UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

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

                         For the quarterly period ended

                                 March 26, 2004

                 [] 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           (I.R.S. employer
              of incorporation or organization)      identification no.)


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

               Registrant's telephone number, including area code:
                                 (954) 960-1117

     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. [X] Yes [ ] No

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

     The  number of shares of Common  Stock,  $.01 par value per  share,  of the
registrant  outstanding  as of May 15,  2004 was 1,000.  The  registrant  has no
securities registered pursuant to Sections 12(b) or 12(g) nor are any securities
listed or trading on any market. The registrant files periodic reports under the
Securities  Exchange Act of 1934 solely to comply with  requirements  under that
certain Indenture related to the 12 3/4% Senior  Subordinated Notes due 2007, as
amended, and the Company's Senior Secured Term Notes.



<PAGE>


                        Brown Jordan International, Inc.


                                 INDEX TO ITEMS
                                                                           Page

PART I

ITEM 1.  Financial Statements
         o Consolidated Balance Sheets as of March 26, 2004 (unaudited)
           and December 31, 2003.......................................      3
         o Consolidated Statements of Operations for the three months
           ended March 26, 2004 and March 28, 2003 (unaudited).........      4
         o Consolidated Statements of Cash Flows for the three months
           ended March 26, 2004 and March 28, 2003 (unaudited).........      5
         o Notes to Unaudited Consolidated Financial Statements........      6
ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.....................................     17
ITEM 3.  Quantitative and Qualitative Disclosures about Market
         Risk..........................................................     23
ITEM 4.  Controls and Procedures.......................................     23


PART II


ITEM 2.  Changes in Securities, Use of Proceeds and Issuer Purchases
         of Equity Securities..........................................     23
ITEM 4.  Submissions of Matters to a Vote of Security Holders..........     23
ITEM 5.  Other information.............................................     24
ITEM 6.  Exhibits and Reports on Form 8-K..............................     24
         Signatures....................................................     25


<PAGE>


                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                Brown Jordan International, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                  (Amounts in thousands, except share amounts)

<TABLE>
<CAPTION>
<S>                                                                               <C>             <C>

                                                                                 (Unaudited)
                                                                                  March 26,      December 31,
                                                                                   2004              2003
                                                                                ----------      ------------

Assets
Current assets:
   Cash and cash equivalents.............................................       $  6,843         $   1,910
   Accounts receivable, net..............................................         82,120            84,367
   Refundable income taxes...............................................          1,843             4,999
   Inventories, net......................................................         39,405            37,248
   Prepaid and other current assets......................................         10,199            10,679
                                                                                --------         ---------

   Total current assets..................................................        140,410           139,203

Property, plant and equipment............................................         24,700            25,376
Customer relationships, net..............................................         17,428            18,043
Trademarks...............................................................         25,335            25,335
Goodwill.................................................................         91,254            91,254
Other assets, net........................................................         10,031             7,695
                                                                                --------         ---------

Total assets.............................................................       $309,158         $ 306,906
                                                                                ========         =========

Liabilities and stockholder's deficit Current liabilities:
   Current portion of long-term debt.....................................       $ 42,806         $  41,175
   Accounts payable......................................................         29,416            31,177
   Accrued interest......................................................          3,589             5,157
   Liability to Trivest..................................................         11,349               420
   Other accrued liabilities.............................................         25,212            23,458
                                                                                --------         ---------

   Total current liabilities.............................................        112,372           101,387

Long-term debt, net of current portion...................................        236,029           239,397
Deferred income taxes....................................................          4,045             3,811
                                                                                --------         ---------

Total liabilities........................................................        352,446           344,595

Commitments and contingencies

Stockholder's deficit

Common stock -- par value $.01 per share 1,000 shares authorized, issued
and outstanding at March 26, 2004 and December 31, 2003 .................              -                -
Additional paid in capital...............................................        162,041          162,041
Accumulated deficit......................................................      (203,704)         (197,884)
Accumulated other comprehensive loss.....................................        (1,625)           (1,846)
                                                                                --------         ---------

Total stockholder's deficit..............................................       (43,288)          (37,689)
                                                                                --------         ---------

                                                                                $309,158         $ 306,906
                                                                                ========         =========

</TABLE>

   The accompanying notes are an integral part of these financial statements.



<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                             (Amounts in thousands)

<TABLE>
<CAPTION>
<S>                                                                                <C>             <C>



                                                                                        (Unaudited)
                                                                                     Three Months Ended
                                                                                 March 26,         March 28,
                                                                                   2004              2003
                                                                                   ----              ----


Net sales................................................................    $   103,494       $   103,102
Cost of sales............................................................         85,688            84,000
                                                                             -----------       -----------

Gross profit.............................................................         17,806            19,102

Selling, general and administrative expense..............................         13,474            13,646
Amortization.............................................................            801               702
                                                                             -----------       -----------

   Operating income......................................................          3,531             4,754

Interest expense, net....................................................          9,351             9,024
                                                                             -----------       -----------

Loss before benefit for income taxes.....................................        (5,820)           (4,270)

Income tax benefit.......................................................              -           (1,474)
                                                                             -----------       -----------


Net loss                                                                     $   (5,820)       $   (2,796)
                                                                             ===========       ===========
</TABLE>






   The accompanying notes are an integral part of these financial statements.
<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                             (Amounts in thousands)
<TABLE>
<CAPTION>
<S>                                                                                <C>            <C>

                                                                                         (Unaudited)
                                                                                     Three Months Ended
                                                                                 March 26,       March 28,
                                                                                   2004            2003
                                                                                --------         ---------

Operating activities:
   Net loss..............................................................       $(5,820)         $ (2,796)
   Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:
   Depreciation and amortization.........................................          1,686             1,622
   Non-cash interest charges.............................................            738               660
   Provision for allowance for doubtful accounts.........................             28                81
   Provision for excess and obsolete inventory...........................            262               236
   Loss on disposal of assets............................................              -               177

   Changes in operating assets and liabilities:
     Accounts receivable.................................................          2,219          (14,905)
     Refundable income taxes.............................................            232             4,012
     Inventories.........................................................        (2,419)           (2,544)
     Prepaid expenses and other current assets...........................         1,223                266
     Other assets........................................................            (1)             (330)
     Accounts payable....................................................        (1,761)            10,911
     Accrued interest....................................................        (1,568)               404
     Liability to Trivest................................................          7,437               420
     Other accrued liabilities...........................................          2,209           (4,056)
     Deferred income taxes...............................................              -             (233)
                                                                                --------         ---------

     Net cash provided by (used in) operating activities.................          4,465           (6,075)
Investing activities:
   Capital expenditures..................................................          (225)             (386)
   Cash proceeds from sale of property, plant and equipment, net.........              -               931
                                                                                --------         ---------

     Net cash (used in) provided by investing activities.................          (225)               545

Financing activities:
   Net borrowings under revolving credit agreements......................          1,632             3,875
   Payments on long-term debt............................................        (3,492)           (1,875)
   Advance from Trivest..................................................          3,492                 -
   Financing fees........................................................          (939)                 -
                                                                                --------         ---------

     Net cash provided by financing activities                                       693             2,000

Net increase (decrease) in cash and cash equivalents.....................          4,933           (3,530)
Cash and cash equivalents at beginning of period.........................          1,910             7,927
                                                                                --------         ---------

Cash and cash equivalents at end of period...............................       $  6,843         $   4,397
                                                                                ========         =========


Supplemental disclosures:
   Cash paid for interest................................................         $9,776            $7,667
   Cash (refunded)/paid for income taxes.................................          (232)             3,962

</TABLE>



   The accompanying notes are an integral part of these financial statements.
<PAGE>




                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements


Note 1 - Business and Organization

Business

     Brown Jordan International, Inc. ("BJI" or the "Company") is engaged in the
design,   marketing,   manufacture  and   distribution  of  outdoor   furniture,
ready-to-assemble  ("RTA") furniture,  contract and hospitality seating products
and site amenity  products.  The Company  accesses the market through the retail
and contract  channels.  In the retail  channel,  BJI's  furniture  products are
distributed   through  specialty  stores,   national  accounts  and  traditional
furniture  stores.  BJI's RTA products  include  promotionally  priced furniture
products and are  distributed  through the retail channel to national  accounts,
catalog  wholesalers  and specialty  retailers.  BJI's contract and  hospitality
furniture  products are distributed  through the contract  channel to a customer
base,  which includes  architectural  design firms,  restaurant and  hospitality
chains.  Site amenity  products,  which include park benches,  picnic tables and
accessories  are marketed  through  distributors  to the end user. The Company's
products are  constructed of extruded and tubular  aluminum,  wrought iron, cast
aluminum, expanded mesh, sheet and tubular steel, wood and fabric.

Organization

     Prior to the 2001  acquisition of the entity formerly known as Brown Jordan
International,    Inc.   ("Former   Brown   Jordan"),   WinsLoew   completed   a
recapitalization  transaction  wherein WinsLoew became a wholly owned subsidiary
of a new holding  company called WLFI  Holdings,  Inc.  ("Holdings"),  a Florida
corporation.


     All shares of  WinsLoew's  common stock that were  outstanding  immediately
prior to the merger (850,497  shares) were converted into shares of common stock
of Holdings.  Each  warrant or option to purchase  shares of  WinsLoew's  common
stock was converted into a warrant or option to purchase an equivalent number of
shares of common stock of  Holdings.  In  addition,  1,000 shares of  previously
unissued  WinsLoew  common  stock  were  then  issued  to  WLFI  Holdings,  Inc.
Affiliates of Trivest Partners,  L. P. ("Trivest") are majority  shareholders of
Holdings.  Trivest,  Holdings and the Company have certain common  shareholders,
officers and directors.

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

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

     The  accompanying  unaudited  consolidated  financial  statements  of Brown
Jordan  International,  Inc. and subsidiaries are for interim periods and 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, 2003, 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.  Actual  results  may  differ  from  those
estimates.

     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  first
quarter,  which is from January 1, 2004 through  March 26, 2004.  The results of
operations for this period are not  necessarily  indicative of the results to be
expected for the full year.

Reclassification

     Certain prior period balances have been  reclassified to conform to current
period presentation.
<PAGE>

                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies - (continued)

Stock Options

     As permitted by SFAS No. 123,  "Accounting for  Stock-Based  Compensation,"
the Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
"Accounting   for  Stock   Issued  to   Employees"   ("APB  No.   25")  and  its
interpretations  in  accounting  for its stock  options  and  other  stock-based
employee  compensation  awards and the disclosure  requirements of SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure." Under the
provisions of APB No. 25, no compensation  expense has been recognized for stock
option  grants as the  exercise  prices are at or greater than the fair value of
shares at the date of the grant.  The fair value of the options  was  calculated
using the minimum value  methodology as allowed under SFAS No. 123 for companies
that do not have publicly traded equity.

Pro forma impact on the Company's results is as follows:

<TABLE>
<CAPTION>
<S>                                                                                <C>            <C>

                                                                                      (Unaudited)
                                                                                    Three Months Ended
                                                                                March 26,        March 28,
(In thousands)                                                                    2004             2003
                                                                                  ----             ----

Net loss as reported.....................................................       $(5,820)          $(2,796)
Pro forma stock based compensation expense, net of tax...................              -                 -
                                                                                --------         ---------

Pro forma net loss.......................................................       $(5,820)          $(2,796)
                                                                                ========          ========

Expected dividend yield..................................................           zero              zero
Expected stock price volatility..........................................           zero              zero
Risk-free interest rate..................................................          3.77%             5.00%
Expected life of options in years........................................              8                 9
</TABLE>

New Accounting Standards


     In  January  2003,  the FASB  issued  Interpretation  No.  46  ("FIN  46"),
"Consolidation of Variable  Interest  Entities," an Interpretation of Accounting
Research  Bulletin (ARB) No. 51,  "Consolidated  Financial  Statements."  FIN 46
addresses  the  consolidation  by  business  enterprises  of  variable  interest
entities  ("VIEs") either:  (1) that do not have sufficient equity investment at
risk  to  permit  the  entity  to  finance  its  activities  without  additional
subordinated  financial  support,  or (2) in which the equity  investors lack an
essential  characteristic of a controlling financial interest. In December 2003,
the FASB completed  deliberations  of proposed  modifications to FIN 46 (Revised
Interpretations)  resulting in multiple  effective dates based on the nature and
creation  date of the VIE.  The Revised  Interpretations  must be applied to all
VIEs no later  than the end of the  first  interim  or annual  reporting  period
ending after March 15, 2004. However,  prior to the required  application of the
Revised Interpretations,  its provisions must be adopted by the end of the first
interim or annual  reporting  period that ends after  December 15, 2003 (for the
year ended December 31, 2003 for the Company) for VIEs  considered to be special
purpose  entities  (SPEs).  SPEs for this  provision  include  any entity  whose
activities  are  primarily  related  to   securitizations   or  other  forms  of
asset-backed financings or single-lessee leasing arrangements.  The Company does
not have any SPEs.  The  Company  completed  its  evaluation  of the effect that
adopting FIN 46 will have on its financial  position,  results of operations and
cash flows.


Income Taxes

     The Company  accounts for income taxes under the liability  method pursuant
to Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes." Under the liability  method,  deferred tax assets and liabilities
are  determined  based on  differences  between the financial  reporting and tax
bases of assets and  liabilities  using the enacted tax rates and laws that will
<PAGE>

                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies - (continued)

Income Taxes - (continued)

be in  effect  when the  differences  are  expected  to reverse.  Recognition of
deferred  tax  assets is limited to amounts  considered  by  management  to more
likely than not be realizable in future periods.

     The effective tax rate for the quarters  ended March 26, 2004 and March 28,
2003 was 37.2% for both periods. Due to the tax losses recognized by the Company
in recent years,  a valuation  allowance was recorded  related to the additional
net operating losses generated in the first quarter of 2004.

     Pursuant to a tax sharing  agreement  between  Holdings and the Company and
its  subsidiaries,  the Company was included in the consolidated  federal income
tax return and certain consolidated state income tax returns of Holdings for all
taxable  periods  ended on or prior to December 31, 2002 and will be included in
the consolidated federal income tax return and certain consolidated state income
tax returns for the year ended December 31, 2003.


Note 3 - Inventories

Inventories consisted of the following:



                                                  (Unaudited)
                                                   March 26,       December 31,
(In thousands)                                       2004              2003
                                                     ----              ----

Raw materials.................................     $24,709           $23,867
Work in process...............................       2,252             2,234
Finished goods................................      12,444            11,147
                                                    ------            ------

                                                   $39,405           $37,248
                                                   =======           =======


Note 4 - Investment in Joint Venture

     In December  2002,  the Company  entered  into a joint  venture  with Shian
Industry  [Hong Kong] Company  Limited  ("Shian") to build a research and design
center and a model showroom in Shanghai, China. The facility, called the "Center
of  Excellence," is dedicated  exclusively to BJI products.  Construction of the
Center of Excellence was substantially  completed in January 2004 and production
in the manufacturing facility is expected to commence late in the second quarter
or early in the third quarter of 2004.

     The Company has  determined  that its  investment in the joint venture does
not meet the criteria set forth in FIN 46 such that consolidation of the results
of operations and assets and liabilities of the joint venture with the Company's
results would be required, accordingly, the joint venture is accounted for using
the equity method of  accounting.  The carrying  value of the  investment in the
joint venture was $0 as of March 26, 2004 and December 31, 2003.  BJI's share of
the joint venture losses and an investment in the joint venture are not recorded
in the  accompanying  Consolidated  Financial  Statements as BJI has not made an
investment in the joint venture and is not required to provide funding.


Note 5 - Long-Term Debt

Senior Credit Facility

     As of December  31,2003 and continuing  through March 26, 2004, the Company
was not in compliance  with certain  provisions  of its senior credit  facility,
including  certain  financial  covenants  contained within the agreement.  These
violations  constituted  events of  default.  On  January  9, 2004,  the Company
<PAGE>



                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

Note 5 - Long-Term Debt - (continued)

entered  into  a  forbearance  agreement  with  its  lenders  under  the  senior
credit  facility  that,  as amended,  (the  "Amended  Facility")  provided for a
forbearance  period  through March 31, 2004 under which the senior lenders would
not exercise  certain  rights and remedies  that could result from the Company's
default.  During the forbearance period, the Company arranged financing with new
lenders and repaid the senior credit facility in full. See Note 12.

     The Amended  Facility  provided for  borrowings of up to $215 million.  The
Amended Facility was  collateralized  by substantially  all of the assets of the
Company and was secured by a pledge of the  capital  stock of all the  Company's
domestic  subsidiaries.  The Amended  Facility  consisted of a revolving line of
credit (maximum of $50 million) and a term loan  (aggregate of $165 million,  of
which $34.9  million was repaid as of March 26,  2004).  The  revolving  line of
credit  allowed  the  Company  to  borrow  funds up to a certain  percentage  of
eligible inventories and accounts receivable.  At the option of the Company, the
interest rates under the Amended Facility were either:  (1) the base rate, which
is the higher of the prime  lending rate or 0.5% in excess of the federal  funds
effective rate, plus a margin, or (2) the adjusted LIBOR rate plus a margin. The
Amended  Facility  contained a floor of 2.5% on the LIBOR  rate.  The margins of
different loans under the Amended  Facility varied  according to a pricing grid.
The margin  for term  loans that were LIBOR  based was 5.0% while the margin for
revolving  loans  that were  LIBOR  based was 4.5%.  Both  LIBOR  based term and
revolving rates were based upon the Company's consolidated total leverage ratio.
Margins on base rate loans are the  applicable  LIBOR margin for such type loans
less  1%.  The  senior  credit  facility  contained  a $5.0  million  swing-line
sub-facility,  which accrued interest at the base rate per year. As of March 26,
2004,  the term loan was  priced at a rate of 10.0%  and the  revolving  line of
credit was priced at a rate of 9.5%.

     The Company also paid  commitment fees at a rate per annum equal to 0.5% on
the average  daily  excess of  revolving  loan  commitments  over the sum of the
aggregate  principal  amount  of  outstanding   revolving  loans  (but  not  any
outstanding swing line loans) plus letter of credit usage.

     The Amended Facility contained  customary covenants and restrictions on the
Company's and its  subsidiaries'  ability to issue  additional debt or engage in
certain  activities  and  includes  customary  events of  default.  The  Amended
Facility specified that the Company must meet or exceed interest coverage ratios
and must not exceed defined leverage ratios.

     As of March 26,  2004,  the term loan is  classified  as  long-term  as the
Company  refinanced this facility on a long-term basis. The balance  outstanding
under the revolving  line of credit as of March 26, 2004 has been  classified as
current as the revolver under the refinanced  credit  facility is required to be
classified as current, in accordance with the provisions of Emerging Issues Task
Force Issue No. 95-22,  "Balance Sheet Classification of Borrowings  Outstanding
Under Revolving  Credit  Agreements that Include both a Subjective  Acceleration
Clause and a Lockbox Arrangement" ("EITF No. 95-22"). See Note 12.

     Under a Guaranty between the senior bank group and Trivest,  Trivest agreed
to advance  to the  Company  up to $13.4  million  in  respect of the  Company's
obligations in 2003 to pay interest on the Company's subordinated  indebtedness.
A  Reimbursement  Agreement  obligated the Company to reimburse  Trivest for any
funds paid by Trivest  pursuant to the  Guaranty.  As of December 31, 2003,  the
Guaranty  was called upon by the senior bank  group.  Trivest  made a payment of
$3.5 million to the lenders under the Amended Facility on the Company's  behalf.
The Company repaid  Trivest the $3.5 million,  plus a guarantee fee and interest
of $0.4 million out of proceeds from the new financings. See Note 7.

Senior Subordinated Notes and Warrants

     In  connection  with the merger  described  in Note 1, the  Company  issued
105,000 units ("Units") consisting of $105 million aggregate principal amount at
maturity,  of 12 3/4 % senior subordinated notes due 2007 ("Notes") and warrants
("Warrants")  to purchase an  aggregate of 24,129  shares of its capital  stock.
Each Unit consists of $1,000 aggregate principal amount at maturity of Notes and
a Warrant to purchase  0.2298  shares of common  stock at an  exercise  price of
$0.01 per share. The issue price of each Unit was $975.73,  of which the Company
allocated  $962.40 to the Notes and $13.33 to the  Warrants.  The total value of
the Warrants,  $1.4 million, is reflected as "Additional paid-in capital" in the
accompanying Consolidated Balance Sheets. The total  amount of discount recorded
<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

Note 5 - Long-Term Debt - (continued)


on  the  notes  was $3.9 million  and is  being  amortized  to interest  expense
over the life of the Notes. The Notes are general  unsecured  obligations of the
Company and are junior in the right of payment to the  Company's  debt that does
not  expressly  provide  that it ranks  equally  with or  junior  to the  Notes,
including the Company's obligations under its senior credit facility.  The Notes
are unconditionally  guaranteed by the direct and indirect domestic subsidiaries
of BJI and bear interest at 12 3/4%, that is payable  semi-annually  on February
15 and August 15,  beginning  on  February  15,  2000.  The Notes will mature on
August 15, 2007.

     Since August 15,  2003,  the Company has had the right to redeem the Notes,
in whole or in part, at any time at the following redemption prices:

Year                                       Percentage
----                                       ----------
2003.......................................  106.375%
2004.......................................  104.250%
2005.......................................  102.125%
2006 and thereafter........................  100.000%

     In  conjunction  with the  Brown  Jordan  International  acquisition,  each
outstanding  warrant of the Company  issued  pursuant  to the Warrant  Agreement
dated as of August 24, 1999,  between the Company and American  Stock Transfer &
Trust  Registrant,  as Trustee,  was assumed by Holdings in accordance  with the
Warrant  Agreement so that each warrant  became  exercisable  for that number of
shares of Holdings  common stock equal to the number of shares of the  Company's
common stock issuable upon the exercise of the warrant  immediately prior to the
merger,  at the same exercise  price as was in effect  immediately  prior to the
merger.

     The Warrants are  exercisable on or after the occurrence of certain events.
Assuming  full exercise of the  Warrants,  the aggregate  number of shares would
approximate  3% of the common stock of Holdings.  The Warrants  expire on August
15, 2007.

     The indenture  under which the Notes (the  "Indenture")  are issued include
provisions  generally  common  in  such  indentures  including  restrictions  on
dividends,  additional  indebtedness  and asset sales. At December 31, 2003, the
Company was in compliance  with such covenants.  However,  the Company failed to
make  the  $6.9  million  scheduled  semi-annual  interest  payment  when due in
February 2004.  The Company  subsequently  made the interest  payment within the
cure period specified in the Notes.


     In March 2004,  the Indenture was amended to, among other things,  increase
the level of permitted  indebtedness  under the senior  credit  facility from an
aggregate  amount not to exceed the greater of $155 million,  or the sum of $125
million,  plus 60% of the  inventory  of the  Company,  plus 85% of the accounts
receivable of the Company to an aggregate  amount not to exceed $195.0  million,
or the sum of $125 million,  plus 60% of the inventory of the Company,  plus 85%
of the accounts receivable of the Company.



Note 6 - Interest Rate Swap

     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 on $100 million at 5.09% through March
31, 2004 and on $80 million from March 31, 2004 to March 31, 2005.

     As of March 26,  2004 and March 28,  2003,  the fair  value of the swap was
recorded as a liability  of $3.1  million and $6.1  million,  respectively.  The
portion of the change in fair value  attributable to the  ineffectiveness of the
hedge is recorded in the  accompanying  statement  of  operations  as  "interest
expense"  and was a reduction  in interest  expense of $0.1  million  during the
three month period  ended March 26, 2004 and an increase in interest  expense of
$0.2 million in the three  month  period  ended  March 28, 2003. The  balance of
<PAGE>



                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

Note 6 - Interest Rate Swap - (continued)


the  change  in  fair  value of $0.5 million during the three month period ended
March 26, 2004 is recorded in other comprehensive loss, net of tax.

     From the period of January 1, 2004  through  March 26,  2004,  the  3-month
LIBOR interest rate declined  approximately  25 basis points.  The fair value of
the swap is derived from  discounted  cash flows based on 3-month  LIBOR futures
contracts for the remaining  life of the swap.  The decline of the fair value of
the swap  during  2004  relates  primarily  to a decline  in future  cash  flows
relating to a shorter remaining life of the swap,  partially offset by increased
cash flow  associated  with a drop in the 3-month LIBOR  interest  rate.  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.


     On March 31, 2004,  the interest  rate swap  agreement  was  terminated  in
connection  with the Company's new  financing  arrangements.  As a result of the
termination of this  contract,  the Company will write-off the fair value of the
interest rate swap of $4.3 million  (including accrued interest of $0.9 million)
and $1.4  million,  net of deferred  taxes of $0.9  million,  included in "Other
comprehensive  income"  related to the change in the fair value of the effective
portion of the interest rate swap, in the second quarter of 2004. (See Note 12).

Note 7 - Related Party Transactions

     In  December  1994,  the Company  entered  into a ten-year  agreement  (the
"Investment  Services  Agreement")  with  Trivest.  Pursuant  to the  Investment
Services  Agreement,  Trivest provides corporate finance,  financial  relations,
strategic and capital planning and other management  advice to the Company.  The
Investment  Services  Agreement,  as amended from time to time,  provides for an
annual base  compensation  of  $750,000,  which is to be adjusted  annually  for
increases in the Consumer Price Index. For the year ended December 31, 2003, the
annual  compensation  was  $770,000.  For the quarters  ended March 26, 2004 and
March 28, 2003, the amount  expensed was $192,500,  and $222,400,  respectively.
Pursuant to the Second  Amendment to the Senior Credit Facility the Company will
continue  to expense  the  management  fee,  but is  restricted  to paying  only
$350,000  during the period of the Second  Amendment.  As of March 26, 2004, the
Company  had a  liability  of  $0.5  million  to  Trivest  as a  result  of this
restriction on paying management fees.

     On  March  31,  2004,  in  connection  with  the  Company's  new  financing
arrangements,  the Investment Services Agreement with Trivest was amended to (i)
provide for the payment of accrued,  unpaid management fees, (ii) provide for an
additional  incentive  fee of $0.8 million for services  provided in  connection
with the new financing  arrangements,  (iii) reduce the annual base compensation
to $350,000 and (iv) provide for a component  of  compensation  that is based on
the  Company's  performance  ("Performance  Compensation"),  as  defined  in the
amendment to the Investment Services Agreement.  The Performance Compensation is
not to exceed  $400,000  in any  year.  The  annual  base  compensation  will be
adjusted  annually to reflect any  increase  from the prior year in the Consumer
Price Index, with the first such adjustment to occur as of January 1, 2005.


     As a  condition  to the  extension  of the  forbearance  period  under  the
Company's  former senior credit  facility,  Trivest provided the Company with an
advance for the  financing  of the  interest  payment  due in  February  2004 to
holders of the Senior Subordinated Notes ($6.9 million).  In addition,  on March
5, 2004,  Trivest made a payment of $3.5 million to the Company's  lenders under
the Amended Facility on the Company's behalf. In the second quarter of 2004, the
Company:  (i)  repaid  Trivest  for the  advance  of the $3.5  million  interest
payment, plus a guarantee fee and interest of $0.4 million, (ii) paid management
fees  accrued as of December  31,  2003,  as referred to above,  as well as fees
earned and accrued through March 31, 2004 ($0.5 million in total) and (iii) paid
a  fee  of  $0.8  million  in  connection   with  the  Company's  new  financing
arrangements,  all out of the proceeds from the new  financing.  As of March 26,
2004,  the  amount due to Trivest  of $11.3  million is  reflected  as a current
liability in the accompanying  unaudited consolidated balance sheet. See Notes 5
and 12 to the Consolidated Financial Statements for additional discussion.

<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

Note 8 - Employee Benefit Plan

     In December  2003,  the FASB issued  revised SFAS No. 132  (revised  2003),
"Employers' Disclosure about Pensions and Other Postretirement  Benefits," which
requires  the  components  of net  periodic  pension  cost to be disclosed on an
interim basis as follows:

<TABLE>
<CAPTION>
<S>                                                                               <C>             <C>

                                                                                      (Unaudited)
                                                                                    Three Months Ended
                                                                                March 26,        March 28,
(In thousands)                                                                    2004             2003
                                                                                  ----             ----

Components of net periodic benefit cost:
   Service cost .........................................................         $   29           $    18
   Interest cost.........................................................             26                23
   Expected return on plan assets........................................           (25)              (20)
   Recognized net actuarial loss.........................................              4                 1
   Net amortization and deferral of prior service cost...................              5                 5
                                                                                  ------           -------

Net periodic pension cost                                                         $   39           $    27
                                                                                  ======           =======
</TABLE>


 Note 9 - Operating Segments

     The  Company has two  segments  organized  and managed  based on the market
channel into which the Company's products are sold.

     The Company  evaluates  performance and allocates  resources based on gross
profit.  The accounting  policies for each segment are consistent with those set
forth in the Company's  Annual  Report on Form 10-K for the year ended  December
31, 2003.

     There  are  no  intersegment  sales  or  transfers.   The  Company  has  no
significant  export  revenues.  Shared assets include assets that relate to both
the Retail and Contract segments.
<TABLE>
<CAPTION>
<S>                                                             <C>               <C>              <C>              <C>

(In thousands)                                                 Retail           Contract          Shared         Consolidated
                                                               ------           --------          ------         ------------


Three Months Ended March 26, 2004 (Unaudited)

   Net sales...........................................       $  78,966         $ 24,528         $       -         $103,494
   Gross profit........................................          10,729            7,077                 -           17,806
   Depreciation and amortization.......................             821              272               593            1,686
   Expenditures for long lived assets..................               4               22               199              225
   Segment assets......................................         158,267           49,843           101,048          309,158


Three Months Ended March 28, 2003 (Unaudited)

   Net sales...........................................       $  79,591         $ 23,511         $       -         $103,102
   Gross profit........................................          12,647            6,455                 -           19,102
   Depreciation and amortization.......................             740              285               597            1,622
   Expenditures for long lived assets..................              16               90               280              386
   Segment assets......................................         169,676           52,142            87,051          308,869

</TABLE>

<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements


Note 10 - Statements of Comprehensive Loss

<TABLE>
<CAPTION>
<S>                                                                                <C>              <C>

                                                                                        (Unaudited)
                                                                                     Three Months Ended
                                                                                 March 26,         March 28,
(In thousands)                                                                     2004              2003
                                                                                   ----              ----

Net loss.................................................................       $(5,820)          $(2,796)
Change in fair value of interest rate swap, net of taxes.................            221               277
                                                                                 -------          --------

Comprehensive loss.......................................................       $(5,599)          $(2,519)
                                                                                ========          ========
</TABLE>


Note 11- Commitments and Contingencies

Warranty Costs

     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.  The Company accrues for
warranties  based on  historical  experience  and sales.  Changes in the product
warranty accrual for the quarter ended March 26, 2004 are summarized below:


                                                                 Product
                                                                Warranty
(In thousands)                                                    Cost
                                                                  ----

Balance at December 31, 2003...........................       $   2,065

Accrual for warranties issued .........................           1,574
Settlements made (in cash or in kind)..................           (886)
                                                              ---------

Balance at March 26, 2004                                     $   2,753
                                                              =========



Note 12 - Subsequent Events


New Financing Arrangements

     On March 31, 2004, the Company entered into new financing arrangements that
consist  of  a  (i)  $90.0  million  asset  based   revolving   credit  facility
("Revolver") with a new lender and (ii) $135.0 million senior secured term notes
("Senior  Notes") with another lender.  Proceeds under these new facilities were
used to (i) repay all outstanding  balances under the Company's  existing senior
credit facility and term loan,  which was terminated on March 31, 2004, (ii) pay
all existing  indebtedness  to Trivest,  including an advance by Trivest for the
financing of the interest  payment to the  Company's  Senior  Subordinated  Note
holders  ($6.9  million),  the  Guarantee  payment and related fees and interest
($3.9  million),  financial  advisors fees ($0.8  million) and  management  fees
accrued as of December  31,  2003,  as well as fees  earned and accrued  through
March 31, 2004 ($0.5 million in total), (iii) pay interest rate swap termination
fees,  and  (iv)  to  pay  fees  and  expenses  relating  to the  new  financing
transactions.  Upon the  closing  of the  transactions,  $189.2  million  ($54.2
million  under the Revolver and $135.0 million under the Senior Notes) was drawn
<PAGE>

                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements


Note 12 - Subsequent Event

New Financing Arrangements - (continued)

under the new  facilities.  The termination of the existing credit  facility and
term  loan  will  result  in   the  write-off  of  deferred  financing  fees  of
approximately  $6 million,  the  settlement  of the  interest  rate swap of $4.3
million and the  write-off  of $1.4  million  included  in "Other  comprehensive
income" related to the change in the fair value of the effective  portion of the
interest  rate swap,  in the quarter  ended June 25, 2004.  The Company had been
operating under a forbearance agreement with its former lenders as of January 9,
2004 that, as amended, provided for a forbearance period through March 31, 2004,
while the new financing was arranged.

     Availability  under the Revolver is based on a borrowing base consisting of
the Borrowers' eligible accounts receivable and inventory.  The interest rate on
borrowings  under the  Revolver is based on the base rate (which is defined as a
variable  rate of  interest  per annum  equal to the  highest of the prime rate,
reference  rate,  base rate or other  similar rate as  determined by the lender)
plus 0.25% per year (the  "Domestic  Rate"),  or at the election of the Company,
the applicable London Interbank Offering Rate ("LIBOR") plus 2.25% per year (the
"Eurodollar Rate"). The Company also pays an unused facility fee equal to 0.375%
per annum on the average unused daily balance of the Revolver.  Borrowings under
the Revolver are secured by a first  priority lien on  substantially  all of the
Company's accounts  receivable,  inventory,  fixed assets and intangible assets.
The Revolver  contains a $10.0 million  swing-line  sub-facility,  which accrues
interest at the Domestic Rate per year. The Revolver  terminates on May 1, 2007,
unless  terminated  earlier by the Company.  The Company must pay a $0.9 million
termination  fee if it elects to terminate the Revolver on or prior to March 31,
2005.  As of March 31, 2004,  the interest rate on the  outstanding  balance was
3.36% and was based on the  Eurodollar  Rate. As of March 31, 2004,  the Company
had availability under the Revolver of $18.5 million.

     The  Revolver  also   provides  for  a  $15.0  million   letter  of  credit
sub-facility.  The aggregate amount of such letters of credit may not exceed the
lesser  of (i) $15.0  million  and (ii) an  amount  equal to the  $90.0  million
aggregate commitment under the Revolver less the aggregate outstanding principal
balance of the Revolver and  swing-line  and (iii) the  borrowing  base less the
aggregate outstanding principal balance of the Revolver and swing-line. However,
the letters of credit with respect to any of the Company's business segments (as
defined in the Revolver) may not exceed the sum of (i) the outstanding  Revolver
advances and swing-line loans to such business segment plus (ii) the outstanding
letters of credit to exceed such business unit's borrowing base. Fees associated
with the  letters of credit are equal to the  Domestic  Rate per year based upon
the face amount of the letters of credit.

     The Revolver contains customary covenants and restrictions on the Company's
and its  subsidiaries'  ability  to issue  additional  debt or engage in certain
activities and certain  affirmative  covenants,  including,  but not limited to,
reporting  requirements.  In addition,  the Revolver  specifies that the Company
must  maintain a minimum of $5.0  million  available  borrowing  capacity at all
times, and provided the Company maintains a minimum of $9.0 million of available
borrowing  capacity,  the  Revolver  does not require  financial  covenants.  If
availability  falls below $9.0 million at any time during a fiscal quarter,  the
Company is subject to a fixed charge ratio. The Revolver also contains events of
default customary for credit  agreements of this type,  including failure to pay
interest or  principal  when due and  cross-default  provisions  relating to the
Company's other indebtedness in excess of $1.5 million.  In the event of default
and during the  continuation  thereof,  borrowings  under the Revolver will bear
interest,  at the option of the lender,  at the then current  Domestic Rate plus
2.00% per annum or at the Eurodollar Rate plus 2.00% per annum.

     The Revolver includes both a subjective  acceleration  clause and a lockbox
arrangement that requires all lockbox receipts be used to repay revolving credit
borrowings.  Accordingly, borrowings under the revolving credit facility will be
classified as current as required by EITF No. 95-22.

     The Senior  Notes,  which  mature May 1, 2007,  bear  interest at a rate of
LIBOR plus 9.00% per annum,  reset  quarterly.  The Company will pay interest in
arrears on each  March 31,  June 30,  September  30 and  December  31 and on the
maturity  date,  commencing,  June 30,  2004.  The Senior Notes are secured by a
second  priority lien on all of the Company's  accounts  receivable,  inventory,
fixed assets and  intangible  assets and a first  priority lien on the Company's
capital stock as well as that of all of the Company's domestic subsidiaries.
<PAGE>


                Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements


Note 12 - Subsequent Event

New Financing Arrangements - (continued)

     The  Senior  Notes  are  guaranteed  by  all  of  the  Company's   domestic
subsidiaries  (the  "Guarantors").  The Guarantors have fully,  unconditionally,
jointly and severally guaranteed the Company's  obligations under the notes. The
Company's subsidiaries other than the Guarantors are minor within the meaning of
Rule 3-10(h)(6) of Regulation S-X of the Securities and Exchange Commission, and
the Company has no independent  assets or operations  within the meaning of Rule
3-10(h)(5)  of  Regulation  S-X.  Holdings  pledge  of the  Company's  stock  is
non-recourse  to  Holdings.  As of March  31,  2004,  the  interest  rate on the
outstanding balance was 10.11%.

     The Company may redeem,  at its option,  the Senior  Notes,  in whole or in
part from time to time after March 31, 2005 at the applicable  redemption  price
as set forth below:

Period                                                    Redemption Price
------                                                    ----------------
March 31, 2005 - March 31, 2006........................         103.00%
April 1, 2006 - September 30, 2006.....................         101.00%
October 1, 2006 and thereafter.........................         100.00%

     In  addition,  the  Company  may,  at its  option,  elect  on one  occasion
occurring on or prior to the 60 days  following the  completion of the Company's
audit for the year ended December 31, 2004 (but in any event, no later than June
30,  2005),  to redeem at a  redemption  price of 100% of the  principal  amount
thereof,  plus accrued interest,  a principal amount of the Senior Notes, not to
exceed the lesser of (i) 5.0% of the principal amount of the Senior Notes issued
and (ii) the amount of excess  cash flow (as defined in the  agreement)  for the
year ended  December 31, 2004.  The ability to redeem Senior Notes in accordance
with this  provision is  contingent  on the  requirement  that (i) no default or
event of default shall have  occurred and be  continuing as such time,  and (ii)
that the report of the  Company's  independent  auditors  in respect of the year
ended December 31, 2004 is an "unqualified" audit report.

     The Senior Notes contain various covenants customary for notes of a similar
nature,  including  limitations  on  the  activities  of  the  Company  and  its
subsidiaries  to, among other things,  (i) declare or pay cash  dividends,  (ii)
modify the  capital  structure,  (iii)  acquire or retire  indebtedness  that is
subordinate  to the Senior  Notes,  (iv) issue  preferred  stock,  (v) create or
assume any indebtedness, (vi) sell, transfer or assign its properties or assets,
(vii) create or assume liens, (viii) enter into sale and leaseback transactions,
and (ix)  engage in mergers  or  acquisitions.  In  addition,  the Senior  Notes
contain affirmative  covenants including,  but not limited to maintenance of the
Company's  properties and reporting  obligations.  The Senior Notes also contain
events of default  customary  for financing  agreements of this type;  including
failure to pay  interest  on  principal  when due and  cross-default  provisions
relating to the Company's other  indebtedness in excess of $5.0 million.  In the
event of  default,  holders of 33 1/3% or more in  principal  amount of the then
outstanding  Senior Notes may declare the principal  amount of all of the Senior
Notes due and payable  immediately,  by written notice to the Company,  and upon
such notice,  such principal amount and any accrued and unpaid interest shall be
immediately due and payable.

     The Company paid  approximately $5 million in fees relating to the Revolver
and the  Senior  Notes  that will be  amortized  to  interest  expense  over the
36-month period beginning March 31, 2004.

<PAGE>


               Brown Jordan International, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements


Note 12 - Subsequent Event (continued)


Consolidation of Manufacturing Operations

     In May 2004, the Company announced its intention to close its manufacturing
facility located in Medley,  Florida. The Medley facility manufactures furniture
products for both the Retail and Contract operating segments.  The Company plans
to move the Medley  facility's  operations  to other Company  plants  located in
Haleyville,  Alabama and Juarez,  Mexico.  The  transition of the  manufacturing
operations  is expected  to be  completed  by the end of  September  2004.  This
initiative will result in the elimination of approximately  136 positions during
2004.  As a result  of this  initiative,  the  Company  expects  to incur  costs
associated with severance and other employee  related costs,  inventory  related
reserves and freight costs associated with relocating  inventory in the range of
approximately  $0.7  million to $1.0  million.  The Company is in the process of
evaluating the ultimate  disposition of the operating  lease for the building as
well as the fixed assets at the Medley facility. The carrying value of the fixed
assets as of March 26, 2004  approximates  $1.6 million.  The Company expects to
record  charges  associated  with this  initiative  during  the second and third
quarters of 2004.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

GENERAL

     We are a premier designer,  manufacturer and marketer of fine luxury retail
and  contract  furnishings.  Our brand  names  include  Brown  Jordan,  Pompeii,
Winston, Vineyard, Tommy Bahama, Stuart Clark, Casual Living, Tradewinds, Molla,
Loewenstein,  Charter, Lodging by Liberty,  Woodsmiths,  Wabash Valley, Southern
Wood Products,  Texacraft,  and Tropic Craft. We sell our furniture  products in
the retail market to both  national and  specialty  accounts and in the contract
market to commercial  and  institutional  users.  Our retail  product  offerings
include  chairs,  chaise  lounges,  tables,  umbrellas,   cushions  and  related
accessories,  which are generally  constructed  from  aluminum,  steel,  wood or
fiberglass.  Our contract products include the same type of products in addition
to wood, metal and upholstered chairs, sofas and loveseats, which are offered in
a wide variety of finish and fabric options to the contract market. In addition,
our contract line includes a variety of tables,  chairs,  benches and swings for
the site amenity market. All of our furniture products,  excluding Wabash Valley
and Southern Wood Products, are manufactured pursuant to customer orders.

RESULTS OF OPERATIONS

     The following table sets forth net sales,  gross profit and gross profit as
a percent of net sales for the three  months  ended March 26, 2004 and March 28,
2003 for each of our market channels (in thousands, except for percentages):

<TABLE>
<CAPTION>
<S>                           <C>              <C>                 <C>           <C>              <C>              <C>

                                                                      (Unaudited)
                                                                  Three Months Ended
                                           March 26, 2004                                       March 28, 2003
                           --------------------------------------------         -------------------------------------------
                               Net              Gross            Gross             Net               Gross            Gross
                              Sales            Profit          Profit %           Sales             Profit          Profit %
                           --------          --------          --------         --------          --------          --------
Retail                     $  78,966          $10,729             13.6%          $79,591           $12,647            15.9%
Contract                      24,528            7,077             28.9%           23,511             6,455            27.5%
                           ---------         --------                           --------          --------

Total                      $103,494           $17,806             17.2%          $103,102          $19,102             18.5%
                           ========           =======                            ========          =======


     See  Note 9 to  Consolidated  Financial  Statements  for  more  information
concerning our reporting segments.

     The  following  table  sets  forth  certain  information  relating  to  our
operations expressed as a percentage of net sales.


                                                                                        (Unaudited)
                                                                                     Three Months Ended
                                                                                 March 26,         March 28,
                                                                                   2004              2003
                                                                                 --------         ---------
Gross profit.............................................................          17.2%             18.5%
Selling, general and administrative expense..............................          13.0%             13.3%
Amortization.............................................................           0.8%              0.7%
Operating income.........................................................           3.4%              4.6%
Interest expense.........................................................           9.0%              8.8%
Income tax benefit.......................................................         (0.0%)            (1.4%)
Net loss.................................................................         (5.6%)            (2.7%)

</TABLE>

COMPARISON OF THREE MONTHS ENDED MARCH 26, 2004 AND MARCH 28, 2003

     Net Sales. Consolidated net sales of $103.5 million in the first quarter of
2004 were  consistent  with net sales for the same period in 2003.  Net sales in
the Retail  channel were down  slightly in the first quarter of 2004 as compared
to the same period in the prior year,  while net sales in the  contract  channel
increased $1.0 million or 4.3% as compared to the first quarter of 2003.  Within
the Retail  channel,  shipments to specialty  stores  increased 38% in the first
quarter  of 2004  compared  to the first  quarter  of 2003,  largely  due to the
reduced sales levels in the first quarter of 2003, as a result of our customers'
reduction of inventory levels and lower demand due to general economic weakness.
Additionally,  sales in the first quarter of 2004 were favorably impacted by our
expanded product  offerings,  including cast, woven and wrought iron product,  a
rejuvenated  Winston brand and the introduction of the Tommy Bahama brand. These
increases  were offset by lower  national  account sales in the first quarter of
2004 as compared to the first quarter of 2003,  largely due to pricing pressures
and as a result of our primary  customer  reducing  inventory  levels.  Contract
sales for the first quarter of 2004  increased over the first quarter of 2003 as
a  result  of  higher  order  levels,  primarily  attributable  to  the  overall
improvement in the economy.

     Gross  Profit.  Gross profit in the first  quarter of 2004 of $17.8 million
represents  a decrease of $1.3  million or 6.8% as  compared to gross  profit of
$19.1 million in the first quarter of 2003. The overall decrease in gross profit
in the first quarter of 2004 was primarily  attributable  to the Retail channel.
Gross  profit in the Retail  channel  declined  in the first  quarter of 2004 as
compared  to the same  quarter  in the  prior  year as a result  of (i)  pricing
pressures in the national accounts portion of the business,  (ii) an unfavorable
product mix within this portion of the  business,  and (iii) higher  returns and
allowances  for sourced  product.  The decline in gross margin  within  national
accounts  was  partially  offset by  improved  margins in the  specialty  retail
business and in the contract market.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  ("SG&A")  for the first  quarter  of 2004  were  $13.5
million, representing a $0.1 million, or 1.3% decrease compared to SG&A expenses
during the first quarter of 2003. SG&A spending  decreased  primarily due to (i)
lower  employee  related  costs in the 2004  period  as a  result  of  headcount
reductions that occurred late in the first quarter of 2003 and (ii) lower levels
of spending during the 2004 period for legal and  professional  services.  These
decreases  in the 2004  quarter as compared to the same period in the prior year
were  substantially  offset by higher levels of  commissions  as a result of the
higher  levels of  specialty  retail and  contract  sales and  higher  levels of
advertising.

     Amortization.  Amortization expense of $0.8 million in the first quarter of
2004 relating to the  amortization of certain  intangible  assets was consistent
with the same period for the prior year.

     Operating Income. As a result of the above, operating income decreased from
$4.8  million in the first  quarter of 2003 (4.6% of net sales) to $3.5  million
(3.4% of net sales) in the same period of 2004.

     Interest  Expense.  Interest  expense  increased  $0.4 million in the first
quarter of 2004 to $9.4  million  from $9.0  million in the same period of 2003.
The higher level of interest  expense in the 2004 period is primarily  due to an
increase in amortization of deferred financing fees, higher interest rates and a
larger  credit  spread  in the first  quarter  of 2004 as  compared  to the same
quarter in 2003. The increase from deferred financing fees and the larger credit
spread  resulted  from the March 2003  amendment to our existing  senior  credit
facility. These increases to interest expense are partially offset by a decrease
in the  ineffective  portion of the interest  rate swap in the first  quarter of
2004 as compared to the same quarter in 2003.

     Benefit for Income Taxes. There are no income taxes reflected for the first
quarter of 2004 as we have  recorded a full  valuation  allowance  to offset the
income tax benefit that resulted from the net loss in the first quarter of 2004.
Exclusive of the valuation allowance,  the effective tax rate was consistent for
both periods presented.

SEASONALITY AND QUARTERLY INFORMATION

     Sales of retail  products  are  typically  higher  in the first and  fourth
quarters as a result of high demand for outdoor  furniture  in advance of summer
use. Weather  conditions during the peak retail selling season and the resulting
impact on consumer purchases of outdoor furniture products can also affect sales
of outdoor products.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

     In  January  2003,  the FASB  issued  Interpretation  No.  46  ("FIN  46"),
"Consolidation of Variable  Interest  Entities," an Interpretation of Accounting
Research  Bulletin (ARB) No. 51,  "Consolidated  Financial  Statements."  FIN 46
addresses  the  consolidation  by  business  enterprises  of  variable  interest
entities  ("VIEs") either:  (1) that do not have sufficient equity investment at
risk  to  permit  the  entity  to  finance  its  activities  without  additional
subordinated  financial  support,  or (2) in which the equity  investors lack an
essential  characteristic of a controlling financial interest. In December 2003,
the FASB completed  deliberations  of proposed  modifications to FIN 46 (Revised
Interpretations)  resulting in multiple  effective dates based on the nature and
creation  date of the VIE.  The Revised  Interpretations  must be applied to all
VIEs no later  than the end of the  first  interim  or annual  reporting  period
ending after March 15, 2004. However,  prior to the required  application of the
Revised Interpretations,  its provisions must be adopted by the end of the first
interim or annual  reporting  period that ends after  December 15, 2003 (for the
year ended December 31, 2003 for us) for VIEs  considered to be special  purpose
entities (SPEs). SPEs for this provision include any entity whose activities are
primarily related to securitizations  or other forms of asset-backed  financings
or  single-lessee  leasing  arrangements.  We do not  have  any  SPEs.  We  have
completed our  evaluation of the effect of adopting FIN 46 and we have concluded
that there is no impact on our financial  position,  results of  operations  and
cash flows.


LIQUIDITY AND CAPITAL RESOURCES

New Financing Arrangements

     As of December 31, 2003 and continuing  through March 26, 2004, we were not
in compliance with certain  provisions of its senior credit facility,  including
certain  financial  covenants in that agreement.  These  violations  constituted
events of default.  On January 9, 2004, we entered into a forbearance  agreement
with our lenders under the senior credit facility that, as amended, provided for
a forbearance  period through March 31, 2004. During the forbearance  period, we
arranged  financing  with new lenders and repaid the senior  credit  facility in
full. The terms of the new financing arrangements are summarized below.


     We entered into new financing  arrangements on March 31, 2004, that consist
of a (i) $90.0 million asset based revolving credit facility ("Revolver") with a
new lender and (ii) $135.0 million  senior  secured term notes ("Senior  Notes")
with another lender.  Proceeds under these new facilities were used to (i) repay
all  outstanding  balances  under our existing  senior credit  facility and term
loan, which was terminated on March 31, 2004, (ii) pay all existing indebtedness
and fees to Trivest ($12.1  million),  (iii) pay interest rate swap  termination
fees,  and  (iv)  to  pay  fees  and  expenses  relating  to the  new  financing
transactions.  Upon the  closing  of the  transactions,  $189.2  million  ($54.2
million under the Revolver and $135.0  million under the Senior Notes) was drawn
under the new facilities. In addition,  approximately $7 million of availability
was used for letters of credit,  largely  related to our insurance  programs and
collateralization of an industrial  development  obligation.  The termination of
the existing  senior credit  facility and term loan will result in the write-off
of deferred  financing fees of approximately  $6 million,  the settlement of the
interest  rate swap of $4.3 million and the  write-off of $1.4  million,  net of
deferred taxes of $0.9 million, included in "Other comprehensive income" related
to the change in the fair value of the  effective  portion of the interest  rate
swap, in the quarter ending June 25, 2004.


     Availability  under the Revolver is based on a borrowing base consisting of
the Borrowers' eligible accounts receivable and inventory.  The interest rate on
borrowings  under the  Revolver is based on the base rate (which is defined as a
variable  rate of  interest  per annum  equal to the  highest of the prime rate,
reference  rate,  base rate or other  similar rate as  determined by the lender)
plus 0.25% per year (the "Domestic  Rate"),  or at our election,  the applicable
London  Interbank  Offering Rate ("LIBOR") plus 2.25% per year (the  "Eurodollar
Rate").  We also pay an unused  facility  fee  equal to 0.375%  per annum on the
average unused daily balance of the Revolver.  Borrowings under the Revolver are
secured by a first priority lien on substantially  all our accounts  receivable,
inventory,  fixed assets and intangible  assets.  The Revolver  contains a $10.0
million swing-line sub-facility, which accrues interest at the Domestic Rate per
year. The Revolver terminates on May 1, 2007, unless we terminate it earlier. We
must pay a $0.9 million  termination  fee if we elect to terminate the Revolver
on or prior to March 31, 2005.  As of March 31, 2004,  the interest  rate on the
outstanding balance under the Revolver was 3.36% and was based on the Eurodollar
Rate. As of March 31, 2004, we had availability of $18.5 million.

     The  Revolver  also   provides  for  a  $15.0  million   letter  of  credit
sub-facility.  The aggregate amount of such letters of credit may not exceed the
lesser  of (i) $15.0  million  and (ii) an  amount  equal to the  $90.0  million
aggregate commitment under the Revolver less the aggregate outstanding principal
balance of the Revolver and  swing-line  and (iii) the  borrowing  base less the
aggregate outstanding principal balance of the Revolver and swing-line. However,
the letters of credit with respect to any of our  business  segments (as defined
in the Revolver) may not exceed the sum of (i) the outstanding Revolver advances
and swing-line loans to such business segment plus (ii) the outstanding  letters
of credit to exceed such business  unit's  borrowing  base. Fees associated with
the  letters  of credit are equal to the  Domestic  Rate per year based upon the
face amount of the letters of credit.

     The Revolver contains  customary  covenants and restrictions on our and our
subsidiaries'  ability to issue additional debt or engage in certain  activities
and certain  affirmative  covenants,  including,  but not limited to,  reporting
requirements.  In  addition,  the  Revolver  specifies  that we must  maintain a
minimum of $5.0 million available  borrowing capacity at all times, and provided
that we maintain a minimum of $9.0 million of available borrowing capacity,  the
Revolver does not require financial covenants.  If availability falls below $9.0
million at any time during a fiscal  quarter,  we are subject to a fixed  charge
ratio.  The  Revolver  also  contains  events of  default  customary  for credit
agreements of this type, including failure to pay interest or principal when due
and  cross-default  provisions  relating to our other  indebtedness in excess of
$1.5  million.  In the event of default  and during  the  continuation  thereof,
borrowings  under the Revolver will bear interest,  at the option of the lender,
at the then current Domestic Rate plus 2.00% per annum or at the Eurodollar Rate
plus 2.00% per annum.

     The Senior  Notes,  which  mature May 1, 2007,  bear  interest at a rate of
LIBOR plus 9.00% per annum, reset quarterly.  We will pay interest in arrears on
each March 31, June 30,  September 30 and December 31 and on the maturity  date,
commencing,  June 30, 2004.  The Senior  Notes are secured by a second  priority
lien on substantially all of our accounts  receivable,  inventory,  fixed assets
and intangible  assets and a first priority lien on our capital stock as well as
that of all of our domestic subsidiaries. The Senior Notes are guaranteed by all
of our domestic  subsidiaries  (the  "Guarantors").  The Guarantors  have fully,
unconditionally,  jointly and severally  guaranteed  the  obligations  under the
notes. Our  subsidiaries  other than the Guarantors are minor within the meaning
of Rule 3-10(h)(6) of Regulation S-X of the Securities and Exchange  Commission,
and we have no  independent  assets or  operations  within  the  meaning of Rule
3-10(h)(5) of Regulation S-X.  Holdings'  pledge of our stock is non-recourse to
Holdings. As of March 31, 2004, the interest rate on the outstanding balance was
10.11%.

     We may redeem,  at our option,  the Senior Notes,  in whole or in part from
time to time after March 31, 2005 at applicable  redemption  prices ranging from
103.0% to 100.0% of face value. In addition, we may, at our option, elect on one
occasion  occurring on or prior to the 60 days  following the  completion of our
audit for the year ended December 31, 2004 (but in any event, no later than June
30,  2005),  to redeem at a  redemption  price of 100% of the  principal  amount
thereof,  plus accrued interest,  a principal amount of the Senior Notes, not to
exceed the lesser of (i) 5.0% of the principal amount of the Senior Notes issued
and (ii) the amount of excess  cash flow (as defined in the  agreement)  for the
year ended  December 31, 2004.  The ability to redeem Senior Notes in accordance
with this  provision is  contingent  on the  requirement  that (i) no default or
event of default shall have  occurred and be  continuing as such time,  and (ii)
that the  report  of our  independent  auditors  in  respect  of the year  ended
December 31, 2004 is an "unqualified" audit report.

     The Senior Notes contain various covenants customary for notes of a similar
nature,  including  limitations  on our  activities  and the  activities  of our
subsidiaries  to, among other things,  (i) declare or pay cash  dividends,  (ii)
modify the  capital  structure,  (iii)  acquire or retire  indebtedness  that is
subordinate  to the Senior  Notes,  (iv) issue  preferred  stock,  (v) create or
assume any indebtedness, (vi) sell, transfer or assign our properties or assets,
(vii) create or assume liens, (viii) enter into sale and leaseback transactions,
or (ix) engage in mergers or acquisitions. In addition, the Senior Notes contain
affirmative  covenants  including,   but  not  limited  to  maintenance  of  our
properties  and reporting  obligations.  The Senior Notes also contain events of
default  customary for financing  agreements of this type,  including failure to
pay interest on principal when due and cross-default  provisions relating to our
other indebtedness in excess of $5.0 million.

     In the event of default,  holders of 33 1/3% or more in principal amount of
the then outstanding Senior Notes may declare the principal amount of all of the
Senior Notes due and payable immediately, by written notice to us, and upon such
notice,  such  principal  amount and any  accrued and unpaid  interest  shall be
immediately due and payable.

     We paid  approximately  $5 million in fees relating to the Revolver and the
Senior Notes that will be amortized to interest expense over the 36-month period
beginning March 31, 2004.

     Cash Flows from  Operating  Activities.  During the first  quarter of 2004,
cash  provided from  operating  activities  was $4.5  million,  compared to $6.1
million of cash used in  operations  for the same period of 2003.  Cash provided
from operating activities in the first quarter of 2004 is primarily attributable
to the  increase in the  "Liability  to  Trivest,"  as discussed in the "Related
Party Transactions"  section of this Item 2. During the first quarter of 2004, a
lower amount of cash was required  for working  capital  purposes as compared to
the same period in 2003. Cash provided from accounts receivable during the first
quarter of 2004 was largely  attributable to the lower level of national account
sales, as well as the timing of national account shipments,  partially offset by
increased  specialty  retail accounts  receivable  driven by the higher level of
sales and the "early-buy" program,  which provides customers with extended terms
for placing  pre-season orders. The increase in cash used for interest is due to
the timing of payments  versus the prior year  quarter.  In the first quarter of
2003, the increase in accounts receivable was predominantly  driven by increased
volume in our  "early-buy"  program in the  specialty  retail  business  and the
timing of  shipments  to national  accounts  program.  The  increase in accounts
payable and the  decrease in accrued  expenses in the first  quarter of 2003 are
primarily due to the timing of payments, partially offset by a refund for income
taxes.

     Cash  Flows from  Investing  Activities.  During the first  quarter of 2004
investing activities  consisted of capital expenditures of $0.2 million.  During
the first  quarter of 2003,  we spent $0.4 million on capital  expenditures  and
sold  several  non-core  assets,  which  generated  proceeds  of  $0.9  million,
resulting in $0.5 million generated by investing activities. Capital spending in
the first quarters of 2004 and 2003 was primarily for replacement  machinery and
equipment.

     Cash  Flows from  Financing  Activities.  Net cash  provided  by  financing
activities  during the first  quarter of 2004 was $0.7  million  compared to net
cash  provided by  financing  activities  of $2.0 million for the same period of
2003.  During the first quarter of 2004, we made a scheduled term loan principal
payment of $3.5  million,  the funding of which was  provided by Trivest and had
net borrowings under the revolving line of credit of $1.6 million.  In addition,
in the first quarter of 2004, we paid $0.9 million of fees  associated  with the
new financing  arrangements.  During the first quarter of 2003 we made scheduled
term loan  principal  payments of $1.9  million and had net  borrowings  of $3.9
million  against  the  revolving  line of  credit,  resulting  in cash flow from
financing activities of $2.0 million.

     During the first quarter of 2004, the senior credit facility consisted of a
$165.0 million term loan of which $133.6  million was  outstanding on January 1,
2004.  During 2004,  principal  payments totaling $3.5 million were made against
the term loan leaving an outstanding balance on the loan of $130.1 million as of
March 26, 2004.  During 2004,  the senior  credit also  included a $50.0 million
revolving  credit  facility of which $42.5 million was borrowed and $6.7 million
was allocated to existing  letters of credit  outstanding at March 26, 2004. The
senior credit  facility was terminated on March 31, 2004 in connection  with our
entering into new financings, as discussed above.

     We believe that the structure of the new financings will provide additional
liquidity  to support  growth of the  businesses,  as well as provide  increased
flexibility resulting from having no expected financial covenants or senior debt
amortization  for the next three years.  Our short-term cash needs are primarily
for debt service and working capital requirements. We have historically financed
our short-term liquidity needs with cash flow generated from operations and from
borrowings under a revolving line of credit.

     Operating cash flows are closely  correlated to demand for our products.  A
decrease  in demand for our  products  would  impact the  availability  of these
internally  generated  funds.  We  anticipate  capital  needs  through 2004 will
consist  primarily of the  following:  (i) interest  payments due on outstanding
borrowings,  (ii)  increases  in  working  capital  driven by the  growth of our
business, and (iii) the financing of capital expenditures.

     Aggregate capital  expenditures are budgeted at approximately  $2.0 million
in 2004,  approximately  $0.2  million  of which was  expended  during the three
months ended March 26, 2004.

RELATED PARTY TRANSACTIONS

     In December  1994, we entered into a ten-year  agreement  (the  "Investment
Services   Agreement")  with  Trivest.   Pursuant  to  the  Investment  Services
Agreement,  Trivest provides corporate finance,  financial relations,  strategic
and capital planning and other management advice to us. The Investment  Services
Agreement,   as  amended  from  time  to  time,  provides  for  an  annual  base
compensation of $750,000,  which is to be adjusted annually for increases in the
Consumer  Price  Index.  For the  year  ended  December  31,  2003,  the  annual
compensation  was $770,000.  For the quarters ended March 26, 2004 and March 28,
2003, the amount expensed was $192,500, and $222,400, respectively.  Pursuant to
the Second Amendment to the Senior Credit Facility,  we will continue to expense
the  management  fee, but we are  restricted to paying only $350,000  during the
period of the Second Amendment. As of March 26, 2004, we had a liability of $0.5
million to Trivest as a result of this restriction on paying management fees.

     On March 31, 2004, in connection with our new financing  arrangements,  the
Investment  Services  Agreement  with Trivest was amended to (i) provide for the
payment of accrued,  unpaid  management  fees,  (ii)  provide for an  additional
incentive fee of $0.8 million for services  provided in connection  with the new
financing  arrangements,  (iii) reduce the annual base  compensation to $350,000
and  (iv)  provide  for a  component  of  compensation  that  is  based  on  our
performance  ("Performance  Compensation"),  as defined in the  amendment to the
Investment  Services  Agreement.  The Performance  Compensation is not to exceed
$400,000 in any year. The annual base  compensation will be adjusted annually to
reflect any increase from the prior year in the Consumer  Price Index,  with the
first such adjustment to occur as of January 1, 2005.

     As a condition to the extension of the forbearance  period under our former
senior credit facility, Trivest provided us with an advance for the financing of
the interest payment due in February 2004 to holders of the Senior  Subordinated
Notes ($6.9 million).  In addition,  on March 5, 2004, Trivest made a payment of
$3.5  million to our lenders  under the Amended  Facility on our behalf.  In the
second quarter of 2004,  we: (i) repaid Trivest for the $3.5 million  advance of
the interest  payment,  plus a guarantee fee and interest of $0.4 million,  (ii)
paid  management  fees accrued as of December 31, 2003, as referred to above, as
well as fees earned and accrued  through  March 31, 2004 ($0.5 million in total)
and  (iii)  paid a fee of $0.8  million  in  connection  with our new  financing
arrangements,  all out of the proceeds from the new  financing.  As of March 26,
2004,  the  amount due to Trivest  of $11.3  million is  reflected  as a current
liability in the accompanying unaudited consolidated balance sheet.

     See Notes 5 and 12 to the Consolidated  Financial Statements for additional
discussion.

FOREIGN EXCHANGE FLUCTUATIONS AND EFFECTS OF INFLATION

     We purchase some raw materials from several Italian suppliers. In addition,
we fund some  expenses  for our Juarez,  Mexico  manufacturing  facility.  These
transactions  expose us 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,  we will pay more in U.S.  dollars for these
transactions.  To  reduce  our  exposure  to loss from  such  potential  foreign
exchange fluctuations,  we will occasionally enter into foreign exchange forward
contracts.  These  contracts  allow  us 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.  During the quarter ended March 26, 2004 we
did not  enter  into  foreign  exchange  forward  contracts  and  there  were no
contracts  outstanding  at  March  26,  2004.  We do not  speculate  in  foreign
currency.

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

CRITICAL ACCOUNTING POLICIES

General

     Management's discussion and analysis of our financial condition and results
of operations are based upon our 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 us 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,  we evaluate our 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. We base our 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This filing contains certain forward-looking statements about our financial
condition,  results of operations and business within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities  Exchange Act of
1934.  You can find many of these  statements  by looking for words like "will,"
"should," "believes," "expects,"  "anticipates,"  "estimates," "intends," "may,"
"pro forma," or similar expressions used in this filing.  These  forward-looking
statements are subject to assumptions, risks and uncertainties,  which may cause
our results to be  materially  different  from the future  results  expressed or
implied in such  forward-looking  statements,  including  those  relating to the
following:

o        our level of leverage;

o        our ability to meet debt service obligations;

o        the subordination of the Senior  Subordinated  Notes to the Revolver
         and Senior Notes, which are secured by substantially all of our assets;
<PAGE>


o        the restrictions imposed upon us by our indenture and the Revolver and
         Senior Notes;

o        the competitive and cyclical nature of the furniture manufacturing
         industry; and

o        general domestic and global economic conditions.

     You are  cautioned  not to  place  undue  reliance  on any  forward-looking
statements, which speak only as of the date of this filing.

     We do not undertake any responsibility to release publicly any revisions to
these  forward-looking  statements to take into account events or  circumstances
that occur after the date of this filing. Additionally,  we do not undertake any
responsibility to provide updates on the occurrence of any unanticipated  events
which may cause actual results to differ from those  expressed or implied by the
forward-looking statements contained in this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  information  required  by this  item  is  contained  in  "Management's
Discussion and Analysis of Financial Condition and Results of Operations," under
the heading "Foreign Exchange Fluctuations and Effects of Inflation."

ITEM 4. CONTROLS AND PROCEDURES

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation of our management, including our Chief Executive Officer and Chief
Financial  Officer,   of  the  effectiveness  of  our  disclosure  controls  and
procedures as of the end of the period covered by this Quarterly  Report.  Based
upon that evaluation,  our Chief Executive  Officer and Chief Financial  Officer
concluded that our disclosure  controls and procedures  were effective as of the
end of  the  period  covered  by  this  Quarterly  Report  in  accumulating  and
communicating to our management, including our Chief Executive Officer and Chief
Financial Officer,  material  information required to be included in the reports
we file or submit under the  Securities  Exchange Act of 1934 as  appropriate to
allow timely decisions regarding required disclosure.

     Based on an evaluation, under the supervision and with the participation of
our  management,  including  our Chief  Executive  Officer  and Chief  Financial
Officer,  there  has been no  change  in our  internal  control  over  financial
reporting  during our last fiscal  quarter,  identified in connection  with that
evaluation,  that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.


                                     PART II


ITEM 2.  CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF
         EQUITY SECURITIES

     In March 2004,  the senior  subordinated  notes  indenture  was amended to,
among other  things,  increase  the level of  permitted  indebtedness  under the
senior  credit  facility  from an aggregate  amount not to exceed the greater of
$155 million, or the sum of $125 million, plus 60% of our inventory, plus 85% of
our accounts  receivable to an aggregate amount not to exceed $195.0 million, or
the sum of $125 million, plus 60% of our, plus 85% of our accounts receivable.

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

     On March 17, 2004,  we obtained  the consent from holders of  approximately
74%  of  our  outstanding   senior   subordinated  notes  to  amend  the  senior
subordinated indenture, as discussed in Item 2. of Part II.
<PAGE>


ITEM 5.  OTHER INFORMATION

         On January 30, 2004, we announced that John W. Frederick joined the
         Company as Executive Vice President and Chief Administrative Officer.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      10.1     Employment Agreement dated January 28, 2004 between the
                  Registrant and John W. Frederick.

         10.2     First Amendment to Loan and Security Agreement entered into by
                  and among Brown Jordan International, Inc., the subsidiary
                  guarantors and the Lenders and GMAC Commercial Finance LLC, as
                  Agent for the Lenders, dated as of May 10, 2004.

         31.1     Rule 13a-14(a) /15d-14(a) Certification of Principal
                  Executive Officer

         31.2     Rule 13a-14(a) /15d-14(a) Certification of Principal
                  Financial Officer

         32.1     Section 1350 Certification of Principal Executive Officer

         32.2     Section 1350 Certification of Principal Financial Officer

(a)      A Form 8-K was filed on January 16, 2004 announcing that the Company
         had entered into a forbearance agreement with its senior bank group
         with respect to the Company's compliance with certain covenants.

         A Form 8-K was filed on February 17, 2004 announcing that the Company
         had extended the previously announced forbearance agreement with its
         senior bank group with respect to the Company's compliance with certain
         covenants through March 16, 2004.

         A Form 8-K was filed on March 18, 2004 announcing that the Company had
         obtained the requisite consent of the holders of senior subordinated
         notes to amend the senior subordinated indenture, enabling the Company
         to pay to note holders the unpaid interest payment previously due
         February 17, 2004. The Company also announced that it had reached an
         agreement in principle with its senior bank group to obtain an
         extension of the existing forbearance agreement. Additionally, the
         Company announced that it had entered into a proposal letter agreement
         with a financial institution for a revolving line of credit and had
         received a commitment letter from an investment firm of recognized
         standing for a term loan.

         A Form 8-K was filed on April 8, 2004 announcing that the Company
         completed two financing transactions, which, in the aggregate, provide
         the Company with $225 million of new financing.


<PAGE>


SIGNATURE

     Pursuant to the requirements of the Senior  Subordinated  Indenture and the
Senior  Secured  Term Notes,  the  registrant  has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                          Brown Jordan International, Inc.



Date: June 1, 2004        By: /s/Bruce R. Albertson


                          Bruce R. Albertson
                          President and Chief Executive Officer




Date: June 1, 2004        By: /s/Vincent A. Tortorici


                          Vincent A. Tortorici
                          Chief Financial Officer




<PAGE>


                                 EXHIBIT 31.1

                                  CERTIFICATION


I, Bruce R. Albertson, certify that:

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

2.   Based on my knowledge, this 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
     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
     report;

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

      a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, 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 and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

      c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

      a) All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: June 1, 2004                By: /s/Bruce R. Albertson



                                  Bruce R. Albertson
                                  President and Chief Executive Officer


<PAGE>


                                  EXHIBIT 31.2

                                  CERTIFICATION


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

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

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

      a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, 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 and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

      c) Disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)  All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

      b) Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: June 1, 2004              By: /s/Vincent A. Tortorici




                                Vincent A. Tortorici
                                Chief Financial Officer


<PAGE>


                                  EXHIBIT 32.1

                            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  on Form  10-Q of Brown  Jordan
International, Inc. (the "Company") for the period ended March 26, 2004 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,
hereby  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     (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.

Date: June 1, 2004             By: /s/Bruce R. Albertson


                               Bruce R. Albertson
                               President and Chief Executive Officer




<PAGE>


                                  EXHIBIT 32.2

                            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  on Form  10-Q of Brown  Jordan
International, Inc. (the "Company") for the period ended March 26, 2004 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,  hereby
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

     (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.

Date: June 1, 2004            By: /s/Vincent A. Tortorici


                              Vincent A. Tortorici
                              Chief Financial Officer