DMI FURNITURE INC
10-Q, 1998-07-09
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC  20549


                                        FORM 10-Q


           Quarterly Report Under Section 13 or 15 (d) of The Securities
                                Exchange Act of 1934


                           For the fiscal quarter ended May 30, 1998
                           -----------------------------------------

                               Commission File Number 0-4173
                               -----------------------------


                                     DMI FURNITURE, INC.
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)


             DELAWARE                                        41-0678467
             --------                                        ----------
      (State of incorporation)                        (IRS employer ID number)


             One Oxmoor Place, 101 Bullitt Lane, Louisville, Kentucky 40222
             --------------------------------------------------------------
                    (Address of principal executive offices)


         Registrant's telephone number with area code:   (502) 426-4351 Ext.227
                                                         ----------------------

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

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the last practicable date:
Class - Common Stock, Par Value $.10 per Share
- -----
Outstanding at May 30, 1998 - 3,167,251
- ---------------------------

<PAGE>

INDEX

<TABLE>
<CAPTION>
Part I. Financial Information                                           Page
                                                                        ----
<S>                                                                     <C>
     Consolidated Balance Sheets - May 30, 1998
       and August 30, 1997                                              3, 4

     Consolidated Statements of Operations - Three and Nine
       Months Ended May 30, 1998 and May 31, 1997                          5

     Consolidated Statements of Cash Flows - Nine Months Ended
       May 30, 1998 and May 31, 1997                                    6, 7

     Notes to Consolidated Financial Statements                        8 -10

     Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                       11-14

Part II. Other Information                                             15-16

Index to Exhibits

         27. Financial Data Schedule                                      17
</TABLE>

                                      2

<PAGE>

                         PART I. FINANCIAL INFORMATION
                              DMI FURNITURE, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                          May 30,     Aug. 30,
ASSETS                                                     1998         1997
- ------                                                     ----         ----
<S>                                                     <C>          <C>
Current assets:
  Cash                                                  $   520        $   512
  Restricted cash for debt payments                       1,619          1,080
  Accounts receivable - net                               9,247          9,149
  Inventories (Note 4)                                   14,457         12,262
  Other current assets                                      540            363
  Current portion of deferred income taxes (Note 2)         702            792
                                                        -------        -------
    Total current assets                                 27,085         24,158

Property, plant and equipment - at cost (Note 1)         22,344         20,436
  Less accumulated depreciation                          10,324          9,479
                                                        -------        -------
    Net property, plant and equipment                    12,020         10,957

Other assets                                                448            436
                                                        -------        -------
Total Assets                                            $39,553        $35,551
                                                        -------        -------
                                                        -------        -------
</TABLE>


                            See accompanying notes.

                                       3
<PAGE>

                              DMI FURNITURE, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  (Continued)
                            (Amounts in thousands)

<TABLE>
<CAPTION>

                                                         May 30,      Aug. 30,
LIABILITIES AND STOCKHOLDERS' EQUITY                      1998          1997
- ------------------------------------                      ----          ----
<S>                                                   <C>            <C>
Current liabilities:
  Trade accounts payable                                $ 2,960       $ 2,890
  Accrued liabilities                                     2,330         2,719
  Accrued dividends on preferred
   stock (Note 6)                                           459           399
  Long-term debt due within one year                      2,326         2,012
                                                        -------       -------
    Total current liabilities                             8,075         8,020

Long-term liabilities:
  Long-term debt                                         15,728        12,846
  Accrued pension costs                                     441           601
  Deferred compensation                                     292           321
  Deferred income taxes (Note 2)                            502           502
                                                        -------       -------
                                                         16,963        14,270

Stockholders' equity:
  Series C convertible preferred stock, $2 par value,
   1,995,050 authorized and outstanding                   3,990         3,990
  Common stock                                              317           315
  Additional paid-in capital                             15,378        15,341
  Retained deficit                                       (5,170)       (6,385)
                                                        -------       -------
    Total stockholders' equity                           14,515        13,261
                                                        -------       -------

Total liabilities and stockholders' equity              $39,553       $35,551
                                                        -------       -------
                                                        -------       -------
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>

                              DMI FURNITURE, INC.
                             STATEMENTS OF INCOME
                            (Amounts in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED        NINE  MONTHS ENDED
                                                        ----------------------     ---------------------
                                                        May 30,        May 31,     May 30,       May 31,
                                                         1998           1997        1998          1997
                                                         ----           ----        ----          ----
<S>                                                    <C>            <C>         <C>           <C>
Net sales                                               $16,008        $12,530     $46,232       $42,186

Cost of sales                                            12,251          9,339      35,711        32,160
                                                        -------        -------     -------       -------
Gross profit                                              3,757          3,191      10,521        10,026

Selling, general and
  administrative expenses                                 2,627          2,226       7,435         6,528

Plant closing reserve (Note 7)                                -              -           -          (118)
                                                        -------        -------     -------       -------
Operating profit                                          1,130            965       3,086         3,616

Interest expense (net)                                     (246)          (238)       (711)         (799)
Gain on sale of asset (Note 7)                                -            192           -           192
                                                        -------        -------     -------       -------
Income before income taxes                                  884            919       2,375         3,009

Provision for income taxes (Note 2)                        (335)          (349)       (900)       (1,143)
                                                        -------        -------     -------       -------
Net income (Note7)                                      $   549        $   570     $ 1,475       $ 1,866
                                                        -------        -------     -------       -------
                                                        -------        -------     -------       -------

Net income applicable to common stock                   $   442        $   470     $ 1,215       $ 1,541
                                                        -------        -------     -------       -------
                                                        -------        -------     -------       -------

Earnings per common share (Notes 3 & 7):

  Basic                                                 $  0.14        $  0.15     $  0.38       $  0.50
                                                        -------        -------     -------       -------
                                                        -------        -------     -------       -------

  Diluted                                               $  0.09        $  0.09     $  0.24       $  0.31
                                                        -------        -------     -------       -------
                                                        -------        -------     -------       -------

</TABLE>

               See accompanying notes.

                                       5
<PAGE>

                              DMI FURNITURE, INC.
                           STATEMENTS OF CASH FLOWS
                            (Amounts in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                          Nine Months Ended
                                                         May 30,      May 31,
                                                          1998         1997
                                                          ----         ----
<S>                                                   <C>           <C>
Cash flows from operating activities:
  Net income (Note 7)                                   $ 1,475       $ 1,866
  Adjustments to reconcile net income to
   net cash provided (used) by
   operating activities:
    Depreciation and amortization                           845           739
    Deferred income taxes (Note 2)                           90           332
    Pension costs                                          (160)         (133)
    Gain on sale of asset (Note 7)                            -          (192)
    Deferred compensation                                   (29)          (45)
    Changes in assets and liabilities:
      Accounts receivable                                   (98)          501
      Inventories                                        (2,195)       (1,702)
      Other assets                                         (189)          144
      Trade accounts payable                                 70          (194)
      Accrued liabilities (Note 7)                         (355)          773
                                                        -------       -------

     Total adjustments                                   (2,021)          223
                                                        -------       -------
     Net cash provided  by
      operating activities                                 (546)        2,089
                                                        -------       -------
Cash flows (used) by
 investing activities:
  Capital expenditures                                   (1,908)         (650)
  Proceeds from sale of asset (Note 7)                        -           192
                                                        -------       -------
    Cash used by investing
      activities                                         (1,908)         (458)
                                                        -------       -------

</TABLE>

                            See accompanying notes.

                                       6
<PAGE>

                              DMI FURNITURE, INC.
                           STATEMENTS OF CASH FLOWS
                                  (Continued)
                            (Amounts in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                           Nine Months Ended
                                                        May 30,        May 31,
                                                         1998           1997
                                                         ----           ----
<S>                                                    <C>            <C>
Cash flows provided (used) by
 financing activities:
  Borrowings from line of credit                         18,230         12,800
  Payments on line of credit                            (15,778)       (13,400)
  Additions to long term debt                             1,490              -
  Payments on long term debt                               (746)          (956)
  Restricted cash                                          (539)             -
  Proceeds from stock options exercised                       5            73
  Dividends                                                (200)             -
                                                        -------        -------
    Cash used by
     financing activities                                 2,462         (1,483)
                                                        -------        -------

Increase  in cash                                             8            148

Cash - beginning of period                                  512             97
                                                        -------        -------
Cash - end of period                                    $   520        $   245
                                                        -------        -------
                                                        -------        -------

Cash paid for:
  Interest                                              $   682        $   814
                                                        -------        -------
                                                        -------        -------

  Income taxes                                          $ 1,063        $   494
                                                        -------        -------
                                                        -------        -------
</TABLE>

                            See accompanying notes.

                                       7
<PAGE>

                              DMI FURNITURE, INC.

                  Notes to Consolidated Financial Statements


(1) Financial Statements and Organization

     The consolidated financial statements include DMI Furniture, Inc. and 
its wholly owned subsidiary, DMI Management, Inc.  ("Company").  The 
financial statements included herein at May 30, 1998 and for the three and 
nine months ended May 30, 1998 and May 31, 1997 are unaudited but include all 
adjustments which are, in the opinion of management, necessary to a fair 
presentation of the results of operations and financial position for the 
periods covered herein. These financial statements should be read in 
conjunction with the financial statements and notes thereto included in the 
Company's latest annual report on Form 10-K.

     The results of operations for the interim periods are not necessarily an 
indication of the results to be expected for the full 1998 fiscal year.

     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

     The specific useful lives of property, plant, and equipment are as 
follows:

<TABLE>
<CAPTION>

          <S>                                     <C>
          Building and Leasehold Improvements     8 - 35 yrs.
          Machinery and Equipment                 3 - 13 yrs.
</TABLE>

(2) Income Taxes

     Income tax expense (benefit) consisted of the following (in thousands):

<TABLE>
<CAPTION>

                        Three Months Ended    Nine Months Ended
                         May 30,   May 31,   May 30,     May 31,
                          1998      1997      1998        1997
                          ----      ----      ----        ----
<S>                      <C>       <C>       <C>         <C>

Current                   $301      $349      $810       $  811
Deferred                    34         0        90          332
                          ----      ----      ----       ------
Total                     $335      $349      $900       $1,143
                          ----      ----      ----       ------
                          ----      ----      ----       ------
</TABLE>

                                       8
<PAGE>

     The provision for income taxes differs from that computed at the federal 
statutory corporate tax rate as follows (in thousands):

<TABLE>
<CAPTION>

                                   Three Months Ended       Nine Months Ended
                                   May 30,     May 31,      May 30,     May 31,
                                    1998        1997         1998        1997
                                    ----        ----         ----        ----
<S>                                <C>         <C>          <C>         <C>

Tax at 34% statutory rate           $301        $312         $808       $1,023
State income taxes                    34          37           92          120
                                    ----        ----         ----       ------
Income Taxes                        $335        $349         $900       $1,143
                                    ----        ----         ----       ------
                                    ----        ----         ----       ------
</TABLE>

(3) Earnings Per Common Share

     In March 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 
128"). This standard modifies disclosure requirements for companies required 
to report earnings per share ("EPS") to include presentations of Basic EPS 
(which includes no dilution of common stock equivalents) and, if applicable, 
Diluted EPS (which reflects the potential dilution of common stock 
equivalents).  The standard was effective for the Company with the completion 
of its fiscal 1998 second quarter.

<TABLE>
<CAPTION>

                                           (Thousands except per share amounts)
                                       Three Months Ended        Nine Months Ended
                                       May 30,     May 31,      May 30,      May 31,
                                        1998        1997         1998         1997
                                        ----        ----         ----         ----
<S>                                   <C>         <C>          <C>          <C>
Net income                             $  549      $  570       $1,475       $1,866
Less: preferred stock dividends          (107)       (100)        (260)        (325)
                                       ------      ------       ------       ------
Net income applicable to common
  stock                                $  442      $  470       $1,215       $1,541
                                       ------      ------       ------       ------
                                       ------      ------       ------       ------

Average common shares outstanding       3,167       3,143        3,163        3,102
Common stock equivalents-dilutive
  options and convertible preferred
  stock                                 3,004       2,886        2,947        2,882
                                       ------      ------       ------       ------
Average shares of common stock
  and equivalents outstanding           6,171       6,029        6,110        5,984
                                       ------      ------       ------       ------
                                       ------      ------       ------       ------

Basic earnings per share               $  .14      $  .15       $  .38       $  .50
                                       ------      ------       ------       ------
                                       ------      ------       ------       ------
(Net income applicable to common stock
  divided by average common shares
  outstanding)
Diluted earnings per share             $  .09      $  .09       $  .24       $  .31
                                       ------      ------       ------       ------
                                       ------      ------       ------       ------
(Net income divided by average shares
  of common stock and equivalents
  outstanding)
</TABLE>

                                       9

<PAGE>

(4) Inventories

     Inventories were comprised of the following at May 30, 1998 and August 
30, 1997:

<TABLE>
<CAPTION>

                                May 30, 1998             August 30,1997
                                ------------             --------------
    <S>                         <C>                       <C>
    Finished Products           $ 9,008,000               $ 6,789,000
    Work in Process                 514,000                   514,000
    Raw Materials                 4,935,000                 4,959,000
                                -----------               -----------
                                $14,457,000               $12,262,000
                                -----------               -----------
                                -----------               -----------
</TABLE>

(5) Other matters

     The Company is currently subject to claims under federal and state 
environmental laws based on allegations that the Company had hazardous 
substances disposed of at three waste disposal sites.  After depositing 
$57,000 in a trust fund under the terms of a tentative settlement of claims 
arising from one site and paying its portion of preliminary investigation and 
remediation costs at the other two sites, the Company retains a reserve of 
approximately $45,000 against potential environmental liabilities.  Due to 
the limited nature of the Company's involvement in these environmental 
proceedings, the availability of certain defenses, and the involvement of 
many other parties with substantial financial resources in the proceedings, 
the Company does not anticipate, based on currently available information, 
that potential environmental liabilities arising from these proceedings are 
likely to exceed the amount of the Company's reserve by an amount that would 
have a material effect on the Company's financial condition, results of 
operations or cash flows.  Expenses for the year to date were not material.

(6) Dividends

     The dividends on Series C Preferred Stock accrued in a fiscal year are 
not payable until the following fiscal year.

(7)  Plant closing

     The Company permanently closed its Gettysburg, Pennsylvania 
manufacturing plant and warehouse facilities and consolidated the production 
and distribution activities of those operations into its Huntingburg, Indiana 
facilities during the second quarter of fiscal 1996.  Consolidation of 
production and warehousing into the Indiana facilities resulted in lower 
manufacturing and warehousing overhead and plant administrative costs. During 
the first quarter of fiscal 1997 the Company sold the Gettysburg, 
Pennsylvania warehouse and realized gross proceeds of approximately $130,000. 
Based upon this transaction approximately $118,000 of the book provision 
related to the initial recording of property, plant and equipment was not 
needed.  During the third quarter of fiscal 1997, the Company sold certain 
environmental permits associated with the closed Pennsylvania facility and 
realized approximately $192,000 of proceeds from the sale.


                                       10
<PAGE>

     The information set forth in "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" below and in the other 
portions of this report includes forward-looking statements about the 
Corporation and its business. For this purpose, the use of words such as 
"believes," "anticipates," "plans," "expects," and similar expressions are 
intended to identify forward-looking statements. Factors that realistically 
could cause results to differ materially from those projected in the 
forward-looking statements include the cyclical and seasonal nature of the 
furniture market; the availability and cost of raw materials and labor; 
availability, terms and  deployment of capital; events that disrupt the flow 
of goods from off-shore manufacturing sources; merchandising decisions by one 
or more of the Company's major customers that adversely affect their 
purchases of the Company's furniture products; changes in fashion or tastes; 
general conditions in the economy or capital markets; demographic changes; 
competition; and other factors identified in "Management's Discussion and 
Analysis of Financial Condition and Results of Operations" below, in "Item 1. 
Business" of the Company's 1997 Annual Report on Form 10-K, and in the 
Company's other filings with the Securities and Exchange Commission.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Revenue - Net sales for the third quarter of fiscal 1998 increased $3,478,000 
or 28% from the third quarter of fiscal 1997.  This increase was primarily 
the result of increased sales of commercial office and home office furniture, 
and substantially increased sales to a major customer. This increase was 
offset somewhat by decreased sales of promotional priced bedroom furniture. 
Office furniture sales increased approximately 8%; sales of home office 
furniture and other residential furniture including desks, desk chairs, wall 
systems, and occasional tables increased approximately 180%; and sales of 
budget priced bedroom furniture decreased approximately 10%.

     Net sales for the first nine months of fiscal 1998 increased $4,046,000 
or approximately 9.5% from the first nine months of fiscal 1997.  This 
increase was the result of the reasons mentioned above, further offset by 
decreased sales of a product line discontinued in fiscal 1997.   Office 
furniture sales increased by approximately 8%; sales of  home office 
furniture and other residential furniture including desks, desk chairs, wall 
systems, and occasional tables increased approximately 55%, and bedroom 
furniture decreased by approximately 12%.

Gross Margin - The Company's gross margin in the third quarter of fiscal 1998 
was 23.5% compared to 25.5% in the third quarter of fiscal 1997.   This 
decrease in gross margin was primarily the result of lower production levels 
and gross margins associated with the promotional 

                                       11
<PAGE>

bedroom furniture line as a result of weak demand, as well as lower margin 
sales mix than the previous year.

     The Company's gross margin in the first nine months of fiscal 1998 was 
22.8% compared to 23.8 % in the first nine months of fiscal 1997.   This 
decrease was primarily the result of the reasons mentioned in the preceding 
paragraph.

Selling, General and Administrative (S,G&A) Expense - For the third quarter 
of fiscal 1998, S,G&A expense amounted to $2,627,000 or 16.4% of sales 
compared to $2,226,000 or 17.8% of sales for the third fiscal quarter of 
1997.  This decrease as a percent of sales is primarily the result of the 
fixed nature of a majority of these expenses relative to the substantial 
sales increase, offset somewhat by the sales and marketing related start-up 
expenses of the new Wynwood division. For the first nine months of  fiscal 
1998, S,G&A expense amounted to $7,435,000 or 16.1% of sales compared to  
$6,528,000 or 15.5% of sales for the first nine months of fiscal 1997. This 
increase is primarily the result of the sales and marketing related start-up 
expenses of the new Wynwood division. On September 4, 1997 the Company 
announced the formation of the Wynwood division to market better quality 
imported wood furniture.  The sales and marketing related start-up expenses 
totaled approximately $200,000 and $630,000 during the third quarter and 
first nine months, respectively, of fiscal 1998.  These expenses had the 
affect of lowering diluted earnings per common share by $.02 for the third 
quarter and $.06 for the first nine months of fiscal 1998.

Interest Expense - For the third  quarter of fiscal 1998, net interest was 
$246,000 compared to $238,000 for the third quarter of fiscal 1997.  This 
increase was primarily the result of borrowings to finance higher levels of 
accounts receivable and inventory to support the sales growth.

     For the first nine months of fiscal 1998, net interest was $711,000 
compared to $799,000 for the first nine months of fiscal 1997, or a decrease 
of 11%.   This  decrease was the result of lower borrowing rates resulting 
from the Company's amended credit arrangements as well as lower rates in the 
financial markets, offset somewhat by the reason mentioned above.

     The Company permanently closed its Gettysburg, Pennsylvania 
manufacturing plant and warehouse facilities and consolidated the production 
and distribution activities of those operations into its Huntingburg, Indiana 
facilities during the second quarter of fiscal 1996.  Consolidation of 
production and warehousing into the Indiana facilities resulted in lower 
manufacturing and warehousing overhead and plant administrative costs. During 
the first quarter of fiscal 1997 the Company sold the Gettysburg, 
Pennsylvania warehouse and realized gross proceeds of approximately $130,000. 
 Based upon this transaction approximately $118,000 of the book provision 
related to the initial recording of property, plant and equipment was not 
needed. During the third quarter of fiscal 1997, the Company sold certain 
environmental permits associated with the closed Pennsylvania facility and 
realized approximately $192,000 of proceeds from the sale.

     Liquidity and Capital Resources - Demands for funds relate to payments 
for raw materials and other operating costs, debt obligations, accrued 
preferred stock dividends and capital 

                                       12
<PAGE>

expenditures.  The Company's ability to generate cash adequate to meet short 
and long-term needs is dependent on the collection of accounts receivable and 
from its ability to borrow funds. The Company's days of sales outstanding of 
accounts receivable averaged 54 days for the first nine months of fiscal 1998 
and 51 days for the first nine months fiscal 1997.  The Company's average 
days of inventory on  hand averaged 94 days for the first nine months of 
fiscal 1998 compared to 93 days for the first nine months of fiscal 1997.

Key elements of the Consolidated Statements of Cash Flows:

<TABLE>
<CAPTION>

                                                               Nine Months
                                                            1998          1997
                                                            ----          ----
<S>                                                     <C>           <C>

Net cash provided by operating activities               $  (546,000)  $ 2,089,000
Cash used for investing activities                       (1,908,000)     (458,000)
                                                        -----------   -----------
Net cash flows from operating and investing activities   (2,454,000)    1,631,000
Cash used by financing activities                         2,462,000    (1,483,000)
                                                        -----------   -----------
Net change in cash and cash equivalents                 $     8,000   $   148,000
                                                        -----------   -----------
                                                        -----------   -----------
</TABLE>

     During the first nine months of fiscal 1998 , the Company used cash 
flows for operating activities of $546,000 compared to cash flows provided of 
$2,089,000 the previous year. The cash flows used in the current year were 
primarily to finance increased inventories to support the new Wynwood 
division as well as to support higher sales of other furniture.  The cash 
flows from net income were lower in the current year primarily as a result of 
the start-up expenses of the new Wynwood division. Investing activities 
required $1,908,000 during the first nine months of fiscal 1998 and $458,000 
during the first nine months of fiscal 1997 primarily for capital 
expenditures.  The increased amount for the current year is primarily a 
result of the building project for the new Wynwood division.  Financing 
activities used $2,462,000 during the first nine months of fiscal 1998 
primarily for new borrowings for the building project and higher inventories 
previously mentioned, compared to funds used of $1,483,000 primarily in 
reduction of debt for the nine month period of the previous year.

     The Company is currently subject to claims under federal and state 
environmental laws based on allegations that the Company had hazardous 
substances disposed of at three waste disposal sites.  After depositing 
$57,000 in a trust fund under the terms of a tentative settlement of claims 
arising from one site and paying its portion of preliminary investigation and 
remediation costs at the other two sites, the Company retains a reserve of 
approximately $45,000 against potential environmental liabilities.  Due to 
the limited nature of the Company's involvement in these environmental 
proceedings, the availability of certain defenses, and the involvement of 
many other parties with substantial financial resources in the proceedings, 
the Company does not anticipate, based on currently available information, 
that potential environmental liabilities arising from these proceedings are 
likely to exceed the amount of the Company's reserve by an amount that would 
have a material effect on the Company's financial condition, results of 
operations or cash flows.  Expenses for the year to date were not material.   
See "Item 3. Legal Proceedings."

                                       13
<PAGE>

     The Company does not believe any events are probable which would 
materially change  its present liquidity position, which is adequate to 
satisfy known demands for funds  for operations and to pay bank and other 
debt.

     The Company has received certifications or representations from the 
vendors of its critical hardware, system software, and application software 
that those products are Year 2000 ready.  The Company considers itself to be 
Year 2000 systems ready in all material respects.

                                       14
<PAGE>

PART II.  OTHER INFORMATION

Item 3.   Legal Proceedings

      The Company is currently subject to claims under federal and state 
environmental laws based on allegations that the Company had hazardous 
substances disposed of at three waste disposal sites.  After depositing 
$57,000 in a trust fund under the terms of a tentative settlement of claims 
arising from one site and paying its portion of preliminary investigation and 
remediation costs at the other two sites, the Company retains a reserve of 
approximately $45,000 against potential environmental liabilities.  Due to 
the limited nature of the Company's involvement in these environmental 
proceedings, the availability of certain defenses, and the involvement of 
many other parties with substantial financial resources in the proceedings, 
the Company does not anticipate, based on currently available information, 
that potential environmental liabilities arising from these proceedings are 
likely to exceed the amount of the Company's reserve by an amount that would 
have a material effect on the Company's financial condition, results of 
operations or cash flows.  Expenses for the year to date were not material.

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

                                       15
<PAGE>

Item 6.   Exhibits and Reports on Form 8-K

        (a)  EXHIBITS

          27.  Financial Data Schedule



        (b)  REPORTS ON FORM 8-K

               None.







                                  SIGNATURES


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

                                        DMI FURNITURE, INC.
                                        (Registrant)


Date:  July 9, 1998                     /s/Joseph G. Hill
                                        --------------------------------------
                                        Joseph G. Hill
                                        Vice President-Finance,
                                        Chief Financial Officer,
                                        Secretary & Treasurer

                                       16


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
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<PERIOD-END>                               MAY-30-1998
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<SECURITIES>                                         0
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                                0
                                      3,990
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<EPS-PRIMARY>                                     0.38
<EPS-DILUTED>                                     0.24
        

</TABLE>


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