TABLE OF CONTENTS




|                                    |                                                                                               |  |  |  |  |  |  | 
|----------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part I.                            
|                                    | Item 1. BUSINESS.                                                                            
|                                    | Item 2. PROPERTIES.                                                                          
|                                    | Item 3. LEGAL PROCEEDINGS.                                                                   
|                                    | Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                 
|Part II.                           
|                                    | Item 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED SECURITY HOLDER MATTERS.        
|                                    | ITEM 6.                                                                                      
|                                    | Item 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
|                                    | Item 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
|Part III.                          
|                                    | Item 10. DIRECTORS AND EXCUTIVE OFFICERS OF THE PARTICIPANT                                  
|                                    | Item 11. EXECUTIVE COMPENSATION                                                              
|                                    | Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                      
|                                    | Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                      
|Part IV.                           
|                                    | Item 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.                  
|                                    | Item 14(b). REPORTS ON FORM 8-K                                                              
|SIGNATURES                         
|                                    | Item 14(a)3. EXHIBITS                                                                        
|Exhibit 10(M)--Employment Agreement
|Exhibit 21--Subsidiaries           
|Exhibit 23--Consent                



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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



---



FORM 10-K

|    |  |                                                                                                    
|--- |  | ---------------------------------------------------------------------------------------------------
|[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, $.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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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 $.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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Part I.




Item 1. BUSINESS.

Preliminary Note Regarding Forward-Looking Statements

The information set forth in Item 1. Business, in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations, and
in the other portions of this report includes forward-looking statements about
the Corporation and its business. For this purpose, the use of words such as
believes, anticipates, plans, expects, and similar expressions are
intended to identify forward-looking statements. Factors that realistically
could cause results to differ materially from those projected in the
forward-looking statements include the cyclical and seasonal nature of the
furniture market; the availability and cost of raw materials and labor;
availability, terms and deployment of capital; events that disrupt the flow of
goods from off-shore manufacturing sources; merchandising decisions by one or
more of the Companys major customers that reduce their purchases of the
Companys furniture products; changes in fashion or tastes; general conditions
in the economy or capital markets; demographic changes; competition; and other
factors identified in Item 1. Business, in Item 7. Managements Discussion
and Analysis of Financial Condition and Results of Operations, and in other
portions of this report.

(a) General Development of Business.

The operations of the Company during the past three years consisted of the
manufacture, import, and sale of low and medium-priced residential, home office,
and commercial office furniture.

(b) Financial Information About Industry Segments.

The Companys continuing operations as shown in its Selected Financial Data
(See Item 6) for the five years ended September 1, 2001, consist of one industry
segment  the manufacture, import, and sale of furniture.

(c) Narrative Description of the Business.

The Company manufactures, imports, and sells low and medium-priced bedroom
furniture, dining furniture, occasional and accent furniture, home office and
commercial office furniture, conference tables, and chairs.

The Companys furniture products are marketed throughout the United States,
Puerto Rico, Canada, Mexico, Caribbean, and Saudi Arabia, principally to
furniture retailers. Export sales totaled approximately 2% of the Companys
sales in fiscal 2001. Approximately 6% of the Companys sales are to wholesale
distributors. The Companys sales are made through independent, commissioned
sales representatives, as well as sales and marketing personnel employed by the
Company. The Company maintains showrooms for furniture markets in High Point,
North Carolina. The Company also participates in the annual NeoCon commercial
office furniture tradeshow in Chicago, Illinois.

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Approximately 64% of the Companys total sales are of imported product. The
Company sources these products from various factories in Asia and South America,
both through agents and direct, based primarily on Company developed designs.
The Company maintains a showroom, production office, and quality control
organization in China and Thailand. 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.

The raw materials essential to the domestic manufacture of furniture are
wood, board products, fabric, finishing materials, hardware and glass. There are
a number of sources of supply for wood, board products and fabric. Approximately
42% of these materials are purchased from independent suppliers, and the balance
of these materials are obtained by the Company by processing purchased logs and
lumber through the Companys saw mill and dimension plant, by cutting various
types of board and drawer body parts, and manufacturing high pressure laminated
tops for its office furniture. If, for any reason, the Companys existing
sources of supply for any of its raw materials became unable to service the
Company, the Company believes its furniture manufacturing operations would not
be adversely affected because there are adequate alternate sources of supply.

The Company owns or uses the following trademarks in connection with its
furniture products, which trademarks are due to expire on the dates indicated
below:

|                                                        |  |                  |  |      |         | 
|------------------------------------------------------- |  | ---------------- |  | ---- | ------- | 
|Trademark                                               |  | Product          |  | Date
|                                                        |  |                  |  |     
|TOP GUARD                                               |  | All DMI products |  |      | 2002    | 
|                                                        |  |                  |  |      |         | 
|Wood Classics Furniture Company                         |  | All DMI products |  |      | 2006    | 
|                                                        |  |                  |  |      |         | 
|Carolina Desk Company                                   |  | All DMI products |  |      | 2008    | 
|                                                        |  |                  |  |      |         | 
|DMI                                                     |  | All DMI products |  |      | 2009    | 
|                                                        |  |                  |  |      |         | 
|DMI Furniture, Inc.                                     |  | All DMI products |  |      | 2009    | 
|                                                        |  |                  |  |      |         | 
|Wood Manor                                              |  | All DMI products |  |      | 2007    | 
|                                                        |  |                  |  |      |         | 
|Cyber City Furniture Warehouse                          |  | All DMI products |  |      | 2007    | 
|                                                        |  |                  |  |      |         | 
|Carolina Classics Office Furniture
Company              |  | All DMI products |  |      | 2010    | 
|                                                        |  |                  |  |      |         | 
|Wynwood                                                 |  | All DMI products |  |      | 2009    | 
|                                                        |  |                  |  |      |         | 
|Homestyles                                              |  | All DMI products |  |      | 2011    | 
|                                                        |  |                  |  |      |         | 
|Dolly Madison                                           |  | All DMI products |  |      | 2010    | 
|                                                        |  |                  |  |      |         | 
|Barrister Oak                                           |  | All DMI products |  |      | 2008    | 
|                                                        |  |                  |  |      |         | 
|Freelance                                               |  | All DMI products |  |      | Pending | 
|                                                        |  |                  |  |      |         | 
|Euroflex                                                |  | All DMI products |  |      | Pending | 
|                                                        |  |                  |  |      |         | 
|Flexcom                                                 |  | All DMI products |  |      | Pending | 
|                                                        |  |                  |  |      |         | 
|Shenandoah Valley Furniture
Company & Design            |  | All DMI products |  |      | Pending | 
|                                                        |  |                  |  |      |         | 
|Locust Grove Furniture Company                          |  | All DMI products |  |      | Pending | 
|                                                        |  |                  |  |      |         | 
|Sonoma Collection by Virginia
County Furniture Classics |  | All DMI products |  |      | Pending | 

It is not common in the furniture industry to obtain a patent for a
furniture design. If a particular design of a furniture manufacturer is well
accepted in the marketplace, it is common for other manufacturers to imitate the
same design without recourse by the furniture manufacturer who initially
introduced the design. The Company often engages independent designers to work
in conjunction with its own personnel in designing furniture products.

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The Companys sales have historically not been subject to material seasonal
fluctuations. However, as the Companys seasonal promotions of imported
furniture increase, the sales may become more subject to quarterly fluctuations.
See Note 9 to the consolidated financial statements.

It is the furniture industrys and the Companys practice to grant extended
payment terms from time to time to promote sales of products. From time to time,
the Company extends payment terms by 30 to 60 days in an attempt to stimulate
sales of its products. The frequency of the special payment terms depends upon
general business conditions, but generally extended terms are offered only once
or twice per year and then only on certain products. These special payment terms
have not had, nor are they expected to have in the future, any material impact
on the Companys liquidity.

The Companys five largest customers accounted for approximately 44% of the
Companys total sales in fiscal 2001. One customer, Sams Wholesale Club, a
division of Wal-Mart Stores, Inc., accounted for more than 10% of the Companys
total net sales for fiscal 2001. 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, one customer accounted for approximately 30%
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.

The furniture industry is extremely competitive. The Company competes in
the national market for low to upper medium-priced furniture. Due to the
fragmented nature of the furniture manufacturing industry and the unavailability
of complete financial reports for all its competitors, the Company is unable to
accurately state its rank in the industry. There are, however, a number of
furniture manufacturers with substantially greater sales and greater economic
resources than the Company, a number of which are subsidiaries or divisions of
large national companies. The principal methods of competition in the furniture
industry are design, pricing, sales force, customer service, and manufacturing
location.

The Company is a vertically integrated manufacturer, importer, and marketer
of residential and commercial office furniture with five manufacturing plants in
Indiana and manufacturing sources in Asia and South America. DMIs divisions are
DMI Office Furniture, DMI Desk Company, Dolly Madison Furniture, WYNWOOD
Furniture Company, and Home Styles.

The Company employs approximately 371 employees, of whom approximately 109
are covered by collective bargaining contracts. The Company presently does not
anticipate a strike or work stoppage at any of its facilities. However, it
cannot be assumed that labor difficulties will not be encountered in the future.




Item 2. PROPERTIES.

The Companys principal offices are located in 10,336 square feet of leased
office space in Louisville, Kentucky.

The Company owns two operating furniture-manufacturing plants located in
Huntingburg,

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Indiana (78,910 square feet, and 100,000 square feet); a sawmill and a dimension
parts plant located in Ferdinand, Indiana; and a fabrication plant in
Huntingburg, Indiana (98,000 square feet). In addition, the Company owns two
warehousing facilities totaling 335,000 square feet in Huntingburg, Indiana.

During fiscal 2000 the Company closed and sold its furniture manufacturing
plant located in Ferdinand, Indiana (117,823 square feet). See Note 11 to the
financial statements for additional information.

All of the Companys properties are encumbered by mortgages held by its
bank. See Note 2 to the consolidated financial statements.

The productive capacity and extent of utilization of each of the Companys
manufacturing facilities for the fiscal year ended September 1, 2001 are set
forth in the table below. Productive capacity is defined for this purpose as
gross sales dollars produced both for outside sales and internal integration,
working fifty hours per week on a single shift with the existing number of
employees and no material investments in machinery and equipment or change in
product mix. The Company has on occasion operated more than one shift at one of
its plants and may add shifts to other plants in the future to increase
capacity.

Fiscal 2001

|                                      |  |                        |        |            |  |            |        |  |  |  |    |  
|------------------------------------- |  | ---------------------- | ------ | ---------- |  | ---------- | ------ |  |  |  | -- | -
|Facility                              |  | Capacity               |        | Production |  | % Utilized
|                                      |  |                        |        |            |  |           
|                                      |  | (dollars in thousands) |        |            |  |           
|Huntingburg, IN 5th St. Plant         |  | $                      | 23,754 |            |  | $          | 18,464 |  |  |  | 78 | %
|Huntingburg, IN Chestnut Street Plant |  | $                      | 22,866 |            |  | $          | 16,644 |  |  |  | 73 | %
|Huntingburg, IN Fabricator Plant      |  | $                      | 8,319  |            |  | $          | 6,860  |  |  |  | 82 | %
|Ferdinand, IN Sawmill/Dimension Plant |  | $                      | 8,292  |            |  | $          | 7,019  |  |  |  | 85 | %




Item 3. LEGAL PROCEEDINGS.

The Company is a defendant in various lawsuits arising in the normal course
of business. In managements opinion, these lawsuits are not material to the
results of operations or financial position of the Company, or are adequately
covered by insurance.




Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted during the fourth quarter of the fiscal year
which required a vote of security holders.

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Part II.




Item 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS.

(a) Price Range of Common Stock

The Companys Common Stock is traded in the over-the-counter market and is
quoted on NASDAQ under the trading symbol DMIF. The following table sets forth
the high and low bid quotations, as reported by NASDAQ for the Companys Common
Stock, for each fiscal quarter indicated. The quotations represent prices
between dealers, do not include commissions, mark-ups or markdowns and may not
represent actual transactions.

|                    |  |          |      |         |  |   |      | 
|------------------- |  | -------- | ---- | ------- |  | - | ---- | 
|Price               |  | High Bid |      | Low Bid
|                    |  | Price    |      | Price  
|                    |  |          |      |        
|1st Quarter of 2000 |  | $        | 2.50 |         |  | $ | 1.25 | 
|2nd Quarter of 2000 |  | $        | 2.38 |         |  | $ | 1.00 | 
|3rd Quarter of 2000 |  | $        | 2.88 |         |  | $ | 2.00 | 
|4th Quarter of 2000 |  | $        | 2.81 |         |  | $ | 1.97 | 
|1st Quarter of 2001 |  | $        | 2.94 |         |  | $ | 1.63 | 
|2nd Quarter of 2001 |  | $        | 2.69 |         |  | $ | 1.88 | 
|3rd Quarter of 2001 |  | $        | 2.13 |         |  | $ | 1.76 | 
|4th Quarter of 2001 |  | $        | 2.05 |         |  | $ | 1.25 | 

(b) Approximate Number of Equity Security Holders

Title of Class  Common Stock, $.10 Par Value

Approximate Number of Stockholders as of September 1, 2001  1,270

(c) Dividend History

No dividends have been paid on the Registrants Common Stock since its
issuance on November 11, 1977.

(d) Dividend Policy

Payment of dividends is within the discretion of the Companys Board of
Directors and will depend, among other factors, on earnings, capital
requirements and the operating and financial condition of the Company. At the
present time, the Companys anticipated capital requirements are such that it
intends to follow a policy of retaining earnings in order to finance the
development of its business and the retirement of its debt. In addition, the
Companys present financing agreement with Bank One, Indiana, N.A. prohibits the
payment of dividends on common stock without the written consent of the bank.
See Note 2 to the consolidated financial statements.

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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                                    |  | $                                               | 97,137 |              |  | $          | 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                                 |  | $                                               | 46,629 |              |  | $          | 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 $.40.                                                                                                                                                                                                                        
|         |  |                                                                                                                                                                                                                                                                                                                                                              
|Note 4 - |  | Includes plant closing reserve which reduced net income and earnings
per common share by approximately $372,000 and $.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.

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Item 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

Overview

The Companys revenues and profitability declined during the fiscal year
ended September 1, 2001. The decline in revenue for the year 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 recording certain inventory items at 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 uncollectable 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 decreased by $7,700,000 or approximately 7% from
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.

The Companys gross margin, excluding a permanent basis adjustment of
$575,000 relating to discontinuing production of promotionally priced bedroom
furniture, was $18,447,000 or 18.9% for fiscal 2001. The gross margin for fiscal
2000 was $20,438,000 or 19.5% of sales. The decline in gross profit in fiscal
2001 was the result of lower shipment volume and lower utilization of the
Companys production facilities.

Selling, general and administrative (S,G&A) expenses excluding
restructuring charges were $14,093,000 or 14.5% 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.

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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 the fiscal
year.

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 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.

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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.

Gain On Disposal Of Property, Plant and Equipment  during fiscal 2000 the
Company sold or retired 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.

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.

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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 change 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 Plant 4 (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.

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 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

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approximately ($113,000) as of September 1, 2001 and are reflected as other
long-term liabilities on the accompanying balance sheet.

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 July 2001, the Financial Accounting Standard Board issued Statement No.
141, Business Combinations; Statement No. 142 Goodwill and Other Intangible
Assets; and Statement No. 143, Accounting for Asset Retirement Obligations.
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)

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DMI FURNITURE, INC.
FORM 10-K
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:                                                                                           |  |           
|                                                                                                                             |  |           
|Report of Independent Public Accountants                                                                                     |  | F-1       
|                                                                                                                             |  |           
|Consolidated Balance Sheets as of September 1, 2001 and September 2, 2000                                                    |  | F-2, F-3  
|                                                                                                                             |  |           
|Consolidated Statements of Operations for the years ended
September 1, 2001, September 2, 2000 and August 28, 1999           |  | F-4       
|                                                                                                                             |  |           
|Consolidated Statements of Stockholders Equity for the years ended
September 1, 2001, September 2, 2000 and August 28, 1999 |  | F-5       
|                                                                                                                             |  |           
|Consolidated Statements of Cash Flows for the years ended September 1, 2001,
September 2, 2000 and August 28, 1999           |  | F-6, F-7  
|                                                                                                                             |  |           
|Notes to Consolidated Financial Statements                                                                                   |  | F-8  F-19

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.

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

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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 |                                   |                       | 16,864 |        |   |        | 17,891 |       
|                                        |                                                                    |                                   | $201 on Sep. 2, 2000) |        |        |   |        |        |        |  | 
|                                        | 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    |       
|                                        | Construction in progress                                           |                                   |                       | 30     |        |   |        | 399    |       
|                                        |                                                                    |                                   |                       |        |        |   |        |       
|                                        |                                                                    |                                   | 20,892                |        |        |   | 20,348 |       
|                                        | Less accumulated depreciation                                      |                                   |                       | 11,545 |        |   |        | 10,613 |       
|                                        |                                                                    |                                   |                       |        |        |   |        |       
|                                        |                                                                    | Net property, plant and equipment |                       |        | 9,347  |   |        |        | 9,735  | 
|                                        |                                                                    |                                   |                       |        |        |   |        |       
|Other assets                            |                                                                    |                                   | 365                   |        |        |   | 181    |       
|                                        |                                                                    |                                   |                       |        |        |   |        |       
|Total assets                            |                                                                    | $                                 | 46,629                |        |        | $ | 50,949 |       
|                                        |                                                                    |                                   |                       |        |        |   |        |       

See accompanying notes.
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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                                                                                                          |                            |        | 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)                                                                                               |                            |        | 495    |        |   |        | 0      |       
|                                           | Deferred compensation (note 6)                                                                                               |                            |        | 117    |        |   |        | 176    |       
|                                           | Deferred income taxes (note 7)                                                                                               |                            |        | 571    |        |   |        | 676    |       
|                                           | Other long-term liabilities (note 12)                                                                                        |                            |        | 113    |        |   |        | 0      |       
|                                           |                                                                                                                              |                            |        |        |        |   |        |       
|                                           |                                                                                                                              |                            | 21,816 |        |        |   | 27,353 |       
|                                           |                                                                                                                              |                            |        |        |        |   |        |       
|Commitments and Contingencies (note 4)     |                                                                                                                              |                            |        |        |        |   |        |       
|Stockholders equity:                      |                                                                                                                              |                            |        |        |        |   |        |       
|                                           | Common stock, $.10 par value, 9,600,000 shares (note 5)
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 |                                                                                                                              | $                          | 46,629 |        |        | $ | 50,949 |       
|                                           |                                                                                                                              |                            |        |        |        |   |        |       

See accompanying notes.
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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       
|                                                 |         |   |              |      |              |   |            
|Net sales                                        |         | $ | 97,137       |      |              | $ | 104,837     |      |  | $ | 80,373 |     
|Cost of sales                                    |         |   | 78,690       |      |              |   | 84,399      |      |  |   | 64,476 |     
|Cost of sales-restructuring (note 11)            |         |   | 575          |      |              |   | 0           |      |  |   | 0      |     
|                                                 |         |   |              |      |              |   |             |      |  |   |        |     
|Gross profit                                     |         |   | 17,872       |      |              |   | 20,438      |      |  |   | 15,897 |     
|Margin                                           |         |   | 18.4         | %    |              |   | 19.5        | %    |  |   | 19.8   | %   
|Selling, general and
administrative expenses     |         |   | 14,093       |      |              |   | 14,382      |      |  |   | 11,727 |     
|S,G&A expenses-restructuring (note 11)           |         |   | 80           |      |              |   | 0           |      |  |   | 0      |     
|                                                 |         |   |              |      |              |   |             |      |  |   |        |     
|                                                 |         |   | 14,173       |      |              |   | 14,382      |      |  |   | 11,727 |     
|% of sales                                       |         |   | 14.6         | %    |              |   | 13.7        | %    |  |   | 14.6   | %   
|Restructuring charges (note 11)                  |         |   | 120          |      |              |   | (125        | )    |  |   | 600    |     
|                                                 |         |   |              |      |              |   |             |      |  |   |        |     
|Operating profit                                 |         |   | 3,579        |      |              |   | 6,181       |      |  |   | 3,570  |     
|Margin                                           |         |   | 3.7          | %    |              |   | 5.9         | %    |  |   | 4.4    | %   
|Other income (expense):                          |         |   |              |      |              |   |             |      |  |   |        |     
|Interest expense (net)                           |         |   | (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.
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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) |  | 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 |   |        |  |             |  |           |  |            |   |               |  |       |   |        |   |             |   |      | 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  |                                  |   |        |  |             |  |           |  |            |   |               |  |       |   |        |   |             |   | 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 incomeChange in interest rate derivative |                                  |   |        |  |             |  |           |  |            |   |               |  |       |   |        |   |             |   | (306 | )    |   |   | (306   | )   
|                                                             | Adjust minimum pension liability |   |        |  |             |  |           |  |            |   |               |  |       |   |        |   |             |   |      | (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.

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

|                                                    |                                                                                          |                                                   |                                                  |                        |      |         |       |         |       |             |        |       |       |        |        |  
|--------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------- | ------------------------------------------------ | ---------------------- | ---- | ------- | ----- | ------- | ----- | ----------- | ------ | ----- | ----- | ------ | ------ | -
|                                                    |                                                                                          |                                                   |                                                  |                        |      |         |       |         |       | Years Ended |        |       |       |       
|                                                    |                                                                                          |                                                   |                                                  |                        |      | Sep. 1, |       | Sep. 2, |       | Aug. 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                             |                                                  |                        | (331 | )       |       |         | (11   | )           |        |       | (45   | )     
|                                                    |                                                                                          | Changes in assets and liabilities:                |                                                  |                        |      |         |       |         |       |             |        |       |       |       
|                                                    |                                                                                          |                                                   |                                                  | Accounts receivable    |      |         | 1,027 |         |       |             | (5,205 | )     |       |        | (2,434 | )
|                                                    |                                                                                          |                                                   |                                                  | Inventories            |      |         | 3,166 |         |       |             | (1,906 | )     |       |        | (2,609 | )
|                                                    |                                                                                          |                                                   |                                                  | Other assets           |      |         | (226  | )       |       |             | (5     | )     |       |        | (126   | )
|                                                    |                                                                                          |                                                   |                                                  | Trade accounts payable |      |         | (789  | )       |       |             | 1,049  |       |       |        | (994   | )
|                                                    |                                                                                          |                                                   |                                                  | Accrued liabilities    |      |         | (758  | )       |       |             | 1,296  |       |       |        | 6      |  
|                                                    |                                                                                          |                                                   |                                                  | Accrued pension costs  |      |         | 495   |         |       |             | (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                                                                     |                                                   |                                                  | (555                   | )    |         |       | (479    | )     |             |        | (404  | )    
|                                                    | Proceeds from the disposal of property, plant and equipment                              |                                                   |                                                  | 3                      |      |         |       | 777     |       |             |        | 19    |      
|                                                    |                                                                                          |                                                   |                                                  |                        |      |         |       |         |       |             |        |      
|                                                    | Net cash provided/(used) by investing activities                                         |                                                   |                                                  | (552                   | )    |         |       | 298     |       |             |        | (385  | )    
|                                                    |                                                                                          |                                                   |                                                  |                        |      |         |       |         |       |             |        |      

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

|                                                    |                                                  |   |         |         |         |   |             |         |   |   |       |         |  
|--------------------------------------------------- | ------------------------------------------------ | - | ------- | ------- | ------- | - | ----------- | ------- | - | - | ----- | ------- | -
|                                                    |                                                  |   |         |         |         |   | Years Ended |         |   |   |      
|                                                    |                                                  |   | Sep. 1, |         | Sep. 2, |   | Aug. 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.
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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, 3-13 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)

Earnings per
common share- Earnings per common share are based on the
weighted average number of common and common equivalent shares outstanding
during the period (2001  4,365,000; 2000-4,274,000; 1999  4,383,000). (See
Note 15 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 generally accepted accounting principles 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

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during the reporting period. Actual results could differ from those estimates.

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 caring 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 (SFAS No. 121).

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 July 2001, the Financial Accounting Standard Board issued Statement No.
141, Business Combinations; Statement No. 142 Goodwill and Other Intangible
Assets, and Statement No. 143, Accounting for Asset Retirement Obligations.
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 | 

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|                                                                                                                                                                              |  |      |                      |      |  |   |                      | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -------------------- | ---- |  | - | -------------------- | 
|                                                                                                                                                                              |  | 2001 |                      | 2000
|                                                                                                                                                                              |  |      |                      |     
|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           | 
|                                                                                                                                                                              |  |      |                      |      |  |   |                      | 
|Less portion due within one-year                                                                                                                                              |  |      | 24,021,000
3,501,000 |      |  |   | 28,001,000
1,500,000 | 
|                                                                                                                                                                              |  |      |                      |      |  |   |                      | 
|                                                                                                                                                                              |  |      | $20,520,000          |      |  | $ | 26,501,000           | 
|                                                                                                                                                                              |  |      |                      |      |  |   |                      | 

With respect to the term notes and revolving loan 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 revolver 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.
The letters of credit expire in 2002 unless earlier extended by the lender. 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

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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 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       |  | $ | 836,000   | 
|2003       |  |   | 155,000   | 
|2004       |  |   | 17,000    | 
|2005       |  |   | 9,000     | 
|2006       |  |   |           | 
|Thereafter |  |   |           | 
|           |  |   |           | 
|           |  | $ | 1,017,000 | 
|           |  |   |           | 

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.

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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 not expected to have a material effect on the consolidated
balance sheets and statements of operations of the Company.

5. Stock options

The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued To Employees and related Interpretations (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 |  | $ | 874,000 |      |  | $    | 2,565,000 |      |  | $ | 1,088,000 | 
|                                   |  | Proforma    |  | $ | 790,000 |      |  |      | 2,504,000 |      |  |   | 993,000   | 
|Diluted earnings per common share: |  |             |  |   |         |      |  |      |           |      |  |   |           |  |  | 
|                                   |  | As reported |  | $ | 0.20    |      |  | $    | 0.60      |      |  | $ | 0.25      | 
|                                   |  | Proforma    |  | $ | 0.18    |      |  |      | 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. 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 |  |         | 766 |          |  | $        | 1.96 |          |  |         | 783 |          |          | $    | 1.98 |  |  |          | 805 |   |  | $ | 1.92 | 
|Granted                       |  |         | 91  |          |  | $        | 2.75 |          |  |         | 5   |          |          | $    | 1.75 |  |  |          | 20  |   |  | $ | 3.63 | 
|Exercised                     |  |         |    |          |  |          |     |          |  |         |    |          |          |      |     |  |  |          | (42 | ) |  | $ | 1.70 | 
|Expired                       |  |         |    |          |  |          |     |          |  |         | (22 | )        |          | $    | 2.65 |  |  |          |    |   |  |   |     | 
|                              |  |         |     |          |  |          |      |          |  |         |     |          |          |      |      |  |  |          |     |   |  |   |      | 

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|                               |  |  |     |  |  |   |      |  |  |  |     |  |  |   |      |  |  |  |     |  |  |   |      | 
|------------------------------ |  |  | --- |  |  | - | ---- |  |  |  | --- |  |  | - | ---- |  |  |  | --- |  |  | - | ---- | 
|Outstanding-end of year        |  |  | 857 |  |  | $ | 2.04 |  |  |  | 766 |  |  | $ | 1.96 |  |  |  | 783 |  |  | $ | 1.98 | 
|                               |  |  |     |  |  |   |      |  |  |  |     |  |  |   |      |  |  |  |     |  |  |   |      | 
|Exercisable at end of year     |  |  | 574 |  |  | $ | 1.90 |  |  |  | 718 |  |  | $ | 1.89 |  |  |  | 668 |  |  | $ | 1.80 | 
|Weighted-average fair value of |  |  |     |  |  | $ | 2.75 |  |  |  |     |  |  | $ | 1.75 |  |  |  |     |  |  | $ | 2.18 | 
|options granted during year    |  |  |     |  |  |   |      |  |  |  |     |  |  |   |      |  |  |  |     |  |  |   |      | 

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  |  |         | 44 |          |  | $        | 2.87 |          |  |         | 45 |          |  | $ | 2.77 |  |  |          | 55  |   |  | $ | 2.49 | 
|Granted                        |  |         | 9  |          |  | $        | 2.00 |          |  |         | 3  |          |  | $ | 2.69 |  |  |          | 9   |   |  | $ | 4.00 | 
|Exercised                      |  |         |   |          |  |          |     |          |  |         | (2 | )        |  | $ | 1.47 |  |  |          | (18 | ) |  | $ | 2.53 | 
|Expired                        |  |         | (1 | )        |  | $        | 1.18 |          |  |         | (2 | )        |  | $ | 1.75 |  |  |          | (1  | ) |  | $ | 2.62 | 
|                               |  |         |    |          |  |          |      |          |  |         |    |          |  |   |      |  |  |          |     |   |  |   |      | 
|Outstanding-end of year        |  |         | 52 |          |  | $        | 2.67 |          |  |         | 44 |          |  | $ | 2.87 |  |  |          | 45  |   |  | $ | 2.77 | 
|                               |  |         |    |          |  |          |      |          |  |         |    |          |  |   |      |  |  |          |     |   |  |   |      | 
|Exercisable at end of year     |  |         | 25 |          |  | $        | 2.55 |          |  |         | 26 |          |  | $ | 2.74 |  |  |          | 33  |   |  | $ | 2.42 | 
|Weighted-average fair value of |  |         |    |          |  | $        | 2.00 |          |  |         |    |          |  | $ | 2.69 |  |  |          |     |   |  | $ | 2.41 | 
|options granted during year    |  |         |    |          |  |          |      |          |  |         |    |          |  |   |      |  |  |          |     |   |  |   |      | 

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 91.0 percent; risk-free interest rate of 5.00 percent; expected lives for
options of 7 years; and expected dividend yield of 0 percent based on the
Companys history of no dividend payments on common stock.

6. Pension plans

The Company has a defined benefit pension plan which covers substantially
all hourly employees. Pension costs charged to operations were approximately
$51,000 in fiscal 2001, $113,000 in fiscal 2000 and $142,000 in fiscal 1999.
Retirement benefits are based on years of credited service multiplied by a
dollar amount negotiated under collective bargaining agreements.

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The Companys policy is to fund normal costs and amortization of prior service
costs at a level which 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 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 |  
|                                               |  |      |           |      |  |   |           |  

|                                           |  |      |           |      |  |   |          |  
|------------------------------------------ |  | ---- | --------- | ---- |  | - | -------- | -
|                                           |  | 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  |  
|                                           |  |      |           |      |  |   |          |  
|Net amount recognized at year-end          |  | $    | 248,032   |      |  | $ | 78,561   |  
|                                           |  |      |           |      |  |   |          |  

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|                                                                                              |  |      |          |      |  |   |           |  
|--------------------------------------------------------------------------------------------- |  | ---- | -------- | ---- |  | - | --------- | -
|                                                                                              |  | 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 is as follows (in thousands):

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

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

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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):

|                  |                     |              |      |              |  |               |       |   |  |   |     |  
|----------------- | ------------------- | ------------ | ---- | ------------ |  | ------------- | ----- | - |  | - | --- | -
|                  | Twelve Months 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:

|                                  |  |                     |      |              |  |               |      |   |  |   |      |  
|--------------------------------- |  | ------------------- | ---- | ------------ |  | ------------- | ---- | - |  | - | ---- | -
|                                  |  | Twelve Months 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. The minimum pension liability is 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):

|                                            |                     |              |     |              |  |               |       |  |  |   |     | 
|------------------------------------------- | ------------------- | ------------ | --- | ------------ |  | ------------- | ----- |  |  | - | --- | 
|                                            | Twelve Months 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 | 
|                                            |                     |              |     |              |  |               |       |  |  |   |     | 

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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)

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            |                  | $       | 31,252 |         |        | $       | 21,124 |             |        | $    | 22,189 |  |  | $ | 22,572 |   |  | $ | 97,137 | 
|Gross Profit         |                  |         | 6,706  |         |        |         | 3,495  |             |        |      | 4,264  |  |  |   | 3,407  |   |  |   | 17,872 | 
|Net Income           |                  |         | 1,128  |         |        |         | 46     |             |        |      | 82     |  |  |   | (382   | ) |  |   | 874    | 
|Diluted earnings per |                  | $       | 0.26   |         |        | $       | 0.01   |             |        | $    | 0.02   |  |  |   | ($0.09 | ) |  | $ | 0.20   | 
|                     | common Share (1) |         |        |         |        |         |        |             |        |      |        |  |  |   |        |   |  |   |        |  | 

|                     |                  |         |        |         |        |         |        |         |        |      |        |  |  |   |        |  |  |   |         |  | 
|-------------------- | ---------------- | ------- | ------ | ------- | ------ | ------- | ------ | ------- | ------ | ---- | ------ |  |  | - | ------ |  |  | - | ------- |  | 
|                     |                  |         | 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 |                  | $       | 0.21   |         |        | $       | 0.10   |         |        | $    | 0.16   |  |  | $ | 0.13   |  |  | $ | 0.60    | 
|                     | common Share (1) |         |        |         |        |         |        |         |        |      |        |  |  |   |        |  |  |   |         |  | 



---

|(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.                                                                                                                                                                                                                                                                                                                                                                                                        

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10. Major customers and sources of supply

The Companys five largest customers accounted for approximately 44%, 49%
and 46% 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 recording certain inventory items at 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 uncollectable 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 finalized.

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

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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. 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.

13. Fair Value of Financial Instruments

The book values of cash, trade receivable 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 which 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 a $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                                                                            |  | $                                               | 874   |      |  | $    | 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                                                              |  | $                                               | 0.21  |      |  | $    | 0.63  |  |  | $ | 0.27  | 
|                                                                                      |  |                                                 |       |      |  |      |       |  |  |   |       | 
|(Net
income divided by average common shares outstanding
  Diluted earnings per share |  | $                                               | 0.20  |      |  | $    | 0.60  |  |  | $ | 0.25  | 
|                                                                                      |  |                                                 |       |      |  |      |       |  |  |   |       | 
|(Net
income divided by average shares of common stock and
  equivalents outstanding) 

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Item 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURES.

None.

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Part III.




Item 10. DIRECTORS AND
EXCUTIVE OFFICERS OF THE PARTICIPANT

The information under the heading Election of Directors is incorporated
by reference from the Companys definitive proxy statement on Schedule 14A for
its annual meeting of stockholders scheduled for December 13, 2001 (the Proxy
Statement).




Item 11. EXECUTIVE COMPENSATION

The information under the heading Executive Compensation is incorporated
by reference from the Proxy Statement.




Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the heading Principal Holders of Voting Securities
is incorporated by reference from the Proxy Statement.




Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

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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.

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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 5, 2001 |  | DMI FURNITURE, INC.                                                                             
|      
|       |  |                  |  |                                                                                                 
|      
|       |  |                  |  | By:/S/Donald
D. Dreher
President, 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 5, 2001
|/S/Phillip
J. Keller

Phillip J. Keller       |  | Vice President, Finance,
Chief Financial Officer,
Treasurer, and Principal
Accounting Officer |  | November 5, 2001
|                                              |  |                                                                                               |  |                 
|/S/Thomas M. Levine.

Thomas M. Levine        |  | Director                                                                                      |  | November 5, 2001
|                                              |  |                                                                                               |  |                 
|/S/David Martin

David Martin                 |  | Director                                                                                      |  | November 5, 2001
|                                              |  |                                                                                               |  |                 
|/S/W. Howard Armistead

W. Howard Armristead  |  | Director                                                                                      |  | November 5, 2001
|                                              |  |                                                                                               |  |                 
|/S/Daniel H. Abramowitz

Daniel H. Abramowitz |  | Director                                                                                      |  | November 5, 2001
|/S/Donald
D. Dreher

Donald D. Dreher         |  | President, Chief
Executive Officer, Chairman
of the Board and Director                        |  | November 5, 2001

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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 | 
|                                 |  |            |         |              |  |             |          |           |  |   |         |  |  |   |         | 

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Item 14(a)3. EXHIBITS

| |  |  |  |  |  |          |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  | -------- |  |  |  |  |  |  |  |  |  | 
| |  |  |  |  |  | 10-K    
| |  |  |  |  |  | Page No.
| |  |  |  |  |  |         
| |  |  |  |  | 

|          |  |         |  |                                                                                                                                                          |  |      
|--------- |  | ------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|*         |  | (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.                                                 |  |      
|          |  | (m)     |  | Extension and Renewal of Employment Agreement
as of September 3, 2000 between DMI Furniture, Inc.
and Joseph G. Hill                                     |  | E1-E7
|********* |  | (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.                                     |  |      

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|            |  |      |  |                                                                                                                                              |  |    
|----------- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------- |  | ---
|****        |  | (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.       |  |    
|            |  | (21) |  | List of subsidiaries                                                                                                                         |  | E-8
|            |  | (23) |  | Consent of Arthur Andersen LLP to incorporation of
audit report into S-8 registration statements                                             |  | E-9

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

Page 40