UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549

                         FORM 10-Q

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
       15(d)OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal quarter ended September 27, 2002
                             -------------
                               OR
[  ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to
                              -----------------

Commission File Number  0-25246
                        --------

                     BROWN JORDAN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


          FLORIDA                         63-1127982
--------------------------------       --------------------
(State or other jurisdiction of       (I.R.S. Employer
incorporation or organization)        Identification No.)


1801 NORTH ANDREWS AVENUE, POMPANO BEACH, FLORIDA   33069
------------------------------------------------------------
(Address of principal executive offices)         (Zip Code)

                      (954) 960-1100
                      --------------
(Registrant's telephone number, including Area Code)

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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.


     Class               Shares Outstanding at November 7, 2002
----------------          -----------------------------------
$ .01 par value                     1,000




                        BROWN JORDAN INTERNATIONAL, INC.

                                      INDEX





                                                                          PAGE
                         PART I - FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets, September 27, 2002(unaudited)
         and December 31, 2001                                              3

         Consolidated Statements of Operations for the Three and Nine
         Months ended September 27, 2002 and September 28, 2001 (unaudited) 4

         Consolidated Statements of Cash Flows for the Nine Months  ended
         September 27, 2002 and September 28, 2001 (unaudited)              6

         Notes to the Consolidated Financial Statements (unaudited)         8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         14

Item 3.  Controls and Procedures                                           24

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                 25

Item 4.  Submission of Matters to a Vote of Security Holders               25

Item 6.  Exhibits and Reports on Form 8-K                                  25

Signature                                                                  26

Certifications                                                             27



                          PART I. FINANCIAL INFORMATION

ITEM 1.     Financial Statements

                Brown Jordan International, Inc. and Subsidiaries
                           Consolidated Balance Sheets

(In Thousands, except per share amounts)
<TABLE>
<CAPTION>


                                           September 27,         December 31,
                                               2002                 2001
                                        ------------------    ----------------
Assets                                     (Unaudited)
<S>                                             <C>                   <C>

Cash and cash equivalents ................   $   3,170            $   5,107
Accounts receivables, less
  allowance for doubtful accounts of
  $1,884 and $3,339 at September 27, 2002
  and December 31, 2001, respectively ....      39,745                86,534
Inventories ..............................      28,253                28,111
Prepaid expenses and other
  current assets .........................      11,252                12,463
                                             ---------              ---------
          Total current assets ...........      82,420               132,215

Property, plant and equipment, net .......      29,844                37,258
Goodwill, net ............................     342,160               343,027
Other assets .............................      13,614                15,518
                                             ---------              ---------
          Total Assets ...................   $ 468,038             $ 528,018
                                             =========              =========

Liabilities and Stockholders' Equity
Current portion of long-term debt ........   $   8,450            $   7,200
Accounts payable .........................      11,659               35,300
Accrued interest .........................       5,789                5,214
Other accrued liabilities ................      22,562               21,879
                                             ---------             ---------
          Total current liabilities ......      48,460               69,593

Long-term debt, net of current portion ...     248,674              287,878
Deferred income taxes ....................         193                2,182
                                             ---------             ---------
          Total liabilities ..............     297,327              359,653
                                             ---------             ---------

Commitments and contingencies

Stockholders' equity:
Common stock; par value $.01
  per share, 1,000 shares authorized
  and issued at September 27, 2002 and
  at December 31, 2001 respectively ......   $    --             $    --
Additional paid-in capital ...............     164,737             164,735
Retained earnings ........................       8,748               5,084
Accumulated other comprehensive loss .....      (2,774)             (1,454)

                                             ---------            ---------
          Total stockholders' equity .....     170,711             168,365
                                             ---------            ---------
Total liabilities and stockholders' equity   $ 468,038           $ 528,018
                                             =========            =========
</TABLE>

          See accompanying notes to Consolidated Financial Statements.


<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

(In Thousands)
                                                                        Nine Months Ended
                                                    -------------------------------------------------
                                                        September 27,             September 28,
                                                            2002                      2001
                                                    ----------------------   ------------------------
<S>                                                        <C>                       <C>

         Net sales                                   $    251,734             $    176,085
         Cost of sales                                    180,198                  115,478

                                                    ----------------------   ------------------------
              Gross Profit                                 71,536                   60,607

         Selling, general
           and administrative
           expenses                                        40,041                   31,706
         Amortization                                         547                    6,656

                                                    ----------------------   ------------------------
              Operating income                             30,948                   22,245


         Interest expense, net                             24,404                   25,616
                                                    ----------------------   ------------------------


         Income (loss) before income taxes                  6,544                   (3,371)

         Provision for income taxes                         2,880                    1,334


                                                    ----------------------   ------------------------
         Net income (loss)                           $      3,664             $     (4,705)
                                                    ======================   ========================

</TABLE>


          See accompanying notes to Consolidated Financial Statements.





                Brown Jordan International, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

(In Thousands)
                                                                Three Months Ended
                                                 --------------------------------------------------
                                                     September 27,              September 28,
                                                          2002                       2001
                                                 -----------------------    -----------------------
<S>                                                      <C>                         <C>

         Net sales                                $     52,461               $     57,115
         Cost of sales                                  34,535                     39,557

                                                 -----------------------    -----------------------
              Gross Profit                              17,926                     17,558

         Selling, general
           and administrative
           expenses                                     12,815                     12,350
         Amortization                                      182                      2,458

                                                 -----------------------    -----------------------
              Operating income                           4,929                      2,750


         Interest expense, net                           7,876                      7,073
                                                 -----------------------    -----------------------


         Loss before income taxes                       (2,947)                    (4,323)

         Benefit for income taxes                         (734)                      (485)


                                                 -----------------------    -----------------------
         Net loss                                 $     (2,213)              $     (3,838)
                                                 =======================    =======================

</TABLE>



          See accompanying notes to Consolidated Financial Statements.




                Brown Jordan International, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

(In Thousands)
                                                                    For the Nine Months Ended
                                                          ---------------------------------------------
                                                             September 27,            September 28,
                                                                  2002                    2001
                                                          --------------------    ---------------------
<S>                                                               <C>                    <C>

 Cash flows from operating activities:
 Net income (loss)                                         $       3,664           $      (4,705)
 Adjustments to reconcile net income to
   net cash provided by operating activities:

 Depreciation and amortization                                     5,682                  13,241
 Net reduction in allowance for losses on accounts
   receivable                                                       (537)                 (1,134)
 Provision for losses on inventory                                 1,666                   1,859
 Loss on sale of fixed assets                                        733                     -
 Changes in operating assets and
   liabilities, net of effects
   from acquisitions and dispositions:
 Accounts receivable                                              47,326                  32,496
 Inventories                                                      (1,808)                  2,472
 Prepaid expenses and other current assets                         1,211                  (1,611)
 Other assets and goodwill, net                                     (100)                    -
 Accounts payable                                                (23,641)                 (3,558)
 Accrued interest                                                    575                  (4,465)
 Other accrued liabilities                                          (649)                 (6,111)
 Deferred income taxes                                            (1,108)                    (38)

                                                          --------------------    ---------------------
   Total adjustments                                              29,350                  33,151

 Net cash provided by operating activities                        33,014                  28,446
                                                          --------------------    ---------------------

 Cash flows from investing activities:
   Capital expenditures                                           (1,447)                 (3,790)
   Proceeds from the sale of fixed assets                          4,949                     -
   Investments in subsidiaries                                       -                   (90,761)

                                                          --------------------    ---------------------
 Net cash provided by (used in) investing activities               3,502                 (94,551)
                                                          --------------------    ---------------------

 Cash flows from financing activities:

   Net payments under revolving credit agreements                (38,324)                (55,356)
   Net borrowings for acquisitions under
     Senior Credit facility                                          -                   205,322
   Proceeds from issuance of
     common stock, net                                               -                    73,969
   Payoff of existing credit facility                                -                  (147,337)
   Deferred financing costs                                         (129)                 (8,254)

                                                          --------------------    ---------------------
 Net cash provided by (used in) financing activities             (38,453)                 68,344
                                                          --------------------    ---------------------
</TABLE>


<PAGE>

                Brown Jordan International, Inc. and Subsidiaries
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>

(In Thousands)
                                                               For the Nine Months Ended
                                                     ---------------------------------------------
                                                        September 27,            September 28,
                                                             2002                    2001
                                                     --------------------    ---------------------
<S>                                                           <C>                   <C>

 Net increase (decrease) in cash and
   cash equivalents                                          (1,937)                  2,239

 Cash and cash equivalents at
   beginning of year                                          5,107                     602
                                                     --------------------    ---------------------

 Cash and cash equivalents at
   End of period                                      $       3,170           $       2,841
                                                     ====================    =====================


                                                               For the Nine Months Ended
                                                        September 27,            September 28,
                                                             2002                    2001
                                                     --------------------    ---------------------

 Supplemental disclosures:
      Interest paid                                   $      21,645           $      25,918
      Income taxes paid                               $       2,975           $         653
</TABLE>



Investing activities during the first nine months of 2001 included the
acquisition of The Woodsmiths Company and Brown Jordan International:


Fair value of assets acquired                            $ 145,667
Cash on-hand                                                 (977)
Liabilities assumed                                       (52,629)
Maximum earn out                                           (1,000)
Equity investment of seller                                  (300)
                                                --------------------------
                                                --------------------------
Cash paid for acquisitions, net                          $ 90,761
   of cash required                             ==========================
                                                ==========================

                                                ==========================



          See accompanying notes to Consolidated Financial Statements.


<PAGE>


                BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1.       WLFI Holdings

Prior  to the  acquisition  of  Brown  Jordan  International  ("BJI"),  WinsLoew
Furniture,  Inc.  ("WinsLoew"  or the  "Company")  completed a  recapitalization
transaction  wherein,  the Company  became a  wholly-owned  subsidiary  of a new
holding company called WLFI Holdings, Inc. (Holdings), a Florida corporation.

In order to accomplish the  recapitalization,  Holdings was initially  formed as
the  Company's  wholly-owned  subsidiary.  In addition to Holdings,  the Company
formed another  company called WLFI Merger,  Inc., a Florida  corporation,  as a
wholly-owned subsidiary of Holdings. Then, immediately prior to the consummation
of the Brown Jordan  acquisition,  the Company merged with WLFI Merger, Inc. and
was the surviving corporation of the merger.

As a result of these transactions,  the Company became a wholly-owned subsidiary
of the new  holding  company,  Holdings.  All  shares of common  stock that were
outstanding immediately prior to the merger (850,497 shares) were converted into
shares of common  stock of  Holdings.  In  addition,  each  warrant or option to
purchase  shares of the Company's  common stock was converted  into a warrant or
option to purchase an  equivalent  number of shares of common stock of Holdings.
1,000 shares of the  Company's  common  stock was then issued to WLFI  Holdings,
Inc. Finally,  by operation of the merger, the separate  corporate  existence of
WLFI Merger ended.

Because there was no change in the stock ownership of the Company as a result of
the  recapitalization,  there was no change in the basis of the Company's assets
or liabilities.


2.       Name Change

On April 23,  2002,  the  Board of  Directors  voted to  change  the name of the
Company to Brown Jordan  International,  Inc. This name change acknowledges that
Brown Jordan is one of the most  recognized  names in the industry and expresses
the  Company's  commitment  to build upon that image and fine  reputation  which
Brown Jordan has earned as the preeminent brand in luxury leisure furniture.


3.  Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Brown Jordan
International,  Inc. and subsidiaries are for interim periods do not include all
disclosures  provided in the annual  consolidated  financial  statements.  These
unaudited  consolidated  financial statements should be read in conjunction with
the annual consolidated  financial statements and notes thereto contained in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 2001, as
filed with the Securities and Exchange Commission.

All material  intercompany  balances and transactions have been eliminated.  The
preparation  of  the  consolidated  financial  statements  requires  the  use of
estimates in the amounts reported.

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain all  adjustments  (which are of a normal  recurring  nature)
necessary for a fair  presentation of the results for the interim  periods.  The
results of operations are presented for the Company's  third  quarter,  which is
from June 29, 2002 through  September 27, 2002.  The results of  operations  for
this period are not necessarily indicative of the results to be expected for the
full year.

4.  Inventories

Inventories consisted of the following:

(In thousands)
                                  September 27,       December 31,
                                      2002                2001
                                 ----------------    ---------------

                                  $                   $
        Raw materials            21,707              22,335

        Work in process          3,233               2,824

        Finished Goods           3,313               2,952
                                 ----------------    ---------------
                                  $                   $
                                 28,253              28,111
                                 ================    ===============




5.  Capital Stock

At December 31,  2001,  there were 1,000 shares  issued and  outstanding.  Since
December 31, 2001 and as of September  27, 2002,  the Company has not issued any
additional shares of stock or repurchased any outstanding shares.


6.   Acquisitions

On March 9, 2001 the  Company  purchased  all of the  assets  of The  Woodsmiths
Company.  Woodsmiths,  a manufacturer  of custom  tabletops for the contract and
hospitality  industry,  is located in Pompano Beach, Florida. The purchase price
of approximately $2.8 million was paid in cash of approximately $0.3 million and
a $2.5 million note payable to the sole shareholder of Woodsmiths.

The  acquisition  resulted  in goodwill of  approximately  $3.4  million and was
accounted for under the purchase method of accounting.  The operating results of
Woodsmiths have been included in the consolidated  operating  results  beginning
with the month of March.

On May 8, 2001  WinsLoew  Furniture,  Inc.  and its parent WLFI  Holdings,  Inc.
acquired all of the outstanding stock of Brown Jordan  International,  Inc. at a
purchase price of $78.6 million.  The Stock Purchase Agreement by and among WLFI
Holdings, Inc., the Company, BJI and the Stockholders of BJI also called for the
repayment of outstanding BJI indebtedness at closing,  which  approximated $44.6
million.  The amount of consideration  paid by the Company for the BJI stock was
determined  through an arm's length negotiation  between  representatives of the
Company and BJI.

The total  purchase price of $123.2  million,  including  estimated  transaction
costs and funded  indebtedness,  was allocated to the assets  acquired using the
fair  value  of  the  assets  acquired.  Pursuant  to  the  purchase  method  of
accounting,  the excess of the purchase  price over the $44.6 million fair value
of net assets after payment of BJI indebtedness at closing, has been recorded as
goodwill in the amount of $78.6 million.  The operating results of BJI have been
included in the consolidated operating results since the date of acquisition.

In order  to  complete  the  acquisition,  the  merger  described  in Note 1 was
con-summated simultaneously.

WLFI  Holdings,  Inc.  raised $50.9  million of equity and issued $22 million of
subordinated notes to the sellers for BJI stock.  Holdings  contributed the cash
of $50.9 million to the Company as additional equity. The stock of BJI, obtained
in the exchange of subordinated notes, was also contributed to the Company.  The
balance of the proceeds  was provided  through a  refinancing  of the  Company's
existing Senior Credit  Facility.  The new Senior Credit Facility  consists of a
$165 million Term Loan and a $60 million revolving credit facility.

The  operating  results  of the above  acquisitions  have been  included  in the
consolidated operating results since the dates of acquisition.

The following  unaudited pro forma  information has been prepared  assuming that
the  acquisitions  of  Woodsmiths  and Brown  Jordan  International  occurred on
January 1, 2001.


(In Thousands)

                                                Nine months ended
                                               September 28, 2001
                                          ------------------------------
                                          ------------------------------

    Net sales                                             $ 246,818
    Income before taxes                                         263
                                          ------------------------------
    Net income (loss)                                     $ (4,044)
                                          ==============================



<PAGE>


7. Segment Information

The Company has three segments organized and managed based on the products sold.
The Company evaluates performance and allocates resources based on gross profit.
There are no intersegment sales/transfers. Export revenues are not material.

<TABLE>
<CAPTION>

(In thousands)
                                                    Three Months Ended                          Nine Months Ended
                                          ----------------------------------------   -----------------------------------------
                                             September 27,       September 28,          September 27,        September 28,
                                                  2002                2001                    2002                2001
                                          ----------------------------------------   -----------------------------------------
<S>                                                 <C>                 <C>                     <C>               <C>

NET SALES:
Casual products                            $      34,819       $      36,491          $     203,414        $     116,066
Contract seating products                         16,334              18,458                 43,196               53,673
Ready to assemble products                         1,308               2,166                  5,124                6,346
                                          ----------------------------------------   -----------------------------------------

Total net sales                            $      52,461       $      57,115          $     251,734        $     176,085
                                          ========================================   =========================================

SEGMENT GROSS PROFIT:
Casual products                            $      13,215       $      11,608          $      58,882        $      43,004
Contract seating products                          4,219               5,576                 11,694               16,684
Ready to assemble products                           492                 374                    960                  919
                                          ----------------------------------------   -----------------------------------------

Total segment gross profit                        17,926              17,558                 71,536               60,607

Reconciling items:
Selling, general and
  administrative expenses                         12,815              12,350                 40,041               31,706
Amortization                                         182               2,458                    547                6,656
                                          ----------------------------------------   -----------------------------------------

     Operating income                              4,929               2,750                 30,948               22,245

Interest expense, net                              7,876               7,072                 24,404               25,616
                                          ----------------------------------------   -----------------------------------------

Income/(loss) before
 income taxes                              $      (2,947)      $      (4,322)         $       6,544        $      (3,371)
                                          ========================================   =========================================


(In thousands)                               September 27,       December 31,
                                                 2002                2001
                                          ----------------------------------------
SEGMENT ASSETS:
Casual products                            $     219,567       $     267,913
Contract seating products                         48,406              49,715
Ready to assemble products                         4,890               6,416
                                          ----------------------------------------

Total                                            272,863             324,044
Reconciling items:
Corporate                                        195,175             203,974
                                          ----------------------------------------

Total consolidated assets                  $     468,038       $     528,018
                                          ========================================

</TABLE>


8. Goodwill Impairment

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement  No. 142,  Goodwill and Other  Intangible  Assets.  Statement  No. 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  initiated  and  completed  after June 30, 2001.  Statement No. 142
requires that goodwill and  intangible  assets with  indefinite  useful lives no
longer be amortized,  but instead  tested for  impairment  at least  annually in
accordance  with the  provisions  of the  Statement.  The  Company  adopted  the
provisions of Statement 141 immediately  and Statement 142 effective  January 1,
2002.  Pursuant to the  provisions of Statement  142, the Company is required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments  by the end of the  first  interim  period  after For  adoption.  In
addition,  to the extent an the intangible asset is identified as having For the
Three Nine an  indefinite  useful  life,  the  Company  Months  ended  Months is
required to test the  intangible  asset  September  28, ended for  impairment in
accordance with the September  provisions of the Statement.  Any 28,  impairment
loss  will  be  measured  as of the  date  of  adoption  and  recognized  as the
cumulative effect of a change in accounting principle effective as of January 1,
2002.

During the second quarter,  step 1 testing for initial  indication of impairment
was  completed.  The results of the test  indicate  potential  impairment in the
Casual and Contract  reporting units. The Company expects to complete the second
step  during  the  fourth  quarter  and will  record  any  impairment  loss as a
cumulative effect of an accounting change, effective as of January 1, 2002.

Transitional  Disclosure for Adoption of Statement 142 Pro forma results for the
three and nine months ended, assuming the elimination of goodwill  amortization,
are summarized below:

<TABLE>
<CAPTION>
                                                For the Three                    For the Nine
                                                Months Ended                    Months Ended
(In thousands)                                  September 28,                   September 28,
                                                    2001                           2001
                                           -----------------------       -------------------------
<S>                                                  <C>                            <C>

Net income (loss)as reported                 $     (3,838)                $       (4,705)

Goodwill amortization, net of tax                   2,280                          6,121

                                           -----------------------       -------------------------

Pro forma net income (loss)                 $      (1,558)                $        1,416
                                           =======================       =========================

</TABLE>


9.       DERIVATIVES

On January 1, 2001 the Company adopted SFAS No. 133,  "Accounting For Derivative
Instruments and Hedging Activities," as amended by SFAS No. 137 and No. 138.

The Company enters into short term currency forward  contracts to hedge currency
exposures  associated with the purchase of certain raw materials and the funding
of foreign operations.  At September 27, 2002, the change in fair value of these
hedges was not material.

On August 6, 2001 the Company  entered into an interest  rate swap  agreement to
fix the interest  rate on $100 million  principal  amount of variable  rate debt
outstanding under the Senior Credit Facility. The interest rate swap is designed
to fix the adjusted LIBOR  interest rate at 5.09% on $100 million  through March
31, 2004 and on $80 million from March 31, 2004 to March 31, 2005.

As of September 27, 2002, the fair value of the swap was recorded as a liability
of $4,623,000 with an offsetting entry to other comprehensive loss, net of taxes
of $1,849,000. The portion of ineffectiveness of the hedge, as determined by the
change in variable cash flows of the interest rate swap to the Senior Credit
Facility, has been expensed.

From the period of January 1, 2002 through September 27, 2002, the 3-month LIBOR
interest rate  decreased  approximately  5.6 basis  points.  While the Company's
interest on LIBOR-based  borrowing  decreased during this period, the fair value
of the interest rate swap decreased  also.  Future  movements in interest rates,
particularly the 3-month LIBOR rate, will  correspondingly  impact the Company's
cash interest expense and the fair value of the swap.


10.      Statement Of Comprehensive Loss

Statement Of Comprehensive Loss

The components of other  comprehensive loss and total comprehensive loss for the
three and nine months ended September 27, 2002 are as follows:

<TABLE>
<CAPTION>


(In thousands)                                                   Nine Months Ended
                                                        September 27,          September 28,
                                                            2002                   2001
                                                    ---------------------- ----------------------
<S>                                                            <C>                    <C>

Net income(loss)                                           $ 3,664               $ (4,705)

Change in fair value of interest rate swap,
net of taxes                                                      (1,320)                 -

                                                    ---------------------- ----------------------
Comprehensive income(loss)                                 $ 2,344               $ (4,705)
                                                    ====================== ======================


(In thousands)                                                  Three Months Ended
                                                       September 27,          September 28,
                                                           2002                   2001
                                                   ---------------------- ----------------------
Net loss                                                 $ (2,213)              $ (3,838)

Change in fair value of interest rate swap,
net of taxes                                                   (485)                     -

                                                   ---------------------- ----------------------
Comprehensive loss                                             $ (2,698)        $ (3,838)
                                                   ====================== ======================


</TABLE>



<PAGE>


           Management's Discussion and Analysis of Financial Condition
                            And Results of Operations

Prior  to the  acquisition  of  Brown  Jordan  International  ("BJI"),  WinsLoew
Furniture,  Inc.  ("WinsLoew"  or the  "Company")  completed a  recapitalization
transaction  wherein,  the Company  became a  wholly-owned  subsidiary  of a new
holding company called WLFI Holdings, Inc. (Holdings), a Florida corporation.

In order to accomplish the  recapitalization,  Holdings was initially  formed as
the  Company's  wholly-owned  subsidiary.  In addition to Holdings,  the Company
formed another  company called WLFI Merger,  Inc., a Florida  corporation,  as a
wholly-owned subsidiary of Holdings. Then, immediately prior to the consummation
of the Brown Jordan  acquisition,  the Company merged with WLFI Merger, Inc. and
was the surviving corporation of the merger.

As a result of these transactions,  the Company became a wholly-owned subsidiary
of the new  holding  company,  Holdings.  All  shares of common  stock that were
outstanding immediately prior to the merger (850,497 shares) were converted into
shares of common  stock of  Holdings.  In  addition,  each  warrant or option to
purchase  shares of the Company's  common stock was converted  into a warrant or
option to purchase an  equivalent  number of shares of common stock of Holdings.
1,000 shares of the  Company's  common  stock was then issued to WLFI  Holdings,
Inc.  Finally,  by operation of the merger the separate  corporate  existence of
WLFI Merger ended.

Because there was no change in the stock ownership of the Company as a result of
the  recapitalization,  there was no change in the basis of the Company's assets
or liabilities.

On April 23,  2002,  the  Board of  Directors  voted to  change  the name of the
Company to Brown Jordan  International,  Inc. This name change acknowledges that
Brown Jordan is one of the most  recognized  names in the industry and expresses
the  Company's  commitment  to build upon that image and fine  reputation  which
Brown Jordan has earned as the preeminent brand in luxury leisure furniture.

General

We are a leading  designer,  manufacturer and distributor of a broad offering of
casual indoor and outdoor  furniture and contract and hospitality  products.  We
also  manufacture  certain  ready-to-assemble  furniture  products.  Our  casual
furniture  includes  chairs,  chaise  lounges,  tables,  umbrellas  and  related
accessories,  which are generally constructed from aluminum,  wrought iron, wood
or  fiberglass.  In  addition,  our  casual  line  includes a variety of tables,
chairs,  benches and swings for the site amenity  market.  Our seating  products
include wood,  metal and  upholstered  chairs,  sofas and  loveseats,  which are
offered  in a wide  variety  of finish  and  fabric  options.  All of our casual
furniture,   excluding  Wabash,  and  contract  and  hospitality   products  are
manufactured  pursuant to customer orders. We sell our furniture products to the
residential  market and to the contract and  hospitality  market,  consisting of
commercial and institutional users.

Business

We market our casual  furniture  products to the  residential  market  under the
Winston, Pompeii, Brown Jordan and Vineyard brand names through approximately 67
independent sales  representatives  and to over 800 active customers,  which are
primarily specialty patio furniture stores located throughout the United States.
In addition,  we market our casual products to the national account market under
the Casual Living, Better Homes and Gardens and Samsonite brand names.

We also market a broad line of casual furniture products in the contract markets
under the  Texacraft,  Tropic  Craft,  Pompeii  and Brown  Jordan  brand  names,
primarily  through our in-house sales force,  to lodging and restaurant  chains,
country clubs, apartment developers and property management firms, architectural
design firms,  municipalities  and other commercial and institutional  users. In
addition,  we market a variety of products  under the Wabash  brand name.  These
products are targeted at  educational  facilities,  municipality  and recreation
centers, hotels and motels and other institutional and corporate users.

We market our seating  products to a broad  customer  base in the  contract  and
hospitality  market under the Loewenstein,  Lodging By Charter and Charter brand
names through  approximately 24 regional  independent sales  organizations.  Our
customers  include lodging and restaurant  chains,  architectural  design firms,
professional sports complexes,  schools, healthcare facilities, office furniture
dealers,  retail store planners and other commercial and institutional  users in
the contract and hospitality  market. We manufacture over 300 distinct models of
seating products ranging from traditional to contemporary  styles of chairs,  as
well as reception  area love seats,  sofas and stools.  We design,  assemble and
finish our seating  products with  component  parts from a variety of suppliers,
including a number of Italian manufacturers.

Over the past  several  years,  we have  undertaken a number of  initiatives  to
strengthen and grow our core casual  furniture and seating  businesses.  We have
focused  resources on our core business and disposed of non-core or unprofitable
operations. In 1997, we sold our wrought iron furniture business, and in 1998 we
discontinued and sold or liquidated certain of our  ready-to-assemble  furniture
operations.  We also  embarked on a focused  acquisition  program to broaden our
core product  offering in the casual  segment that, to date, has resulted in the
acquisitions of Tropic Craft, a manufacturer  of casual  furniture sold into the
contract  markets;  Pompeii,  a manufacturer of upper-end  casual furniture sold
into both the residential  and contract  markets;  Brown Jordan,  a manufacturer
whose products serve the premium to unlimited  market  categories in both retail
and  contract  markets and Casual  Living  Worldwide  which  markets to national
retailers  and  specialty  patio  stores  under a variety of brand  names in the
moderate  to lower price  points;  and Wabash  Valley,  a  manufacturer  of site
amenity  products in the  institutional  and  corporate  markets.  Our  balanced
approach to growth has also resulted in  acquisitions  to complement our seating
segment.  These acquisitions included Stuart Clark and Charter during 2000, both
of which  manufacture  upholstered  furniture for the hospitality  industry.  In
addition, the Company purchased The Woodsmiths Company in March 2001. Woodsmiths
is a manufacturer of custom tabletops for the contract and hospitality markets.



<PAGE>


Results of Operations

The following  table sets forth net sales,  gross profit,  and gross margin as a
percent  of net  sales  for the  respective  periods  for each of the  Company's
product lines:

<TABLE>
<CAPTION>

(In thousands)
                                                                           Three Months Ended
                        ---------------------------------------------------------------------------------------------------------
                        --------------------------------------------------     --------------------------------------------------
                                       September 27, 2002                                     September 28, 2001
                        --------------------------------------------------     --------------------------------------------------
                               Net               Gross           Gross                Net               Gross           Gross
                              Sales              Profit         Margin               Sales              Profit         Margin
                        --------------------------------------------------     --------------------------------------------------
<S>                            <C>                <C>             <C>                <C>                 <C>            <C>

   Casual products         $   34,819         $   13,215            38.0%       $   36,491         $   11,608            31.8%
   Contract seating
   products                    16,334              4,219            25.8%           18,458              5,576            30.2%
   RTA                          1,308                492            37.6%            2,166                374            17.3%
                          --------------------------------------------------     --------------------------------------------------

   Total                   $   52,461         $   17,926              34.2%       $   57,115         $   17,558              30.7%
                          ==================================================     ==================================================
</TABLE>


<TABLE>
<CAPTION>

         (In thousands)
                                                                   Nine Months Ended
                       ----------------------------------------------------------------------------------------------------------
                       --------------------------------------------------     ---------------------------------------------------
                                      September 27, 2002                                      September 28, 2001
                       --------------------------------------------------     ---------------------------------------------------
                              Net               Gross           Gross                 Net               Gross           Gross
                             Sales              Profit         Margin                Sales              Profit         Margin
                       --------------------------------------------------     ---------------------------------------------------
<S>                           <C>                 <C>             <C>                 <C>                <C>             <C>

Casual products         $  203,414         $   58,882              28.9%       $  116,066          $   43,004              37.1%
Contract seating
products                    43,196             11,694              27.1%           53,673              16,684              31.1%
RTA                          5,124                960              18.7%            6,346                 919              14.5%
                       --------------------------------------------------     ---------------------------------------------------

Total                   $  251,734         $   71,536              28.4%       $  176,085          $   60,607              34.4%
                       ==================================================     ===================================================

</TABLE>

<TABLE>
<CAPTION>

(In thousands)
                                                          Pro forma
                                                      Nine Months Ended
                                    ---------------------------------------------------
                                    ---------------------------------------------------
                                                    September 28, 2001
                                    ---------------------------------------------------
                                            Net               Gross           Gross
                                           Sales              Profit         Margin
                                    ---------------------------------------------------
<S>                                         <C>                 <C>            <C>

Casual products                      $  186,130          $   56,603              30.4%
Contract seating
products                                 54,342              16,904              31.1%
RTA                                       6,346                 919              14.5%
                                    ---------------------------------------------------

Total                                $  246,818          $   74,426              30.2%
                                    ===================================================
</TABLE>


The  following  table sets forth certain  information  relating to the Company's
operations expressed as a percentage of the Company's net sales:

<TABLE>
<CAPTION>


                                                     Three Months Ended
                                 ---------------------------------------------------------
                                      September 27,                     September 28,
                                          2002                              2001
                                 ------------------------           ----------------------
<S>                                         <C>                                 <C>

Gross profit                                       34.2%                            30.7%
Selling, general and
  administrative expense                           24.4%                            21.6%
Amortization                                        0.3%                             4.3%
Operating income                                    9.4%                             4.8%
Interest expense, net                              15.0%                            12.4%
Loss before income taxes                           -5.6%                            -7.6%
Net (loss)                                         -4.2%                            -6.7%



                                                       Nine Months Ended
                                    ---------------------------------------------------------
                                         September 27,                     September 28,
                                             2002                              2001
                                    ------------------------           ----------------------
Gross profit                                      28.4%                            34.4%
Selling, general and
  administrative expense                          15.9%                            18.0%
Amortization                                       0.2%                             3.8%
Operating income                                  12.3%                            12.6%
Interest expense, net                              9.7%                            14.5%
Income (loss) before income taxes                  2.6%                            -1.9%
Net income (loss)                                  1.5%                            -2.7%

</TABLE>


                                                        Pro Forma
                                                    Nine Months Ended
                                                  ----------------------
                                                      September 28,
                                                          2001
                                                  ----------------------
Gross profit                                                      30.2%
Selling, general and
  administrative expense                                          16.1%
Amortization                                                       3.0%
Operating income                                                  11.0%
Interest expense, net
Income (loss) before income taxes                                 11.9%
Net income (loss)                                                 -0.9%



<PAGE>


Comparison of Three Months Ended September 27, 2002 and September 28, 2001


Net Sales
The Company's  actual  consolidated  net sales for the third quarter 2002, $52.5
million  decreased  $4.7 million or 8.2% from $57.1 million in the third quarter
of 2001.  Casual net sales for the third quarter of 2002  decreased by 4.6% from
the same  period  in 2001 as a result of the  weakness  in the  retail  and mass
merchandise  national  markets.  The contract seating product line experienced a
net  sales  decrease  of 11.5%  resulting  from the  continued  sluggishness  in
construction  and  refurbishing  projects in the hospitality  industry.  The RTA
product line  experienced a sales decrease of 39.6% due to lost floor space with
a major mass merchandiser and a significant customer exiting the catalog market.

Gross Margin
Actual gross margin in the third quarter of 2002  increased $0.3 million or 1.7%
to $17.9 million compared to $17.6 million in the third quarter of 2001.  Actual
gross margin  percentage  increased  from 30.7% in the third  quarter of 2001 to
34.2% in the third quarter of 2002. This increase results a favorable mix impact
from a higher percentage of casual product shipments. While gross margins in the
casual market increased by $1.6 million in the third quarter of 2002, the margin
percent  increased  from  31.8%  in the  third  quarter  of 2001 to 38.0% in the
corresponding period of 2002.

The gross  margin for contract  and  hospitality  declined to 25.8% in the third
quarter of 2002,  compared to 30.2% in the third quarter of 2001. The decline is
primarily  volume related.  Gross margins in the RTA product line increased from
17.3% in the third quarter of 2001 to 37.6% during the third quarter of 2002, as
a result of warranty reserve adjustments.

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $0.5 million in the third
quarter of 2002,  compared  to the third  quarter  of 2001.  This  reflects  the
Company's  investment in its sales and  marketing  function in order to grow its
product lines and revenue base.

Amortization
Amortization  expense  decreased by $2.3  million in the third  quarter of 2002,
compared to the third quarter of 2001. This decrease results  primarily from the
Company adopting the provisions of Statement of Financial  Accounting  Standards
No. 142,  Goodwill and Other Intangible  Assets(See Note 8). As a result of this
pronouncement, goodwill has not been amortized during 2002. Other definite lived
intangible  assets such as  non-compete  agreements  and patents and  trademarks
continue to be amortized.

Operating Income
As a result of the above,  operating income  increased by $2.2 million,  to $4.9
million  (9.4% of net  sales) in the third  quarter  of 2002,  compared  to $2.8
million (4.8% of net sales) in the third quarter of 2001.

Interest Expense, Net
Interest  expense  increased  by $0.8  million  in the  third  quarter  of 2002,
compared to the third quarter of 2001.  The increase  reflects the impact of the
interest rate swap  agreement  entered in to on August 6, 2001 and interest rate
changes.

Provision for Income Taxes
The Company's effective tax rate for the third quarter of 2002 was 24.9% benefit
compared to a benefit of 11.3% for the third  quarter of 2001.  The  increase in
effective tax rate is primarily  due to the  Company's  adoption of Statement of
Financial  Accounting  Standards No. 142, Goodwill and Other Intangible  Assets.
(See Note 8) As a result of this pronouncement,  goodwill has not been amortized
during the third quarter of 2002.


Comparison of Nine Months Ended September 27, 2002 and September 28, 2001

For  purposes  of  this   discussion,   "pro  forma"  refers  to  the  estimated
consolidated  results  had the  acquisitions  of  Woodsmiths  and  Brown  Jordan
International occurred on January 1, 2001.

Net Sales
The Company's  actual  consolidated net sales for the first nine months of 2002,
$251.7  million  increased  $75.6  million or 42.9% from $176.1  million for the
first nine months of 2001. On a pro forma basis,  consolidated net sales for the
first nine months of 2002  increased  $4.9 million or 2.0% compared to pro forma
net sales of $246.8  million  during  the same  period of 2001.  Aided by strong
shipments in the national accounts channel during the first quarter of 2002, net
sales in the  casual  segment  increased  $17.3 or 12.7%  during  the first nine
months of 2002  compared  to pro forma net sales of $186.1  million in the first
nine months of 2001. The contract and hospitality product line experienced a pro
forma net sales decrease of 20.5% in the first nine months of 2002 when compared
to the same  period in 2001.  This  decline is  attributable  to a  slowdown  in
construction  and  refurbishing  projects in the hospitality  industry.  The RTA
product line  experienced a sales decrease of 19.3% due to lost floor space with
a major mass merchandiser and a significant customer exiting the catalog market.

Gross Margin
Actual gross margin in the first nine months of 2002 increased  $10.9 million or
18.0% to $71.5  million  compared  to $60.6  million in the first nine months of
2001. On a pro forma basis,  consolidated gross margin decreased $2.9 million in
the first nine  months of 2002 or 4.1%  compared  to $74.4  million in the first
nine  months  of 2001.  Consolidated  gross  margin  as a  percent  of net sales
decreased in the first nine months of 2002 to 28.4%  compared to pro forma gross
margin of 30.1% for the same period in 2001. This margin  percentage  decline is
primarily  the result of a first  quarter  2002  sales mix in casual,  which was
weighted to national account products,  which carry lower margins than specialty
retail casual products.  Specifically,  the casual segment experienced a decline
in pro forma gross  margin  percent  from 30.4%  during the first nine months of
2001, to 28.8% during this same period in 2002.

The gross  margin  for  contract  products  declined  to 27.1% in the first nine
months  of  2002,   compared  to  31.1%  in  the  first  nine  months  of  2001.
Additionally,  contract  pro forma gross  margin was 31.0% during the first nine
months of 2001. The decline is attributable to increased pricing pressure. Gross
margins in the RTA product line increased from 14.5% in the first nine months of
2001 to 18.7% during the same period of 2002.

Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $8.3 million in the first
nine  months  of 2002,  compared  to the same  period of 2001 as a result of the
acquisitions.  On a pro forma basis,  expenses  decreased  $0.1 million from the
first nine months of 2001.

Amortization
Amortization expense decreased by $6.1 million in the first nine months of 2002,
compared to the first nine months of 2001. This decrease results  primarily from
the Company  adopting  the  provisions  of  Statement  of  Financial  Accounting
Standards  No. 142,  Goodwill  and Other  Intangible  Assets.  (See Note 8) As a
result of this pronouncement, goodwill has not been amortized during 2002. Other
definite lived intangible assets such as non-compete  agreements and patents and
trademarks continue to be amortized.

Operating Income
As a result of the above,  operating income increased by $8.7 million,  to $30.9
million (12.3% of net sales) in the first nine months of 2002, compared to $22.2
million (12.6% of net sales) in the same period of 2001.

Interest Expense
Interest  expense  decreased  by $1.2  million in the first nine months of 2002,
compared to the first nine months of 2001. The decrease reflects additional debt
assumed in  support  of  acquisitions  which has been  offset by lower  interest
rates.

Provision for Income Taxes
The  Company's  effective  tax rate for the first nine months of 2002 was 44.0%,
higher than the Federal statutory rate to state income taxes. For the first nine
months of 2001 there was a provision  for income  taxes even though  there was a
pretax loss was due to non-deductibility of. The difference in the effective tax
rates between periods is due to the Company's adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets. (See Note 8)
As a result of this pronouncement,  goodwill has not been amortized during 2002;
the majority of the 2001 goodwill amortization was not deductible for taxes.

Seasonality and Quarterly Information

Sales of retail casual  products are typically  higher in the second  quarter of
each year as a result of high retail demand for casual  furniture  preceding the
summer months. Mass merchandise casual product sales are typically higher in the
fourth and first quarters as national accounts  warehouse product in preparation
for the spring  season.  The timing of  shipments  to mass  merchants  can cause
significant  swings in revenue  from quarter to quarter.  Specifically  in 2002,
revenues from mass merchandise  shipments were significantly higher in the first
quarter than those in the second quarter. In addition,  such revenue swings have
a significant impact on gross margins as the mass merchandise  shipments carry a
lower gross margin than the retail casual segment. Weather conditions during the
peak retail  selling  season and the resulting  impact on consumer  purchases of
outdoor  furniture  products can also affect sales of our casual  products.  The
furniture  industry is cyclical  and  sensitive  to changes in general  economic
conditions, consumer confidence,  discretionary income, interest rate levels and
credit availability.

The results of operations for any interim quarter are not necessarily indicative
of results for a full year.

Liquidity and Capital Resources

The Company's  short-term  cash needs are primarily for debt service and working
capital,  including accounts receivable and inventory requirements.  The Company
has  historically  financed  its  short-term  liquidity  needs  with  internally
generated funds and revolving line of credit  borrowings.  The Company  actively
monitors its cash  balances  and applies  available  funds to reduce  borrowings
under its long-term revolving line of credit. At September 27, 2002, the Company
had $34.0  million of working  capital and $41.7 million of unused and available
funds under its revolving credit facility.

In  addition to the Senior  Credit  Facility,  the  Company has $105  million of
Senior  Subordinated  Notes  ("notes")  which  require  interest  and  principal
repayments.  The notes require semi-annual interest payments, which commenced in
February  2000 and will mature in August 2007.  Borrowings  under the new senior
credit facility require  quarterly  interest  payments,  which commenced in June
2001.

The  Company's  Senior  Credit  Facility  restricts the Company from making cash
interest  payments on the notes issued by Holdings,  the parent.  Such  interest
payments are satisfied through the issuance of additional notes in amounts equal
to the  interest  due.  These  notes  are the  result  of debt  incurred  in the
acquisition of BJI.

We believe that existing sources of liquidity and funds expected to be generated
from  operations  will provide  adequate  cash to fund our  anticipated  working
capital  needs.  Significant  expansion of our business or the completion of any
material  strategic  acquisitions  may require  additional  funds which,  to the
extent not provided by internally  generated  sources,  could require us to seek
access to debt or equity markets.

Operating  cash  flows  are  closely  correlated  to  demand  for the  Company's
products.  A decrease  in demand for the  Company's  products  would  impact the
availability  of  these  internally  generated  funds.  Further,  the  Company's
revolving line of credit is contingent upon the Company  maintaining  particular
debt  covenants.  Failure  to comply  with  these  covenants  would  impact  the
availability  of funds on the  revolving  credit  line.  At the end of the third
quarter of 2002, the Company was in compliance with all Senior Debt covenants.

Cash Flows from Operating Activities.  Cash provided by operating activities was
$33.0  million  and $28.4  million  for the first  nine  months of 2002 and 2001
respectively.  The increase in cash provided results  primarily from an earnings
increase and changes in other accrued liabilities.

Cash Flows from Investing Activities.  Cash provided by investing activities was
$3.5  million  in the  first  nine  months  of 2002 and cash  used in  investing
activities was $94.6 million during the first nine months of 2001. Cash invested
during 2001 included $90.8 million in support of acquisitions.  Cash provided by
investing  activities  in 2002 include $2.0 million in proceeds from sale of the
Company's airplane and $3.0 million in proceeds from the sale of two facilities,
one in Houston, Texas and the other in Ocala, Florida.

Cash Flows From Financing Activities.  Net cash used in financing activities was
$38.5  million  during  the  first  nine  months  of 2002 and cash  provided  by
investing  activities was $68.3 million during the first nine months of 2001. In
2002, cash was  principally  used to retire  revolving and term debt.  Financing
activities  during  the first  nine  months  of 2001  focused  on the  Company's
acquisition of Brown Jordan International and simultaneous  restructuring of the
Company's Senior Credit Facility. Specifically, proceeds for the BJI acquisition
and Senior Credit  Facility  payoff were $205.3  million under the Company's new
Senior Credit facility and $50.9 million of equity investment. Of these amounts,
$147.3 million was used to payoff the existing Senior Credit Facility and $105.4
million  was  used  for the  acquisition  of BJI,  including  payoff  of  funded
indebtedness.


Foreign Exchange Forward Contracts

The Company  purchases some raw materials  from several  Italian  suppliers.  In
addition,  the Company funds some expenses for its Juarez,  Mexico manufacturing
facility.  These transactions  expose the Company to the effects of fluctuations
in the value of the U.S.  dollar  versus the Euro and Mexican  Peso. If the U.S.
dollar declines in value versus these foreign  currencies,  the Company will pay
more in U.S. dollars for these transactions. To reduce its exposure to loss from
such potential  foreign  exchange  fluctuations,  the Company will  occasionally
enter into foreign exchange forward contracts. These contracts allow the Company
to buy Euros and  Mexican  Pesos at a  predetermined  exchange  rate and thereby
transfer the risk of  subsequent  exchange rate  fluctuations  to a third party.
Currently  the Company  has forward  contracts  on the  Mexican  Peso  extending
through December 2002, with $1.2 million  outstanding and unsettled at September
27, 2002. The Company has not incurred  significant  gains or losses during 2002
as a result  of these  foreign  currency  transactions.  The  Company's  hedging
activities  relate  solely to its  component  purchases in Italy and  operations
funding in Mexico. The Company does not speculate in foreign currency.

Inflation

Inflation  has not had a  significant  impact on the  Company  in the past three
years and management does not expect  inflation to have a significant  impact in
the foreseeable future.


Forward Looking Statements

The  part  of  this  Quarterly  Report  on  Form  10-Q  captioned  "Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operations"
contains   certain   forward-looking   statements,   which   involve  risks  and
uncertainties. These statements are based on current expectations, estimates and
projections  about the  markets in which we  operate,  management's  beliefs and
assumptions  made by  management.  Readers  should refer to a  discussion  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  contained  in our  Annual  Report on Form  10-K for the year  ended
December 31, 2001 concerning certain factors that could cause our actual results
to  differ  materially  from the  results  anticipated  in such  forward-looking
statements.  Said  discussion  is hereby  incorporated  by  reference  into this
Quarterly Report.



Critical Accounting Policies and Estimates

Management's  discussion and analysis of its financial  condition and results of
operations are based upon the Company's consolidated financial statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States. The preparation of these financial statements requires the
Company to make  estimates  and  judgments  that affect the reported  amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets  and  liabilities.  On an  on-going  basis,  the  Company  evaluates  its
estimates,  including those related to customer programs and incentives, product
returns,  bad debts,  inventories,  intangible  assets,  income taxes,  warranty
obligations,  pensions and contingencies  and litigation.  The Company bases its
estimates on historical  experience  and on various other  assumptions  that are
believed to be reasonable under the circumstances, the results of which form the
basis for making  judgments  about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

The Company believes the following critical  accounting policies affect its more
significant  judgments and estimates used in the preparation of its consolidated
financial statements.

Allowance for Doubtful  Accounts
The Company  maintains  allowances  for doubtful  accounts for estimated  losses
resulting from the inability of its customers to make required payments.  If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make  payments,  additional  allowances may be
required.

Warranties
The Company  provides for the estimated  cost of product  warranties at the time
revenue is recognized. While the Company engages in product quality programs and
processes,  including  actively  monitoring  and  evaluating  the quality of its
component  suppliers,  the Company's warranty  obligation is affected by product
failure rates,  material usage and service delivery costs incurred in correcting
a product  failure.  Should actual  product  failure  rates,  material  usage or
service  delivery  costs differ from the Company's  estimates,  revisions to the
estimated warranty liability would be required.

Inventory
The company writes down its inventory for estimated obsolescence or unmarketable
inventory equal to the difference between the cost of inventory and the
estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

Goodwill and other identifiable intangible assets
Goodwill associated with the excess purchase price over the fair value of assets
acquired and other identifiable intangible assets, such as trademarks and trade
names, favorable leases, and covenants not to compete, are currently amortized
on the straight-line method over their estimated useful lives.

These assets are currently reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.

As discussed  herein,  the FASB issued SFAS 141 and SFAS 142 in June 2001.  SFAS
141 requires business combinations initiated after June 30, 2001 to be accounted
for using the  purchase  method of  accounting  and  broadens  the  criteria for
recording intangible assets separate from goodwill. SFAS 142 requires the use of
a  non-amortization  approach  to account  for  purchased  goodwill  and certain
intangibles.  We adopted these pronouncements effective January 1, 2002. At such
time we anticipate that  amortization  associated  with purchased  goodwill will
cease.

We have  significant  intangible  assets  related to goodwill and other acquired
intangibles.  The determination of related estimated useful lives and whether or
not these  assets  are  impaired  involves  significant  judgments.  Changes  in
strategy and/or market conditions could significantly impact these judgments and
require adjustments to recorded asset balances.


Derivatives

Financial  instruments,  including  derivatives,  used in the Company's  hedging
activities  are  recorded  at fair  value,  and the  amount  of  ineffectiveness
recorded in earnings.  Fair values for certain derivative  contracts are derived
from  pricing  models that  consider  time value and yield  curve or  volatility
factors underlying the positions.

Pricing models and their underlying  assumptions impact the amount and timing of
unrealized gains and losses recognized,  and the use of different pricing models
or assumptions could produce different  financial results.  Changes in the fixed
income and foreign exchange markets will impact the Company's  estimates of fair
value in the future,  potentially  affecting  revenues.  To the extent financial
contracts have extended  maturity dates,  the Company's  estimates of fair value
may involve  greater  subjectivity  due to the lack of  transparent  market data
available  upon  which to base  modeling  assumptions.  The  illiquid  nature of
certain  securities  or  debt  instruments  (such  as  certain  high-yield  debt
securities,  and certain  senior  secured  loans) also requires a high degree of
judgment in determining fair value.



<PAGE>



Controls and Procedures
As of September 27, 2002, an evaluation was performed  under the supervision and
with the participation of our management,  including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our  disclosure  controls  and  procedures.   Based  on  that  evaluation,   our
management,  including the Chief Executive Officer +and Chief Financial Officer,
believes that our disclosure  controls and procedures are adequately designed to
ensure that the information  that we are required to disclose in this report has
been  accumulated  and  communicated  to our  management,  including  our  Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions  regarding  such required  disclosure.  There have been no significant
changes in our internal  controls or in other  factors that could  significantly
affect internal controls subsequent to September 27, 2002.


<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.           Legal Proceedings

From time to time, we are subject to legal  proceedings and other claims arising
in the ordinary course of our business.  We maintain  insurance coverage against
potential claims in an amount that we believe to be adequate. Based primarily on
discussions with counsel and management  familiar with the underlying  disputes,
we believe that we are not presently a party to any  litigation,  the outcome of
which would have a material adverse effect on our business, financial condition,
results of operations or future prospects.




Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

(a)      None


Item 6.  Exhibits and Reports on Form 8-K

(a)               Exhibits

      99.1  Certification of Chief Executive Officer under Section 906 of the
            Sarbanes-Oxley Act of 2002


      99.2   Certification of Chief Financial Officer under Section 906 of the
             Sarbanes-Oxley Act of 2002


27     Financial Data Schedule

         (1) Filed herewith


(b)      Reports on Form 8-K

         None



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                BROWN JORDAN INTERNATIONAL, INC.


                                     By:/s/  Bruce R. Albertson
                                        -------------------------
   November 11, 2002                     Bruce R. Albertson
                                President and Chief Executive Officer



   November 11, 2002                 By:/s/  Vincent A. Tortorici, Jr.
                                     ----------------------------------
                                         Vincent A. Tortorici, Jr.
                                         Chief Financial Officer




<PAGE>


CERTIFICATIONS

I, Bruce R. Albertson, President and Chief Executive Officer, certify that:

1.  I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Brown  Jordan
    International, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)            designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared:

b)            evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

c)            presented in this quarterly report our conclusions  about the
              effectiveness  of the disclosure  controls and procedures based
              on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

a)            all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

b)       any fraud,  whether or not material,  that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




                                        By:/s/  Bruce R. Albertson
                                         -------------------------
   November 11, 2002                         Bruce R. Albertson
                                  President and Chief Executive Officer


<PAGE>



CERTIFICATIONS

I, Vincent A. Tortorici, Jr., Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Brown Jordan
     International, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)                designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this quarterly report is being prepared:

b)                evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this quarterly report (the "Evaluation
                  Date"); and

c)       presented in this quarterly report our conclusions  about the
         effectiveness  of the disclosure  controls and procedures based on
         our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

d)                all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

e)       any fraud,  whether or not material,  that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

The registrant's other certifying officers and I have indicated in this annual
report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.





   November 11, 2002                    By:/s/  Vincent A. Tortorici, Jr.
                                       ----------------------------------
                                            Vincent A. Tortorici, Jr.
                                            Chief Financial Officer


                              Exhibit 99.1


                CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Brown Jordan International, Inc. (the
"Company") on Form 10-Q for the period ended September 27, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Bruce R. Albertson, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002:


(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and


(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.




                                        By:/s/  Bruce R. Albertson
                                         -------------------------
   November 11, 2002                         Bruce R. Albertson
                                  President and Chief Executive Officer



<PAGE>



                                  Exhibit 99.2


                CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Brown Jordan International, Inc. (the
"Company") on Form 10-Q for the period ended September 27, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Vincent A. Tortorici, Jr., Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002:


(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and


(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



   November 11, 2002                    By:/s/  Vincent A. Tortorici, Jr.
                                           ----------------------------------
                                                Vincent A. Tortorici, Jr.
                                                 Chief Financial Officer