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United States Securities and Exchange Commission

Washington, D.C. 20549

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**Form 10-K**

(Mark One)

**[ x ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE**

**SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended March 31, 2001

**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 0-23898



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**MITY ENTERPRISES, INC.**

(Exact name of registrant as specified in its charter)

|**Utah**(State or other jurisdiction ofincorporation or organization) |  | **87-0448892**(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------- |  | -------------------------------------------------



**1301 West 400 North**

**Orem, Utah 84057**

(Address of principal executive offices, zip code)

**Registrant's telephone number, including area code:  (801) 224-0589**

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

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

**Title of class**

**Common Stock, par value $.01**

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes x
No

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

The aggregate market value of the registrant's voting Common Stock held by non-affiliates of the
registrant was approximately $21,293,000 (computed using the closing price of $8.15 per share of
Common Stock on June 6, 2001 as reported by Nasdaq).  Shares of Common Stock held by each
officer and director (and their affiliates) and each person who owns 5 percent or more of the
outstanding Common Stock have been excluded in that such persons may be deemed affiliates for
purposes of this calculation.  The determination of affiliate status is not necessarily a conclusive
determination for other purposes.

There were 5,108,838 shares of the registrant's Common Stock, par value $.01 per share,
outstanding on June 6, 2001.

Portions of the registrant's definitive Proxy Statement for the Annual Meeting of Shareholders
scheduled to be held on August 7, 2001, which Proxy Statement will be filed no later than 120
days after the close of the registrant's fiscal year ended March 31, 2001, are incorporated by
reference in Part III of this Annual Report on Form 10-K.



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**PART I**

**Item 1.  Business**

**Background**



MITY Enterprises, Inc. ("MITY Enterprises" or the "Company"and formerly known as Mity-Lite,
Inc.) designs, manufactures and markets innovative institutional furniture created to meet the
efficiency needs of its customers.  The Company focuses on providing premium quality furniture
products to niche markets.  The Company's product lines include multipurpose room furniture,
specialty office seating and systems and health care seating.  MITY Enterprises sells its line of
multipurpose room furniture both domestically and internationally in educational, recreational,
hotel and hospitality, government, office, health care, church and other public assembly markets.
The Company sells its specialty office seating and systems products domestically and
internationally in the call center, high density office use, corporate and dispatch markets.  MITY
Enterprises sells its health care seating mainly in Canada and the U.S. in the long term healthcare
market.





**Institutional Furniture Products**



*Multipurpose Room Furniture.*  The Company's multipurpose room furniture is marketed under
the Mity-Lite trade name and consists of lightweight, durable, folding leg tables, stacking chairs,
folding chairs, lecterns and other related products used in multipurpose rooms.  The Company has
developed and currently manufactures and markets more than 50 different plastic table sizes
which come in three standard and a variety of custom colors.  These tables are made with several
different folding leg and custom color options.  The Company has successfully applied
engineering grade plastics and sophisticated manufacturing and assembly methods to the
production of tables that weigh less and are more durable than competing particle board or
plywood table products of similar size.  The Company's plastic tables are manufactured using
abrasion, stain and water resistant materials.  The Company's cornered tables are constructed
using the Company's proprietary high-impact corners which can withstand a two-foot drop
without sustaining debilitating damage.  All of the Company's plastic tables include reinforced
edging.  Cornered tables are equipped with non-skid pads which facilitate stacking and storage.
Management believes the Company's plastic table products appeal to its customers because they
are durable, lightweight, easy to handle and attractive.



The Company currently offers three lines of stacking chairs and a line of folding chairs:
MityTuff®, MityStack, MityHost, and SwiftSet.  The MityHost chair line is
manufactured in-house while the Company's other stacking chair lines are purchased from
suppliers and marketed under the Mity-Lite name.  The SwiftSet is manufactured in-house and
has a plastic seat and back designed to be more comfortable, durable and lightweight than other
folding chairs.



In the fall of 2000, the Company introduced a new line of lightweight, durable lecterns under the
trade name of Summit Lectern.  The lecterns are made of high quality polyethylene and can
withstand abusive environments.   They are offered in a variety of colors, with custom inserts that
allow customers to match decor.



In addition to lightweight, durable tables, chairs, and lecterns, the Company manufactures and/or
markets accessory products including table and chair carts, tablecloths, skirting and skirt clips.

1

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*Specialty Office Seating and Office Systems.*On April 9, 1999, the Company, through its wholly
owned subsidiary, C Core, Inc. acquired certain assets and obligations of The CenterCore Group,
Inc. ("CenterCore"), a privately-owned designer, manufacturer and marketer of pod style and
panel systems furniture marketed to call centers and other high density office use environments.



The Company's office products include a line of cluster furniture, designed to improve
productivity and save space in offices and call center environments.  CenterCore was the
originator of the "cluster concept" office furniture designed for high-density institutional
environments, call centers, as well as the federal government.  Within the CenterCore product line
are two product families.  The circular Spacemaker2000 system pioneered by CenterCore
provides a simple, cost-conscious solution to meet the needs of call center operations.  The
Tec2000 system provides an array of different applications for support staff, supervisors and
managers, receptionists and team conferences.  It is available in a wide variety of shapes and sizes.
Tec2000 combines privacy panels, free standing modules and storage options.  Tec2000 can
also integrate with Spacemaker2000 furniture for high density work environments.   The
Company's CenterCore product line is manufactured in Marked Tree, Arkansas.



Also included in specialty office seating and office systems is MITY Enterprises' wholly owned
subsidiary, DO Group, Inc. ("DO Group"), headquartered in Elkhart, Indiana.  MITY Enterprises
acquired its initial 49.9 percent equity interest in DO Group, Inc. in March 1997 and acquired the
remainder of DO Group on April 1, 2000.  DO Group markets its products under the Domore,
DO3 Systems, Domore Dispatch Seating, JG Auditorium Seating, and Corel Corporate
Seating trade names.  DO Group operates manufacturing facilities in Elkhart, Indiana and
Marked Tree, Arkansas.



The DO Group's products consist of dispatch seating, big and tall seating, auditorium seating,
open plan systems panel furniture, computer free standing furniture, task seating, secretarial
seating, panel clusters and other related products.



DO Group's seating products are marketed under the Domore, JG and Corel trade names
and consist of ergonomic office task, executive, intensive use, big and tall, fixed and auditorium
seating lines.  Management believes that Domore is a market leader in intensive use seating,
i.e., seating that is used three shifts per day, seven days per week.  Domore seating includes a
unique proprietary control, spring cushion seat and lumbar support as well as many other
ergonomic features.  Domore offers a full line of electrostatic discharge intensive use seating
for the electronic dispatch environments.



Domore offers a complete line of big and tall seating for office and 24-hour use.  DO Group
believes that it provides the only office seating tested to 800 pounds capacity in today's market.
Through its JG Auditorium Seating line, DO Group offers a range of four lines of auditorium and
classroom seating.  The seating is ideal for theater, auditorium, court room and classroom
applications.  The JG name is known for its high quality, premium priced seating.  Through its
Corel product line, DO Group offers a wide range of value priced ergonomic task, intensive use,
stacking and side chairs.  Corel products are designed for industrial environments.



DO Group's systems products include office panels, movable full height walls, work surfaces,
pedestals, storage units, tables and other accessory items used in office cubicles.  DO Group
offers two styles of panel systems.  The DO3 post to panel system facilitates ease of assembly
and takedown.  Panels are available in a variety of fabric, laminate or painted surfaces.  Domore
Series System Seven panels are a value-oriented panel to panel system and connect using
interlocking hinges.  These panels are available in a variety of fabric and laminate surfaces.  Both
the DO3 and Domore panel systems offer the latest electrical and voice/data transmission
capabilities, including access to CAT5 wiring at the beltline level.





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*Healthcare Seating.*Through its wholly owned subsidiary, Broda Enterprises, Inc., the Company
designs, manufactures and markets healthcare seating and accessories used in long term healthcare
facilities located primarily in the United States and Canada.  Broda has developed and
manufactures nine different healthcare chair lines.  Most chair models come in two standard sizes
and six standard colors.  The Company also custom manufactures other sizes and colors of its
standard healthcare seating products.



Broda's high end seating products offer a combination of features which differentiate them from
the competition.  Broda chairs have been tested for interface pressures and stability which,
combined with their rigid and durable design, make Broda chairs suitable seating for long term
care residents including those with Huntington's Chorea Disease, Alzheimer's or Acquired Brain
Injury.  In addition, nursing home residents susceptible to skin breakdown, suffering from loss of
upper body strength, or with other conditions which might otherwise restrict them to bed or place
them at risk of self injury or falls, can be safely and comfortably seated in a Broda chair.





**Market Overview**



Based upon management's analysis of companies known to sell multipurpose room furniture and
based upon management's experience and contacts in its industry, management estimates that the
domestic market for multipurpose room furniture exceeds $1.5 billion annually.  It is estimated
that folding tables alone make up more than $400 million of this domestic market.  Chairs and
other related seating products are estimated to account for approximately $1 billion of the
domestic multipurpose room furniture market.  Other products such as staging, risers, partitions,
lecterns, and flooring account for the balance of the estimated domestic market.



In the office seating and systems market, the Company has positioned itself as a niche supplier of
specialty office seating and office system products.  Based upon independent research from
professional organizations like the Business and Institutional Furniture Manufacturers
Association, management believes the office system market is approaching $4.5 billion.
Management believes that office seating is a $3.1 billion market.



In the healthcare seating market, management estimates that in the United States and Canada
there are more than 28,000 nursing homes with over 1.8 million beds.  Nursing homes and
individuals residing in nursing homes represent the typical Broda customer.  In addition, Broda's
market can include chronic care, psychiatric care or long term care facilities.  Management
estimates that the total North American market for its current products is $60 million.





**Sales and Marketing**



*Multipurpose Room Furniture.*  The Company primarily markets its multipurpose room products
directly to end users in the educational, recreational, hotel and hospitality, governmental, office
products, healthcare, public assembly and church markets.  This strategy enables the Company to
manage selling costs more effectively and maintain direct contact with its customers.  The
Company currently employs 58 full-time in-house sales and customer service employees.  The
Company's sales and customer service personnel are compensated on a commission basis and may
qualify for other incentive bonuses based on individual, sales team and Company performance.
Each sales and customer service employee receives training in product attributes, customer
service, use of the Company's computerized sales management system and in all aspects of the
sales cycle.





3

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The Company typically markets its products by first identifying customers through internal market
research, referrals, trade shows, customer networking and test marketing.  Once a market has
been identified, the Company's sales and marketing staff will attempt to generate leads for
prospective purchasers in such markets by attending trade shows, through mass mailings and
other lead oriented advertising.  The Company uses a proprietary, computer based sales
management system to qualify, track and manage sales leads for prospective and existing
customers and to compile customer feedback.  While each sales and customer service employee
maintains some in-person contact with such employee's assigned customers, most of the
Company's sales efforts are pursued using the telephone, fax machine, e-mail, internet, videotapes
and overnight mail services.  The Company also uses a reference list of customers in each
geographical sales territory in order to promote sales of its products.  The Company has a
sampling program and provides prospective purchasers with product samples for 30-day trial
periods.  The Company does not extensively advertise its products in trade publications.



The Company's plastic table and lectern products are sold with a twelve-year pro-rata warranty
covering materials and workmanship.  The MityTuff® is sold with a seven-year warranty covering
materials and workmanship.  The MityStack and SwiftSet are sold with a ten-year warranty
covering materials and workmanship.  The MityHost is sold with a ten-year warranty covering
the structural integrity of the metal frame and a one-year warranty covering the upholstery.  The
Summit Lectern is sold with a twelve-year warranty covering materials and workmanship.



*Specialty Office Seating and Office Systems.*  The Company's specialty office seating and office
systems are marketed directly through an in-house sales force consisting of in-house sales
representatives, field sales representatives and telesales personnel, and indirectly through General
Services Administration (GSA) dealers, independent office product dealers, independent
representatives, and specialty dealers.  In-house sales personnel are compensated by a
combination of salary and commission.  The Company also sells products directly and indirectly to
state governments and to the United States government through a GSA contract.  Sales to state
and federal government agencies are on fixed terms and are not subject to price renegotiation.
The Company currently employs five field sales representatives, eleven telesales personnel, and
various independent representatives and dealers.  The Company promotes its specialty office
seating and office systems products through print advertising, trade shows, mass mailings, internet
sites and telephone solicitations targeted to specific niche markets.  All DO Group and
CenterCore products carry a five-year warranty covering materials and workmanship.  One
customer represented 24 percent of this segment's net sales in fiscal 2001.  The loss of this
customer would likely have a material adverse effect on this segment.



*Healthcare Seating.*  The Company markets its healthcare seating products to end users and care
givers in healthcare markets through its own sales representatives and independent manufacturer's
representatives, distributors and retailers of durable medical equipment.  The Company currently
employs 14 full-time sales and customer service employees and 31 independent manufacturing
representatives and distributors.  The Company's internal sales and customer service employees
are compensated with a base salary and may qualify for commission, incentive or bonus pay.  The
Company promotes its products through print advertising, trade shows, mass mailings and
telephone solicitations targeted to healthcare professionals.  The Company has a sampling
program and provides prospective purchasers with product samples for 14-day trial periods.  All
of Broda's chairs carry a limited three-year warranty on the steel frame and a limited one year
warranty on the other components for defects and failure in normal use.





4

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**International Sales**



Since its inception in 1987, the Company has focused its marketing efforts primarily on domestic
markets.  The Company has, however, sold its products in Canada, South America, Europe, Asia,
Middle East and Australia.  For the fiscal years ended March 31, 1999, 2000, and 2001, the
Company's international sales accounted for 11.0 percent, 11.3 percent and 13.2 percent of the
Company's total net sales, respectively.  The Company has been successful in establishing
distributor relationships in Canada, Mexico, Brazil, Venezuela, Peru, Argentina, Colombia,
Dominican Republic, Spain, England, France, Jordan, United Arab Emirates, Hong Kong, China,
Korea, Taiwan, Singapore and Malaysia.  Approximately 48 percent of healthcare seating sales
are in Canada with all but three percent of the remaining sales in the United States.





**Manufacturing and Materials**



*Multipurpose Room Furniture*.  The Company's manufacturing process for its plastic table
products consists principally of bonding a thermoformed ABS plastic shell to a wood core frame.
Metal legs, which are manufactured and painted in-house, and edge trim are then attached to the
table to complete the process.  Since its inception, the Company has implemented a number of
changes to its manufacturing process and product design which have resulted in increased
production volumes, improved production quality and increased on-time shipping performance.
The Company has designed and manufactured certain proprietary equipment used in its
manufacturing process.  The Company believes that its manufacturing innovations give it a
competitive advantage, allowing the Company to reduce production costs and increase
productivity.  The Company's typical order to delivery lead time is between three and five weeks.



The Company's manufacturing process for its multipurpose chair products consists principally of
the manufacturing and painting of legs and frames, upholstering seat and back cushions for the
MityHost chair, injection molding the seat and back for the SwiftSet chair, and final assembly
of the components.  The MityTuff® and MityStack chairs are distributed by the Company
under original equipment manufacturer (OEM) arrangements with the chair manufacturers.  The
MityHost stacking chair and SwiftSet folding chair are manufactured in-house at the
Company's facility in Orem, Utah.



The Company's manufacturing process for its lectern products consists primarily of assembling
electronic components, attaching the laminated insert, and final assembly of the components.



*Specialty Office Seating and Office Systems.*  The Company's manufacturing process for office
systems products consists primarily of painting and assembling panels, storage bins, and pedestals
and manufacturing laminated work surfaces and center cores.  The primary raw materials consist
of formed metal, particle board, laminate and fabric.  The manufacturing process is driven by an
in-house CAD drawing system that indicates the components required.



The Company's manufacturing process for office seating products consists primarily of
assembling component parts and upholstery.  The primary raw materials consist of formed metal,
particle board, castors, controls, gas springs, foam and fabric.   The Company uses a proprietary
intensive use seating control that gives the Company a competitive advantage.





5

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*Healthcare Seating.*  The Company's manufacturing process for its healthcare seating products
includes such metal fabricating processes as welding, bending, punching, drilling and polishing.
The Company also performs cut and sew operations to produce its chair cushions and accessories.
Metal components are typically chrome plated, zinc plated or painted for corrosion protection by
outside suppliers.  Components purchased for assembly into chairs includes casters, gas springs,
cables and plastic parts.



Raw materials used in all of the Company's products such as plastic, wood, metal and fabric are
generally available from a number of suppliers.  The plastic used in the Company's multipurpose
room products and tubing used in the metal legs are manufactured according to the Company's
specifications.  The multipurpose room operations operate without a substantial raw materials
inventory by depending on certain key suppliers to provide raw materials on a "just-in-time" basis.
Component parts are provided by a number of suppliers to the Company's specifications.  The
Company's specialty seating operations utilize a proprietary seating control.  The Company's
other raw materials such as wood, formed metal, laminate, fabric and certain welding compounds
are commodity items.  The Company believes that most of its raw materials are available from
alternative suppliers.  However, any significant interruption in delivery of such items could have a
material adverse effect on the Company's operations.





**Competition**



The markets in which the Company participates are highly competitive.  The institutional furniture
industry consists of a fragmented group of large manufacturers and a host of smaller
manufacturers.  The healthcare chair industry also includes a fragmented group of major medical
device manufacturers and many small manufacturers.



*Multipurpose room furniture.*  Management believes that customers purchase the Company's
plastic tables primarily because of product performance, reputation, on-time delivery, warranty
service and perceived value.  The Company markets its table products based primarily on product
performance (lightweight and durable) and reputation, not price.  The Company's average table
price is generally higher than the average price of competing particle board, plywood or metal
table products of its competitors.  The Company believes that it has a respected reputation for
product quality, convenience and customer service and that for these reasons, end users often
choose its table products over competitors' lower cost table products. Because only certain
elements of the Company's table design are patented, the Company's tables may be reverse
engineered and duplicated by competitors who are able to develop the manufacturing equipment
and processes to do so.  In the past few years, several competitors have introduced plastic tables
with many similar characteristics to the Company's products.  These introductions have increased
price and profit margin pressures on the Company's products.  To date, these competing products
have not had a materially adverse effect on the Company. However, further improvements in
these products or introductions of new competing products by lower cost producers would put
additional price and profit margin pressure on the Company which could have a material effect on
the Company's results of operations.  Among the Company's primary competitors in the table
market are Palmer-Snyder, Inc., McCourt Manufacturing, Inc., Midwest Folding Products,
Krueger International, Inc., Falcon Products, Inc., SICO and Virco Manufacturing Corporation
which market a thermoformed plastic table; Southern Aluminum, Inc., which produces an
aluminum table; Lifetime Products which markets a blow molded plastic table, Krueger
International, Inc., U.S. Industries (Samsonite), Bevis Custom Furniture, Inc., Globe Business
Furniture and Virco Manufacturing Corporation, Inc. which produce particle board tables; and
Falcon Products, Inc., Midwest Folding Products, and Palmer-Snyder, Inc., which produce
plywood tables.





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Management believes that customers purchase the Company's multipurpose room chair products
primarily because of product performance, reputation, warranty service and convenience.  The
market for institutional chairs is highly competitive and very fragmented.  The Company believes
that its new folding chair line has technological and performance advantages over its competitors.
Although the Company's other chair lines do not offer the same  advances as the Company's table
and folding chair products, the Company believes they do have distinct selling features.  Among
the Company's primary competitors in the multipurpose chair market are Steelcase Inc., Falcon
Products, Inc., Virco Manufacturing Corporation, Artco-Bell Corporation, Globe Business
Furniture, Shelby Williams Industries, Inc., MTS Seating, Krueger International, Inc., U.S.
Industries (Samsonite), Clarin, a division of Greenwich Industries, and Meco Corporation.



*Specialty office seating and office systems.*  The specialty office seating and office systems
furniture market is part of the much larger office furniture market.  There are a number of major
manufacturers and a host of smaller manufacturers in this market place.  The Company generally
markets its specialty office systems products on the basis of product performance (more
employees in comparable space than competitors, more easily reconfigurable), options and
reputation, not price.  Among the Company's primary competitors in this market are Teknion
Corporation, Interior Concepts, Hamilton Sorter Company, Inc., Steelcase Inc., Haworth
Furniture Inc., Herman Miller, Inc., Knoll, Inc., Kimball International, Inc., Neutral Posture
Ergonomics, Inc., HON Industries, Inc., US Prison Industries, and BodyBilt, Inc.



*Healthcare seating.*Management believes that customers purchase the Company's healthcare
seating products primarily because of product performance, reputation and service, not price.
The Company's average healthcare chair price is generally higher than the average price of
competing chairs.  The Company's chairs generally offer significantly more performance in terms
of function and durability and for these reasons are chosen over lower cost competitors' products.
Among the Company's primary competitors in the healthcare seating market are Invacare Corp.,
L.P.A. Medical Inc., Graham-Field Inc., Maple Leaf Wheelchair Manufacturing Inc., Sunrise
Medical Inc., Hillenbrand Industries Inc., Winco Inc., Dolomite and Homecrest Industries
Incorporated.





**Intellectual Property**



The Company has been granted two utility patents relating to the construction of its table tops.  A
design patent and four utility patents have been granted and two utility patents are pending on the
SwiftSet chair.   The Company claims common law trademark rights in the trademarks
MityHost, SwiftSet, Xpeditor, Xtreme Edge, Summit Lectern, and MitySnap.  The
Company has a registered trademarks on MityTuff®, MityStack® and the name Mity-Lite®.
Except for the SwiftSet, the Company does not own patent rights on any of its multipurpose
room chair products.  The Company has chosen not to apply for international patent protection
for the two table concepts.  The Company does not believe this will have a material adverse effect
on the Company.



Utility patents have also been granted in the United States covering the Company's laterally-adjustable armrest  and intensive use chair.  Patents are pending for an adjustable
chair mechanism
and wall panel system.  In addition, the Company acquired the rights to a patent on Airflow 2000,
a temperature blending and breathing zone filtration system which helps facility managers address
indoor environmental concerns resulting in increased employee performance levels.  The
Company has registered trademarks on Domore®, A2Z®, Neo7®, CenterCore®, TEC2000®,
Spacemaker 2000®, and AIRFLOW 2000®.





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Utility patents relating to the function of its newest most functional healthcare chair model have
been granted in the United States and Canada.  A utility patent on its flipdown footrest has been
granted in the United States and is pending in Canada.  Utility patents on the Company's new
mobility oriented healthcare chair and commode chair are pending in the United States and
Canada.  The Company does have international patents pending on healthcare chairs in Canada,
Japan, Germany, United Kingdom, and France.  The Company has been granted design patents on
its geriatric accessory tray, healthcare chair back, flipdown footrest, and healthcare chair for
Canada and the United States.  A design patent has also been granted in the United States for the
Company's commode chair and is pending in Canada.  The stylized word BRODA has been
trademarked for Canada and the United States and trademark registration has been applied for in
Europe.  Broda's Comfort Tension Seating has been trademarked in Canada and the U.S.  The
Pedal Chair trademark has been applied for in the U.S. and Canada.



The Company believes that aspects of its manufacturing processes are trade secrets of the
Company.  The Company relies on trade secret law and nondisclosure agreements to protect its
trade secrets.  The Company believes that its patents and trade secrets provide competitive
advantages.





**Regulation and Environmental Compliance**



The Company is subject to various local, state, provincial and federal laws and regulations
including, without limitation, regulations promulgated by federal, state and provincial
environmental and health agencies, the Federal Occupational Safety and Health Administration,
the Food and Drug Administration, North American Free Trade Agreement, and laws pertaining
to the hiring, treatment, safety and discharge of employees.  The Company's manufacturing
operations must also meet federal, state, provincial and local regulatory standards in the areas of
labor, safety and health.  Historically, the cost of regulatory compliance has not had a material
adverse effect on the Company's sales or operations.  The Company believes it is in material
compliance with applicable laws including laws related to the handling and use of environmentally
hazardous materials.





**Employees**



As of March 31, 2001, the Company had approximately 460 full-time and 25 part-time
employees.  Approximately 62 employees at the Company's Marked Tree, Arkansas facility are
represented by the Carpenters Union.  No other employees have union representation.  The
Company believes that its relationship with its employees is good.





**Certain Considerations**



*Competition.*The markets in which the Company participates are highly competitive.  In the
future, the Company expects increased competition from the Company's existing competitors as
well as from other companies which may enter the markets served by the Company.  Only certain
elements of the Company's products are patented so the unpatented elements could be reverse
engineered and duplicated by competitors who are able to develop the manufacturing equipment
and processes to do so.  Many of the Company's competitors have greater name recognition and
greater financial, personnel, manufacturing and marketing resources than the Company.  The
Company believes that competition for its products is generally based on product quality and
characteristics, service and price.  Most of the Company's products are more expensive than
products sold by the Company's competitors in the same markets.  However, the Company
believes that it has been able to compete in such markets and increase its market share by
emphasizing the quality and performance of its products as compared to its competitors' products.
Introduction of similar products by low-cost producers would put price and margin pressure on
the Company.  The Company's continued success will depend upon, among other things, its ability
to continue to manufacture and market high quality, high performance products at prices
competitive in the markets served by the Company.





8

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*Company Growth and Acquisitions.*  The Company's financial performance may be harmed if it is
unable to effectively manage its existing operations or anticipated growth.  The Company has
grown significantly since fiscal 1999 with net sales increasing to $29.5 million in fiscal 1999,
$47.5 million in fiscal 2000 and $59.4 million in fiscal 2001.  MITY Enterprises also recently
added substantial operations through the Broda Enterprises, CenterCore, and DO Group
acquisitions and intends to continue to pursue other complementary acquisitions.  The Company's
growth and acquisitions have strained its management team and other resources.  MITY
Enterprises faces significant challenges integrating the recent DO Group and CenterCore
acquisitions into its operations, which has adversely affected its earnings.



*Product Line Expansion Strategies; Entry Into New Markets*.  The Company's expansion of its
current product lines is contingent, among other things, upon the Company's ability to develop
and/or acquire additional lines of complementary institutional furniture which can be purchased or
manufactured in a cost efficient manner and sold at competitive prices in the Company's markets.
The Company currently has no commitments, agreements or understandings with respect to any
acquisitions of product lines or of companies with complementary products or businesses.  The
Company's ability to increase penetration of the domestic table market depends in part on the
Company's ability to expand its in-house sales and customer service staff and locate and hire
qualified personnel.  No assurances can be made that the Company will be able to expand its
product lines and its sales force and further penetrate its markets.



*Raw Material Prices and Sources.* Both the plastic used in the Company's products and the tubing
used in the Company's table and chair legs are manufactured according to Company
specifications.  The Company's control units for its intensive use seating are proprietary.  MITY
Enterprises' multipurpose room operations intend to operate without substantial inventory levels
of raw materials by depending on certain key suppliers to provide raw materials on a "just-in-time" basis.  The Company believes that necessary materials are generally available from alternate
suppliers.  However, any shortages or significant interruptions in the delivery of raw materials
could have a material adverse effect on the Company's production schedule and operations.  Price
increases for raw materials used in the Company's products would put pressure on the Company's
profit margins if the Company were unable to pass such price increases through to customers.



*Warranty Service Costs.* The Company's warranty service costs for fiscal years ended March 31,
1999, 2000, and 2001 totaled  1.6 percent of net sales or $463,000, 1.2 percent of net sales or
$574,000 and 1.1 percent of net sales or $624,000, respectively.  The Company intends to
continue to offer warranties covering materials and workmanship on its existing products and
anticipates providing a warranty covering materials and workmanship for all complementary
product lines developed or acquired by the Company.  While the Company has implemented
improved quality control measures that it expects will reduce warranty claims, it is possible that
warranty servicing costs will increase in future periods.  Furthermore, the Company is not in a
position to anticipate the additional warranty service costs that may be incurred as a result of the
Company's expansion into new or complementary product lines.  The Company also cannot
predict what the future warranty costs will be with respect to product lines from recent
acquisitions.





9

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*CenterCore and DO Group Acquisitions.*  As part of the strategy of acquiring the assets of The
CenterCore Group, Inc., the Company closed the manufacturing and corporate headquarters of
CenterCore.  Manufacturing was moved to Marked Tree, Arkansas and the headquarters, to
Elkhart, Indiana.   Both DO Group and CenterCore produce office systems in a shared
manufacturing facility in Marked Tree, Arkansas.  The Marked Tree operations have experienced
various operational challenges.  Material costs increased as a percent of sales primarily because of
outsourcing of component fabrication, increasing obsolescence reserves, increasing customer
services costs, and lower material order quantities.  Small component orders have been more
expensive than large production runs might have been.  Labor costs as a percentage of net sales
have increased primarily because of operational inefficiencies, lower sales volumes, and increased
customer service costs related to completing incomplete orders, replacing freight damaged
products, and resolving customer complaints.  Overhead costs have increased both as a
percentage of sales and in the aggregate primarily because of lower sales volumes, higher freight
costs and higher personnel costs resulting from these operational difficulties.  The average sales
prices of the Company's products have declined as a result of discounting on a few large orders
and offering a limited number of customer service discounts.  In addition, the operation's
management information systems were not adequately implemented to fully support the
operations.



The operational inefficiencies, information system problems, and their related costs have
significantly and adversely impacted the Company's gross margin and customer service levels.  As
a result, the Marked Tree operations have been expediting incoming materials and product
shipments to customers, shipping orders late and sometimes incomplete, incurring additional
warranty and customer services costs, and generally incurring additional costs as a result of the
inefficiencies.  Because of these problems, CenterCore's and DO Group's sales have declined and
cumulative losses have grown.



During the quarter ended June 30, 2000, the Company began the process of restructuring the DO
Group and CenterCore management teams and implementing information system policies and
controls that the Company believes will better allow it to control and manage the operations.  The
changes and improvements being made are ongoing and will likely continue for at least the next
several months or until the product lines are sold.



Because of the problems described above, DO Group and CenterCore have lost some customer
orders and its sales base has deteriorated.  Traditionally, the Company has experienced strong
order volume in its General Service Administration (GSA) or government market segment during
its second and third fiscal quarters each year, especially from Europe and Asia.  During the six-month period ended December 31, 1999, the Company received orders totaling approximately
$5.9 million in the GSA markets.  During the six months ended December 31, 2000, GSA orders
were less than $0.8 million, with limited orders coming from Europe and Asia.  In addition, one of
the Company's major OEM customers, that historically purchased approximately $2 million
annually from the Company, implemented product design changes during the year.  Because of
these changes, this customer delayed its purchases until the design was complete.  This customer
has recently approved the new design and has begun placing orders again with the Company.



Since acquiring and taking over the direct management of DO Group in April 2000, the Company
has worked to identify and resolve operational and other problems.  The Company has taken
action it thought would reduce the amount of losses being incurred at DO Group and CenterCore
by reducing personnel costs through layoffs and implementing more sound business practices.
The Company has devoted additional management as well as outside consulting resources to the
resolution of these problems.  In spite of these cutbacks and other management initiatives, DO
Group and CenterCore continue to sustain losses.  The Company cannot assure that management
will be successful in turning around the operations and restoring its related customer base.  In
December 2000, the Company announced it was seeking a buyer for the CenterCore product line.
In February 2001, the Company announced that it had retained McDonald Investments, Inc. to
investigate strategic alternatives for the Company, including the sale of all or parts of the
Company.  With the assistance of McDonald Investments, the Company continues to evaluate the
possible sale of all or parts of the Company, including CenterCore and DO Group.  The Company
may be unable to consummate a sale of such operations at a gain or at all.  If the Company is
unable to sell its CenterCore and DO Group operations and/or is unable to make them profitable,
it may have to discontinue these operations which would likely result in substantial costs to the
Company and a negative impact to its short-term profitability.





10

---



*Future Variations in Operating Results*.  The Company's short-term profitability could be
adversely affected by its decision to develop or acquire complementary product lines, hire
additional sales staff, transact additional acquisitions, and continue to integrate existing
acquisitions.  Various factors, including acquisition related expenses, amortization of goodwill,
the ability to find and train qualified personnel, operational transitions, timing of new product
introductions and the cost of penetrating new markets and changes in product mix, may have an
adverse effect on the Company's results of operations.  While the Company believes that the
addition of new product lines will increase the Company's long term profitability, there can be no
assurance that the Company will continue to experience profitability at historical rates.  No
assurances can be or are made that the Company will not experience temporary fluctuations in
operations and quarterly variations in the future.



*Regulation and Environmental Considerations.*  The Company is subject to various local, state,
provincial and federal laws and regulations including, without limitation, regulations promulgated
by federal, state and provincial environmental, health and labor agencies.  Historically, regulatory
compliance has not had a material adverse effect on the Company's sales or operations.  However,
changes in the laws and regulations governing the Company's business may impose an increased
financial burden upon the Company which could adversely affect the Company's business or
operations.  Actions by federal, state, provincial and local governments concerning environmental
or other matters could result in regulations that could increase the cost of producing the products
manufactured and sold by the Company.  Certain of the Company's operations are subject to
federal, state, provincial and local laws and environmental regulations that impose limitations on
the discharge of pollutants into the air.  The Company believes that it is in material compliance
with applicable air quality laws and regulations.  The Company cannot predict with any certainty
its future capital expenditure requirements relating to environmental compliance because of
continually changing compliance standards and technology.  The Company does not have
insurance coverage for environmental liabilities and does not anticipate obtaining such coverage in
the future.



*Forward-Looking Statements*.  Certain statements made in the "Business" and "Management's
Discussion and Analysis" portions of this filing are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act").  In addition,
when used in this filing, the words or phrases "may," "will," "Management believes," "Company
believes," "Company intends," "estimates," "projects," "anticipates," "expects" and similar
expressions are intended to identify "forward-looking statements" within the meaning of the
Reform Act.





11

---



Forward-looking statements contained herein include plans and objectives of management for
future operations, including plans and objectives relating to the products, marketing, customers,
product line expansions, manufacturing processes, sale of all or part of the Company,  and
potential acquisitions.  These forward-looking statements involve risks and uncertainties and are
based on certain assumptions that may not be realized.  Actual results and outcomes may differ
materially from those discussed or anticipated.  The forward-looking statements and associated
risks set forth herein and elsewhere in this filing relate to: (i) references to an expanding base of
new customers and increasing sales to new customers related to the Company's multipurpose
room furniture operations; (ii) references to current and future growth in the Company's
multipurpose room operations being largely dependent upon the Company's ability to successfully
introduce and market new product lines; (iii) statements that changes and improvements in the
Company's DO Group and CenterCore subsidiaries are being made and continue to be made and
are likely to continue for at least the next several months; (iv) references to the Company's efforts
to restructure management of the DO Group and CenterCore subsidiaries; (v) statements related
to the Company's anticipation that a major OEM customer will continue to place orders with the
Company; (vi) statements relating to the Company's efforts to sell the CenterCore product line
and plans to evaluate all strategic alternatives related to the DO Group and CenterCore
subsidiaries and that the Company has not yet decided to pursue a specific strategic alternative;
(vii) statements indicating that the Company has hired McDonald Investments to find a buyer for
CenterCore and assist the Company in evaluating strategic alternatives for the Company or parts
thereof, and the Company's belief it can recover at least the net book value of the remaining
CenterCore assets or use these assets in other product lines; (viii) statements indicating that
increasing fuel prices and a tightening labor market may continue to put pressure on the
Company's gross margins; (ix) statements relating to the Company's beliefs that cash flow from its
current operations, existing cash reserves, and available lines of credit will be sufficient to support
its working capital requirements to fund existing operations for at least the next twelve months;
(x) statements relating to continuing losses in the Company's DO Group and CenterCore
subsidiaries and working capital requirements related thereto; (xi) the Company's anticipation that
it will access the Company's line of credit from time to time to meet the cash flow requirements
for the business as a whole; (xii) the Company's anticipation that substantial investment of capital
and management resources will be required to improve DO Group and CenterCore's operations
regardless of the strategic alternatives explored or pursued by the Company; (xiii) statements
relating to the Company's possible need to raise additional capital if its cash flow from operations
and debt financing are insufficient to fund the Company's working capital requirements; (xiv)
other statements of the Company related to the operational difficulties in its DO Group and
CenterCore subsidiaries; and (xv) statements related to anticipated capital expenditures.



All forward-looking statements involve predictions and are subject to known and unknown risks
and uncertainties, including, without limitation, those discussed below as well as general
economic and business conditions, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected.  Readers should not place undue
reliance on any such forward-looking statements, which speak only as of the date made.  The
considerations listed below and elsewhere in this filing could affect the Company's financial
performance and could cause the Company's actual results for future periods to differ materially
from any views or statements expressed with respect to future periods.  Important factors and
risks that might cause such differences, include, but are not limited to (a) the inability of
management to successfully install in a timely manner and operate adequate management
information systems in its DO Group and CenterCore subsidiaries leading to manufacturing
inefficiencies, higher material and labor costs, lower gross margins and profitability, inefficient or
inaccurate inventory management and continuing customer dissatisfaction; (b) the Company's
inability to increase sales, increase consumer confidence and restore DO Group's and
CenterCore's customer base; (c) the Company's inability to fund continuing losses at DO Group
and CenterCore; (d) the Company's inability for any reason to pursue a satisfactory strategic
alternative with respect to DO Group and CenterCore; (e) the Company's inability to find a buyer
for its DO Group and CenterCore businesses or to consummate such a sale on acceptable terms;
(f) the Company's inability to identify and pursue beneficial strategic alternatives for the Company
as a whole; (g) loss of important customer contracts; (h) limited management and key employee
resources; (i) the Company's inability to effectively restructure DO Group and CenterCore's
management team;  (j) declines in sales volumes and profit margins in the Company's core
businesses; (k) lower than expected revenue, revenue growth, cash flow and gross margins from
operations because of recent acquisitions (particularly DO Group and CenterCore) and any
operating and post acquisition integration challenges related thereto, adverse economic or
business conditions or the Company's inability, for any reason, to profitably introduce new
products or implement its marketing strategies in the healthcare seating, call center, and specialty
seating and office panel systems markets; (l) management's ability to manage effectively the
Company's growth; (m) the Company's ability to expand successfully into new markets such as in
the healthcare seating and seating accessories, call center, specialty seating and office panel
systems markets; (n) import restrictions and economic conditions in the Company's foreign
markets and foreign currency risks associated therewith; (o) increased competition in the
Company's existing and future markets; (p) the market's acceptance of products currently being
developed by the Company; (q) the Company's ability to maintain relatively low cost labor rates in
a period of lower unemployment; (r) the Company's ability to source a sufficient volume of
acceptable raw materials at current prices; (s) increased product warranty service costs if warranty
claims increase as a result of the Company's new product introductions or acquisitions or for any
other reason; (t) the Company's ability to refine and enhance the quality and productivity of its
manufacturing process and build its new manufacturing facility on a cost effective and timely
basis; (u) the Company's ability to manufacture and market at current margins high quality, high
performance products at competitive prices; (v) the Company's ability to locate and successfully
consummate and integrate acquisitions, if any, of complementary product lines or companies on
terms acceptable to the Company and effectively integrate such acquisitions into the Company's
operations; (w) the Company's ability to obtain waivers from its lenders, if needed, and the
continued availability of credit facilities; (x) the Company's ability to retain and maintain
relationships with key customers; and (y) the Company's inability to raise capital, if needed.  No
assurance can be given that the Company will be able to correct the current DO Group and
CenterCore operational problems or satisfactorily address or resolve any of the foregoing risks or
contingencies.





12

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In light of the significant uncertainties inherent in forward-looking statements, the inclusion of any
such statement should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved.  The Company disclaims any
obligation or intent to update any such factors or forward-looking statements to reflect future
events or developments.





**Item 2. Properties**



The Company's corporate headquarters and multipurpose room furniture manufacturing facility
are located in Orem, Utah (approximately 40 miles south of Salt Lake City).  This facility consists
of approximately 71,000 square feet of leased manufacturing, office, research and development
and storage space located on approximately four acres of leased land.  The facility and related real
estate are leased from a trust, of which Gregory L. Wilson's uncle is one of the trustees, under a
lease agreement for a five-year term expiring in the year 2005.  The base monthly lease payment is
$17,100.  The Company pays all maintenance costs, taxes and insurance.  In addition, the
Company purchased approximately nine acres of land across the street from its leased facility.
The Company used a portion of the property to construct a 57,000 square foot office and
manufacturing facility to house its sales force and multipurpose room chair operations.  The
Company estimates the new property includes enough real estate to build approximately an
additional 200,000 square feet of facility to support the future growth of the Company.  The
Company also purchased an adjacent 2,400 square foot building that sits on approximately one
acre of land.  The Company believes that by adding additional equipment and production shifts, its
existing facilities will serve its current product lines for the term of the lease.  However, if the
operation adds additional product lines and/or significantly modifies its existing products lines,
additional facilities may need to be constructed on the Company's existing land.





13

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The Company's healthcare seating manufacturing facilities are located in Waterloo, Ontario,
Canada (approximately 60 miles west of Toronto).  These facilities consist of two adjacent
buildings with approximately 30,000 square feet of leased manufacturing, office, research and
development and storage space. The facilities and related real estate are leased under an
agreement for a two-year term expiring in the year 2002.  The Company will then have the option
of renewing the lease for two years upon the same terms and conditions for an amount mutually
agreed upon.  The base monthly lease payment is approximately $9,000.  The Company pays all
maintenance costs, taxes and insurance.  The Company believes that these facilities will serve its
healthcare seating manufacturing needs for the term of the lease.



The Company's DO Group and CenterCore subsidiaries have two shared facilities.  Their
headquarters and chair manufacturing operations are located in Elkhart, Indiana and are leased
from a related party.  This facility, consisting of approximately 80,000 square feet, and related real
estate are leased under an agreement for a five-year term expiring in March 2002.  The Company
will then have the option of renewing the lease for five years upon the same terms and conditions
for an amount mutually agreed upon.  The base monthly lease payment is approximately $11,800.
The Company pays all maintenance costs, taxes and insurance.  DO Group's other facility consists
of 135,000 square feet and is located in Marked Tree, Arkansas.  This facility is owned by DO
Group and includes its panel and systems manufacturing operations.  The Company believes that
the leased facilities will serve its specialty office seating manufacturing needs for the term of the
lease and that the owned facility will serve its specialty office systems manufacturing needs for the
next several years.





**Item 3.  Legal Proceedings**



From time to time, the Company is subject to legal proceedings and other claims arising in the
ordinary course of its business. The Company maintains insurance coverage against potential
claims in an amount which it believes to be adequate.   There are no material pending legal
proceedings, other than routine litigation incidental to the business, to which the Company is a
party or of which any of the Company's property is the subject.





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



No matters were submitted to a vote of security holders during the fourth quarter of the fiscal
year ended March 31, 2001.

14

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**PART II**



**Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters**



The Company's Common stock is traded on the Nasdaq National Market System under the
symbol MITY.  The Company's Common Stock first began trading on April 29, 1994.

|                                  | High   | Low   
|--------------------------------- | ------ | ------
|Fiscal Year Ended March 31, 2001: |        |       
|First Quarter                     | $18.00 | $11.63
|Second Quarter                    | 14.38  | 9.50  
|Third Quarter                     | 10.56  | 4.88  
|Fourth Quarter                    | 9.38   | 5.56  
|                                  |        |       
|                                  |        |       
|Fiscal Year Ended March 31, 2000: |        |       
|First Quarter                     | $17.33 | $10.17
|Second Quarter                    | 19.00  | 12.50 
|Fourth Quarter                    | 19.25  | 15.06 





There were 134 security holders of record as of June 6, 2001.  In addition, management estimates
that there were approximately 2,400 beneficial shareholders.  Since the closing of its public
offering, the Company has not declared dividends and intends to retain earnings for use in the
business and for potential acquisitions in the foreseeable future.





**Item 6.  Selected Financial Data**



The following selected financial data should be read in conjunction with the Financial Statements
and the Notes thereto included in this Annual Report to Shareholders.  The statement of income
data set forth below with respect to the fiscal years ended March 31, 2001, 2000 and 1999 and
the balance sheet data at March 31, 2001 and 2000 are derived from, and should be read in
conjunction with the audited Financial Statements included in this Annual Report to Shareholders.
The statement of income data set forth below with respect to the fiscal year ended March 31,
1998 and 1997 and the balance sheet data at March 31, 1999, 1998 and 1997 are derived from
audited financial statements not included in this Annual Report to Shareholders.





15

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Statement of Income Data





---

|Year Ended March 31, | 2001 | 2000 | 1999 | 1998 | 1997
|-------------------- | ---- | ---- | ---- | ---- | ----

---

(in thousands, except per share data)



|Net sales             | $59,427 | $47,496 | $29,468 | $25,337 | $18,680
|--------------------- | ------- | ------- | ------- | ------- | -------
|Cost of products sold | 42,122  | 29,127  | 18,122  | 15,988  | 10,921 

---

|Gross profit               | 17,305 | 18,369 | 11,346 | 9,349 | 7,759
|-------------------------- | ------ | ------ | ------ | ----- | -----
|                           |        |        |        |       |      
|                           |        |        |        |       |      
|Expenses:                  |        |        |        |       |      
|Selling                    | 10,413 | 7,786  | 4,234  | 3,782 | 2,969
|General and administrative | 3,913  | 2,972  | 1,333  | 843   | 865  
|Research and development   | 1,153  | 824    | 549    | 488   | 375  
|Goodwill impairment        | 1,882  | --     | --     | --    | --   

---

|Income (loss) from operations | (56) | 6,787 | 5,230 | 4,236 | 3,550
|----------------------------- | ---- | ----- | ----- | ----- | -----
|Interest and other, net       | 146  | 664   | 874   | 707   | 339  

---

|Income before provision for |    |       |       |       |      
|--------------------------- | -- | ----- | ----- | ----- | -----
|income taxes                | 90 | 7,451 | 6,104 | 4,943 | 3,889
|Provision for income taxes  | 86 | 2,751 | 2,174 | 1,754 | 1,404

---

|Net income | $     4 | $4,700 | $3,930 | $3,189 | $2,485
|---------- | ------- | ------ | ------ | ------ | ------

---

|Basic earnings per share*    | $0.00     | $0.98     | $0.81     | $0.66     | $0.53    
|---------------------------- | --------- | --------- | --------- | --------- | ---------
|Weighted average common      |           |           |           |           |          
|shares outstanding -- basic* | 5,076,456 | 4,812,610 | 4,868,375 | 4,841,775 | 4,680,649

---

|Diluted earnings per share*    | $0.00     | $0.92     | $0.78     | $0.63     | $0.51    
|------------------------------ | --------- | --------- | --------- | --------- | ---------
|Weighted average common        |           |           |           |           |          
|and common equivalent          |           |           |           |           |          
|shares outstanding -- diluted* | 5,216,604 | 5,120,247 | 5,037,680 | 5,084,180 | 4,919,002

---



Balance Sheet Data

---

|March 31, | 2001 | 2000 | 1999 | 1998 | 1997
|--------- | ---- | ---- | ---- | ---- | ----

---

(in thousands)

Total assets
$32,287
$29,432
$23,463
$18,556
$14,264Working capital
16,300
13,574
14,374
12,895
9,454Current portion of long-term debt
--
--
45
--
--Long-term debt less current portion
--
--
97
--
--Stockholders' equity
27,469
24,385
19,918
16,819
12,93316**Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations**GeneralThe Company designs and manufactures institutional furniture and markets its products in niche
markets.  The Company's product lines consist of multipurpose room furniture, speciality office
seating, office systems, call center furniture, dispatch furniture, and health care seating.  In
addition, the Company continues to pursue acquisitions of product lines or companies that will be
complementary to the Company's businesses.The Company's multipurpose room furniture is marketed under the Mity-Lite trade name.  It
consists of lightweight, durable, folding leg tables, stacking chairs, folding chairs, lecterns and
other related products.  These products are used in multipurpose rooms of educational,
recreational, hotel and hospitality, government, office, healthcare, religious and other public
assembly facilities.  The stacking chairs are marketed under the MityTuff®, MityStack, and
MityHost trade names.  Some of these chairs are distributed by Mity-Lite under original
equipment manufacturer (OEM) arrangements with the chair manufacturers while others are
manufactured and/or assembled in the Company's Orem, Utah facility.  In November 1999, the
Company introduced a new line of folding chairs.  This chair line is manufactured in-house and is
marketed under the SwiftSet trade name.  In the fall of 2000, the Company introduced a new
line of lightweight, durable lecterns under the Summit Lectern trade name.  Historically, Mity-Lite's growth has come from an expanding base of new customers, from increasing sales to
existing customers in this segment of the business and from broadening its product line.  The
multipurpose room operation's current and future growth is largely dependent upon its ability to
successfully introduce and market new product lines of multipurpose room furniture such as
chairs, staging, flooring, partitions, risers and bench seating and its ability to continue increasing
its market penetration into existing markets.The Company's healthcare seating operations were acquired in November 1998.  The Company
acquired all of the outstanding stock of Broda Enterprises Inc.  for $2.0 million.  Broda's
products are marketed under the Broda trade name.  Its operations are based in Waterloo,
Ontario, Canada.On April 9, 1999, the Company acquired certain assets and obligations of The CenterCore Group,
Inc., a privately-owned designer, manufacturer and marketer of pod style and panel systems
furniture marketed to call centers and other high-density office use environments.  Two wholly-owned subsidiaries of MITY Enterprises completed the transactions.  C Core, Inc., a Utah
corporation, purchased the accounts receivable, inventory, machinery and equipment, intellectual
property and certain other assets of The CenterCore Group, Inc., for approximately $5.3 million.
C Core designs and markets call center and panel systems furniture under the CenterCore name.
Product manufacturing was consolidated with DO Group, Inc., a wholly-owned subsidiary of the
Company.As part of the CenterCore purchase, BOCCC, Inc., also a Utah corporation and wholly-owned
subsidiary of the Company, purchased the outstanding subordinated debt obligations of
CenterCore for $0.5 million.  The outstanding subordinated debt obligations of CenterCore
totaled approximately $2.0 million at closing.  Cash from the Company's general working capital
was used to fund the purchases.17Effective April 1, 2000, the Company acquired the remaining 50.1 percent equity interest in DO
Group, Inc. making DO Group a wholly-owned subsidiary of the Company.   DO Group, Inc. is a
manufacturer of specialty office seating and office panel systems headquartered in Elkhart,
Indiana.  DO Group markets its products under the Domore, Corel, JG and DO3 trade
names and has manufacturing facilities in Elkhart, Indiana, and Marked Tree, Arkansas.  As an
unconsolidated subsidiary, DO Group's total sales for the years ended March 31, 2000 and 1999
were $18,045,000 and $15,139,000, respectively.  DO Group's net income for the years ended
March 31, 2000 and 1999 was $508,000 and $1,923,000, respectively.MITY Enterprises exchanged approximately $2.1 million cash and 40,905 shares of MITY
Enterprises common stock valued at $678,000 for the remaining 50.1 percent of DO Group stock
from the DO Group shareholders.   In addition, MITY Enterprises assumed approximately $2.5
million in a revolving credit line.   The acquisition was treated for accounting purposes as a step
purchase.   DO Group, Inc. is now a wholly-owned subsidiary of MITY Enterprises, Inc.   Cash
from the Company's general working capital was used to fund the purchase.  The significant
increases in accounts receivable and inventories as compared to pre-acquisition levels are a direct
result of this acquisition.Effective April 1, 2000, the Company also created a new corporation called MLI Acquisition, Inc.
which was later renamed Mity-Lite, Inc.   With the exception of cash, real property, certain
deferred tax obligations, and investments in and notes receivable from subsidiaries, all of the
assets and liabilities of MITY Enterprises were transferred to Mity-Lite, Inc.  Mity-Lite, Inc. has
become the operating company for the multipurpose furniture operations and is a wholly-owned
subsidiary of the Company.The CenterCore and DO Group subsidiaries, especially as it relates to their office systems
operations located in Marked Tree, Arkansas, have experienced various operational challenges.
Material costs have increased as a percent of sales primarily because of outsourcing of component
fabrication, increasing obsolescence reserves, increasing customer services costs, and lower
material order quantities.  Small component orders have been more expensive than large
production runs might have been.  Labor costs as a percentage of net sales have increased
primarily because of operational inefficiencies, lower sales volumes, and increased customer
service costs related to completing incomplete orders, replacing freight damaged products, and
resolving customer complaints.  Overhead costs have increased both as a percentage of sales and
in the aggregate primarily because of lower sales volumes, higher freight costs and higher
personnel costs resulting from these operational difficulties.  The average sales prices of the
Company's products have declined as a result of discounting on a few large orders and offering
some limited customer service discounts.  In addition, the operation's management information
systems have not yet been adequately implemented to fully support the operations.  The
operational inefficiencies, information system problems, and their related costs have significantly
and adversely impacted the Company's gross margin and customer service levels.  As a result, the
office systems operations have been expediting incoming materials and product shipments to
customers, shipping orders late and sometimes incomplete, incurring additional warranty and
customer services costs, and generally incurring additional costs as a result of the inefficiencies.
Because of these problems, DO Group's and CenterCore's sales have declined and cumulative
losses have grown.18During the quarter ended June 30, 2000, the Company began the process of restructuring the DO
Group and CenterCore management teams and implementing information system policies and
controls which the Company believes will better allow it to control and manage the operations.
The changes and improvements being made are ongoing and will likely continue for at least the
next several months or until product lines are sold.  Because of the problems described above, the
Company has lost some customer orders and its office systems sales base has deteriorated.
Traditionally, the Company has experienced strong order volume in its General Service
Administration (GSA) or government market segment during its second and third fiscal quarters
each year, especially from Europe and Asia.  During the six-month period ended December 31,
1999, the Company received orders totaling approximately $5.9 million in the GSA markets.
During the six months ended December 31, 2000, GSA orders were less than $0.8 million, with
limited orders coming from Europe and Asia.  In addition, one of the Company's major OEM
customers, which historically has purchased approximately $2 million annually from the Company,
implemented product design changes.  These changes caused this customer to delay purchases
until the design was complete.  This customer has recently approved the new design and has
begun placing orders again with the Company.Since acquiring and taking over the direct management of DO Group, the Company has worked
to identify and resolve operational and other problems.  The Company has taken action to reduce
the amount of losses being incurred at DO Group and CenterCore by reducing personnel costs
through layoffs and implementing more sound business practices.  The Company has devoted
additional management as well as outside consulting resources to the resolution of these
problems.  In spite of these cutbacks and other management initiatives, DO Group and
CenterCore continue to sustain losses.  The changes and improvements being made in the DO
Group and CenterCore subsidiaries are ongoing and will likely continue for at least the next
several months or until product lines are sold.  The Company cannot assure that management will
be successful in turning around the office systems operations and restoring its related customer
base.  In December 2000, the Company announced it was seeking a buyer for the CenterCore
product line.  In February 2001, the Company announced that it had retained McDonald
Investments, Inc. to investigate strategic alternatives for the Company, including the sale of all or
parts of the Company.  With the assistance of McDonald Investments, the Company continues to
evaluate the possible sale of all or parts of the Company, including CenterCore and DO Group.
The Company may be unable to consummate a sale of such operations at a gain or at all.  If the
Company is unable to sell its CenterCore and DO Group operations and/or is unable to make
them profitable, it may have to discontinue these operations which would likely result in
substantial costs to the Company and a negative impact to its short-term profitability.**Results of Operations**The following table sets forth, for the periods indicated, the percentage of net sales represented by
items included in or derived from the Company's Statements of Income:19Year Ended March 31,
2001
2000
1999
1998
1997Net sales
100.0%
100.0%
100.0%
100.0%
100.0%Cost of products sold
70.9
61.3
61.5
63.1
58.5Gross profit
29.1
38.7
38.5
36.9
41.5Operating expenses:Selling
17.5
16.4
14.4
14.9
15.9General and administrative
6.6
6.3
4.5
3.4
4.6Research and development
1.9
1.7
1.8
1.9
2.0Goodwill impairment
3.2
--
--
--
--Income (loss) from operations
(0.1)
14.3
17.8
16.7
19.0Interest and other, net
0.2
1.4
2.9
2.8
1.8Income before tax
0.1
15.7
20.7
19.5
20.8Provision for income taxes
0.1
5.8
7.4
6.9
7.5Net income
0.0%
9.9%
13.3%
12.6%
13.3%Comparison of Fiscal Years 2001, 2000 and 1999**Net Sales**The Company's fiscal 2001 net sales of $59.4 million increased 25 percent over net sales in fiscal
2000.  The current year sales increase has resulted primarily from increased penetration into the
multipurpose room and healthcare seating markets as well as additional sales from the DO Group
acquisition offsetting declining sales in the Company's CenterCore subsidiary.   For fiscal
2001,the multipurpose room furniture and healthcare seating segments reflected sales growth of
12 percent and 26 percent, respectively.  Specialty office seating and systems sales related to
CenterCore declined 46 percent.  Specialty office seating and systems sales, related to the DO
Group acquisition in April 2000, represented 20 percent of net sales for fiscal 2001.  International
sales for all product lines represented 13 percent and 11 percent of net sales for fiscal 2001 and
2000, respectively.The Company's fiscal 2000 net sales of $47.5 million increased 61 percent over net sales in fiscal
1999.  The sales increase resulted primarily from increased penetration into the multipurpose
room market as well as sales from the Broda and CenterCore acquisitions.   For fiscal 2000, the
multipurpose room furniture segment reflected sales growth of 21 percent.  Specialty office
seating and systems sales, related to the CenterCore acquisition in April 1999, represented 21
percent of net sales for fiscal 2000.   Healthcare chair and accessories sales, related to Broda's
operations, represented 7 percent and 5 percent of net sales for fiscal 2000 and 1999 respectively.
International sales for all product lines represented 11 percent of net sales for fiscal 2000 and
1999.20**Gross Profit**For the fiscal year ended March 31, 2001, gross profit as a percentage of net sales decreased to
29 percent, or 10 percentage points, as compared to the prior year.  Increasing gross profit
margins in the healthcare seating businesses were offset by lower gross profit margins in the
Company's multipurpose room and specialty offices seating and systems operations.  The gross
profit margin on multipurpose room furniture sales decreased by one percentage point due to
slightly higher material, labor and overhead costs on the Company's table products and increasing
chair sales which historically have carried lower gross profit margins.  The gross profit margin on
healthcare seating and accessories sales increased by two percentage points mainly due to
increasing labor efficiencies.  Gross margins on the Company's specialty office seating and
systems product lines, which include both CenterCore and DO Group, were 4 percent.  During
the year, the Company experienced various operational problems with its specialty office seating
and systems business segment.  Specifically, the Company experienced increasing labor, material
and overhead costs, lower sales prices, operational inefficiencies, information system problems,
and other related costs described above which have significantly and adversely impacted the
Company's gross margin and customer service levels related to this segment.  As a result, the
Company has been expediting incoming materials and shipments to customers, shipping orders
late and sometimes incomplete, and generally incurring additional costs as a result of the
inefficiencies.  In addition to the operational difficulties, the Company increased its reserve for
slow moving and obsolete inventory by approximately $1.3 million during the year for this
business segment. As a result, the majority of the Company's decrease in gross profit margins was
due to these problems at the DO Group and CenterCore operations.For the fiscal year ended March 31, 2000, gross profit as a percentage of net sales was unchanged
at 39 percent as compared to the prior year.   Increasing gross profit margins in the multipurpose
room and healthcare seating businesses were offset by lower gross profit margins in the
Company's CenterCore operations.   The gross profit margin on multipurpose room furniture
sales increased by one percentage point due to higher average sales prices on the Company's table
products and lower material costs experienced earlier in the year partially offset by lower margins
on the Company's chair products.   The gross profit margin on healthcare seating and accessories
sales increased by 13 percentage points mainly due to writing off the inventory purchase
adjustment resulting from the Broda acquisition in the prior year.   In addition to incurring
transition and relocation costs associated with the CenterCore acquisition and writing off the
inventory purchase adjustment during the current fiscal year, CenterCore sales carried a lower
gross profit margin, which offset the previously mentioned increases.**Operating Expenses**For fiscal 2001, selling expenses were 18 percent of net sales as compared to 16 percent in the
prior year.   Actual expenses increased by $2.63 million or 34 percent.   The increase as a
percentage of sales was primarily due to selling expenses related to the recent DO Group
acquisition and increases in the multipurpose room business segment's selling expenses.
Multipurpose room furniture selling costs increased by $1.02 million over the prior fiscal year.
This increase resulted primarily from increased personnel and commission costs, additional
advertising expenditures, and higher trade show costs.  For fiscal 2000, selling expenses were 16
percent of net sales as compared to 14 percent in the prior year.   Actual expenses increased by
$3.55 million or 84 percent.   The increase as a percent of sales was mainly due to increased
selling costs for healthcare seating and specialty office seating and systems products resulting
from the recent acquisitions, one-time transition selling costs associated with the CenterCore
acquisition, and higher commissions and personnel expenses related to the multipurpose room
furniture operation.21General and administrative expenses were 7 percent, 6 percent and 4 percent of net sales in fiscal
2001, 2000 and 1999, respectively.   The increase of 1 percentage point, or $0.94 million, in fiscal
2001 over fiscal 2000 resulted mainly from increased general and administrative costs associated
with the DO Group acquisition.  The increase of 2 percentage points, or $1.64 million, in fiscal
2000 over fiscal 1999 resulted mainly from increased general and administrative costs associated
with CenterCore and Broda as well as additional personnel related expenses in the multipurpose
room business segment.Research and development expenses were 2 percent of net sales in fiscal 2001, 2000 and 1999.
For fiscal 2001, actual spending increased by 40 percent, or $329,000, as compared to fiscal
2000.  This increase in actual spending resulted mainly from increased research and development
expenses associated with the DO Group acquisition and with increasing expenditures related to
new products at the Company's multipurpose room business segment.  For fiscal 2000, actual
spending increased by 50 percent, or $275,000, as compared to fiscal 1999.   This increase in
actual spending resulted from increased costs associated with additional product development,
prototyping and higher personnel expenses at the multipurpose room operations, and Broda and
CenterCore product development expenditures.In fiscal 2001, the Company recorded a goodwill impairment charge related to its CenterCore
subsidiary.  In accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and of Long-Lived Assets to be Disposed Of," the Company evaluates the carrying value
of long term assets based on current and anticipated undiscounted cash flows and recognizes
impairment when such cash flows will be less than the carrying values.  In accordance with SFAS
No. 121, the Company evaluated the potential impairment of the long-lived assets to be disposed
of related to its CenterCore product line.  During this evaluation, the Company determined that
goodwill was impaired.  As a result, the Company incurred a $1.9 million charge, or 3 percent of
net sales,  during the current fiscal year to write off the goodwill related to its CenterCore
operations.**Other Income/Expense**Other income and expenses netted to $146,000 in fiscal 2001.  Investment income was $142,000,
a decrease of $200,000 from the prior fiscal year due to a lower average balance of cash and cash
equivalents and available-for-sale securities in the current fiscal year resulting from recent
acquisitions.   Interest expense was $43,000 and other income, primarily resulting from foreign
currency gains, was $47,000.Other income and expense netted to $664,000 in fiscal 2000.   Investment income was $342,000,
a decrease of $100,000 from the prior fiscal year due to a lower average balance of cash and cash
equivalents and available-for-sale securities resulting from recent acquisitions.   The Company
recognized income of $368,000 from its investment in the DO Group.   The $368,000 represents
the Company's proportionate share of DO Group's net income for the year ended March 31,
2000, less certain additional amortization and depreciation created as a result of the purchase.
The Company also incurred net other expense of $16,000 primarily resulting from foreign
currency losses, and $30,000 in interest expense resulting from Broda's line of credit.**Net Income**For reasons stated above, the Company's net income for fiscal 2001 was $4,000.  For fiscal 2000,
net income of $4.7 million increased 20 percent over net income in fiscal 1999.22**Quarterly Results of Operations**The following table sets forth selected unaudited quarterly financial data for the most recent
twelve quarters.  This quarterly financial data reflects, in the opinion of Management, all
adjustments necessary to present fairly the results of operations for such periods.   The operating
results for any quarter are not necessarily indicative of results for any future period.   The
Company anticipates that operating results may fluctuate on a quarterly basis depending upon a
number of factors.   Earnings per share information may not add to match annual earnings per
share information due to rounding.Unaudited Quarterly Financial Information:(in thousands, except per share amounts)Q1 1999
Q2 1999
Q3 1999
Q4 1999Net sales
$7,664
$7,361
$6,812
$7,631Gross profit
2,753
2,815
2,733
3,045Income before provision for income tax
1,586
1,684
1,380
1,454Net income
999
1,061
836
1,034Basic earnings per share*
0.20
0.22
0.17
0.21Diluted earnings per share*
0.20
0.21
0.17
0.21Q1 2000
Q2 2000
Q3 2000
Q4 2000Net sales
$11,223
$10,979
$11,723
$13,571Gross profit
4,264
4,560
4,606
4,939Income before provision for income tax
1,620
1,968
2,017
1,846Net income
1,106
1,235
1,274
1,175Basic earnings per share*
0.21
0.26
0.26
0.24Diluted earnings per share*

0.20
0.24
0.25
0.23Q1 2001
Q2 2001
Q3 2001
Q4 2001Net sales
$16,561
$14,882
$13,321
$14,663Gross profit
4,506
3,769
4,500
4,530Income
    (loss) before provision for income tax
705
(213)
(771)
369Net income
    (loss)
431
(118)
(486)
177Basic earnings
    (loss) per share
0.09
(0.02)
(0.10)
0.03Diluted earnings
    (loss) per share
0.08
(0.02)
(0.09)
0.03* Retroactively restated for the 3-for-2 stock split distributed September 23, 1999.The Company's quarterly operating results can fluctuate significantly depending on factors such as
timing of new product introductions, market acceptance of new products, increased competitive
pressures, growth in the institutional furniture market, acquisitions, expansion of international
operations, timing and expansion into complementary products such as chairs, changes in raw
material sources and costs, and adverse changes in general economic conditions in any of the
countries in which the Company does business.   The Company's ability to effectively integrate its
recent acquisitions, correct operational problems in its CenterCore and DO Group operations,
and develop and market tables, chairs, office furniture, healthcare furniture and complementary
products that successfully adapt to current market needs may also have an impact on future
quarterly results of operations.   The Company may experience quarterly variations in operating
results in the future.23**Liquidity and Capital Resources**Cash and cash equivalents, which consist primarily of high-quality commercial paper and
repurchase agreements collateralized with U.S. Treasury securities, totaled $4.86 million at March
31, 2001 which compared to $6.14 million at March 31, 2000.   In addition, the Company held
available-for-sale securities which totaled $1.18 million at March 31, 2001.   The Company
liquidated its available-for-sale securities at the end of fiscal 2000 in anticipation of completing the
DO Group acquisition.  The decrease in cash and cash equivalents for fiscal 2001 as compared to
fiscal 2000 was due primarily to the purchase of the remaining 50.1% of DO Group ($2.13
million), purchases of property, plant and equipment ($3.19 million), the reduction in the line of
credit and long-term debt ($2.88 million), net purchase of available-for-sale securities ($1.18
million) and buying back shares of the Company's common stock ($0.45 million).   This decrease
was partially offset by cash generated from operations ($6.09 million) and net proceeds related to
the exercise of stock options ($2.42 million).The decrease in cash and cash equivalents for fiscal 2000 as compared to fiscal 1999 was due
primarily to the purchase of certain assets of CenterCore ($5.34 million), purchases of property,
plant and equipment ($2.69 million) and buying back shares of the Company's common stock
($0.60 million).   This decrease was partially offset by cash generated from operations ($2.21
million), net sales of highly liquid available-for-sale securities ($3.89 million), net proceeds from
the sale of equipment ($0.30 million) and net proceeds related to the exercise of stock options
($0.25 million).Historically, the Company has financed its growth primarily through cash from operations.  The
Company also has a revolving credit facility with a bank.  The agreement, which expires on July 1,
2001, allows the Company to draw up to $4.0 million under the credit facility.  As of March 31,
2001, the Company had no amount drawn under this facility.  The Company's subsidiary, Broda
Enterprises, also has a line of credit.  The limit on this facility is $0.65 million.  As of March 31,
2001, no amount was drawn under this facility.  Both credit facilities require the maintenance of
certain financial ratios and levels of working capital.  As of March 31, 2001, the Company was in
full compliance with the loan covenants related to the Broda Enterprises credit facility.  However,
as of March 31, 2001, the Company did not meet the minimum quarterly net income required in
its other credit facility.  The Company has obtained a waiver of this requirement from the bank.
The Company cannot assure that it will be able to satisfy this covenant in future quarters or obtain
additional waivers from its lender.  The Company's liquidity is partially dependent upon the
availability of its credit facility.The Company currently believes that cash flow from its current operations together with existing
cash reserves and available lines of credit will be sufficient to support its working capital
requirements for its existing operations for at least the next 12 months.  However, the Company's
working capital requirements have significantly increased because of the DO Group acquisition,
losses in the DO Group and CenterCore operations and the construction of a new manufacturing
facility, and may further increase as a result of continuing losses in its DO Group and CenterCore
subsidiaries and additional capital investment.  As a result of the operational challenges in the
Company's DO Group and CenterCore subsidiaries, the Company may access the Company's line
of credit from time to time on a short term basis to meet cash flow requirements for the business
as a whole.  No assurances are given as to the sufficiency of the Company's working capital to
support the Company's operations particularly in light of current problems in the DO Group and
CenterCore operations.  Substantial investment of capital and management resources will be
required regardless of the strategic alternatives explored or pursued by the Company with respect
to the CenterCore and DO Group operations including the Company's efforts to sell these
operations.  If the existing cash reserves, cash flow from operations and debt financing are
insufficient or if working capital requirements are greater than currently estimated, the Company
could be required to raise additional capital.  There can be no assurance the Company will be
capable of raising additional capital or that the terms upon which such capital will be available to
the Company will be acceptable.  Additional sources of equity capital are available to the
Company through the exercise by holders of outstanding options.  At March 31, 2001, the
proceeds which would have been received by the Company upon exercise of outstanding options
which were exercisable on that date were approximately $0.6 million.  There is no assurance that
such options will be exercised.24The Company's material cash commitments at March 31, 2001 consisted primarily of cash to be
used to complete the purchase and installation of equipment at its Orem location ($0.4 million)
and  current liabilities of $4.82 million both to be paid from funds generated from operations.
Current liabilities consisted of $2.42 million in accounts payable, $1.37 million in accrued payroll,
$0.51 million in accrued warranty and $0.52 million in other accruals.  The Company has also
entered into a lease agreement with a related party for its Orem production and office facility
under which it is obligated to pay $17,100 per month through March 2005.  The Company has
also entered into two lease agreements for Broda's production and office facilities under which it
is obligated to pay $14,000 Canadian (approximately US $9,000) per month through August
2002.  The Company also leases a facility from a related party in Elkhart, Indiana, for which the Company entered into
a five-year lease agreement on April 1, 1997 with monthly payments of $11,800.As described elsewhere herein, on February 1, 2001, the Company announced that it had retained
McDonald Investments, Inc.  The Company believes the current financial markets are not fairly
valuing the enterprise as a whole and has hired McDonald Investments to assist it in selling the
CenterCore business and in evaluating strategic alternatives for the Company as a whole,
including the possible sale of the entire enterprise or parts thereof.**Impact of Inflation and Environmental Regulations**The Company believes that inflation has not had a material effect on its operating results.
However, significant increases in the price of raw materials could have a material adverse impact
on the Company's results of operations.   In addition, compliance with environmental laws or
regulations has not had a material effect on the Company's operations.**Forward-Looking Statements and Factors That May Affect Future Results of Operations**Certain statements made in the "Business" and "Management's Discussion and Analysis" portions
of this filing are "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act").  In addition, when used in this filing, the
words or phrases "may," "will," "Management believes," "Company believes," "Company
intends," "estimates," "projects," "anticipates," "expects" and similar expressions are intended to
identify "forward-looking statements" within the meaning of the Reform Act.25Forward-looking statements contained herein include plans and objectives of management for
future operations, including plans and objectives relating to the products, marketing, customers,
product line expansions, manufacturing processes, sale of all or part of the Company,  and
potential acquisitions.  These forward-looking statements involve risks and uncertainties and are
based on certain assumptions that may not be realized.  Actual results and outcomes may differ
materially from those discussed or anticipated.  The forward-looking statements and associated
risks set forth herein and elsewhere in this filing relate to: (i) references to an expanding base of
new customers and increasing sales to new customers related to the Company's multipurpose
room furniture operations; (ii) references to current and future growth in the Company's
multipurpose room operations being largely dependent upon the Company's ability to successfully
introduce and market new product lines; (iii) statements that changes and improvements in the
Company's DO Group and CenterCore subsidiaries are being made and continue to be made and
are likely to continue for at least the next several months; (iv) references to the Company's efforts
to restructure management of the DO Group and CenterCore subsidiaries; (v) statements related
to the Company's anticipation that a major OEM customer will continue to place orders with the
Company; (vi) statements relating to the Company's efforts to sell the CenterCore product line
and plans to evaluate all strategic alternatives related to the DO Group and CenterCore
subsidiaries and that the Company has not yet decided to pursue a specific strategic alternative;
(vii) statements indicating that the Company has hired McDonald Investments to find a buyer for
CenterCore and assist the Company in evaluating strategic alternatives for the Company or parts
thereof, and the Company's belief it can recover at least the net book value of the remaining
CenterCore assets or use these assets in other product lines; (viii) statements indicating that
increasing fuel prices and a tightening labor market may continue to put pressure on the
Company's gross margins; (ix) statements relating to the Company's beliefs that cash flow from its
current operations, existing cash reserves, and available lines of credit will be sufficient to support
its working capital requirements to fund existing operations for at least the next twelve months;
(x) statements relating to continuing losses in the Company's DO Group and CenterCore
subsidiaries and working capital requirements related thereto; (xi) the Company's anticipation that
it will access the Company's line of credit from time to time to meet the cash flow requirements
for the business as a whole; (xii) the Company's anticipation that substantial investment of capital
and management resources will be required to improve DO Group and CenterCore's operations
regardless of the strategic alternatives explored or pursued by the Company; (xiii) statements
relating to the Company's possible need to raise additional capital if its cash flow from operations
and debt financing are insufficient to fund the Company's working capital requirements; (xiv)
other statements of the Company related to the operational difficulties in its DO Group and
CenterCore subsidiaries; and (xv) statements related to anticipated capital expenditures.26All forward-looking statements involve predictions and are subject to known and unknown risks
and uncertainties, including, without limitation, those discussed below as well as general
economic and business conditions, that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected.  Readers should not place undue
reliance on any such forward-looking statements, which speak only as of the date made.  The
considerations listed below and elsewhere in this filing could affect the Company's financial
performance and could cause the Company's actual results for future periods to differ materially
from any views or statements expressed with respect to future periods.  Important factors and
risks that might cause such differences, include, but are not limited to (a) the inability of
management to successfully install in a timely manner and operate adequate management
information systems in its DO Group and CenterCore subsidiaries leading to manufacturing
inefficiencies, higher material and labor costs, lower gross margins and profitability, inefficient or
inaccurate inventory management and continuing customer dissatisfaction; (b) the Company's
inability to increase sales, increase consumer confidence and restore DO Group's and
CenterCore's customer base; (c) the Company's inability to fund continuing losses at DO Group
and CenterCore; (d) the Company's inability for any reason to pursue a satisfactory strategic
alternative with respect to DO Group and CenterCore; (e) the Company's inability to find a buyer
for its DO Group and CenterCore businesses or to consummate such a sale on acceptable terms;
(f) the Company's inability to identify and pursue beneficial strategic alternatives for the Company
as a whole; (g) loss of important customer contracts; (h) limited management and key employee
resources; (i) the Company's inability to effectively restructure DO Group and CenterCore's
management team;  (j) declines in sales volumes and profit margins in the Company's core
businesses; (k) lower than expected revenue, revenue growth, cash flow and gross margins from
operations because of recent acquisitions (particularly DO Group and CenterCore) and any
operating and post acquisition integration challenges related thereto, adverse economic or
business conditions or the Company's inability, for any reason, to profitably introduce new
products or implement its marketing strategies in the healthcare seating, call center, and specialty
seating and office panel systems markets; (l) management's ability to manage effectively the
Company's growth; (m) the Company's ability to expand successfully into new markets such as in
the healthcare seating and seating accessories, call center, specialty seating and office panel
systems markets; (n) import restrictions and economic conditions in the Company's foreign
markets and foreign currency risks associated therewith; (o) increased competition in the
Company's existing and future markets; (p) the market's acceptance of products currently being
developed by the Company; (q) the Company's ability to maintain relatively low cost labor rates in
a period of lower unemployment; (r) the Company's ability to source a sufficient volume of
acceptable raw materials at current prices; (s) increased product warranty service costs if warranty
claims increase as a result of the Company's new product introductions or acquisitions or for any
other reason; (t) the Company's ability to refine and enhance the quality and productivity of its
manufacturing process and build its new manufacturing facility on a cost effective and timely
basis; (u) the Company's ability to manufacture and market at current margins high quality, high
performance products at competitive prices; (v) the Company's ability to locate and successfully
consummate and integrate acquisitions, if any, of complementary product lines or companies on
terms acceptable to the Company and effectively integrate such acquisitions into the Company's
operations; (w) the Company's ability to obtain waivers from its lenders, if needed, and the
continued availability of credit facilities; (x) the Company's ability to retain and maintain
relationships with key customers; and (y) the Company's inability to raise capital, if needed.  No
assurance can be given that the Company will be able to correct the current DO Group and
CenterCore operational problems or satisfactorily address or resolve any of the foregoing risks or
contingencies.In light of the significant uncertainties inherent in forward-looking statements, the inclusion of any
such statement should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved.  The Company disclaims any
obligation or intent to update any such factors or forward-looking statements to reflect future
events or developments.27**Item 7A.   Quantitative and Qualitative Disclosures About Market Risk**The Company manufacturers its products in the United States and Canada and sells its products in
those markets as well as in other countries.  Most of the Company's sales and expenses are
transacted in U.S. dollars with limited transactions occurring in Canadian dollars or other foreign
currencies.  For the year ended March 31, 2001, approximately 6.1 percent of the Company's net
sales, 3.8 percent of the Company's cost of products sold, and 6.1 percent of the Company's
operating expenses were denominated in currencies other than the U.S. dollar.  Foreign currency
exchange rate fluctuations did not have a material impact on the financial results of the Company
during fiscal 2001.  The Company generally does not hedge its foreign currency exposure.The economic impact of foreign exchange rate movements on the Company is complex because
such changes are often linked to variability in real growth, inflation, interest rates, governmental
actions and other factors.  The Company estimates that a 10 percent adverse change in foreign
exchange rates could have reduced operating profit by as much as $75,000 for the fiscal years
ended March 31, 2001 and 2000.  As mentioned above, this quantitative measure has inherent
limitations and the sensitivity analysis disregards the possibility of other effects that may offset
such adverse change.28**Item 8.Financial Statements and Supplementary Data**Index to Financial StatementsIndependent Auditors' Report
30Consolidated Balance Sheets as of March 31, 2001 and 2000
31Consolidated Statements of Operations for the fiscal years ended March 31,2001, 2000, and 1999
32Consolidated Statements of Stockholders' Equity for the fiscal years endedMarch 31, 2001, 2000, and 1999
33Consolidated Statements of Cash Flows for the fiscal years ended March31, 2001, 2000, and 1999
34Notes to Consolidated Financial Statements
3629Independent Auditors' ReportTo the Board of Directors and Shareholders of MITY Enterprises, Inc.:We have audited the accompanying consolidated balance sheets of MITY Enterprises, Inc.
(formerly Mity-Lite, Inc.) and subsidiaries as of March 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity, and cash flows for each of the three
years in the period ended March 31, 2001.   These financial statements are the responsibility of
MITY Enterprises' management.   Our responsibility is to express an opinion on these financial
statements based on our audits.   We did not audit the financial statements of DO Group, Inc. for
the years ended March 31, 2000 and 1999, MITY Enterprises' investment in which is accounted
for by use of the equity method.   MITY Enterprises' equity of $1,672,000 in DO Group's net
assets at March 31, 2000, and of $368,000 and $480,000 in DO Groups's net income for the
years ended March 31, 2000 and 1999, respectively, are included in the accompanying financial
statements.   The financial statements of DO Group, Inc. for the years ended March 31, 2000 and
1999 were audited by other auditors whose report has been furnished to us, and our opinion,
insofar as it relates to the amounts included for such company, is based solely on the report of
such other auditors.We conducted our audits in accordance with auditing standards generally accepted in the United
States of America.   Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits and the report of the other auditors provide a reasonable
basis for our opinion.In our opinion, based on our audits and the report of the other auditors, such consolidated
financial statements present fairly, in all material respects, the financial position of MITY
Enterprises, Inc. and subsidiaries at March 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended March 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.DELOITTE & TOUCHE LLPSalt Lake City, UtahMay 25, 200130Consolidated Balance SheetsMarch 31,
2001
2000ASSETSCurrent assets:Cash and cash equivalents
$ 4,857,000
$ 6,141,000Available-for-sale securities
1,180,000
--Accounts receivable, less
allowances of $802,000 atMarch 31, 2001 and
$1,179,000 at March 31,
2000
8,071,000
9,393,000Inventories
3,900,000
1,410,000Prepaid expenses and other
current assets
1,412,000
1,152,000Deferred income tax assets
1,698,000
234,000Total current assets
21,118,000
18,330,000Property and equipment, net
8,352,000
4,169,000Investment in affiliate
--
1,672,000Note receivable from affiliate
--
2,127,000Deferred income tax assets590,000
--Intangible assets, net
2,227,000
3,134,000$  32,287,000
$  29,432,000LIABILITIES AND STOCKHOLDERS' EQUITY

|Current liabilities: |                      |          
|-------------------- | -------------------- | ---------
|Bank line of credit  | $              
  -- | $ 319,000
|Accounts payable     | 2,420,000            | 2,227,000
|Accrued expenses     | 2,398,000            | 2,210,000

---

|Total current liabilities       | 4,818,000 | 4,756,000
|------------------------------- | --------- | ---------
|                                |           |          
|Deferred income tax liabilities | --        | 291,000  

---

|Total liabilities | 4,818,000 | 5,047,000
|----------------- | --------- | ---------

---

|Commitments and Contingencies (Note 11)                 | --         | --        
|------------------------------------------------------- | ---------- | ----------
|                                                        |            |           
|Stockholders' equity:                                   |            |           
|Preferred stock, par value $.10 per share; authorized   |            |           
|3,000,000 shares; no shares issued and outstanding      | --         | --        
|Common stock, par value $.01 per share; authorized      |            |           
|10,000,000 shares; issued and outstanding               |            |           
|5,083,796 shares at March 31, 2001 and 4,823,582 shares |            |           
|at March 31, 2000                                       | 51,000     | 48,000    
|Additional paid-in capital                              | 11,686,000 | 8,015,000 
|Retained earnings                                       | 15,796,000 | 16,187,000
|Accumulated other comprehensive income (loss)           | (64,000)   | 135,000   

---

|Total stockholders' equity | 27,469,000 | 24,385,000
|-------------------------- | ---------- | ----------

---

| | $ 32,287,000 | $ 29,432,000
| | ------------ | ------------

---

(See accompanying notes to financial statements)





31

---





Consolidated Statements of Operations

|Year EndedMarch 31, | 2001 | 2000 | 1999
|------------------- | ---- | ---- | ----

---

|Net sales             | $ 59,427,000 | $ 47,496,000 | $ 29,468,000
|--------------------- | ------------ | ------------ | ------------
|Cost of products sold | 42,122,000   | 29,127,000   | 18,122,000  

---

|Gross profit | 17,305,000 | 18,369,000 | 11,346,000
|------------ | ---------- | ---------- | ----------

---

|Operating expenses:        |            |           |          
|-------------------------- | ---------- | --------- | ---------
|Selling                    | 10,413,000 | 7,786,000 | 4,234,000
|General and administrative | 3,913,000  | 2,972,000 | 1,333,000
|Research and development   | 1,153,000  | 824,000   | 549,000  
|Goodwill impairment        | 1,882,000  | --        | --       

---

|Total operating expenses | 17,361,000 | 11,582,000 | 6,116,000
|------------------------ | ---------- | ---------- | ---------

---

|Income (loss) from operations | (56,000) | 6,787,000 | 5,230,000
|----------------------------- | -------- | --------- | ---------
|                              |          |           |          
|Other income (expense):       |          |           |          
|Interest expense              | (43,000) | (30,000)  | (10,000) 
|Investment income             | 142,000  | 342,000   | 442,000  
|Equity in income of affiliate | --       | 368,000   | 480,000  
|Other                         | 47,000   | (16,000)  | (38,000) 

---

|Total other income, net | 146,000 | 664,000 | 874,000
|----------------------- | ------- | ------- | -------

---

|Income before provision for income taxes | 90,000 | 7,451,000 | 6,104,000
|---------------------------------------- | ------ | --------- | ---------
|Provision for income taxes               | 86,000 | 2,751,000 | 2,174,000

---

|Net income | $4,000 | $ 4,700,000 | $ 3,930,000
|---------- | ------ | ----------- | -----------

---

|Basic earnings per share* | $0.00 | $0.98 | $0.81
|------------------------- | ----- | ----- | -----

---

|Weighted average number of common shares
  - |           |           |          
|-------------------------------------------- | --------- | --------- | ---------
|basic*                                       | 5,076,456 | 4,812,610 | 4,868,375

---

|Diluted earnings per share* | $0.00 | $0.92 | $0.78
|--------------------------- | ----- | ----- | -----

---

|Weighted average number of common and |           |           |          
|------------------------------------- | --------- | --------- | ---------
|common equivalent shares - diluted*   | 5,216,604 | 5,120,247 | 5,037,680

---





(See accompanying notes to financial statements)



32

---

Consolidated Statements of Stockholders' Equity*Common Stock Par-Value
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total Stockholders' EquityBalance at April 1, 1998
$49,000
$7,705,000
$9,065,000
$     
  --
$16,819,000Comprehensive income:Net income


3,930,000Unrealized gains on available-for-sale securities



5,000Foreign currency translation
50,000__________Total comprehensive income




3,985,000Issuance of 48,661 shares of commonstock from the exercise of options

144,000


144,000Issuance of 6,060 shares of commonstock to the Company's 401(k) plan

58,000


58,000Purchase and retirement of 110,874shares of common stock
(1,000)
(177,000)
(986,000)

(1,164,000)Tax benefit of employee stock options76,00076,000Balance at March 31, 1999
48,000
7,806,000
12,009,000
55,000
19,918,000Comprehensive income:Net income


4,700,000Unrealized losses on available-for-sale securities



(5,000)Foreign currency translation
85,000__________Total comprehensive income




4,780,000Issuance of 25,450 shares of commonstock from the exercise of options

128,000


128,000Issuance of 12,198 shares of commonstock to the Company's 401(k) plan

119,000


119,000Purchase and retirement of 48,750shares of common stock

(79,000)
(522,000)

(601,000)Tax benefit of employee stock options41,00041,000Balance at March 31,2000
48,000
8,015,000
16,187,000
135,000
24,385,000Comprehensive income:Net income


4,000Unrealized gains on available-for-sale securities



2,000Foreign currency translation
(201,000)__________Total comprehensive loss




(195,000)Issuance of 40,905 shares used to
  acquireDO Group, Inc.
1,000
677,000


678,000Issuance of 220,324 shares of commonstock from the
  exercise of options
2,000
2,126,000


2,128,000Issuance of 26,765 shares of commonstock to the Company's 401(k) plan

290,000


290,000Purchase and retirement of 27,780shares of common stock

(55,000)
(395,000)

(450,000)Tax benefit of employee stock options633,000633,000Balance at March 31,2001
$51,000
$11,686,000
$15,796,000
($64,000)
$27,469,000*Retroactively restated for the 3-for-2 stock split distributed September 23, 1999.(See
accompanying notes to financial statements)
33
Consolidated Statements of Cash FlowsYear Ended March 31,
2001
2000
1999CASH FLOWS FROM OPERATING ACTIVITIES:

Net income
$    4,000 
$ 4,700,000
$ 3,930,000Adjustments to reconcile net income tonet cash provided by operating activities:Depreciation and amortization
1,391,000
914,000
624,000Goodwill impairment
1,882,000
--
--Deferred tax expense
(875,000)
36,000
9,000Equity in income of affiliate
--
(368,000)
(480,000)Loss (gain) on disposal of property andequipment
(2,000)
(1,000)
30,000Tax benefit from exercise of stock options
633,000
41,000
76,000Changes in assets and liabilities (net of effects frompurchase of DO Group, CenterCore and Broda):Accounts receivable
4,870,000
(2,998,000)
(322,000)Inventories
1,969,000
(75,000)
146,000Prepaid expenses and other current assets
(102,000)
(726,000)
(28,000)Accounts payable
(2,025,000)
536,000
247,000Accrued expenses
(1,656,000)
155,000
665,000Net cash provided by operating activities
6,089,000
2,214,000
4,897,000CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities
(1,202,000)
(3,057,000)
(3,429,000)Sales of available-for-sale securities
21,000
6,950,000
743,000Proceeds from sale of property and equipment
19,000
295,000
26,000Purchases of property and equipment
(3,188,000)
(2,690,000)
(631,000)Note receivable from affiliate
19,000
199,000
(66,000)Cash received from affiliate
--
179,000
105,000Increase in acquisition advances
--
(158,000)
--Purchase of Broda Enterprises (net of cash acquired)
--
--
(2,011,000)Purchase of CenterCore (net of cash acquired)
--
(5,342,000)
--Purchase of DO Group (net of cash acquired)
(2,127,000)
--
--Net cash used in investing activities
(6,458,000)
(3,624,000)
(5,263,000)CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from exercise of stock options and issuanceof shares to the 401(k) plan
2,418,000
247,000
202,000Purchase and retirement of common stock
(450,000)
(601,000)
(1,164,000)Increase (decrease) in bank line of credit
(2,823,000)
21,000
107,000Decrease in long-term debt
(53,000)
(146,000)
(19,000)Net cash used in financing activities
(908,000)
(479,000)
(874,000)Effect of exchange rate changes on cash
(7,000)
1,000
3,000Net decrease in cash and cash equivalents
(1,284,000)
(1,888,000)
(1,237,000)Cash and cash equivalents at beginning of year
6,141,000
8,029,000
9,266,000Cash and cash equivalents at end of year
$ 4,857,000
$ 6,141,000
$ 8,029,000(See
accompanying notes to financial statements)34**Supplemental Disclosure of Cash Flow Information**Year Ended March 31,
2001
2000
1999
Cash paid during the year for income taxes
$ 1,264,000
$ 2,770,000
$ 1,994,000Cash paid for interest
43,000
30,000
10,000
**Supplemental Schedule of Noncash Investing and Financing Activities**DO Group Acquisition:In April of 2000, the Company acquired the remaining 50.1 percent interest in the DO Group, Inc.
for $2,127,000 in cash and 40,905 shares of the Company's common stock valued at the date of
purchase at $678,000.  These amounts, when added to its previous net investment of $1,412,000,
brought the Company's total investment to $4,217,000.  In conjunction with the acquisition,
liabilities were assumed as follows:Fair value of assets
  acquired
$ 12,101,000Cost in excess of fair value of assets
1,376,000Cash and stock paid for the capital stock
(4,217,000)Liabilities assumed
$   9,260,000
CenterCore Acquisition:In April of 1999, the Company acquired certain assets and obligations of The CenterCore Group,
Inc. for $5,342,000.  In conjunction with the acquisition, liabilities were assumed as follows:Fair value of assets acquired
$ 3,767,000Cost in excess of fair value of assets
2,063,000Cash paid for the assets
(5,342,000)Liabilities assumed
$   488,000
Broda Acquisition:In November of 1998, the Company purchased all of the capital stock of Broda Enterprises for
$2,099,000.  In conjunction with the acquisition, liabilities were assumed as follows:Fair value of assets acquired
$ 1,830,000Cost in excess of fair value of assets
1,162,000Cash paid for the capital stock
(2,099,000)Liabilities assumed
$   893,000(See accompanying notes to financial statements)

35
Notes to Consolidated Financial Statements**1.  Description of Business and Summary of Significant Accounting Policies**MITY Enterprises, Inc. (formerly Mity-Lite, Inc. and referred to as the "Company") designs and
manufactures multipurpose room furniture, specialty office seating and systems furniture, and
healthcare seating and markets these products in niche markets.  In addition, the Company
continues to pursue acquisitions of product lines or companies that will be complementary to the
Company's businesses.  The Company markets its products throughout the United States, Canada
and in certain foreign countries.  In August of 2000, the Company changed its name from Mity-Lite, Inc. to MITY Enterprises, Inc.**Investment in Unconsolidated Affiliate**For the years ended March 31, 2000 and 1999, the Company's investment in its unconsolidated
affiliate, DO Group, Inc., was accounted for using the equity method (see Note 4.  Investment in
and Note Receivable from Affiliate).  On April 1, 2000, the Company acquired the remaining
interest in DO Group and began reporting DO Group on a consolidated basis (see Note 5. Recent
Acquisitions).**Principles of Consolidation**The consolidated financial statements of the Company include the accounts of MITY Enterprises,
Inc. and its wholly-owned subsidiaries.  All significant intercompany accounts and transactions
have been eliminated.**Cash and Cash Equivalents**Cash and cash equivalents include highly liquid investments which have a term maturity not
greater than three months.**Available-for-Sale Securities**Debt securities, which consist of municipal bonds, corporate bonds and government agency
securities, are classified as available-for-sale.  When the fair value of available-for-sale securities
differs from the amortized cost, the resulting unrealized gain or loss is recorded as a component
of comprehensive income.  The amortization of premiums and discounts on debt securities in this
category are included in investment income and reflected in the amortized cost of the debt
securities.  The cost of securities sold during the period is based on the specific identification
method.  Interest on securities in this category are included in investment income.   At March 31,
2000, the Company did not own any available-for-sale securities.The contractual maturities of the available-for-sale securities held at March 31, 2001 are
summarized below:Amortized Cost
Fair ValueDue in one year or less
$   178,000
$   178,000Due after three through four years
1,000,000
1,002,000$1,178,000
$1,180,000**Inventories**Inventories are stated at the lower of cost, on a first in, first out basis, or market.36**Property and Equipment**Property and equipment are stated at cost.  Maintenance and repairs are charged to operations as
incurred, whereas major replacements and improvements are capitalized and subsequently
depreciated.  Depreciation and amortization on the Company's property and equipment are
provided on a straight-line basis over the estimated useful lives of the related assets as follows:Estimated UsefulLife (in years)Machinery and equipment
5 to 10Furniture and fixtures
3 to 5Leasehold improvements
5 to 15Buildings and improvements
30**Intangible Assets**Intangible assets represent goodwill and patents.  Goodwill that arose on the DO Group and
Broda acquisitions is amortized on a straight line basis over a twenty-year period.  Patents are
amortized over three years using a straight line basis.**Revenue Recognition**Revenue is recognized upon shipment of product.**Concentration of Credit Risk**Financial instruments which potentially subject the Company to concentrations of credit risk
consist primarily of trade receivables and cash equivalents.  In the normal course of business, the
Company provides credit terms to its customers.  Accordingly, the Company performs ongoing
credit evaluations of its customers and maintains allowances for possible losses which, when
realized, have been within the range of management's expectations.**Fair Value of Financial Instruments**The fair value of the note receivable from affiliate approximates its book value at March 31, 2000.
The fair value of available-for-sale securities exceeds cost by $2,000 as of March 31, 2001.  The
Company did not own any available-for-sale securities at March 31, 2000.  The carrying amount
reported in the balance sheets for cash and cash equivalents, accounts receivable, and accounts
payable approximates fair value because of the immediate or short-term maturity of these financial
instruments.**Income Taxes (see Note 10. Income Taxes)**MITY Enterprises uses an asset and liability approach for financial accounting and reporting for
income taxes.  Deferred income taxes are provided for temporary differences in the bases of assets
and liabilities as reported for financial statement purposes and income tax purposes.**Stock-Based Compensation**Statement of Financial Accounting Standards (SFAS) No. 123 "Accounting for Stock-Based
Compensation" requires expanded disclosures of stock-based compensation arrangements with
employees and encourages (but does not require) compensation cost to be measured based on the
fair value of the equity instrument awarded.  Since MITY Enterprises has decided to continue
applying Accounting Principles Board (APB) Statement No. 25 (as permitted by SFAS No. 123),
the appropriate required disclosure of the effects of SFAS No. 123 are included in Note 8.37**Use of Estimates**The preparation of these consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Significant estimates include the allowance
for doubtful accounts receivable, the reserve for obsolete inventory, and accruals for warranty
expense.  Actual results could differ from these estimates.**Long-Lived Assets**Impairment of long-lived assets is determined in accordance with SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and of Long-Lived Assets to be Disposed Of."  The
Company evaluates the carrying value of long-term assets based on current and anticipated
undiscounted cash flows and recognizes an impairment when such estimated cash flows will be
less than the carrying value of the asset.  Measurement of the amount of impairment, if any, is
based upon the difference between carrying value and fair value.During the year ended March 31, 2001, the Company announced it was seeking a potential buyer
of its CenterCore product line and determined that goodwill was impaired.  As a result, the
Company incurred a $1,882,000 charge during the current year to write off all of the goodwill
related to its CenterCore operations.  Other long-lived assets related to the CenterCore operations
include approximately $305,000 net book value of machinery and equipment.  The Company
believes it can recover at least the net book value of these assets in a sale or alternatively recover
the cost of these assets in producing and selling other product lines.  In addition to long-lived
assets, the Company has approximately $1.2 million in accounts receivable and $1.1 million in
inventory as of March 31, 2001 related to its CenterCore business.  The Company currently
believes it can recover at least the book value of such assets though ongoing collection efforts,
satisfying incoming orders and/or selling these assets to a potential buyer.  Sales for the
CenterCore business for the twelve months ended March 31, 2001 were approximately $5.4
million.**Comprehensive Income**In accordance with SFAS 130, "Reporting Comprehensive Income," the Company's
comprehensive income consists of foreign currency adjustments and unrealized holding gains and
losses on available-for-sale securities.  For the year ended March 31, 2001, net income exceeded
comprehensive income by $199,000.  Of this amount, $2,000 was related to a holding gain on
available-for-sale securities and $201,000 was related to foreign currency loss adjustments.  For
the year ended March 31, 2000, comprehensive income exceeded net income by $80,000.  Of this
amount, $5,000 was related to a holding loss on available-for-sale securities and $85,000 was
related to foreign currency gains.  For the year ended March 31, 1999, comprehensive income
exceeded net income by $55,000.  Of this amount, $5,000 was related to a holding gain on
available-for-sale securities, and $50,000 was related to foreign currency gains.**Reclassifications**Certain reclassifications have been made to the 2000 and 1999 balances to be consistent with the
2001 presentation.38**2.  Inventories**Inventories consisted of the following:March 31,
2001
2000Materials and supplies

$ 2,916,000
$   866,000Work-in-progress

197,000
170,000Finished goods

787,000
374,000$ 3,900,000
$ 1,410,000**3. Property and Equipment**Property and equipment consisted of the following:

March 31,
2001
2000Machinery and equipment


$ 4,916,000
$ 3,396,000Furniture and fixtures


2,122,000
1,514,000Leasehold improvements


683,000
677,000Construction work-in-progress


--
450,000Building


andimprovements
3,115,000
--Land and improvements


1,345,000
1,041,00012,181,000
7,078,000Less accumulated depreciation and amortization
(3,829,000)
(2,909,000)$ 8,352,000
$ 4,169,000**4. Investment in and Note Receivable from Affiliate**On March 31, 1997, the Company acquired a 49.9 percent equity interest in DO Group, Inc., a
privately-held manufacturer of office seating and office panel systems headquartered in Elkhart,
Indiana.  DO Group markets its products under the Domore , DO3, JG and Corel trade
names and has manufacturing facilities in Elkhart, Indiana and Marked Tree, Arkansas.  Relevant
financial information for the fiscal years ended March 31, 2000 and 1999 is summarized below:



Year Ended March 31,
2000
1999Net sales


$18,045,000
$15,139,000Net income


508,000
1,923,000Total assets


11,788,000
7,998,000Total liabilities


9,070,000
5,789,000MITY Enterprises' share of DO Group's net assets


1,356,000
1,102,00039
Included in DO Group's net sales for the year ended March 31, 2000 are $5,325,000 in inter-company sales to CenterCore, a wholly-owned subsidiary of MITY Enterprises.MITY Enterprises purchased its 49.9 percent equity interest for $750,000 in cash and the
payment of certain closing and due diligence costs totaling $118,000.Until April 1, 2000, when the Company acquired the remaining 50.1 percent, MITY Enterprises
utilized the equity method of accounting for its investment.  Under the equity method, MITY
Enterprises recognized its proportionate share of the earnings of DO Group as incurred.  For the
year ended March 31, 2000 and 1999, DO Group contributed $368,000 and $480,000,
respectively, to MITY Enterprises' pretax profit.As part of the initial acquisition, MITY Enterprises loaned $1,000,000 in a senior subordinated
note to a wholly-owned subsidiary of DO Group.  As of March 31, 2000, the outstanding balance
of the note had increased to $1,052,000 and was included in note receivable from affiliate.  The
note, which was subordinated to a financial institution's interest, was secured by inventories,
receivables, machinery and equipment, furniture and fixtures, real property, and all other assets of
DO Group.  The note matured on April 30, 2000 and bore interest at 10 percent payable
quarterly.  The Company believes the interest rate approximated the market rate of interest for
similar debt instruments negotiated at arms length.**5.  Recent Acquisitions**On April 1, 2000, MITY Enterprises acquired the remaining 50.1 percent interest in the DO
Group, Inc., a privately-held manufacturer of office seating and office panel systems
headquartered in Elkhart, Indiana.   DO Group markets its products under the Domore, DO3, JG
and Corel trade names.MITY Enterprises exchanged $2,127,000 in cash and 40,905 shares of MITY Enterprises
common stock valued at $678,000 for the remaining 50.1 percent of DO Group stock from the
DO Group shareholders.   In addition, MITY Enterprise  assumed approximately $1,000,000 in
long term debt and another $2,510,000 in a revolving credit line.   The acquisition was treated for
accounting purposes as a step purchase.   DO Group, Inc. is now a wholly-owned subsidiary of
MITY Enterprises, Inc.   Cash from the Company's general working capital was used to fund the
purchase.On April 1, 2000, the Company also created a new corporation called MLI Acquisition, Inc.
With the exception of cash, real property, certain deferred tax obligations, and investments in and
notes receivable from subsidiaries, all of the assets and liabilities of MITY Enterprises, Inc.  were
transferred to MLI Acquisition, Inc.  MLI Acquisition, Inc. has become the operating company
for the multipurpose furniture operations and is a wholly-owned subsidiary of the Company.  MLI
Acquisition, Inc. has since been renamed Mity-Lite, Inc.On April 9, 1999, the Company acquired certain assets and obligations of The CenterCore Group,
Inc., a privately-owned designer, manufacturer and marketer of call center furniture.Two wholly-owned subsidiaries of MITY Enterprises completed the transactions.   C Core, Inc., a
Utah corporation, purchased the accounts receivable, inventory, machinery and equipment,
intellectual property and certain other assets of The CenterCore Group, Inc. for approximately
$5,342,000.  C Core will continue to design and market call center furniture under the
CenterCore name.   In July 2000, product manufacturing was transitioned to DO Group, Inc.,
which was then a 49.9 percent-owned affiliate of the Company.   During the fiscal year ended
March 31, 2000, C Core purchased finished goods from DO Group, Inc. at an agreed upon
percentage in excess of cost at the time of shipment to the customer.  Effective April 1, 2000, DO
Group became a wholly owned subsidiary of the Company.40BOCCC, Inc., also a Utah corporation and wholly-owned subsidiary of the Company, purchased
the outstanding subordinated debt obligations of CenterCore for $500,000.   The outstanding
subordinated debt obligations of CenterCore totaled approximately $2,000,000 at closing.   Cash
from the Company's general working capital was used to fund the purchases.  The allocation of
the purchase price resulted in approximately $2,063,000 of goodwill.Effective November 1, 1998, the Company acquired 100 percent of the outstanding stock of
Broda Enterprises Inc., a privately-owned designer, manufacturer and marketer of healthcare
seating and seating accessories based in Waterloo, Ontario, Canada.  The transaction was treated
for accounting purposes as a purchase and accordingly, the Company has included the operating
results operations of Broda in the financial statements from November 1, 1998.In conjunction with this acquisition, the Company paid $2,099,000 in cash with $130,000 being
held in escrow for one year to offset the effect of any breaches of representations, warranties or
covenants made by the sellers.  The acquisition resulted in goodwill of $1,162,000.The unaudited pro forma results of operations of the Company for the year ended March 31,
2001, 2000 and 1999 (assuming the acquisition of Broda, CenterCore and DO Group had
occurred as of April 1, 1998) are as follows:

Fiscal Year Ended March 31, (unaudited)
2001
20001999Net sales


$59,427,000
$60,216,000
70,130,000Net income


7,000
5,026,000
3,773,000Basic earnings per share


0.00
1.04
0.77Diluted earnings per share


0.00
0.97
0.74**6.  Debt**The Company has an unsecured $4,000,000 line of credit with a bank which expires in July 2001
with interest at the bank's base rate (8.00 percent at March 31, 2001).  No balances were
outstanding on this line as of March 31, 2001 and 2000.The Company's wholly-owned subsidiary, Broda Enterprises had a line of credit, bearing interest
at Canadian prime (6.83 percent at March 31, 2001) which is secured by a General Security
Agreement, an assignment of insurance and guarantees by MITY Enterprises.  The limit on this
loan is $650,000.  At March 31, 2001, no balance was outstanding.Among other restrictions, both credit facilities require the maintenance of certain financial ratios
and levels of working capital.  As of March 31, 2001, the Company was in full compliance with
the loan covenants related to the Broda Enterprises credit facility.  However, the Company did
not meet the minimum quarterly net income required in the unsecured line of credit.  The
Company has obtained a waiver of this requirement from the bank.41**7.  Accrued Expenses**Accrued expenses consisted of the following:
March 31,
2001
2000Accrued payroll and payroll taxes

$ 1,367,000
$ 1,521,000Accrued warranty

511,000
270,000Other

520,000
419,000$ 2,398,000
$ 2,210,000**8.  Common Stock Options**At March 31, 2001, the Company has two stock incentive plans, the 1990 Stock Option Plan (the
"1990 Plan") and the 1997 Stock Incentive Plan (the "1997 Plan").  MITY Enterprises authorized
and reserved 750,000 shares of common stock for issuance under each of the plans.  The purchase
price for the shares under the Plans is equal to the fair value of the common stock at the date the
options are granted as determined by the closing price listed on The Nasdaq Stock Market
except for shareholders holding more than ten percent of the outstanding stock, whose options
are issued at a ten percent premium to the then current market value.  A table of stock option
activity is shown below:Number of Options
Weighted Average Exercise PriceOutstanding at April 1, 1998


577,691
$ 7.19Granted


210,975
10.45Exercised


(48,662)
2.95Forfeited


(29,151)
11.24Outstanding at March 31, 1999


710,853
8.28Granted


51,653
14.91Exercised


(25,450)
5.35Forfeited


(10,150)
9.74Outstanding at March 31, 2000


726,906
8.84Granted


229,435
7.63Exercised


(220,324)
9.66Forfeited


(46,875)
9.93Oustanding at March 31, 2001


689,142
$ 8.10Options exercisable at March 31, 2001, 2000 and 1999 were 366,294, 269,423, and 207,534,
respectively.  Options vest over a one- to four-year period and are generally exercisable over ten-years.42The following table summarizes the combined information from the 1990 and 1997 Plans' options
outstanding at March 31, 2001:Options Outstanding
Options ExercisableRange of Exercise Prices
Number Outstanding
Weighted Average Remaining Contractual Life (in years)
Weighted Average Exercise Price
Number Exercisable
Weighted Average Exercise Price
$1.82-$2.33
79,001
3.06
$2.07
79,001
$2.074.08-5.75
64,500
4.92
4.86
64,500
4.866.08-7.75
228,386
8.65
6.81
43,226
6.789.50-11.83
254,180
7.22
10.31
162,490
10.2812.96-13.08
9,000
8.48
12.98
2,989
12.9815.13-15.50
54,075
9.19
15.00
14,088
15.10
$1.82-$15.50
689,142
7.17
$ 8.10
366,294
$ 7.35MITY Enterprises has applied APB Opinion 25 and related Interpretations in accounting for its
Plans.  Accordingly, no compensation cost has been recognized for its stock option plans.  Had
compensation cost of MITY Enterprises' two stock-based compensation plans been determined
based on the fair value at the grant dates for awards under those plans consistent with SFAS No.
123, Mity-Lite's net income and earnings per share would have changed to the pro forma
amounts indicated below:
Year Ended March 31,
2001
2000
1999
Net income (loss):As reported
$     4,000
$ 4,700,000
$ 3,930,000Pro forma
(187,000)
4,413,000
3,675,000
Earnings (loss) per share - basic:As reported$0.00
$0.98
$0.81Pro forma
($0.04)
$0.91
$0.76





Earnings (loss) per share - diluted:As reported
$0.00
$0.92
$0.78Pro forma
($0.04)
$0.86
$0.73The fair value of each option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for grants in 2001,
2000 and 1999, respectively: expected volatility of 44 percent, 32 percent, and 30 percent, risk
free interest rates of 5.53 percent, 6.18 percent and 4.87 percent, and expected lives of one to
four years.  Under SFAS No. 123, the weighted average fair value per share of options issued
during the years ended March 31, 2001, 2000 and 1999 was $2.75, $4.37, and $4.05, respectively.
43**9.  Employee Benefit Plans**In January 1995, the Company established a defined contribution plan which qualifies under
Section 401(k) of the Internal Revenue Code.  The plan provides retirement benefits for
employees meeting minimum age and service requirements.  Participants may contribute up to 20
percent of their gross wages, subject to certain limitations.  The plan provides for discretionary
matching contributions by the Company, as determined by the Board of Directors.  The
discretionary amounts contributed to the plan for the years ended March 31, 2001, 2000 and 1999
were $87,000, $75,000, and $42,000, respectively.In October 1996, the Board of Directors reserved up to 37,500 shares of MITY Enterprises
common stock to be issued under the provisions of the 401(k) plan.  An additional 50,000 shares
of common stock were reserved in January 2000.  Shares are issued to the plan on a quarterly
basis.  The number of shares issued to the plan for the years ended March 31, 2001, 2000 and
1999 were 26,765, 12,198, and 6,060 respectively.  As of March 31, 2001, 55,105 shares had
been issued under the provisions of the plan.Substantially all of the Arkansas union shop employees are covered under a multi-employer
pension plan.  The current contribution rate is 22.5 cents for each hour compensated.  Pension
expense for the year ended March 31, 2001 was $33,000.**10.  Income Taxes**Income tax expense (benefit) consisted of the following components:

Year Ended March 31,
2001
2000
1999Current:Federal



$   566,000
$ 2,223,000
$ 1,792,000State


55,000
349,000
289,000Foreign



340,000
143,000
84,000
Total current
961,0002,715,0002,165,000Deferred:Federal


(785,000)
45,000
71,000State



(71,000)
4,000
7,000Foreign


(19,000)
(13,000)
(69,000)Total deferred



(875,000)
36,000
9,000$    86,000
$ 2,751,000
$ 2,174,00044
The tax provisions were at effective rates as follows:

Year Ended March 31,
2001
2000
  1999Federal statutory tax rates



34.0%
34.0%
34.0%State/provincial income taxes, net of federal benefit


3.3
3.3
3.3Foreign tax



39.0
0.3
0.2Goodwill
  amortization

48.2
--
--Meals and
  entertainment
20.8
0.1
0.1Foreign sale corporation


(49.1)
(0.4)
(0.4)Tax exempt interest



--
(0.4)
(1.6)Other


(0.6)
--
--95.6%
36.9%
35.6%The tax effects of temporary differences that give rise to significant portions of deferred tax assets
and deferred tax liabilities are as follows:

March 31,
2001
2000Current
Long Term
Current
Long TermDeferred tax assets:Allowance for doubtful accounts

$137,000


$ 49,000Inventory

381,000


2,000Vacation accrual

85,000


25,000Warranty reserve and accrual

259,000


158,000Goodwill impairment

667,000


--Net operating loss carryforward

121,000
$714,000
--AMT credit


31,000


--Other accruals

48,000


--Total

1,698,000
745,000
234,000Deferred tax liabilities:Depreciation and amortization


(155,000)


($ 32,000)Investment in affiliate


--


(259,000)Net deferred tax asset (liability)

$1,698,000
$590,000
$234,000
($291,000)**11.  Commitments**The Company leases a facility in Orem, Utah from a related party under an operating lease which
expires in March 2005 and is renewable at the then current market rates for an additional five
years.  The agreement requires minimum lease payments of $205,000 per year until expiration.45The Company leases two buildings in its Waterloo, Ontario, Canada location under an operating
lease which expires in July 2002.  The Company will then have the option of renewing the lease
for two years upon the same terms and conditions for an amount mutually agreed upon.  The
current agreement requires lease payments of $108,000 for fiscal year 2001 and $36,000 for the
first four months of fiscal year 2002.The Company also leases a facility
from a related party in Elkhart, Indiana, for which the Company entered into a five-year lease agreement on April 1, 1997 with monthly payments of
$11,800.  The agreement
requires minimum lease payments of $141,600 for the fiscal year 2001.

The Company rents delivery vehicles on an as needed basis.  The Company also has other month
to month lease agreements.Total rent expense was $564,000, $264,000, and $267,000 for the years ended March 31, 2001,
2000 and 1999, respectively.   At March 31, 2001, the Company has committed to purchasing
$208,000 in raw materials inventory.**12.  Business Segment Information**In accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information," management views the Company as being three business segments: multipurpose
room furniture, specialty office seating and systems furniture and healthcare seating.  The
multipurpose room furniture business segment manufactures and markets lightweight, durable,
folding leg tables, folding chairs, stacking chairs, lecterns,  and other related products.  The
specialty office seating and systems furniture business segment manufactures and markets dispatch
seating, big and tall seating, auditorium seating, open plan systems panel furniture, computer free
standing furniture, task seating, panel clusters and other related products.   The Company's
healthcare seating segment manufactures and markets healthcare chairs and related products.
The Company's healthcare seating segment represents all of the Company's foreign-based sales.Reportable segment data reconciled to the consolidated financial statements for the fiscal year
ended March 31, 2001, 2000 and 1999 are as follows:46Fiscal Year Ended March 31,



2001
2000
1999Net sales:Multipurpose room furniture
$37,837,000
$33,923,000
$28,132,000Specialty office seating and systems
17,224,000
10,101,000
--Healthcare seating
4,366,000
3,472,000
1,336,000$59,427,000
$47,496,000
$29,468,000Income (loss) from operations:Multipurpose room
  furniture
$6,351,000
$6,475,000
$5,173,000Specialty office seating and systems
(7,326,000)
(195,000)
--Healthcare seating
919,000
507,000
57,000$   (56,000)
$ 6,787,000
$ 5,230,000Total assets:Multipurpose room furniture
$14,254,000
$17,500,000
$20,422,000Specialty office seating and systems
15,318,000
8,918,000
--Healthcare seating
2,715,000
3,014,000
3,041,000$32,287,000
$29,432,000
$23,463,000Depreciation &
  amortization expense:Multipurpose room furniture
$ 799,000
$ 636,000
$ 555,000Specialty office seating and systems
426,000
110,000
--Healthcare seating
166,000
168,000
69,000$ 1,391,000
$  914,000
$  624,000Capital expenditures, net:Multipurpose room furniture
$2,910,000
$2,627,000
$  609,000Specialty office seating and systems
198,000
40,000
--Healthcare seating
80,000
23,000
22,000$ 3,188,000
$ 2,690,000
$   631,000**13.  Recently Issued Financial Accounting Standards**On July 7, 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133," an amendment of
FASB Statement No. 133 which establishes accounting and reporting standards for derivative
instruments and hedging activities and requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those instruments at fair
value.  SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
supersedes SFAS No. 80, "Accounting for Future Contracts," SFAS No. 105, "Disclosure of
Information about Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments
with Concentration of Credit Risk," and SFAS No. 119, "Disclosure about Derivative Financial
Instruments and Fair Value of Financial Instruments," and also amends certain aspects of other
SFASs previously issued.   SFAS No. 133, as amended by SFAS No. 137, is effective for all
quarterly and annual financial statements of fiscal years beginning after June 15, 2000.  The
adoption of SFAS 137 on April 1, 2001 did not have a significant impact on the Company.47In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin
No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements."  SAB 101 provides
guidance on applying generally accepted accounting principles to revenue recognition issues in
financial statements.  The Company adopted SAB 101 in the fourth quarter of fiscal 2001.  The
impact of adopting SAB 101 on the Company's results of operations and financial position was
not material.**14.  Stock Split**In August 1999, the Company's board of directors approved a 3-for-2 stock split to be effected as
a stock dividend.   One additional share of common stock was distributed on September 23, 1999
for every two shares held by stockholders of record as of September 9, 1999.   Fractional shares
created as a result of the stock split were paid in cash based upon the average of the bid and ask
price per share at the close of trading on September 9, 1999.   The effect of the stock split has
been retroactively reflected in all common shares and per share amounts in the financial
statements and notes as if the stock split had occurred prior to fiscal 1999.**15.  Quarterly Results of Operations (Unaudited)**Quarterly data (unaudited) for the years ended March 31, 2001, 2000 and 1999 is as follows:
Unaudited Quarterly Financial Information:(in thousands, except per share amounts)Q1 2001
Q2 2001
Q3 2001
Q4 2001Net sales
$16,561
$14,882
$13,321
$14,663Gross profit
4,506
3,769
4,500
4,530Income
    (loss) from operations
694
(194)
(802)
246Income
    (loss) before provision for income tax
705
(213)
(771)
369Net income
    (loss)
431
(118)
(486)
177Basic earnings
    (loss) per share
0.09
(0.02)
(0.10)
0.03Diluted earnings
    (loss) per share
0.08
(0.02)
(0.09)
0.0348









Q1 2000
Q2 2000
Q3 2000
Q4 2000Net sales
$11,223
$10,979
$11,723
$13,571Gross profit
 4,264
4,560
4,606
4,939Income from operations
1,431
1,789
1,779
1,788Income before provision for income tax
1,620
1,968
2,017
1,846Net income
1,106
1,235
1,274
1,175Basic earnings per share*
0.21
0.26
0.26
0.24Diluted earnings per share*
0.20
0.24
0.25
0.23Q1 1999
Q2 1999
Q3 1999
Q4 1999

Net sales
$7,664
$7,361
$6,812
$7,631Gross profit
2,753
2,815
2,733
3,045Income from operations
1,348
1,424
1,207
1,251Income before provision for income tax
1,586
1,684
1,380
1,454Net income
999
1,061
836
1,034Basic earnings per share*
0.20
0.22
0.17
0.21Diluted earnings per share*
0.20
0.21
0.17
0.21
* Retroactively restated for the 3-for-2 stock split distributed September 23, 1999.The Company's operating results for fiscal 2001 were adversely affected by its CenterCore and
DO Group subsidiaries, especially as it relates to their office systems operations located in
Marked Tree, Arkansas.  These operations have experienced various challenges including, but not
limited to material, labor and overhead cost increases related to outsourcing of component
fabrication, increasing obsolescence reserves, increasing customer services costs, operational
inefficiencies, lower sales volumes, and higher personnel costs resulting from these operational
difficulties.  In addition, the operation's management information systems where not adequately
implemented to fully support the operations when the Company acquired the business on April 1,
2000.Since acquiring and taking over the direct management of DO Group, the Company has worked
to identify and resolve operational and other problems.  The Company has taken action to reduce
the amount of losses being incurred at DO Group by reducing personnel costs through layoffs and
implementing more sound business practices.  The Company has devoted additional management
as well as outside consulting resources to the resolution of these problems.  The changes and
improvements being made in the DO Group and CenterCore subsidiaries are ongoing and will
likely continue for at least the next several months or until product lines are sold.  In December
2000, the Company announced it was seeking a buyer for the CenterCore product line and as a
result recorded a $1,882,000 goodwill impairment charge during the quarter ended December 31,
2000 (see Note 1.  Description of Business and Summary of Significant Accounting Policies).  In
February 2001, the Company announced that it had retained McDonald Investments, Inc. to
investigate strategic alternatives for the Company, including the sale of all or parts of the
Company.  With the assistance of McDonald Investments, the Company continues to evaluate the
possible sale of all or parts of the Company, including CenterCore and DO Group.During the fourth quarter of fiscal 2001, the Company recognized approximately $915,000 of
pretax charges related to inventory which the Company determined to be slow moving and/or
obsolete.  This determination was made as a result of product line reduction decisions and
anticipated future shipment estimates made during the quarter.  Approximately half of the charge
was related to the Company's specialty seating operations located in Elkhart, Indiana.  The other
half was related to the Company's CenterCore operations located in Marked Tree, Arkansas.49
**Item 9. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure**
None to report.**PART III****Item 10.  Directors and Executive Officers of the Registrant**
The information required by this Item is incorporated by reference to the sections of the
Company's Proxy Statement filed in connection with its 2001 Annual Meeting of Stockholders
entitled "Nominees" and "Directors and Executive Officers."**Item 11.  Executive Compensation**

The information required by this item is incorporated by reference to the section of the Company's
Proxy Statement filed in connection with its 2001 Annual Meeting of Stockholders entitled
"Executive Compensation."**Item 12.  Security Ownership of Certain Beneficial Owners and Management.**

The information required by this item is incorporated by reference to the section of the Company's
Proxy Statement filed in connection with its 2001 Annual Meeting of Stockholders entitled
"Security Ownership of Management and Others."**Item 13.  Certain Relationships and Related Transactions**

The information required by this item is incorporated by reference to the sections of the
Company's Proxy Statement filed in connection with its 2001 Annual Meeting of Stockholders
entitled "Executive Compensation" and "Certain Transactions."50**PART IV****Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K**
(A) ExhibitsIndex to
ExhibitExhibit No.


Description2.1


Contribution Agreement dated as of March 24, 1997 by and among Estate of
Chester E. Dekko, David Kebrdle, Dennis and Mary M. Kebrdle, Domenic and
Martha S. Federico, ChiCol Group, Inc., DO Group, Inc., Sican Corp., Sican II
Corp., DO Group Holding, Inc. and Mity-Lite, Inc. incorporated by reference to
the referenced exhibit number to the Company's Form 8-K dated March 31,
1997.2.2


Stock Purchase Agreement dated as of March 13, 1997 between Mity-Lite, Inc.
and Xaio, Inc. incorporated by reference to the referenced exhibit number to the
Company's Form 8-K dated March 31, 1997.2.3


Stock Purchase Agreement dated as of March 13, 1997 between Mity-Lite, Inc.
and Ellman Equities, Inc. incorporated by reference to the referenced exhibit
number to the Company's Form 8-K dated March 31, 1997.2.4


Stock Purchase Agreement dated as of March 13, 1997 between Mity-Lite, Inc.
and Key Equity Capital Corporation incorporated by reference to the referenced
exhibit number to the Company's Form 8-K dated March 31, 1997.2.5


Stock Purchase Agreement dated as of March 13, 1997 between Mity-Lite, Inc.
and National City Capital Corporation incorporated by reference to the
referenced exhibit number to the Company's Form 8-K dated March 31, 1997.2.6


Stock Purchase Agreement dated as of March 13, 1997 between Mity-Lite, Inc.
and Cardinal Development Capital Fund I incorporated by reference to the
referenced exhibit number to the Company's Form 8-K dated March 31, 1997.2.7


Term Loan Agreement dated as of March 24, 1997 between Mity-Lite, Inc. and
Sican Corp. incorporated by reference to the referenced exhibit number to the
Company's Form 8-K dated March 31, 1997.2.8


Put Agreement dated as of March 24, 1997 by and among Mity-Lite, Inc. and
Dennis Kebrdle, David Kebrdle, Domenic Federico, ChiCol Group, Inc., Sican II
Corp., and DO Group, Inc. incorporated by reference to the referenced exhibit
number to the Company's Form 8-K dated March 31, 1997.2.9


Stock Purchase Agreement dated as of November 20, 1998, by and among Mity-Lite Acquisition Corp. and Stephen E. Brotherston, Glenn C. Brotherston, Ian
D. Brotherston, Margaret E. Brotherston and Sandra L. Brotherston
incorporated by reference to the referenced exhibit number to the Company's
Form 8-K dated November 25, 1998.2.10


Asset Purchase Agreement dated as of April 9, 1999, by and among The
CenterCore Group, Inc., a Delaware Corporation, Fleet Capital Corporation, a
Rhode Island Corporation, and C Core, Inc., a Utah Corporation and wholly
owned subsidiary of Mity-Lite, Inc. incorporated by reference to the referenced
exhibit number to the Company's Form 8-K dated April 9, 1999.2.11


Form of Assignment Agreement by and among BOCCC, Inc., a Utah
Corporation and wholly owned subsidiary of Mity-Lite, Inc., and various parties
holding subordinated debt instruments of The CenterCore Group, Inc.  This form
of Assignment Agreement is substantially the same agreement that was signed by
BOCCC, Inc. and nine different subordinated debt holders incorporated by
reference to the referenced exhibit number to the Company's Form 8-K dated
April 9, 1999.
51
 Exhibit No.


Description2.12


Stock Purchase Agreement, By and Among DO Group Holding, Inc., David
Kebrdle, Mary M. Kebrdle, Martha S. Federico, Estate of Chester E. Dekko,
Dennis Kebrdle, Domenic Federico and Mity-Lite, Inc. dated March 17, 2000
incorporated by reference to the referenced exhibit number to the Company's
Form 8-K dated April 1, 2000.3.1


Amended and Restated Articles of Incorporation of the Registrant incorporated
by reference to the referenced exhibit number to the Company's Registration
Statement on Form SB-2, Reg. No. 33-76758-D.3.2


Amended and Restated Bylaws of the Registrant incorporated by reference to
the referenced exhibit number to the Company's Registration Statement on Form
SB-2, Reg. No. 33-76758-D.3.3


First Amendment to the Amended and Restated Bylaws of Registrant
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.4.1


Form of Stock Certificate incorporated by reference to the referenced exhibit
number to the Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.1


Revolving Note dated March 16, 1992 and Revolving Loan Agreement dated
March 16, 1992 between the Registrant and First Security Bank of Utah, N.A.
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.2


Modification Agreement dated March 16, 1993 between the Registrant and First
Security Bank of Utah, N.A. incorporated by reference to the referenced exhibit
number to the Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.3


Lease Agreement dated November 1, 1993 between the Registrant and the
Walter M. and Orpha M. Lewis Family Trust incorporated by reference to the
referenced exhibit number to the Company's Registration Statement on Form
SB-2, Reg. No. 33-76758-D.10.4


Trademark License dated November 23, 1993 between the Registrant and R.D.
Werner Co., Inc. incorporated by reference to the referenced exhibit number to
the Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.5


Solicitation, Offer and Award Contract between the Registrant and the General
Services Administration Federal Supply Service dated January 27, 1992 (issued
March 6, 1990) and Amendments thereto dated January 27, 1992 (effective July
16, 1990), January 27, 1992 (effective December 1, 1990), January 27, 1992
(effective December 28, 1991) and the Revision of August 24, 1992
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.6


Notice of Contract Award dated June 23, 1993 between the Registrant and the
Commonwealth of Virginia, Department of General Services Division of
Purchases and Supply incorporated by reference to the referenced exhibit number
to the Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.7


Agreement dated July 26, 1990 between the Registrant and the State of Utah,
Department of Administrative Services and Revisions thereto dated March 8,
1991, June 5, 1991, and May 19, 1992 and March 10, 1993 incorporated by
reference to the referenced exhibit number to the Company's Registration
Statement on Form SB-2, Reg. No. 33-76758-D.10.8


Agreement dated December 17, 1991 between the Registrant and the Air Force
Nonappropriated Fund Purchasing Office incorporated by reference to the
referenced exhibit number to the Company's Registration Statement on Form
SB-2, Reg. No. 33-76758-D.
52
 Exhibit No.


Description10.9


Purchasing Contract effective October 1, 1993 between the Registrant and The
Corporation of the Presiding Bishop of The Church of Jesus Christ of Latter-Day
Saints incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.10


Employment Agreement with attached Proprietary Information Agreement dated
effective as of May 21, 1993 between Registrant and Gregory L. Wilson
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.11


Employment Agreement with attached Proprietary Information Agreement dated
effective as of May 21, 1993 between Registrant and Stanley L. Pool
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.12


Employment Agreement with attached Proprietary Information Agreement dated
effective as of May 21, 1993 between Registrant and Kenneth A. Law
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.13


Employment Agreement with attached Proprietary Information Agreement dated
effective as of February 16, 1994 between Registrant and Brent Bonham
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.14


Employment Agreement with attached Proprietary Information Agreement dated
effective as of February 16, 1994 between Registrant and Bradley T Nielson
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.15


1990 Stock Option Plan, as amended and Form of Stock Option Agreements
incorporated by reference to the referenced exhibit number to the Company's
Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.16


Form of Indemnification Agreements between Registrant and officers and
directors of Registrant incorporated by reference to the referenced exhibit
number to the Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.17


Form of Lock-up Agreements with Shareholders incorporated by reference to
the referenced exhibit number to the Company's Registration Statement on Form
SB-2, Reg. No. 33-76758-D.10.18


Form of Confidentiality Agreement entered into with employees of the
Registrant incorporated by reference to the referenced exhibit number to the
Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.19


Key-Man Insurance Policy between the Company and Chubb Sovereign Life
Insurance Company incorporated by reference to the referenced exhibit number
to the Company's Registration Statement on Form SB-2, Reg. No. 33-76758-D.10.20


Distributor Agreement between the Company and Sebel Furniture Limited dated
February 14, 1994 incorporated by reference to the referenced exhibit number to
the Company's Form 10-KSB for the year ended March 31, 1994.10.21


Lease Agreement dated March 31, 1995 between the Company and the Walter
M. and Orpha M. Lewis Family Trust incorporated by reference to the
referenced exhibit number to the Company's Form 10-KSB for the year ended
March 31, 1995.10.22


Exclusive Distributor Agreement between the Company and Mobilite
International Limited (aka Mity-Lite (Europe) Limited) incorporated by
reference to the referenced exhibit number to the Company's Form 10-KSB for
the year ended March 31, 1995.
53
  Exhibit No.


Description10.23


Purchasing Contract effective October 1, 1995 between the Registrant and The
Corporation of the Presiding Bishop of The Church of Jesus Christ of Latter-Day
Saints incorporated by reference to the referenced exhibit number to the
Company's Form 10-QSB for the quarter ended December 31, 1995.10.24


Promissory Note dated December 6, 1995 between the Registrant and Zions
First National Bank incorporated by reference to the referenced exhibit number
to the Company's Form 10-QSB for the quarter ended December 31, 1995.10.25


Promissory Note dated October 27, 1995 between Registrant and First Security
Bank incorporated by reference to the referenced exhibit to the Company's Form
10-KSB for the year ended March 31, 1996.10.26


Summary Plan Description and Basic Plan Document for the 1995 Mity-Lite,Inc.
Employee Retirement Plan incorporated by reference to the referenced exhibit
number to the Company's Form 10-KSB for the year ended March 31, 1996.10.27


Promissory Note dated January 23, 1997  between the Registrant and Zions First
National Bank incorporated by reference to the referenced exhibit number to the
Company's Form 10-KSB for the year ended March 31, 1997.10.28


Modification Agreement (dated October 27, 1996) to Promissory Note dated
October 27, 1995 between the Registrant and First Security Bank incorporated
by reference to the referenced exhibit number to the Company's Form 10-KSB
for the year ended March 31, 1997.10.29


Lease Agreement Amendment dated October 31, 1996 between the Company
and the Walter M. and Orpha M. Lewis Family Trust incorporated by reference
to the referenced exhibit number to the Company's Form 10-KSB for the year
ended March 31, 1997.10.30


Promissory Note dated December 15, 1997  between the Registrant and Zions
First National Bank incorporated by reference to the referenced exhibit number
to the Company's Form 10-KSB for the year ended March 31, 1998.10.31


Modification Agreement (dated October 25, 1997) to Promissory Note dated
October 27, 1995 between the Registrant and First Security Bank incorporated
by reference to the referenced exhibit number to the Company's Form 10-KSB
for the year ended March 31, 1998.10.32


1997 Stock Incentive Plan and Form of Agreements incorporated by reference to
the referenced exhibit number to the Company's Form 10-KSB for the year
ended March 31, 1998.10.33


Promissory Note dated November 18, 1998 between the Registrant and Zions
First National Bank incorporated by reference to the referenced exhibit number
to the Company's Form 10-K for the year ended March 31, 1999.10.34


Promissory Note dated May 26, 2000 between the Registrant and Zions First
National Bank incorporated by reference to the referenced exhibit number to the
Company's Form 10-K for the year ended March 31, 2000.10.35


Form of Employment Agreement between the Company and its Executive
Officers.11.1


Statement Regarding Computation of Per Share Earnings.21


Subsidiaries of Registrant.23.1


Consent of Deloitte & Touche LLP.23.2


Consent of Crowe, Chizek and Company LLP.99


Independent Auditors' Report to the Directors of DO Group, Inc.
54
(B) Reports on Form 8-KForm 8-K filed on February 13, 2001 to report Company's third quarter financial results.Form 8-K filed on February 2, 2001 to report Company's retention of McDonald Investments to
explore strategic alternatives for the Company.(C) Financial Statement SchedulesSchedule II - Valuation and Qualifying AccountsAll other schedules have been omitted because they are not required, not applicable, or the
information is otherwise set forth in the financial statements or notes thereto.INDEPENDENT AUDITORS' REPORTTo the Board of Directors andShareholders of MITY Enterprises, Inc.:We have audited the consolidated financial statements of MITY Enterprises, Inc. and subsidiaries
(the Company) as of March 31, 2001 and 2000, and for each of the three years in the period
ended March 31, 2001, and have issued our report thereon dated May 25, 2001; such financial
statements and report are included elsewhere in this Form 10-K.  Our audits also included the
financial statement schedule of the Company, listed in Item 14.  This financial statement schedule
is the responsibility of the Company's management.  Our responsibility is to express an opinion
based on our audits.  In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as whole, presents fairly in all material
respects the information set forth therein.Deloitte & Touche LLPSalt Lake City, UtahMay 25, 200155MITY ENTERPRISES, INC. AND SUBSIDIARIESSCHEDULE II - VALUATION AND QUALIFYING ACCOUNTSFOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999Balance at Beginning of Period
      Additions Charged to Costs and Expenses
      Acquisitions from Acquired Companies
      Deductions from Reserves
      Balance at End of PeriodACCOUNTS RECEIVABLE ALLOWANCE:Year ended:
 March 31, 2001
    $1,179,000
    $  368,000
    $   93,000
    $  838,000
    $  802,000March 31, 2000
    395,000
    84,000
    988,000
    288,000
    1,179,000March 31, 1999
    259,000
    131,000
    25,000
    20,000
    395,000INVENTORY RESERVES:Year ended:
March 31, 2001
    $5,000
    $1,108,000
    $1,215,000
    $1,354,000
    $  974,000March 31, 2000
    5,000
    --
    --
    --
    5,000March 31, 1999
    5,000
    --
    --
    --
    5,000
56**SIGNATURES**In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orem, State
of Utah, on the 22th of June, 2001.MITY ENTERPRISES, INC.By: /s/ Gregory L. Wilson


 

Gregory L. Wilson, PresidentIn accordance with the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated:Signature

Title

Date/s/ Gregory L. WilsonGregory L. Wilson

Chairman of the Board,
President,and Director(Principal Executive Officer)

June 22, 2001/s/ Bradley T NielsonBradley T Nielson

Chief Financial Officer and ChiefOperating Officer (PrincipalFinancial and Accounting
Officer)

June 22, 2001/s/ Ralph E. CrumpRalph E. Crump

Director

June 22, 2001/s/ Peter NajarPeter Najar

Director

June 22, 2001/s/ C. Lewis WilsonC. Lewis Wilson

Director

June 22, 2001/s/ Hal B. HeatonHal B. Heaton

Director

June 22, 2001