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

                         FORM 10-Q

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


For the fiscal quarter ended March 29, 2002
                             --------------

                         OR

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

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

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

                     WINSLOEW FURNITURE, INC.

(Exact name of registrant as specified in its charter)


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


160 VILLAGE STREET, BIRMINGHAM,  ALABAMA          35242
- -----------------------------------------------------------
(Address of principal executive offices)        (Zip Code)

                      (205) 408-7600
                      --------------
(Registrant's telephone number, including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
    Yes  X  .  No
       ------  -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.


     Class               Shares Outstanding at May 6, 2002
- ---------------          -----------------------------------
$ .01 par value                     1,000




                            WINSLOEW FURNITURE, INC.

                                      INDEX


PART I.  FINANCIAL INFORMATION                                              Page
                                                                            ----

  Item 1.  Financial Statements
           Consolidated Balance Sheets                                         3
           Consolidated Statements of Operations                               4
           Consolidated Statements of Cash Flows                             5-6
           Notes to Consolidated Financial Statements                       7-12

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations                   13-18


PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings                                                  19

  Item 4.  Submission of Matters to a Vote of
           Security Holders                                                   19

  Item 6.  Exhibits and Reports on Form 8-K                                   19


Signatures                                                                    20









                       PART I.  FINANCIAL INFORMATION



ITEM 1.   Financial Statements

          WinsLoew Furniture, Inc. and SubsidiariesConsolidated Balance Sheets
                                    (Unaudited)



(In thousands)                         March 29,      December 31,
                                         2002            2001
                                       ---------     -----------
Assets
Cash and cash equivalents               $ 6,739        $  5,107
Accounts receivable, less
  allowances for doubtful accounts       97,025          86,534
Inventories                              30,005          28,111
Prepaid expenses and other
  current assets                         12,140          12,463
                                        -------        --------
          Total current assets          145,909         132,215

Property, plant and equipment, net       36,972          37,258
Goodwill, net                           343,160         343,027
Other assets                             14,733          15,518
                                        -------         -------
        Total Assets                   $540,774        $528,018
                                       ========        ========

Liabilities and Stockholder's Equity
Current portion of long-term debt      $  7,200        $  7,200
Accounts payable                         41,295          35,300
Accrued interest                          1,925           5,214
Other accrued liabilities                23,606          21,879
                                        -------         -------
          Total current liabilities      74,026          69,593

Long-term debt, net of current portion  292,002         287,878
Deferred income taxes                     2,576           2,182
                                        -------         -------
          Total liabilities             368,604         359,653
                                        -------         -------
Commitments and contingencies

Stockholder's Equity:
  Common stock; par value $.01
  per share, 1,000 shares
  authorized and issued at March
  29, 2002 and December 31, 2001.
  and December 31, 2000, respectively   $   --          $   --
 Additional paid-in capital             164,735         164,735
 Retained earnings                        8,297           5,084
 Accumulated other comprehensive
  loss                                     (862)         (1,454)
                                        -------         -------
          Total stockholder's equity    172,170         168,365
                                        -------         -------
 Total liabilities and stockholder's
  equity                               $540,774        $528,018
                                       =========       =========



                          See accompanying notes.











                     WinsLoew Furniture, Inc and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

(In thousands)
                                     For The Quarters Ended
                                     ----------------------
                                      March 29,   March 30,
                                        2002        2001
                                      ---------   ---------
Net sales                             $124,919    $39,718
Cost of sales                          97,194      24,717
                                      ---------   ---------
   Gross profit                        27,725      15,001
Selling, general
  and administrative
  expenses                             13,435      7,142
Amortization                           182         1,877
                                      --------    --------
   Operating income                    14,108      5,982

Interest expense                       8,172       7,267
                                      --------    --------
Income(loss) before
  income taxes                         5,936      (1,285)
Provision for
  income taxes                         2,722        (711)
                                      --------    --------
Net income(loss)                     $ 3,214      $ (574)
                                      ========    ========



                             See accompanying notes.









WinsLoew Furniture, Inc. and Subsidiaries
Consolidated Statements of Cash Flows(Unaudited)
(In thousands)

                                        For the Three Months Ended
                                        -------------------------
                                         March 29,      March 30,
                                            2002          2001
                                        ---------      ----------
Cash flows from operating activities:
Net income/(loss)                         $ 3,214        $  (574)
Adjustments to reconcile net
  income (loss) to net cash
   used in operating activities:
Depreciation and amortization               1,759          2,744
Provision for losses on accounts
  receivable                                 (149)          (661)
Provision for losses on inventory             443            ---
Changes in operating assets and
  liabilities, net of effects
  from acquisitions and dispositions:
  Accounts receivable                     (10,342)        (3,953)
  Inventories                               2,337)        (2,273)
  Prepaid expenses and other
    current assets                            324             69
  Other assets                                 68            (78)
  Accounts payable                          5,995            638
  Accrued interest                         (3,919)        (3,501)
  Other accrued liabilities                 3,341           (714)
                                           -------        --------
   Total adjustments                       (4,817)        (7,729)
   Net cash used in
     operating activities                  (1,603)        (8,303)
                                           -------        --------

Cash flows from investing activities:
  Capital expenditures, net of disposals     (766)          (120)
  Investment in subsidiaries                   --           (229)
                                           -------        -------
  Net cash used in investing activities      (766)          (349)
                                           --------       -------

Cash flows from financing activities:
  Net borrowings under
   revolving credit agreements              4,001          8,156
  Net borrowings for acquisitions             --             288
  Proceeds from issuance of
   common stock, net                          --              20
  Deferred financing costs                    --             (86)
                                          -------         -------
  Net cash provided by financing
  activities                                4,001          8,378
                                          -------         -------

Net increase(decrease)in cash and
     cash equivalents                       1,632          (274)












 WinsLoew Furniture, Inc. and Subsidiaries
 Consolidated Statements of Cash Flows(Unaudited)
 (In Thousands)

                                        For the Three Months Ended
                                        -------------------------
                                         March 29,       March 30,
                                           2002           2001
                                         ---------     ----------
Cash and cash equivalents at
  beginning of year                     $ 5,107        $    602
                                         ---------     ----------
Cash and cash equivalents at
  end of period                         $ 6,739        $    328
                                         =======        ========

                                        For the Three Months Ended
                                        -------------------------
                                         March 29,       March 31,
                                           2002           2001
                                        --------        ---------
Supplemental disclosures:
        Interest paid                   $ 8,640        $ 10,397
        Income taxes paid                   199             261
                                         ========       ========



Investing activities in the first quarter of 2001 included the acquisition of
The Woodsmiths Company:



Initial Investment                       $   --         $   287
Cash acquired                                --             (58)
                                          ========      ========
Initial Investment                       $   --             229




                                          See accompanying notes





                    WINSLOEW FURNITURE, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



1.      WLFI HOLDINGS

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

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

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

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


2.      Basis of Presentation

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

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

In the opinion of the Company, the accompanying unaudited consolidated financial
statements  contain all  adjustments  (which are of a normal  recurring  nature)
necessary for a fair  presentation of the results for the interim  periods.  The
results of operations are presented for the Company's  first  quarter,  which is
from January 1, 2002 through March 29, 2002.  The results of operations for this
period are not necessarily indicative of the results to be expected for the full
year.





3.      Inventories

Inventories consisted of the following:
(In thousands)
                         March 29,     December 31,
                            2002           2001
                         ----------    ------------
Raw materials            $22,019         $22,335
Work in process            3,183           2,824
Finished Goods             4,803           2,952
                         -------         -------
                         $30,005         $28,111
                         =======         =======



4.      Capital Stock

At December 31,  2001,  there were 1,000 shares  issued and  outstanding.  Since
December  31,  2001 and as of March 29,  2002,  the  Company  has not issued any
additional shares of stock or repurchased any outstanding shares.


5.      Acquisitions

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

In addition,  the stock purchase agreement provides for an additional contingent
deferred  payment of up to $1,000,000  based upon  Woodsmiths'  earnings  before
interest,  taxes,  depreciation,  amortization  and management fees. The maximum
contingent  payment amount of $1,000,000 was recorded at the time of purchase as
an addition to goodwill and an accrued  liability of the Company.  The amount of
any such contingent payment will be made directly to the former sole shareholder
and serves as a financial incentive.

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

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

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

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

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

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

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



                                        Three months ended
(In thousands)                      March 29,        March 30,
                                      2002             2001
                                     ------           ------

Net sales                          $124,919          $ 99,087
Income before taxes                   5,936               458
Net income                            3,214               509
                                   ========          ========



6.      Segment Information

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


(In thousands)                          Three Months Ended
                                      ----------------------
                                      March 29,      March 30,
                                        2002           2001
                                      ---------      --------
NET SALES:
Casual products                       $110,100        $19,974
Contract and Hospitality products       12,771         17,503
Ready to assemble products               2,048          2,241
                                       -------        -------
   Total net sales                    $124,919        $39,718
                                       =======        =======




(In thousands)                        March 29,       March 30,
                                        2002            2001
                                      --------       --------

SEGMENT GROSS PROFIT:
Casual products                      $ 23,505        $ 8,737
Contract and Hospitality products       3,882          5,918
Ready to assemble products                338            346
                                       -------        -------
   Total segment gross profit          27,725         15,001
Reconciling items:
Selling, general and
   administrative expenses             13,435          7,142
Amortization                              182          1,877
                                      -------        -------
   Operating income                    14,108          5,982
Interest expense                        8,172          7,267
                                      -------        -------
Income/(loss) before income taxes     $ 5,936       $ (1,285)
                                      ========       ========




(In thousands)                         March 29,       March 30,
                                         2002            2001
                                       --------        --------
SEGMENT ASSETS:
Casual products                        $286,641       $126,432
Contract and Hospitality products        47,372         51,581
Ready to assemble products                5,686          5,901
                                        -------        -------
   Total                                339,699        183,914
Reconciling items:
Corporate                               201,075        192,267
                                       --------       --------
Total consolidated assets              $540,774       $376,181
                                       ========       ========




7.      Accounting Pronouncements

In July 2001,  the FASB issued  Statement No. 141,  Business  Combinations,  and
Statement  No. 142,  Goodwill and Other  Intangible  Assets.  Statement  No. 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  initiated  after June 30,  2001,  as well as all  purchase  method
business combinations  completed after June 30, 2001. Statement No. 142 requires
that goodwill and intangible  assets with  indefinite  useful lives no longer be
amortized,  but instead  tested for  impairment at least  annually in accordance
with the  provisions  of the  statement.  The  Company is  required to adopt the
provisions of Statement 141 immediately  and Statement 142 effective  January 1,
2002.  Pursuant to the  provisions of Statement  142, the Company is required to
reassess the useful lives and residual values of all intangible  assets acquired
in purchase business  combinations,  and make any necessary  amortization period
adjustments by the end of the first interim period after adoption.  In addition,
to the extent an intangible  asset is identified as having an indefinite  useful
life,  the Company is required to test the  intangible  asset for  impairment in
accordance  with the  provisions of the statement.  Any impairment  loss will be
measured as of the date of adoption and recognized as the cumulative effect of a
change in accounting  principle in the first interim period. The Company has not
determined  the  impact  that  adoption  of  Statement  142  will  have  on  its
consolidated financial statements.



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


(In thousands)                            March 29,       March 30,
                                            2002           2001
                                          --------        --------
Net Income(loss):
  As reported                              $3,214         $ (574)
  Goodwill amortization (net of tax)          --           1,624
                                          --------        --------
  Pro forma net income                     $3,214         $1,068
                                          ========       =========


The Company  will  complete  the first step of the  two-step  test for  goodwill
impairment  by June 30,  2002.  If  impairment  is  indicated,  the Company will
complete  the second step and, if  necessary,  record any  impairment  loss as a
cumulative effect of an accounting change, effective as of January 1, 2002.




8.       DERIVATIVES

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

The Company enters into short term currency forward  contracts to hedge currency
exposures  associated with the purchase of certain raw materials and the funding
of  foreign  operations.  At March 29,  2002 the  change in fair  value of these
hedges was not material.

On August 6, 2001 the Company  entered into an interest  rate swap  agreement to
fix the interest  rate on $100 million  principal  amount of variable  rate debt
outstanding under the Senior Credit Facility. The interest rate swap is designed
to fix the adjusted  LIBOR  interest rate 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 29, 2002,  the fair value of the swap was recorded as a liability of
$1,437,000 with an offsetting entry to other comprehensive loss, net of taxes of
$575,000.  The portion of  ineffectiveness  of the hedge,  as  determined by the
change in variable  cash flows of the  interest  rate swap to the Senior  Credit
Facility, is not material.

From the period of January 1, 2002  through  March 29,  2002 the  3-month  LIBOR
interest rate  increased  approximately  13.9 basis points.  While the Company's
interest on LIBOR-based  borrowing  increased during this period, the fair value
of the interest rate swap increased  also.  Future  movements in interest rates,
particularly the 3-month LIBOR rate, will  correspondingly  impact the Company's
cash interest expense and the fair value of the swap.








9.       Statement Of Comprehensive Loss


The  components  of other  comprehensive  income(loss)  and total  comprehensive
income(loss) for the three months ended March 29, 2002 and March 30, 2001 are as
follows:


(In thousands)                            Three Months Ended
                                      March 29,        March 30,
                                         2002             2001
                                   ----------------------------------
Net income(loss)                        $3,214           $(574)
Change in fair value
of forward contracts                         -               -
Change in fair value
of interest rate swap,
net of taxes                               592               -
                                   ----------------------------------
Comprehensive income(loss)              $3,806           $(574)
                                   ==================================









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

Prior to the  acquisition  of Brown Jordan  International  ("BJI"),  the Company
completed a  restructuring  transaction  involving two new legal  entities,  the
final result of which,  was the formation of a new holding  company  called WLFI
Holdings,   Inc.("Holdings").   Holdings,  a  Florida  corporation,  became  the
Company's parent company.

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

As a result of this  transaction,  we became the wholly-owned  subsidiary of the
new holding  company,  Holdings,  and the Company's shares of common stock which
were outstanding  immediately  prior to the merger were converted into shares of
common stock of the new holding company. In addition,  each warrant or option to
purchase  shares of the Company's  common stock was converted  into a warrant or
option to purchase common stock of the holding company. Finally, by operation of
the merger the separate corporate existence of WLFI Merger ended.



General

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


Business

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

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

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

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


Results of Operations

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


                               Three Months Ended
                   ------------------------------------------------
                         March 29, 2002            March 30, 2001
                   ------------------------ -----------------------
                    Net    Gross   Gross     Net     Gross  Gross
                    Sales   Profit  Margin   Sales   Profit  Margin
                   -------  ------- ------  -------  ------  ------
Casual furniture  $110,100  $23,505  21.3%  $19,974 $ 8,737  43.7%
Contract/Hosp.      12,771    3,882  30.4%   17,503   5,918  33.8%
RTA                  2,048      338  16.5%    2,241     346  15.4%
                   -------  -------         -------  ------
Total             $124,919  $27,725  22.2%  $39,718 $15,001  37.8%
                   =======  =======         ======= =======






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

                                     Three Months Ended
                                     ------------------
                                    March 29,    March 30,
                                      2002         2001
                                     --------    --------
Gross margin                          22.2%        37.8%
Selling, general and
   administrative expense             10.8%        18.0%
Amortization                           0.1%         4.7%
Operating income                      11.3%        15.1%
Interest expense, net                  6.5%        18.3%
Income before income taxes             4.8%       (3.2)%
Net income                             2.6%       (1.4)%




Comparison of Three Months Ended March 29, 2002 and March 30, 2001


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


Net Sales

WinsLoew's  actual  consolidated  net sales for the first quarter  2001,  $124.9
million  increased  $85.2  million  or 214.6%  from  $39.7  million in the first
quarter of 2001. WinsLoew's consolidated net sales for the first quarter of 2002
increased  $25.8  million  or 26.0%  compared  to pro  forma  net sales of $99.1
million in the first  quarter of 2001.  Casual pro forma net sales for the first
quarter of 2002  increased  by 39.9% from the same period in 2001 as a result of
the release of mass market orders being  delayed in the 2002 season  relative to
the same period last season.  This increase has been slightly offset by slowness
in the residential market resulting from a slow economic recovery.  The contract
and hospitality product line experienced a pro forma net sales decrease of 29.7%
resulting  from the  continued  slowdown in new  construction  and  refurbishing
projects in the hospitality market. This market has been particularly negatively
impacted by the  slowdown in travel.  The RTA product line  experienced  a sales
decrease  of 8.6% due to lost floor space with a major mass  merchandiser  and a
significant customer exiting the catalog market.


Gross Margin

Actual  gross margin in the first  quarter of 2002  increased  $12.7  million or
84.6% to $27.7  million  compared to $15.0 million in the first quarter of 2001.
Actual gross margin percentage decreased from 37.8% in the first quarter of 2001
to 22.2% in the first  quarter of 2002.  This  decline  results  primarily  from
product mix in the casual segment,  where volume was heavily weighted toward the
lower margin mass merchandise market, during the first quarter of 2002. On a pro
forma  basis,  consolidated  gross  margin  increased  $1.4 million in the first
quarter of 2002 or 1.9%  compared to $26.4 million in the first quarter of 2001.
Consolidated  gross  margin as a percent  of net  sales  decreased  in the first
quarter of 2002 to 22.2%  compared  to pro forma  gross  margin of 26.6% for the
same period in 2001.  Specifically,  volume increases in the casual product line
in the first quarter of 2002 were in the mass  merchandise  market which carries
lower gross margins than the  residential  casual market.  While pro forma gross
margins in the casual  market  increased by $3.6 million in the first quarter of
2002, the pro forma margin percent  decreased from 25.3% in the first quarter of
2001 to 21.3% in the  corresponding  period of 2002,  reflecting  this  shift in
product mix.

The gross  margin for contract  and  hospitality  declined to 30.4% in the first
quarter of 2002,  compared to 33.8% in the first quarter of 2001. The decline is
primarily  volume related.  Gross margins in the RTA product line increased from
15.4% in the first  quarter of 2001 to 16.5%  during  the first  quarter of 2002
reflecting a favorable sales mix and cost reduction measures.


Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $6.3 million in the first
quarter of 2002,  compared to the first quarter of 2001. This increase  reflects
the impact of  acquisitions  in 2001. On a pro forma basis,  expenses  increased
$0.2 million or 0.2% over the first quarter of 2001.


Amortization

Amortization  expense  decreased by $1.7  million in the first  quarter of 2002,
compared to the first quarter of 2001.  This  decrease  results from the Company
adopting the provisions of Statement of Financial  Accounting Standards No. 142,
Goodwill  and  Other  Intangible  Assets.  (See  Note  7) As a  result  of  this
pronouncement, Goodwill has not been amortized during the first quarter of 2002.
Other  definite  lived  intangible  assets such as  non-compete  agreements  and
patents and trademarks continue to be amortized.


Operating Income

As a result of the above,  operating income increased by $8.1 million,  to $14.1
million  (11.3% of net  sales) in the first  quarter of 2002,  compared  to $6.0
million (15.1% of net sales) in the first quarter of 2001.


Interest Expense

Interest  expense  increased  by $0.9  million  in the  first  quarter  of 2002,
compared to the first quarter of 2001.  The increase is the result of additional
debt assumed in support of acquisitions which has been partially offset by lower
borrowing interest rates.

Provision for Income Taxes

The  Company's  effective  tax  rate for the  first  quarter  of 2002 was  45.9%
compared to 55.3% for the first  quarter of 2001.  The decrease in effective tax
rates is due to the  Company's  adoption of Statement  of  Financial  Accounting
Standards  No. 142,  Goodwill  and Other  Intangible  Assets.  (See Note 7) As a
result of this  pronouncement,  goodwill has not been amortized during the first
quarter of 2002.  The effective  tax rate is greater than the federal  statutory
rate in the first  quarter of 2002,  due primarily to the effect of state income
taxes.  The effective tax rate for the first quarter of 2001 is greater than the
federal  statutory  rate  primarily  due to the effect of state income taxes and
non-deductible goodwill amortization.


Seasonality and Quarterly Information

Sales of retail casual  products are typically  higher in the second  quarter of
each year as a result of high retail demand for casual  furniture  preceding the
summer months.  Mass  merchandise  casual  products are typically  higher in the
fourth and first quarters as mass merchants warehouse product in preparation for
the spring season.  Weather conditions during the peak retail selling season and
the resulting  impact on consumer  purchases of outdoor  furniture  products can
also affect sales of our casual products. The furniture industry is cyclical and
sensitive  to changes  in  general  economic  conditions,  consumer  confidence,
discretionary income, and interest rate levels and credit availability.

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


Liquidity and Capital Resources

The Company's  short-term  cash needs are primarily for debt service and working
capital,  including accounts receivable and inventory requirements.  The Company
has  historically  financed  its  short-term  liquidity  needs  with  internally
generated funds and revolving line of credit  borrowings.  The Company  actively
monitors its cash  balances  and applies  available  funds to reduce  borrowings
under its long-term revolving line of credit. At March 29, 2002, the Company had
$71.9 million of working capital and $21.7 million of unused and available funds
under its revolving credit facility.

We have significant amounts of debt requiring interest and principal repayments.
The notes require  semi-annual  interest  payments,  which commenced in February
2000 and will  mature in August  2007.  Borrowings  under the new senior  credit
facility require quarterly interest payments, which commenced in June 2001.

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

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

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

Cash Flows from Operating Activities. Cash used in operating activities was $1.6
million  and  $8.3  million  for  the  first  three  months  of  2002  and  2001
respectively. The decrease in cash used results primarily from: increases in net
income,  the use of trade payables  credit and other accrued  liabilities  being
partially offset by increases in accounts receivable.

Cash Flows from Investing Activities. Cash used in investing activities was $0.8
million  and  $0.3  million  for  the  first  three  months  of  2002  and  2001
respectively.   The  increase   results   primarily  from   additional   capital
expenditures in the first quarter of 2002 compared to the same period in 2001.

Cash Flows From Financing Activities.  Net cash provided by financing activities
during the first  three  months of 2001 was $4.0  million  compared  to net cash
provided in  financing  activities  of $8.4 million in the first three months of
2001.  The decrease in cash provided  through  financing in the first quarter of
2002 reflects  lower  borrowing  against the Company's  working  capital line of
credit.




Foreign Exchange Forward Contracts

WinsLoew  purchases  some raw  materials  from  several  Italian  suppliers.  In
addition,  the Company funds some expenses for its Juarez,  Mexico manufacturing
facility.  These transactions  expose the Company to the effects of fluctuations
in the value of the U.S.  dollar  versus the Euro and Mexican  Peso. If the U.S.
dollar declines in value versus these foreign  currencies,  the Company will pay
more in U.S. dollars for these transactions. To reduce its exposure to loss from
such potential  foreign  exchange  fluctuations,  the Company will  occasionally
enter into foreign exchange forward contracts. These contracts allow the Company
to buy Euros and  Mexican  Pesos at a  predetermined  exchange  rate and thereby
transfer the risk of  subsequent  exchange rate  fluctuations  to a third party.
Consequently,  the  Company  elected  to  hedge a  portion  of its  exposure  to
purchases made in 2002 by entering into foreign currency  forward  contracts for
the Euro,  with a value of $1.5 million,  of which $1.2 million was  outstanding
and unsettled at March 29, 2002. Further,  the Company entered into Mexican Peso
forward  contracts  during  the  quarter.  Currently  the  Company  has  forward
contracts on the Mexican Peso extending through December 2002, with $3.8 million
outstanding  and  unsettled  at  March  29,  2002.  The  Company  did not  incur
significant  gains or losses during 2002 as a result of these  foreign  currency
transactions.  The Company's  hedging  activities relate solely to its component
purchases  in Italy and  operations  funding in  Mexico.  The  Company  does not
speculate in foreign currency.


Inflation  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.










                           PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

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




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

(a)     None





Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits



27      Financial Data Schedule


        (1) Filed herewith

(b)     Reports on Form 8-K

        None









                                   SIGNATURES

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



                                WINSLOEW FURNITURE,INC


                                By:/s/ Bruce Albertson
   May 7, 2002                         ------------------------
                                       Bruce Albertson
                                       President and Chief Executive Officer


   May 7, 2002                  By:/s/ Vincent A.Tortorici, Jr.
                                       ------------------------
                                       Vincent A. Tortorici, Jr.
                                       Chief Financial Officer