DMI FURNITURE INC
10-Q, 1999-03-31
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 FEBRUARY 27, 1999

                          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 FEBRUARY 27, 1999 - 4,024,636

                                       1


<PAGE>


INDEX

Part I. Financial Information                                        PAGE

     Consolidated Balance Sheets - February 27, 1999
       and August 29, 1998                                           3, 4

     Consolidated Statements of Income - Three and Six Months
       Ended February 27, 1999 and February 28, 1998                    5

     Consolidated Statements of Cash Flows - Six Months Ended
       February 27, 1999 and February 28, 1998                       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


                                       2

<PAGE>


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


<TABLE>
<CAPTION>


                                                    Feb. 27,       Aug. 29,
ASSETS                                                1999           1998
- ------                                                ----           ----
<S>                                                 <C>           <C>
Current assets:
  Cash                                               $   577         $ 1,092
  Accounts receivable - net                           12,719          10,252
  Inventories (Note 4)                                16,275          16,296
  Other current assets                                   426             341
  Current portion of deferred income taxes (Note 2)      858             935
                                                     -------         -------
    Total current assets                              30,855          28,916

Property, plant and equipment - at cost (Note 1)      22,634          22,459
  Less accumulated depreciation                       11,152          10,522
                                                     -------          ------
    Net property, plant and equipment                 11,482          11,937

Other assets                                             459             476
                                                     -------          ------
Total Assets                                         $42,796         $41,329
                                                     -------          ------
                                                     -------          ------
</TABLE>

                                 See accompanying notes.


                                       3


<PAGE>


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


<TABLE>
<CAPTION>
                                                              Feb. 27,       Aug. 29,
LIABILITIES AND STOCKHOLDERS' EQUITY                            1999           1998
- ------------------------------------                            ----           ----
<S>                                                          <C>            <C>
Current liabilities:
  Trade accounts payable                                      $ 2,975        $ 3,521
  Accrued liabilities                                           2,552          3,128
  Long-term debt due within one year                            1,515          1,524
                                                              -------        -------
    Total current liabilities                                   7,042          8,173

Long-term liabilities:
  Long-term debt                                               22,477         21,393
  Accrued pension costs                                           735            807
  Deferred compensation                                           258            273
  Deferred income taxes (Note 2)                                  426            426
                                                              -------        -------
                                                               23,896         22,899

Stockholders' equity:
  Common stock                                                    402            389
  Additional paid-in capital                                   16,513         16,183
  Retained deficit                                             (4,794)        (6,052)
  Minimum pension liability                                      (263)          (263)
                                                              -------        -------
    Total stockholders' equity                                 11,858         10,257
                                                              -------        -------
Total liabilities and stockholders' equity                    $42,796        $41,329
                                                              -------        -------
                                                              -------        -------
</TABLE>

                               See accompanying notes.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>

                                     THREE MONTHS ENDED         SIX MONTHS ENDED
                                    --------------------      --------------------
                                    FEB 27,     FEB. 28,      FEB. 27,    FEB. 28,
                                     1999        1998          1999        1998
                                    -------     -------       -------     -------
<S>                                 <C>         <C>           <C>         <C>
Net sales                           $20,287     $12,785       $43,290     $30,224
Cost of sales                        16,156      10,156        34,153      23,460
                                    -------     -------       -------     -------
Gross profit                          4,131       2,629         9,137       6,764
Selling, general and
 administrative expenses              3,087       2,238         6,217       4,808
                                    -------     -------       -------     -------
Operating profit                      1,044         391         2,920       1,956
Interest expense (net)                 (441)       (206)         (894)       (465)
                                    -------     -------       -------     -------
Income before income taxes              603         185         2,026       1,491
Provision for income taxes (Note 2)    (229)        (69)         (767)       (565)
                                    -------     -------       -------     -------
Net income                             $374        $116        $1,259        $926
                                    -------     -------       -------     -------
                                    -------     -------       -------     -------
Net income applicable to 
 common stock                          $374         $83        $1,259        $773
                                    -------     -------       -------     -------
                                    -------     -------       -------     -------
Earnings per common share (Note 3):
  Basic                               $0.09       $0.03         $0.32       $0.24
                                    -------     -------       -------     -------
                                    -------     -------       -------     -------
  Diluted                             $0.08       $0.02         $0.29       $0.15
                                    -------     -------       -------     -------
                                    -------     -------       -------     -------
</TABLE>
                                See accompanying notes.


                                        5
<PAGE>


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

<TABLE>
<CAPTION>

                                                           Six Months Ended
                                                     Feb. 27,           Feb. 28,
                                                       1999               1998
                                                     -------            --------
<S>                                                  <C>                <C>
Cash flows from operating activities:
  Net income                                          $ 1,259             $  926
  Adjustments to reconcile net income to
   net cash provided (used) by
   operating activities:
    Depreciation and amortization                         633                536
    Deferred income taxes (Note 2)                         77                 56
    Pension costs                                         (72)              (126)
    Deferred compensation                                 (15)               (21)
    Changes in assets and liabilities:
      Accounts receivable                              (2,467)             1,467
      Inventories                                          21                518
      Other assets                                        (69)               (25)
      Trade accounts payable                             (546)               414
      Accrued liabilities                                (311)              (862)
                                                      -------             -------

     Total adjustments                                 (2,749)             1,957
                                                      -------             -------

     Net cash provided (used) by
      operating activities                             (1,490)             2,883
                                                      -------             -------
Cash flows (used) by investing activities:
  Capital expenditures                                   (178)            (1,337)
                                                      -------             -------
    Cash used by investing activities                    (178)            (1,337)
                                                      -------             -------
</TABLE>

                                      See accompanying notes.

                                       6

<PAGE>


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


<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                              Feb. 27,           Feb. 28,
                                                                1999               1998
                                                              -------            --------
<S>                                                          <C>                <C>
Cash flows provided (used) by financing activities:
  Borrowings from line of credit                              17,267             10,150
  Payments on line of credit                                 (15,550)           (11,504)
  Additions to long term debt                                      -              1,016
  Payments on long term debt                                    (642)              (577)
  Restricted cash                                                  -               (375)
  Proceeds from stock options exercised                           78                  1
  Dividends                                                        -               (100)
                                                              ------             ------
    Cash provided (used) by financing activities               1,153             (1,389)

Decrease  in cash                                               (515)               157
Cash - beginning of period                                     1,092                512
                                                              ------             ------
Cash - end of period                                         $   577             $  669
                                                              ------             ------
Cash paid for:
    Interest                                                 $   895             $  509
                                                              ------             ------
    Income taxes                                             $ 1,034             $  813
                                                              ------             ------
</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 February 27, 1999 and for the three and six 
months ended February 27, 1999 and February 28, 1998 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 1999 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:

          Building and Leasehold Improvements         8 - 35 yrs.
          Machinery and Equipment                     3 - 13 yrs.


(2)  Income Taxes

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

<TABLE>
<CAPTION>
                      Three Months Ended                   Six Months Ended
                    Feb. 27,      Feb. 28,            Feb. 27,         Feb. 28,
                      1999          1998                1999             1998
                     -----          ----                ----             ----
<S>                 <C>          <C>                  <C>              <C>
Current              $ 206        $  58                $ 690            $ 509
Deferred                23           11                   77               56
                     ------       -------              -----            -----
Total                $ 229        $  69                $ 767            $ 565
                     ------       -------              -----            -----
                     ------       -------              -----            -----
</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                    Six Months Ended
                                   Feb. 27,        Feb. 28,            Feb. 27,         Feb. 28,
                                     1999            1998                1999             1998
                                   -------         -------             -------          -------
<S>                                <C>             <C>                 <C>              <C>
Tax at 34% statutory rate           $ 205           $   63              $ 689            $ 507
State income taxes                     24                6                 78               58
                                    -----           ------              -----            -----
Income Taxes                        $ 229           $   69              $ 767            $ 565
                                    -----           ------              -----            -----
                                    -----           ------              -----            -----
</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                  Six Months Ended
                                       Feb. 27,           Feb. 28,          Feb. 27,       Feb. 28,
                                         1999               1998              1999           1998
                                       -------            -------           -------        -------
<S>                                    <C>                <C>               <C>            <C>
Net income                              $  374             $  116            $1,259         $  926
Less: preferred stock dividends              -                (33)                -           (153)
                                        ------              -----            ------         ------
Net income applicable to common stock   $  374             $   83            $1,259         $  773
                                        ------              -----            ------         ------
                                        ------              -----            ------         ------

Average common shares outstanding        3,977              3,165             3,940          3,160
Common stock equivalents-dilutive
  options (and convertible preferred
  stock for Feb. 28, 1998)                 506              2,918               460          2,920
                                        ------              -----            ------         ------
Average shares of common stock
  and equivalents outstanding            4,483              6,083             4,400          6,080
                                        ------              -----            ------         ------
                                        ------              -----            ------         ------
Basic earnings per share                $  .09              $ .03            $  .32         $  .24
(Net income applicable to common stock  ------              -----            ------         ------
  divided by average common shares      ------              -----            ------         ------
  outstanding)

Diluted earnings per share              $  .08              $ .02            $  .29         $  .15
(Net income divided by average shares   ------              -----            ------         ------
  of common stock and equivalents       ------              -----            ------         ------
  outstanding)
</TABLE>

                                       9
<PAGE>


         On August 28, 1998 the Company retired its Series C Preferred Stock. 
Of the 1,995,050 Series C shares outstanding, 1,557,593 shares were redeemed 
for $3.00 per share by the Company as stated in its Certificate of 
Incorporation, and 437,457 Series C shares were converted into 722,762 common 
shares at the option of the holders. The redemption was funded through term 
bank debt and cash.

(4)  Inventories

     Inventories were comprised of the following at February 27, 1999 and
August 29, 1998:

<TABLE>
<CAPTION>
                                               FEB. 27, 1999              AUG. 29,1998
                                               -------------              ------------
<S>                                            <C>                        <C>
    Finished Products                           $10,705,000                $10,898,000
    Work in Process                                 512,000                    512,000
    Raw Materials                                 5,058,000                  4,886,000
                                               -------------              ------------
                                                $16,275,000                $16,296,000
                                               -------------              ------------
                                               -------------              ------------
</TABLE>


(5)  Major customers

     The Company's customers include large furniture chain store retailers, 
wholesale clubs, catalog retailers, and independent distributors, as well as 
numerous smaller retailers. The Company's four largest customers accounted 
for approximately 45% and 50% of the Company's total sales for the three and 
six months periods, respectively, ended February 27, 1999. One customer, 
Sam's Club, a division of Wal-Mart Stores, Inc., accounted for more than 10% 
of the Company's total sales for the three and six month periods ended 
February 27, 1999. The loss of one or more of these customers at the same 
time could have a material adverse effect on the business of the Company. Six 
customers accounted for approximately 51% of the Company's total sales in 
fiscal 1998. As of February 27, 1999, one customer accounted for 
approximately 31% of total accounts receivable, and the Company expects that 
the account receivable from this particular customer will be collected in the 
normal course of business.

                                       10
<PAGE>

                            FORWARD-LOOKING STATEMENTS

The information set forth in "Management's Discussion and Analysis of 
Financial Condition and Results of Operations," 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 that adversely 
affect consumer perception of the Company's furniture products; general 
conditions in the capital markets or in the general economy; demographic 
changes that affect consumer purchases of furniture; 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 1998 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 second quarter of fiscal 1999 ended February 27, 
1999 increased approximately $7.5 million, or approximately 58% from the 
second quarter of fiscal 1998. This increase was primarily the result of 
increased sales of home office furniture, sales by the Company's Wynwood 
division, and substantially increased sales to a major customer. This 
increase was offset somewhat by decreased sales of promotional priced bedroom 
furniture. Sales of home office furniture increased approximately 170%; and 
sales of budget priced bedroom furniture decreased approximately 5%. 
Shipments by the Company's Wynwood division exceeded 10% of total sales for 
the quarter. This division was not yet shipping during the same quarter of 
the previous year. Although the Company expects that sales growth for 
comparable periods in the future is possible, the magnitude of any sales 
increases for comparable periods in the future will likely be less than the 
increases being reported for the three and six month periods in this report.

     Net sales for the six months of fiscal 1999 ended February 27, 1999 
increased approximately $13 million or approximately 43% from the first six 
months of fiscal 1998. This increase was primarily the result of increased 
sales of home office furniture, sales by the Company's Wynwood division, and 
substantially increased sales to a major customer. This increase was offset 
somewhat by decreased sales of promotional priced bedroom furniture and 
commercial office furniture. Sales of home office furniture increased 
approximately 102%; sales of budget priced bedroom furniture decreased 
approximately 9%; and sales of commercial office furniture decreased 
approximately 2%.


                                       11
<PAGE>


Gross Margin - The Company's gross margin in the second quarter of fiscal 
1999 was 20.4% compared to 20.6% in the second quarter of fiscal 1998. This 
slight decrease in gross margin was primarily the result of lower production 
levels in the Company's manufacturing plants due to reduced demand for the 
furniture manufactured by those plants, as well as lower margin sales mix 
than the previous year.

     The Company's gross margin in the first six months of fiscal 1999 
was 21.1% compared to 22.4% in the same period of fiscal 1998. This decrease 
in gross margin was primarily the result of the same reasons mentioned in the 
previous paragraph.

Selling, General and Administrative (S,G&A) Expense - For the second quarter of
fiscal 1999, S,G&A expense amounted to $3,087,000 or 15.2% of sales compared to
$2,238,000 or 17.5% of sales for the second fiscal quarter of 1998. 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.

     For the first six months of fiscal 1999, S,G&A expense amounted to 
$6,217,000 or 14.4% of sales compared to $4,808,000 or 15.9% of sales for the 
same period of fiscal 1998. 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.

Operating Profit - For the second quarter of fiscal 1999, operating profit was
$1,044,000 or 5.1% of sales, compared to $391,000 or 3.1% of sales for the same
period of fiscal 1998. This increase was a result of the substantial sales
increase, and the lower S,G&A expenses as a percent of sales, offset slightly by
the .2% decline in gross profit margin. Although the Company expects that
operating profit growth for comparable periods in the future is possible, the
magnitude of any operating profit increases for comparable periods in the future
will likely be less than the increases being reported for the three and six
month periods in this report.

     For the first six months of fiscal 1999, operating profit was $2,920,000 
or 6.7% of sales, compared to $1,956,000 or 6.5% of sales for the same period 
of fiscal 1998. This increase was a result of the substantial sales increase, 
and the lower S,G&A expenses as a percent of sales, offset somewhat by the 
decline in gross profit margin.

Interest Expense - For the second quarter of fiscal 1999, net interest was 
$441,000 compared to $206,000 for the second quarter of fiscal 1998. This 
increase was primarily the result of borrowings to finance higher levels of 
accounts receivable and inventory to support the sales growth, as well as 
borrowings to redeem the preferred stock in August 1998. Financing the 
redemption with debt replaced non-tax deductible dividends on the preferred 
stock with tax deductible interest. (See Note 3) During the first quarter of 
fiscal 1999, the Company implemented the use of interest rate swaps as a cash 
flow hedge to effectively fix the interest rate on part of its variable rate 
debt. As of February 27, 1999, $8 million of the Company's variable rate debt 
was subject to interest rate swaps.

     For the first six months of fiscal 1999, net interest was $894,000 
compared to $465,000 for the same period of fiscal 1998. The reasons for this 
increase are the same as in the preceding paragraph.


                                       12
<PAGE>


     Liquidity and Capital Resources - Demands for funds relate to payments 
for raw materials and other operating costs, debt obligations, and capital 
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 56 days for the first six months of fiscal 1999 
and 53 days for the same period of fiscal 1998. This increase was primarily 
the result of significant amounts outstanding to a major customer that the 
Company expects to collect in due course. The Company's average days of 
inventory on hand averaged 89 days for the first six months of fiscal 1999 
compared to 90 days for the same period of fiscal 1998.

Key elements of the Consolidated Statements of Cash Flows:

<TABLE>
<CAPTION>
                                                                         Six Months
                                                              1999                     1998
<S>                                                          <C>                     <C>
Net cash provided (used) by operating activities              $(1,490,000)            $2,883,000
Cash used for investing activities                               (178,000)            (1,337,000)
                                                              -----------              ---------
Net cash flows from operating and investing activities         (1,668,000)             1,546,000
Cash provided (used) by financing activities                    1,153,000             (1,389,000)
                                                              -----------              ---------
Net change in cash and cash equivalents                       $  (515,000)            $  157,000
                                                              -----------              ---------
                                                              -----------              ---------
</TABLE>


     During the first six months of fiscal 1999, the Company used cash flows 
for operating activities of $1,490,000 compared to cash flows provided of 
$2,883,000 the previous year. The comparatively strong operating cash flows 
in the previous year are primarily due to a large decrease in accounts 
receivable during the first six months of fiscal 1998 versus the accounts 
receivable increase in the current year resulting from the significant sales 
increase, particularly to one major customer. Investing activities required 
$178,000 during the first six months of fiscal 1999 and $1,337,000 during the 
first six months of fiscal 1998. The modest amount in the current year was 
primarily for routine manufacturing plant improvement expenditures, and the 
significant amount in the previous year was for the building project for the 
new Wynwood division. Financing activities provided $1,153,000 during the 
first six months of fiscal 1999 from the revolving line of credit, and 
financing activities used $1,389,000 during the same period of fiscal 1998 
primarily for payments on the revolving line of credit.

     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 $43,000 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.


                                       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 employs IBM AS400 
hardware, IBM OS400 operating system, and MAPICS manufacturing and production 
information control system for the large majority of its system needs, all of 
which was subject to the above mentioned certifications. The Company has 
tested this hardware and software and found its Year 2000 readiness to be as 
certified. The Company has not incurred any material costs in its Year 2000 
readiness plans nor does it anticipate any material costs in the future. The 
Company has received representations or certifications from its largest 
suppliers representing that they are Year 2000 compliant. In the event that 
any of the Company's larger suppliers are not Year 2000 compliant, the 
Company believes that a sufficient number of alternative sources exist to 
allow the Company to meet its raw material needs. The Company has received 
representations from customers representing approximately 50% of its annual 
sales that those customers are Year 2000 compliant. The Company has received 
representations from its primary depository and lender bank that they are 
Year 2000 compliant. Even given best efforts and execution of the 
aforementioned planning and testing, disruptions and unexpected business 
problems may occur as a result of the Year 2000 issue.


                                       14
<PAGE>


PART II.  OTHER INFORMATION

Item 3.  Legal Proceedings

     The Company is a defendant in various lawsuits arising in the normal 
course of business, including several environmental matters. The Company 
presently retains a reserve of approximately $43,000 against potential 
environmental liabilities. 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.

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

     The Company held its annual meeting of security holders on February 3, 
1999 at which security holders; (a) elected five directors of the Company for 
the ensuing year, and, (b) ratified the appointment of Arthur Andersen LLP as 
auditors for the 1999 fiscal year.

     Results of the voting in connection with these items were as follows:

ELECTION OF DIRECTORS

<TABLE>
<CAPTION>

                                    FOR        %                 AGAINST   %
<S>                              <C>          <C>               <C>       <C>
Donald D. Dreher                  3,200,267    81                3,055     0
Joseph G. Hill                    3,200,170    81                3,152     0
Joseph L. Ponce                   3,200,267    81                3,055     0
Thomas M. Levine                  3,200,267    81                3,055     0
David M. Martin                   3,200,267    81                3,055     0
</TABLE>


RATIFICATION OF ACCOUNTANTS

<TABLE>
<CAPTION>

          FOR     %                 AGAINST   %               ABSTAIN   %
          ---     -                 -------   -               -------   -
<S>                                 <C>      <C>             <C>        <C>
    3,200,379     81                 2,683    0               260        0
</TABLE>

     There were 3,203,322 shares of Common Stock represented present in 
person at the meeting constituting 82% of the 3,909,429 shares of Common 
Stock outstanding, therefore a quorum was present at the meeting.


                                       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:  March 31, 1999                  /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>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-28-1999
<PERIOD-START>                             AUG-30-1999
<PERIOD-END>                               FEB-27-1999
<CASH>                                             577
<SECURITIES>                                         0
<RECEIVABLES>                                    12942
<ALLOWANCES>                                       223
<INVENTORY>                                      16275
<CURRENT-ASSETS>                                 30855
<PP&E>                                           22634
<DEPRECIATION>                                   11152
<TOTAL-ASSETS>                                   42796
<CURRENT-LIABILITIES>                             7042
<BONDS>                                          22477
                                0
                                          0
<COMMON>                                           402
<OTHER-SE>                                       11456
<TOTAL-LIABILITY-AND-EQUITY>                     42796
<SALES>                                          43068
<TOTAL-REVENUES>                                 43290
<CGS>                                            33908
<TOTAL-COSTS>                                    34153
<OTHER-EXPENSES>                                  6182
<LOSS-PROVISION>                                    35
<INTEREST-EXPENSE>                                 894
<INCOME-PRETAX>                                   2026
<INCOME-TAX>                                       767
<INCOME-CONTINUING>                               1259
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1259
<EPS-PRIMARY>                                     0.32
<EPS-DILUTED>                                     0.29
        

</TABLE>


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