*****     |      | (g) |  | Amendment of Employment Agreement and
Officer Severance Agreement dated as of
May 19, 1988 between Donald D. Dreher and
DMI Furniture, Inc.             
|         
|         
|         
|         
|**        |      | (h) |  | Amended and Restated Credit Agreement between
Bank One, Indianapolis, National Association, and
DMI Furniture, Inc. dated October 3, 1997.              
|         
|         
|         
|         
|*****     |      | (i) |  | Loan Agreement between City of Huntingburg, Indiana
and DMI Furniture, Inc. dated June 1, 1994.                                                         
|         
|         
|         
|         
|*****     |      | (j) |  | 1993 Long Term Incentive Stock Plan for Employees                                                                                                       
|         
|         
|         
|         
|*****     |      | (k) |  | Stock Compensation and Deferral Plan for Outside Directors.                                                                                             
|         
|         
|         
|         
|*****     |      | (l) |  | Loan Agreement between City of Huntingburg, Indiana and
DMI Furniture, Inc. dated as of October 1, 1993.                                                
|         
|         
|         
|         
|********* |      | (n) |  | Extension and Renewal of Employment Agreement
as of April,26, 2000 between DMI Furniture, Inc.
and Donald D. Dreher                                     
|         
|         
|         
|         
|*****     |      | (o) |  | 1998 Stock Option Plan For Independent Directors                                                                                                        
|         
|         
|         
|         
|****      |      | (p) |  | Third Amendment To Amended And Restated Credit
Agreement dated as of July, 1999 between Bank One,
Indiana N.A. and DMI Furniture, Inc.                  
|         
|         
|         
|         
|****      |      | (q) |  | Promissory Note Modification Agreement dated as of
July, 1999 between Bank One, Indiana N.A. and
DMI Furniture, Inc.                                    



---



##### Table of Contents



|            |  |     |  |                                                                                                                                             
|----------- |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|****        |  | (r) |  | Fourth Amendment To Amended And Restated Credit
Agreement dated as of October, 1999 between Bank One,
Indiana N.A. and DMI Furniture, Inc.  
|           
|           
|           
|           
|******      |  | (s) |  | Fifth Amendment To Amended And Restated Credit
Agreement dated as of February17, 2000 between Bank One,
Indiana N.A. and DMI Furniture, Inc.
|           
|           
|           
|           
|******      |  | (t) |  | Sixth Amendment To Amended And Restated Credit
Agreement dated as of March 12, 2000 between Bank One,
Indiana N.A. and DMI Furniture, Inc.  
|           
|           
|           
|           
|*********   |  | (u) |  | Seventh Amendment To Amended And Restated Credit
Agreement dated as of July 12, 2000 between Bank One,
Indiana N.A. and DMI Furniture, Inc. 
|           
|           
|           
|           
|**********  |  | (v) |  | Eight Amendment To Amended And Restated Credit
Agreement dated as of December 1, 2000 between Bank One,
Indiana N.A. and DMI Furniture, Inc.
|           
|           
|           
|           
|*********** |  | (w) |  | Ninth Amendment To Amended And Restated Credit
Agreement dated as of Ma 1, 2001 between Bank One,
Indiana N.A. and DMI Furniture, Inc.      

|            |  |                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------
|*           |  | Incorporated by reference to Registration No. 333-5246                                         
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|           
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|**          |  | Incorporated by reference to report on Form 10-Q for the fiscal quarter
ended November 29, 1997
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|***         |  | Incorporated by reference to Proxy Statement dated February 20, 1998.                          
|           
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|****        |  | Incorporated by reference to Form 10-K for the fiscal year ended August
28, 1999               
|           
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|*****       |  | Incorporated by reference to Form 10-Q for the fiscal quarter ended
November 30, 1999.         
|           
|           
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|******      |  | Incorporated by reference to Form 10-Q for the fiscal quarter ended May
27, 2000.              
|           
|           
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|*******     |  | Incorporated by reference to Form 8-K dated September 6, 2000.                                 
|           
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|********    |  | Incorporated by reference to Registration Number 33-64188                                      
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|*********   |  | Incorporated by reference to Form 10-K for the fiscal year ended
September 2, 2000.            
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|**********  |  | Incorporated by reference to Form 10-Q for the fiscal quarter ended
December 2, 2000.          
|           
|           
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|*********** |  | Incorporated by reference to Form 10-Q for the fiscal quarter ended
June 2, 2000.