DMI FURNITURE INC
10-Q/A, 1999-08-31
WOOD HOUSEHOLD FURNITURE, (NO UPHOLSTERED)
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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q/A

          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


<PAGE>


INDEX

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>     <C>                                                                       <C>
Part I. Financial Information

        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
</TABLE>

                  The Company has restated its results for the three and six
months ending February 27, 1999 resulting from a change in accounting for
inventory cutoff for these periods. See Note 6.


                                       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)                                       15,811          16,296
  Other current assets                                          426             341
  Current portion of deferred income taxes (Note 2)             858             935
                                                           --------         -------
    Total current assets                                     30,391          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                                                $42,332         $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                                         2,222           3,128
  Long-term debt due within one year                          1,515           1,524
                                                           --------        --------
    Total current liabilities                                 6,712           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                                           (4,928)         (6,052)
  Minimum pension liability                                    (263)           (263)
                                                           --------        --------
    Total stockholders' equity                               11,724          10,257
                                                           --------        --------

Total liabilities and stockholders' equity                  $42,332         $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                                 16,342          10,156          34,617          23,460
                                             -------         -------         -------         -------

Gross profit                                   3,945           2,629           8,673           6,764

Selling, general and
  administrative expenses                      2,988           2,238           5,970           4,808
                                             -------         -------         -------         -------

Operating profit                                 957             391           2,703           1,956

Interest expense (net)                          (441)           (206)           (894)           (465)
                                             -------         -------         -------         -------

Income before income taxes                       516             185           1,809           1,491

Provision for income taxes (Note 2)             (196)            (69)           (684)           (565)
                                             -------         -------         -------         -------

Net income                                      $320            $116          $1,125            $926
                                             -------         -------         -------         -------
                                             -------         -------         -------         -------

Net income applicable to common stock           $320             $83          $1,125            $773
                                             -------         -------         -------         -------
                                             -------         -------         -------         -------

Earnings per common share (Note 3):

                Basic                          $0.08           $0.03           $0.29           $0.24
                                             -------         -------         -------         -------
                                             -------         -------         -------         -------

                Diluted                        $0.07           $0.02           $0.26           $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                                                 $1,125            $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                                               485             518
      Other assets                                              (69)            (25)
      Trade accounts payable                                   (546)            414
      Accrued liabilities                                      (641)           (862)
                                                             -------         -------

      Total adjustments                                      (2,615)          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            $173        $ 58            $607        $509
Deferred             23          11              77          56
                   ----        ----            ----        ----
Total              $196        $ 69            $684        $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            $175             $ 63                 $615             $507
State income taxes                     21                6                   69               58
                                     ----             ----                 ----             ----
Income Taxes                         $196             $ 69                 $684             $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                                    $320            $116             $1,125             $926
Less: preferred stock dividends                 --             (33)                --             (153)
                                           -------         -------            -------          -------
Net income applicable to common stock         $320             $83             $1,125             $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                      $.08            $.03               $.29             $.24
(Net income applicable to common stock     -------         -------            -------          -------
  divided by average common shares         -------         -------            -------          -------
  outstanding)
Diluted earnings per share                    $.07            $.02               $.26             $.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                         $10,241,000               $10,898,000
    Work in Process                               512,000                   512,000
    Raw Materials                               5,058,000                 4,886,000
                                              -----------               -----------
                                              $15,811,000               $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.

(6) Subsequent event

         The financial statements and footnote disclosures as of February 27,
1999 and for the three and six month periods then ended have been restated
for a reduction in inventory resulting from a change in accounting for
inventory cutoff during this period. This had the effect of reducing reported
net income by approximately $54,000 and $134,000 for the three months and six
months ended February 27, 1999 and basic and diluted earnings per share by
$.01 and $.03, respectively. Such restatement had an immaterial effect on the
Company's financial position and had no effect on cash flow.


                                       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


                                       11
<PAGE>


of budget priced bedroom furniture decreased approximately 9%; and sales of
commercial office furniture decreased approximately 2%.

Gross Margin - The Company's gross margin in the second quarter of fiscal
1999 was 19.4% 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 20.0% 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 $2,988,000 or 14.7% 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
$5,970,000 or 13.8% 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 $957,000 or 4.7% 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
$2,703,000 or 6.2% 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.


                                       12
<PAGE>


         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.

         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


                                       13
<PAGE>


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 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>       <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:  August 31, 1999                              /s/Joseph G. Hill
                                                    --------------------------
                                                       Joseph G. Hill
                                                       Vice President-Finance,
                                                       Chief Financial Officer,
                                                       Secretary & Treasurer


                                       16



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          AUG-28-1999
<PERIOD-START>                             AUG-30-1998
<PERIOD-END>                               FEB-27-1999
<CASH>                                             577
<SECURITIES>                                         0
<RECEIVABLES>                                   12,942
<ALLOWANCES>                                       223
<INVENTORY>                                     15,811
<CURRENT-ASSETS>                                30,391
<PP&E>                                          22,634
<DEPRECIATION>                                  11,152
<TOTAL-ASSETS>                                  42,332
<CURRENT-LIABILITIES>                            6,712
<BONDS>                                         22,477
                                0
                                          0
<COMMON>                                           402
<OTHER-SE>                                      11,322
<TOTAL-LIABILITY-AND-EQUITY>                    42,332
<SALES>                                         43,068
<TOTAL-REVENUES>                                43,290
<CGS>                                           34,372
<TOTAL-COSTS>                                   34,617
<OTHER-EXPENSES>                                 5,935
<LOSS-PROVISION>                                    35
<INTEREST-EXPENSE>                                 894
<INCOME-PRETAX>                                  1,809
<INCOME-TAX>                                       684
<INCOME-CONTINUING>                              1,125
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,125
<EPS-BASIC>                                       0.29
<EPS-DILUTED>                                     0.26


</TABLE>


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