WINSLOEW FURNITURE INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the fiscal year

ended December 31, 2002

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

For the transition period from to

Commission file number 0-25246
BROWN JORDAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

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

1801 NORTH ANDREWS AVENUE, POMPANO BEACH, FLORIDA 33069
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:
(954) 960-1100

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

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

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

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

Indicate by check mark whether the registrant is an accelerated filer as defined
in Exchange Act Rule 12b-2). Yes___ No_X_

The number of shares of Common Stock, $.01 par value per share, of the
registrant outstanding as of March 31, 2003 was 1,000. The registrant has no
securities registered pursuant to Sections 12(b) or 12(g) nor are any securities
listed or trading on any market. The registrant files periodic reports under the
Securities Exchange Act of 1934 solely to comply with a requirement under that
certain Indenture related to the 12 3/4% Senior Subordinated Notes due 2007, as
amended.

INDEX TO ITEMS
Page
PART I

ITEM 1. Business 3
ITEM 2. Properties 18
ITEM 3. Legal Proceedings 20
ITEM 4. Submission of Matters to a Vote of Security
Holders 20

PART II

ITEM 5. Market for the Registrant's Common Equity and
Related Stockholder Matters 20
ITEM 6. Selected Financial Data 21
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 23
ITEM 7A. Quantitative and Qualitative Disclosures About
Market Risk 36
ITEM 8. Financial Statements and Supplementary Data 37
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 66

PART III

ITEM 10. Directors and Executive Officers of the
Registrant 67
ITEM 11. Executive Compensation 70
ITEM 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 75
ITEM 13. Certain Relationships and Related Transactions 76

PART IV

ITEM 14. Controls and Procedures 79
ITEM 15. Exhibits, Financial Statement Schedules, and

Reports on Form 8-K 79
Signatures 85

PART I

ITEM 1. BUSINESS

Prior to the 2001 acquisition of the entity formerly known as Brown Jordan
International, Inc. ("Former Brown Jordan"), WinsLoew Furniture, Inc.
("WinsLoew") completed a recapitalization transaction wherein, WinsLoew became a
wholly-owned subsidiary of a new holding company called WLFI Holdings, Inc.
("Holdings"), a Florida corporation.

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

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

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

On April 23, 2002, the Board of Directors voted to change the name of
WinsLoew to Brown Jordan International, Inc. ("BJI or the "Company"). This name
change acknowledges that Brown Jordan is one of the most recognized names in the
industry and expresses the Company's commitment to build upon that image and
fine reputation which Brown Jordan has earned as the preeminent brand in luxury
leisure furniture.

GENERAL

BJI is one of the premier designer, manufacturer and marketer of fine
luxury retail and contract furnishings. Our brand names include Brown Jordan,
Pompeii, Winston, Vineyard, Atlantis, Stuart Clark, Casual Living, Tradewinds,
Loewenstein, Charter, Lodging by Charter, Woodsmiths, Wabash Valley, Texacraft,
and Tropic Craft. Our retail product offerings includes chairs, chaise lounges,
tables, umbrellas, cushions and related accessories, which are generally
constructed from aluminum, wood or fiberglass. Our contract products include
those same type products in addition to wood, metal and upholstered chairs,
sofas and loveseats, which are offered in a wide variety of finish and fabric
options to the contract market. In addition, our contract line includes a
variety of tables, chairs, benches and swings for the site amenity market. All
of our furniture products, excluding Wabash, are manufactured pursuant to
customer orders. We sell our furniture products in the retail market to both
specialty and national accounts and in the contract market to commercial and
institutional users.

Business

We market our products focusing on a retail distribution channel and a
contract distribution channel. In the retail channel, we service specialty
stores, traditional furniture stores and national accounts. The specialty
furniture products are distributed under the Brown Jordan, Winston, Pompeii,
Vineyard, Atlantis, Stuart Clark, Casual Living and Tradewinds brand names
through independent sales representatives and to customers, which are primarily
specialty patio furniture stores and traditional furniture stores located
throughout the United States. In addition, we market our casual products to
national accounts under the Casual Living and Samsonite brand names.

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

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

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

We were incorporated in the state of Florida on September 23, 1994. Our
principal executive offices are located at 1801 North Andrews Avenue, Pompano
Beach, Florida, and our telephone number is (954) 960-1100.

History

We were formed in 1994 through the merger of Winston Furniture Company,
Inc., a designer, manufacturer and distributor of casual furniture for both the
residential and contract and hospitality markets, and Loewenstein Furniture
Group, Inc., a manufacturer of seating products for the contract and hospitality
markets and of ready-to-assemble furniture products, with and into WinsLoew
Furniture, Inc., a newly-formed corporation that was organized for the purpose
of the merger. Prior to that merger, Winston and Loewenstein were publicly held
corporations whose common stock traded on the NASDAQ National Market. From
December 1994 through August 1999, we were a publicly held corporation, and our
common stock traded on the NASDAQ National Market.

During the fourth quarter of 1995, we disposed of the assets of our office
seating business. During the third quarter of 1997, we disposed of certain
assets of our wrought iron furniture manufacturing business in the casual
furniture product line. During 1997, we adopted a plan to dispose of our three
ready-to-assemble furniture businesses and recorded a pretax non-cash charge
totaling $12.4 million in the fourth quarter of 1997 relating to the disposal of
our ready-to-assemble operations. During 1998, we sold one of the businesses,
completed the liquidation of a second, our futon business, and decided to retain
the third ready-to-assemble business, Southern Wood, due to improved
profitability and, accordingly, have reclassified our Southern Wood results to
continuing operations.

During the third quarter of 1998, we acquired the stock of Tropic Craft, a
manufacturer of aluminum casual outdoor furniture sold into contract markets.

In July 1999, we acquired all of the stock of Pompeii, a manufacturer of
upper-end aluminum casual furniture sold into the contract and residential
markets.

In March 2000, we acquired all of the stock of Wabash Valley Manufacturing,
a manufacturer of site amenity furniture sold into the institutional and
corporate markets.

On June 16, 2000 the Company purchased certain assets of Stuart Clark, Inc.
and its affiliates. Stuart Clark is a manufacturer of mid price point
upholstered furniture for the hospitality industry

On August 11, 2000 the Company purchased all of the stock of Charter
Furniture. Charter provides high quality upholstered furniture for rooms, suites
and common areas of premier hospitality companies.

On March 9, 2001 the Company purchased all of the outstanding stock of The
Woodsmiths Company. Woodsmiths, a manufacturer of custom tabletops for the
contract and hospitality industry, is located in Pompano Beach, Florida.

On May 8, 2001 WinsLoew Furniture, Inc. and its parent WLFI Holdings, Inc.
acquired all of the outstanding stock of Brown Jordan International, Inc. a
manufacturer whose products serve the premium to unlimited market categories in
both retail and contract markets and Casual Living Worldwide who markets to
national retailers and specialty patio stores under a variety of brand names in
the moderate to lower price points have rounded out our product offering in the
both retail and contract segments.

Recent Developments

In January of 2002, Bruce Albertson was named the Company's President and
Chief Executive Officer replacing Bobby Tesney. Mr. Albertson joined GE
Appliances in 1976 as a sales counselor, advancing over the course of the next
25 years to become, in succession, General Manager of Brand Management &
Distribution Strategy, President of GE Appliances in Hong Kong, and Vice
President for Global Marketing and Product Management in Louisville. Most
recently, Mr. Albertson was the President and CEO of Iomega Corporation, based
in Utah.

Mr. Albertson reorganized the Company's management to focus on the market
channels served by the Company's products, the retail and contract channels. He
functionally reorganized the support functions of operations, marketing,
information technology, human resources, finance, and purchasing and logistics.

On April 23, 2002, the Board of Directors voted to change the name of the
Company to Brown Jordan International, Inc. This name change acknowledges that
Brown Jordan is one of the most recognized names in the industry and expresses
the Company's commitment to build upon that image and fine reputation which
Brown Jordan has earned as the preeminent brand in luxury leisure furniture.

On December 20, 2002 we signed an agreement with Shian Industry [Hong Kong]
Company Limited, allowing them to develop a state-of-the-art manufacturing
facility in Jiaxing, China that will exclusively develop and produce BJI
products. This innovative manufacturing facility will utilize leading edge
technologies and the latest manufacturing processes and quality control
techniques to develop selected BJI furniture products. The facility will support
the manufacturing of furniture made in various materials, including extruded
aluminum, combination metals, and woven materials. Although the factory will be
solely owned by Shian Industry, BJI's management team will play an integral role
in developing the facility from its inception. The management teams of both
companies will work closely in its development, which began in January 2003.

We also executed a joint venture with Shian Industry [Hong Kong] Company
Limited to build a "Center of Excellence" in Shanghai, China, which will be a
state-of-the-art research, design, and showcase facility dedicated exclusively
to BJI products.

The Center of Excellence will be a facility that houses ground-breaking
research and creative design as well as a model showroom, displaying BJI's
latest in luxury furnishings. Furthermore, the Center of Excellence will be
dedicated to exploring and developing the latest global design trends and will
serve as a front arm in global sourcing. Designers will utilize cutting-edge
Computer Aided Design (CAD) technologies, allowing for a seamless transmission
of information to BJI's DesignResource in Long Beach, CA Pompano Beach, Fl and
Birmingham, AL. Its convenient location in Shanghai will also serve as a hosting
facility for BJI's international customers while they are traveling throughout
Asia.

Also in December 2002, BJI and Hanamint Corporation, the leading
manufacturer and designer of cast aluminum outdoor furniture, signed an
agreement giving BJI exclusive rights to distribute cast aluminum products from
Hanamint to the U.S. national account retail market. This line will be
distinctive from Hanamint's current offerings. Initiating a strategic alliance
with Hanamint allows us to now offer our customers the highest quality, cost
competitive product with the most attractive collections offered in the
industry.

Under the agreement BJI will exclusively brand and market Hanamint's cast
aluminum outdoor furniture to national account clients under BJI's brand names
and through private label programs. Hanamint will continue to manufacture its
own exclusive collections of cast aluminum products under the well-known
Hanamint brand name to the U.S. specialty retail channel. As part of the
agreement, the companies will combine expertise and resources in the areas of
product design and development for the new BJI cast collections to ensure an
innovative, aggressive product mix for BJI's premier brands distributed through
the specialty channel.

The alliance with BJI, combined with the popularity of the Hanamint branded
products, requires additional capacity for Hanamint. Accordingly, Hanamint is
building a new 600,000 sq. ft. manufacturing facility for cast aluminum products
in Jiaxing, China, in addition to its current facilities in Shanghai.

In addition in December 2002, BJI and Suzhou Industrial Park Gold Mantis
Furniture Design and Manufacture Co., Ltd, one of China's leading contract
furniture designers and manufacturers, signed an agreement giving BJI exclusive
rights to distribute Gold Mantis products to BJI's contract accounts in the U.S.
market under various brands owned by BJI.

Under the agreement BJI will exclusively brand and market Gold Mantis
contract furnishings to U.S. commercial, hospitality, retail, healthcare, and
restaurant industries. The companies will combine expertise and resources in the
areas of design and product development to ensure leading edge products to their
customers. Together with its sister company, Gold Mantis Construction Decoration
Co. Ltd, a leading full service interior and exterior design and construction
firm for upscale hotels, offices, retail and entertainment facilities, Gold
Mantis' design facility in Suzhou, China, which houses over 200 designers, will
work directly with BJI's DesignResource in Long Beach, CA, Pompano Beach, FL and
Birmingham, AL both utilizing the latest technologies in Computer Aided Design
(CAD).

This agreement further emphasizes BJI's ongoing commitment to our global
core competency in design. BJI is also committed to growing its Contract
Channel, and this strategic alliance will figure significantly in this
initiative.

COMPETITIVE STRENGTHS

We believe that we have achieved our leading market position by
capitalizing on the following key competitive strengths.

Reputation for Producing High Quality Products. Our reputation for
providing customers with high quality products is built upon our use of superior
structural designs, aesthetic styling, sophisticated manufacturing techniques
and strict quality control standards. Our dedication to quality begins with a
customer-oriented design process that is based upon the involvement of senior
management, independent designers, sales representatives, dealers, our
engineering department and suppliers. We also employ a number of sophisticated
manufacturing processes that increase the quality of our products and
differentiate them from those of our competitors. For example, we use an
electrostatically applied ultraviolet cured wood finishing system that produces
one of the most consistent, durable and vibrant finishes in the industry.
Further, to ensure that only the highest quality products are shipped to our
customers, we have established numerous checkpoints where the quality of all of
the products is examined during the manufacturing process. Our focus on quality
is evidenced by our low level of actual warranty claims. Our reputation for
producing high quality products is further evidenced by our receipt of the
Casual Furniture Retailer Association's prestigious "Manufacturer's Leadership
Award" four times, most recently for 2000, and being recognized as a finalist
every year since the award was first given in 1990. The criteria for this award
include quality, design, merchandising, customer service and ethics.

Unique Delivery Capabilities. We have tailored our operations to meet the
unique delivery requirements of our customers. On time delivery is critical to
our casual furniture retailers because of their short selling season, general
desire to minimize inventory levels and need to offer their customers products
that will be available at the time of or soon after their purchase. Our ability
to deliver "in time, on time" is also important to our contract market
customers, who must receive our casual furniture or seating products on a timely
basis to meet their own construction or operating deadlines. We believe that our
ability to deliver our products "in time, on time" are unique in the furniture
manufacturing industry and distinguish us from our competitors.

Continual Focus on Customer Service. We are dedicated to providing the
highest level of customer service through our focus on complete customer
satisfaction. We provide a variety of services, which are geared towards
assisting our customers to improve the profitability of their business while
strengthening their loyalty to our products. For example, in our casual
furniture segment, we provide retailers with improved terms and extended payment
plans for products ordered prior to the main selling season that ensures them
product availability and slightly lower costs.

Since our seating customers require unique product features, we work
closely with them to provide customized seating products that meet their
particular needs. We offer these customized products quickly and cost
effectively through our flexible manufacturing processes and trained sales staff
knowledgeable in the design, manufacture, variety and decor applications of our
products. We also have a customer service department at each manufacturing plant
to respond directly to customer inquiries.

Efficient Operations and Variable Cost Structure. We continually review our
operations to identify ways to streamline our manufacturing process and reduce
our costs in order to further increase efficiencies and profitability. Over the
past few years, we have:

improved our manufacturing capabilities through the use of technologically
advanced systems,

optimized our use of vertical integration and outsourcing, as appropriate,

exited non-core businesses, and

extensively reconfigured manufacturing processes within our principal
manufacturing facilities.

We operate our business with a highly variable cost structure so we can
react quickly to significant changes in market conditions. Our manufacturing and
other operations can be rapidly adjusted, as appropriate, to reduce labor, raw
materials, general administrative and other costs. These variable costs
represent the majority of our total operating expenses. Historically, our
variable cost structure, combined with our flexible manufacturing capabilities,
has allowed us to maintain our profit margins during periods of market weakness.

Experienced Management Team with Significant Ownership. Our experienced and
dedicated management team has been instrumental in our success and represents
one of our key competitive advantages. Bruce Albertson, our President and CEO,
brings extensive marketing, international and management expertise to our
organization. We also benefit from the experience and expertise of Trivest
Partners, L.P., a private investment firm specializing in acquisitions,
recapitalizations and other principal investing activities, which have been an
investor in BJI and its predecessors since 1985. Trivest provides strategic
consulting, acquisition and other advice to us. Earl Powell, president and chief
executive officer of Trivest, has served as Chairman of the Board of WinsLoew
and its predecessors for over 15 years.

BUSINESS STRATEGY

Our strategic objective is to further enhance our leading market position
in the residential and contract and hospitality furniture markets. We plan on
achieving this objective through the continued implementation of the following
strategies:

Increase Penetration of Existing Customers. We are constantly working on
ways to increase our sales to our existing customer base. We believe that we can
increase our penetration of existing customers by continuing to emphasize high
quality products, timely delivery and customer service together with
innovatively styled new product designs. For example, through these focused
efforts our specialty retail customers are dedicating increased retail floor
space to our casual furniture products, which generates increased sales for our
products. Similarly, we began selling seating products to a single Marriott
lodging chain in the early 1990's, and today, due to our consistently superior
performance, we are a preferred provider of seating products to Marriott and
several of its affiliated lodging chains.

Attract New Customers. We have undertaken a number of programs to expand
our customer base in existing and new markets. Examples of these efforts include
the use of specific market focused sales personnel, private labeling and the
targeting of national specialty stores. In our seating business, we are in the
process of establishing dedicated sales groups to focus on attractive specialty
end markets. We established our first such group to focus exclusively on selling
seating products in the lodging industry. Through our private labeling program,
we are seeking to take advantage of the trend towards outsourcing by selling our
seating products to several nationally recognized designers of office furniture
systems who in turn sell our products under their own brand name. In the
residential market, we are targeting national specialty stores that offer home
design products, including casual furniture. The penetration of these national
specialty retailers allows us to take advantage of new, expanding distribution
channels and capitalize on the significant marketing clout of these retailers
without significantly increasing our selling and marketing expenses or
cannibalizing our existing customer base.

Selectively Introduce New Products. We annually update and expand our
product line with new designs and styles, as well as periodically introduce
complementary products. Each year we undergo a design process that results in
the introduction of newly designed products that make up a meaningful portion of
our product offering. Our design process involves personnel from all areas of
the Company including senior management, manufacturing and sales, as well as our
distributors and sales representatives in an effort to design new furniture
styles that are attractive and innovative while cost effective to manufacture
and have a higher likelihood of success. We also periodically add new products
that complement our existing product offering. For example, we recently expanded
our product line to include tables for lobbies and other common areas in the
hospitality industry.

Selectively Pursue Complementary Acquisitions. We continually review
acquisition opportunities that augment or complement our existing operations or
provide entry into new geographic markets. We also seek to improve the
efficiency of our recent acquisitions by reducing overhead, leveraging sales and
distribution, achieving raw material purchasing savings and improving
manufacturing operations. Tropic Craft for example, which was acquired in 1998,
provided us with an increased presence in the contract market for casual
furniture. Pompeii, which we acquired on July 30, 1999, provides us with a
leading brand in the upper end of the casual furniture market and a significant
opportunity to achieve operating efficiencies. In addition, the acquisitions of
Wabash, Stuart Clark and Charter Furniture in 2000 have broadened our product
offering and placed us in a position to service all price points in the lodging
market. In 2001 we again complemented our contract and hospitality segment with
the acquisition of The Woodsmiths Company- a manufacturer of custom tabletops.
Finally, our most recent acquisitions of Brown Jordan, a manufacturer whose
products serve the premium to unlimited market categories in both retail and
contract markets and Casual Living Worldwide who markets to national retailers
and specialty patio stores under a variety of brand names in the moderate to
lower price points have rounded out our product offering in the both retail and
contract segments of the casual business.

PRODUCTS AND MARKETS

We design, manufacture and distribute to two channels: retail and contract.
Our products include casual furniture designed for residential, commercial and
institutional use; seating products designed for commercial and institutional
use; and ready-to-assemble furniture designed for household use. For the year
ending December 31, 2002, our retail channel and contract channel products
accounted for 69% and 31%, respectively, of our net sales. The following is a
summary of our principal products, customers and markets:

Brand Principal Products Principal Customers
and Markets

Winston Casual outdoor furniture, Specialty patio stores,
and including chairs, chaise full-line furniture
Brown lounges, tables, umbrellas retailers and department
Jordan and related accessories, stores in the residential
constructed of extruded market.
and tubular aluminum.

Texacraft Casual outdoor furniture, Lodging and restaurant
and including chairs, chaise chains, country clubs,
Tropic lounges, tables, umbrellas apartment developers and
Craft and related accessories, managers, architectural
constructed of aluminum, design firms, municipalities
wrought iron, wood and and other commercial and
fiberglass. institutional users in the
contract market.

Pompeii Casual indoor and outdoor Specialty patio stores, fine
furniture, including chairs, furniture stores, design
chaise lounges, tables, showrooms and residential
umbrellas and related, and designers in the residential
accessories constructed of market; and architectural
extruded tubular aluminum. design firms, commercial
design firms and specifiers
and purchasing agents in the
contract market.

Wabash Site amenity products Educational facilities,
including: tables, chairs, municipality and recreation
benches, swings and related centers, hotels, motels and other
accessories constructed of institutional and corporate users.
sheet steel or expanded steel
mesh that is coated with heat
fused plastisol.

Loewenstein Contemporary to traditional Lodging and restaurant chains,
seating products, such as architectural design firms,
wood, metal and upholstered sports facilities, schools,
chairs, sofas and loveseats. healthcare facilities, office
furniture dealers, retail store
planners and other commercial and
institutional users in the
contract and hospitality market.

Charter, Custom and semi-custom Hotel and other
Lodging By upholstered furnishings such hospitality markets.
Liberty, as, sofas, benches, chaises,
Stuart Clark chairs, lounge chairs and
ottomans.

PRODUCTS AND MARKETS-Continued

Brand Principal Products Principal Customers
and Markets

Southern Ready to assemble furniture National accounts and
Wood products, such as book shelves, catalog wholesalers.
Products entertainment centers, coffee
tables, end tables, computer
stations and wall units,
as well as case goods, such as
chest of drawers, changing towers
and hutches, all of which are
constructed of wood.

Samsonite Extruded and cast aluminum, Specialty patio
and The and wrought iron, steel, all- furnishings stores and
Vineyard weather wicker and wood department stores
Collection casual furnishings

Casual Living, Casual outdoor furniture, National accounts
And Samsonite including, chairs, chaise
lounges, tables, umbrellas
and related accessories
constructed of extruded and
tubular aluminum.

Woodsmiths Custom table tops, bases and Restaurants, hotels,
conference room furnishings country clubs, health
care facilites,
universities and
government agencies.

We market our casual furniture products, consisting principally of medium
to upper-end casual indoor and outdoor furniture, under the Winston, Texacraft,
Tropic Craft, Pompeii, Brown Jordan, and Vineyard brand names. In addition we
target the value priced market under the Casual Living and Samsonite brand
names. We currently manufacture and sell numerous separate style collections of
casual furniture products that include traditional, European, and contemporary
design patterns. Within each style collection there are multiple products
including chairs, tables, chaise lounges, umbrellas and cushions and accessory
pieces such as ottomans, cocktail tables, end tables and tea carts constructed
of extruded, tubular and cast aluminum, steel, wrought iron, wood and
fiberglass. We offer chairs with glider action, adjustable positions and rocking
and swivel motions, as well as a selection of restaurant and indoor and outdoor
seating. Our casual seating products feature cushions and vinyl strapping in a
variety of colors and patterns. All of our casual furniture products feature a
durable painted finish, which is also offered in a wide selection of colors. The
suggested retail prices for a residential table and four chairs currently range
from approximately $700 to $10,000 for our medium to upper-end segment and $150
to $800 for the promotionally priced market. Our casual furniture is generally
used by residential customers indoors and on patios, decks and poolsides, while
our contract customers generally use our products in restaurants and lodging, as
well as for outdoor purposes.

Our contract channel also includes site amenity products under the Wabash
Valley brand name. The Wabash product line includes a wide variety of tables,
chairs, benches and swings as well as accessory items such as tree grates,
basket trucks, bike loops, planters, ash urns, and litter receptacles. All of
these products are constructed of either expanded steel mesh, welded wire or
sheet steel, which provide the highest degree of strength and durability.
Components are covered with a 1/4" of homogeneous heat fused plastisol or in the
case of framework, a baked-on polyester dry powder, which provides a superior
coating and appearance. Our amenity products are generally used by governmental,
healthcare, educational, recreational and corporate customers.

Our seating products are marketed under the Loewenstein, Lodging By
Liberty, Stuart Clark, Charter and Woodsmiths brand names and include over 600
distinct models, ranging from contemporary to traditional styles, of wood, metal
and upholstered chairs, reception area love seats, sofas, ottomans, chaises,
stools and tables. We assemble wood frames and finish them with one of our
numerous standard colors or, if requested, to the customer's specification. Our
metal chairs are available in chrome or in a selection of standard powder coat
finishes. For upholstered products, the customer may select from a number of
catalog fabrics, vinyls and leathers or may specify or supply its choice of
materials. We maintain an inventory of unassembled chair components that enables
us to respond quickly to large quantity orders in a variety of finish and fabric
combinations. Our seating products have a number of commercial and institutional
uses, including seating for in-room lodging and common areas, stadium luxury
skyboxes, restaurants, lounges and classrooms. We have excellent and in many
instances long-term relationships with our diverse customer base, which
includes, for example, Marriott International. We entered into a contract with
Marriott under which we are a preferred supplier of upholstered seating products
for certain of its affiliates. We also provide seating for various retailers, as
well as commercial and institutional construction projects, such as professional
sports stadiums and arenas.

We sell our ready-to-assemble products under the Southern Wood Products
brand name to mass merchandisers and catalog wholesalers. Our ready-to-assemble
products include promotionally priced traditional ready-to-assemble "flatline"
and "spindle" furniture and a new line of fully assembled case goods furniture
products designed for household use. "Flatline" products include
ready-to-assemble items that are constructed of flat pieces of wood, such as
book shelves, entertainment and computer centers and tape storage units. Our
"spindle" products include ready-to-assemble items that are constructed of flat
pieces of wood connected by decorative joints and brackets, such as coffee
tables, end tables, wall units and rolling carts. Case goods products include
fully assembled four drawer chests and three-drawer chest and changing towers,
with an optional hutch.

MANUFACTURING

We produce our products at ten manufacturing facilities located throughout
the United States and one facility in Mexico. See "Properties." We have tailored
our manufacturing processes to each business to maximize efficiencies, create
high quality products and maintain operating flexibility. Our casual furniture
facilities are vertically integrated - we manufacture our residential and
contract casual furniture products from basic raw materials such as aluminum rod
and fabric. In contrast, our seating facilities take advantage of outsourcing
opportunities - we assemble our seating products from wood components received
from our Italian and other suppliers. In both cases, we maintain flexible
manufacturing processes that enable us to:

minimize finished goods inventory and warehousing costs;

efficiently expand our product lines to meet the demands of
a diverse customer base; and

effectively control the cost, quality and production time
of our products.

We believe that our facilities are among the most modern in the furniture
industry and that the efficiencies attributable to these plants are a
significant factor in our relatively low manufacturing costs.

Casual Furniture

We market our casual furniture to both the retail and contract segments. In
the manufacturing process for our casual furniture products, we cut extruded
aluminum tubes to size and shape or bend them in specially designed machinery.
The aluminum is then welded to form a solid frame, and the frame is subjected to
a grinding and buffing process to eliminate any rough spots that may have been
caused during welding. After this process is completed, the frame is cleaned,
painted in a state-of-the-art powder coating system and heat cured. We then add
vinyl strapping, cushions, fabric slings, or other accessories to the finished
frame, as appropriate. We then package the product with umbrellas, tempered
glass and other accessories, as applicable, and ship it to the customer.

We believe that we manufacture the highest quality aluminum casual
furniture in our price range. Unlike manufacturers of lower-end products that
rivet or bolt major frame components, we weld the major frame components of our
aluminum furniture, thereby increasing the durability and enhancing the
appearance of the aluminum product line. Our state-of-the-art powder coated
painting process results in an attractive and durable finish. To ensure that
only the highest quality products are shipped to customers, our quality control
department has established numerous checkpoints where the quality of all of our
aluminum products is examined during the manufacturing process.

Wabash Valley acts as designer, manufacturer and finisher of all our site
amenity products. The fabrication process includes cutting, punching, forming,
bending, sawing, welding and grinding. We have invested heavily in our
fabrication capabilities in the past few years, with focus in Computer Numerical
Control ("CNC") technology. This includes a roll forming line, robotic welding,
CNC plasma, CNC punching and cutting as well as CNC tube bending. All CNC
equipment instructions are downloaded from our on-site drafting and engineering
department.

All fabricated weldments enter into a grinding area for inspection and
deburring. After this process is completed the parts enter a wash, rinse and
prime cycle. Upon exiting this phase of the manufacturing process the parts flow
either to powder coating booths or our plastisol dip tanks. Throughout the
manufacturing process all parts and components are carefully inspected to ensure
the highest degree of quality.

Contract Seating

We assemble most of our contract and hospitality products to order, but do
not generally have the same level of vertical integration as is present in the
manufacture of our casual product lines. Instead, we purchase component parts
from a variety of suppliers, including a number of Italian suppliers. We utilize
these component parts because they enable us to offer sturdy and aesthetically
appealing products, which incorporate unique designs and sophisticated
manufacturing techniques that are generally unavailable or are not cost
effective in the United States. The principal elements of wood chair assembly
include:

frame glue-up;

sanding;

seat assembly (in which upholstered seats are constructed
from component bottoms, foam padding and cloth coverings);
and

painting/lacquering.

To provide consistency and speed in this finishing process, we utilize a
state-of-the-art conveyorized paint line with electrostatic spray guns and a
three-dimensional ultraviolet drying system. In particular, Loewenstein's
finishing system applies specially formulated materials via robotic
reciprocators and utilizes three advanced technologies:

electrostatic finish application, which is designed to ensure that a
significantly higher percentage of the actual finishing material will
adhere to the product, thereby reducing raw material costs;

ultraviolet finishing materials, which allow a much higher solids
content, thereby reducing environmental concerns and enhancing finish
quality; and

high-powered ultraviolet light, which can cure chairs in less than 60
seconds, thereby speeding inventory turn-over and reducing warehouse
requirements.

For upholstered products, the specified fabric cloth is stretched to the
chair frame over foam padding. We generally assemble our metal chairs from
imported components. After rework and leveling, we carton our chairs to prevent
damage in transportation. The manufacturing process also includes a number of
product inspections and other quality control procedures.

Ready-to-Assemble Furniture

For the manufacture of our ready-to-assemble products, which include
"spindle," "flatline" and case goods products, we use high-density
particleboard, which we laminate with a variety of wood grains and solid colors.
For our "spindle" products, we turn, stain and lacquer all of the spindles and
then individually box the products with spindles and board, along with any
necessary hardware and assembly instructions. For our "flatline" products we
individually box the cut laminated particleboard, along with necessary hardware
and assembly instructions. For our case goods products, the edges of the cut
laminated particleboard may be "soft formed" for aesthetic value. We then
assemble the unit using glue, screws and hardware, such as self-closing drawer
runners, on all units.

Manufacturing Capacity

Management believes that the Company's manufacturing facilities in the
casual and contract and hospitality product lines are currently operating, in
the aggregate, at approximately 65% of capacity, assuming a one-shift basis.
Management considers the Company's present manufacturing capacity to be
sufficient for the foreseeable future and believes that, by adding multiple
shift operations, the Company can significantly increase the total capacity of
its facilities to meet growing product demand with minimal additional capital
expenditures. In addition, the Company engages in an ongoing maintenance and
upgrading program, and considers its machinery and equipment to be in good
condition and adequate for the purposes for which they are currently used.

MARKETING AND SALES

We sell our products through both independent manufacturers'
representatives and internal sales staff. We sell our retail casual furniture
and contract and hospitality products through approximately independent sales
representatives. We have strong relationships with our independent sales
personnel. We primarily use an internal sales staff to sell our casual furniture
products into the contract market. Our site amenity and ready-to-assemble
products are sold exclusively by independent sales representatives. Senior
management is also involved in the sales process for all of our furniture
products.

Each independent representative:

promotes, solicits and sells our products in an assigned territory;

assists in the collection of receivables; and

receives commissions based on the net sales made in his or her
territory.

We determine the prices at which our products will be sold and may refuse
to accept any orders submitted by a sales representative for credit-worthiness
or other reasons. Our independent representatives do not carry directly
competing product lines.

We have developed a comprehensive marketing program to assist our
representatives in selling our products. Key elements of this program include:

holding exhibitions at national and regional furniture markets and
leasing year-round showrooms at the Merchandise Mart in Chicago,
Illinois and High Point, North Carolina;

providing retailers with annual four-color catalogs of our products,
sample materials illustrating available colors and fabrics, point of
sale materials and special sales brochures;

providing information directly to representatives at annual sales
meetings attended by senior management and manufacturing personnel;

maintaining a customer service department at each of our manufacturing
facilities which ensures that we promptly respond to the needs and
orders of our customers;

maintaining regular contact with key retailers; and

conducting ongoing surveys to determine dealer satisfaction.

BACKLOG

As of December 31, 2002, our backlog of orders was approximately $101.7
million, compared to $96.1 million at December 31, 2001. Our backlog is defined
as committed purchase orders with future ship dates. Management, in accordance
with industry practice, generally permits orders to be canceled prior to
shipment without penalty. Further, management does not consider backlog to be
predictive of future sales activity because of our short manufacturing cycle and
delivery time in both our casual and seating segments and, especially in the
case of casual furniture, the seasonality of sales.

RAW MATERIALS AND SOURCING

Our principal raw materials consist of extruded aluminum tubes, expanded
mesh steel, sheet and tube steel, woven vinyl fabrics, paint/finishing
materials, vinyl strapping, cushion filler materials, cartons, glass table tops,
component parts for seating, particle board and other lumber products and
hardware. Although we have no long-term supply contracts, we generally maintain
a number of sources for our raw materials and have not experienced any
significant problems in obtaining adequate supplies for our operations. In
addition, increases in the cost of our raw materials, such as fluctuations in
the costs of aluminum, lumber and other raw materials have not historically had
a material adverse effect on our results of operations because we are generally
able to pass through such increases in raw material costs to our customers over
time through price increases. We believe that our policy of maintaining several
sources for most supplies and our large volume purchases contribute to our
ability to obtain competitive pricing. Nevertheless, the market for aluminum is,
from time to time, highly competitive, and its price, as a commodity, is subject
to market conditions beyond our control. Accordingly, future price increases
could have a material adverse effect on our business, financial condition, and
results of operations or prospects.

A significant portion of the Loewenstein raw materials consist of component
chair parts purchased from several Italian manufacturers. We view our suppliers
as "partners" and work with such suppliers on an ongoing basis to design and
develop new products. We believe that these cooperative efforts, our
long-standing relationships with these suppliers and our experience in
conducting on-site, quality control inspections provide us with a competitive
advantage over many other furniture manufacturers, including a competitive
purchasing advantage in times of product shortages. In addition, in the case of
our Italian suppliers, we generally contract for our purchases of such component
parts in such manner as to minimize our exposure to foreign currency
fluctuations. We have close working relationships with our foreign suppliers and
our future success may depend, in part, on maintaining these or similar
relationships. Given the special nature of the manufacturing capabilities of
these suppliers, in particular certain wood-bending capabilities, and sources of
specialized wood types, our Loewenstein division could experience a disruption
in operations in the event of any replacement of such suppliers. Situations
beyond our control, including political instability, significant and prolonged
foreign currency fluctuations, economic disruptions, the imposition of tariffs
and import and export controls, changes in government policies and other factors
could have a material adverse effect on our business, financial condition,
results of operations or prospects.

FURNITURE INDUSTRY AND COMPETITION

The furniture industry is highly competitive and includes a large number of
manufacturers, none of which dominate the market. Certain of the companies that
compete directly with us may have greater financial and other resources than we
do. Based on our extensive industry experience, we believe that competition in
retail and contract markets are generally a function of product design,
construction quality, prompt delivery, product availability, customer service
and price. Similarly, management believes that competition is based primarily on
price, product availability, prompt delivery and customer service.

We believe that we successfully compete in the furniture industry primarily
on the basis of our innovatively styled product offerings, our unique delivery
capabilities, the quality of our products, and our emphasis on providing high
levels of customer service. We believe that our residential casual product line
has a leading share of the casual furniture market in the geographic region east
of the Mississippi River.

Sales of imported, foreign-produced furniture has increased in recent
years. During 2001 we moved to address this share of the market through
acquisitions. The Company now has a manufacturing facility in Mexico and joint
ventures with furniture manufacturers located in China. This move has opened up
new furniture markets that were previously not targeted by the Company.

In the contract segment, we compete with many manufacturers, ranging from
large, national, publicly traded entities to small, one-product firms selling to
small, geographic markets.

TRADEMARKS AND PATENTS

We have registered the Winston, Loewenstein, Pompeii, Southern Wood
Products, Wabash Valley trademarks with the United States Patent and Trademark
Office, in addition to numerous trademarks under Brown Jordan Company and BJIP,
Inc. We believe that our trademark position is adequately protected in all
markets in which we do business. We also believe that our various trade names
are generally well recognized by dealers and distributors, and are associated
with a high level of quality and value.

We hold several design and utility patents and the Company's policy is to
apply for design and utility patents

EMPLOYEES

At December 31, 2002, we had approximately 1,973 full-time employees, of
whom 128 were employed in management, 207 in sales, general, and administrative
positions, and 1,638 in manufacturing, shipping, and warehouse positions.

The Company has two manufacturing locations whose employees are subject to
collective bargaining agreements. Approximately 130 of our hourly employees in
Haleyville, Alabama, are represented by the Retail, Wholesale, and Department
Store Union. The labor agreement between the Company and such union, which
expires in July 2006, provides that there shall be no strikes, slowdowns or
lockouts.

In addition, approximately 120 of our hourly employees in El Monte,
California are represented by the Paper, Allied-Industrial, Chemical and Energy
Workers International Union. The labor agreement between the Company and the
union expires in September 2006. The contract provides that there shall be no
strikes, slowdowns or lockouts.

Management considers its employee relations to be good.

ENVIRONMENTAL MATTERS

We believe that we comply in all material respects with all applicable
federal, state and local provisions relating to the protection of the
environment. The principal environmental regulations that apply to us govern air
emissions, water quality and the storage and disposition of solvents. In
particular, we are subject to environmental laws and regulations regarding air
emissions from paint and finishing operations and wood dust levels in our
manufacturing operations. As is typical of the furniture manufacturing industry,
our finishing operations use products that may be deemed hazardous and that pose
an inherent risk of environmental contamination. Compliance with environmental
protection laws and regulations has not had a material adverse impact on our
financial condition or results of operations in the past and we do not expect
compliance to have a material adverse impact in the future.

SEASONALITY

Sales of retail specialty products are typically higher in the second
quarter of each year as a result of high retail demand for casual furniture
preceding the summer months. Sales of retail specialty products are also higher
in the fourth quarter as a result of the Company's merchandising programs with
its dealers. Sales of casual products to national account are typically higher
in the fourth and first quarters as the national accounts warehouse product in
preparation for the spring season. Weather conditions during the peak retail
selling season and the resulting impact on consumer purchases of outdoor
furniture products can also affect sales of our casual products.

ITEM 2. PROPERTIES
Properties

The following table provides information with respect to each of our properties:

- ------------------- -------------------------------------------------- ----------------------- -----------------------
Location Primary Use Approx. Sq. Ft. Leased/Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Birmingham, AL Retail channel sales office 13,000 Leased (1)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Haleyville, AL Manufacturing and offices 155,000 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Haleyville, AL Manufacturing and offices 218,000 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Haleyville, AL Warehouse 20,000 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Haleyville, AL Warehouse 30,000 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Medley, FL Manufacturing and offices 173,000 Leased (2)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Pompano Beach, FL Manufacturing, plant and corporate offices 100,000 Owned
Pompano Beach, FL Warehouse 10,000 Leased (3)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Pompano Beach, FL Manufacturing and offices 45,000 Leased (4)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Liberty, NC Warehouse 5,000 Leased (5)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Liberty, NC Manufacturing and offices 126,000 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Chicago, IL Showroom 5,500 Leased (6)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Sparta, TN Manufacturing and offices 94,300 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Sparta, TN Manufacturing and offices 63,300 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Silver Lake, IN Manufacturing and offices 240,000 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
El Monte, CA Manufacturing and offices 55,000 Leased (7)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
El Monte, CA Manufacturing 19,450 Leased (8)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Washington, DC Showroom 3,500 Leased(9)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Chicago, IL Showroom 7,049 Leased (10)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Dallas TX Showroom 4,916 Leased (11)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
San Francisco, CA Showroom 3,889 Leased (12)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Los Angeles, CA Showroom 10,674 Leased (13)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
High Point, NC Showroom 4,761 Leased (14)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Miami, FL Showroom 5,178 Leased (15)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
New York, NY Showroom 6,316 Leased (16)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Laguna, CA Showroom 3,888 Leased (17)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
El Monte, CA Manufacturing and offices 29,232 Leased (18)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Long Beach, CA Furniture design center 2,182 Leased( 19)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Juarez, MX Manufacturing and offices 259,800 Leased (20)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
El Monte, CA Manufacturing and offices 211,140 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Newport, AK Warehouse 119,324 Owned
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Chicago, IL Showroom 9,485 Leased (21)
- ------------------- -------------------------------------------------- ----------------------- -----------------------
- ------------------- -------------------------------------------------- ----------------------- -----------------------
Oxnard, CA Manufacturing, warehouse and offices 200,000 Leased (22)
Ocala, FL Contract sales office 3,000 Leased (23)
- ------------------- -------------------------------------------------- ----------------------- -----------------------

(1) Lease expires September, 2003.

(2) Lease expires March, 2012.

(3) Lease expires February, 2003.

(4) Lease expires June, 2003.

(5) Lease expires December, 2003.

(6) Lease expires March, 2009.

(7) Lease expires March, 2004.

(8) Lease expires March, 2004.

(9) Lease expires February, 2007.

(10) Lease expires December, 2004.

(11) Lease expires December, 2006.

(12) Lease expires December, 2006.

(13) Lease expires April, 2007.

(14) Lease expires October, 2005.

(15) Lease expires December, 2003.

(16) Lease expires September, 2011.

(17) Lease expires October, 2004.

(18) Lease expires September, 2004.

(19) Lease expires January, 2004.

(20) Lease expires March, 2004.

(21) Lease expires August, 2007.

(22) Lease expires December, 2007.

(23) Lease expires August, 2004.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Not applicable. None of our securities are registered pursuant to Sections
12 (b) or 12(g) of the Exchange Act and there is no established public trading
market for our securities.

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data for each of the five
years ended December 31, 2002 are derived from the audited Consolidated
Financial Statements of BJI. The following selected consolidated financial data
should be read in conjunction with BJI's Consolidated Financial Statements and
related Notes, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the other financial information included herein.

Years Ended December 31,

(In thousands) 2002 2001 2000 1999 1998

Net Sales $ 354,670 $286,154 $188,963 $162,139 $141,360
Cost of Sales 262,913 199,568 110,941 96,384 87,232

--------------- -------------- -------------- ------------- -------------

Gross Profit 91,757 86,586 78,022 65,755 54,128

Selling, general and Admin Expenses 52,898 44,124 30,063 25,674 23,124
Amortization 2,789 9,078 6,957 3,321 1,122

--------------- -------------- -------------- ------------- -------------

Operating Income 36,070 33,384 41,002 36,760 29,882

Interest expense 33,555 34,358 27,114 8,910 635
--------------- -------------- -------------- ------------- -------------

Income (loss) from continuing
operations before provision for
income taxes, discontinued
operations and cumulative effect of
a change in accounting principle 2,515 (974) 13,888 27,850 29,247

Provision for income taxes 990 2,990 7,151 11,339 10,947

--------------- -------------- -------------- ------------- -------------

Income (loss) from continuing
operations before discontinued
operations and cumulative
effect of a change in accounting
principle 1,525 (3,964) 6,737 16,511 18,300

Gain on sale of discontinued
operation, net of tax - - - 755 2,031

Cumulative effect of a change in
accounting principle 201,247 - - - -

--------------- -------------- -------------- ------------- -------------

Net income (loss) $(199,722) $ (3,964) $ 6,737 $ 17,266 $ 20,331

=============== ============== ============== ============= =============

Other Financial Data 2002 2001 2000 1999 1998

Depreciation and Amortization $9,191 $17,609 $10,561 $4,845 $2,618
Capital expenditures $1,440 $5,165 $5,966 $3,265 $942
Ratio of earnings to fixed charges 1.1x 1.0x 1.5x 4.0x 34.1x

(In thousands)

Working capital $67,038 $63,972 $26,721 $26,721 $25,924
Total assets $302,093 $544,609 $308,062 $308,062 $84,553
Long-term debt (less current portion) $273,329 $287,878 $198,258 $198,258 $1,400
Total debt $283,029 $295,078 $201,958 $201,958 $1,447
Stockholder's equity (deficit) $ (35,626) $168,365 $81,711 $81,711 $66,226

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

On April 23, 2002, the Board of Directors voted to change the name of
WinsLoew Furniture, Inc. ("WinsLoew") to Brown Jordan International, Inc. ("BJI"
or the "Company").

Prior to the 2001 acquisition of the entity formerly known as Brown Jordan
International, Inc. ("Former Brown Jordan"), WinsLoew completed a
recapitalization transaction wherein; WinsLoew became a wholly-owned subsidiary
of a new holding company called WLFI Holdings, Inc. ("Holdings"), a Florida
corporation.

All shares of common stock that were outstanding immediately prior to the
merger (850,497 shares) were converted into shares of common stock of Holdings.
Affiliates of Trivest Partners, L. P. ("Trivest") are majority shareholders of
Holdings. Trivest, Holdings and the Company have certain common shareholders,
officers and directors. In addition, each warrant or option to purchase shares
of WinsLoew's common stock was converted into a warrant or option to purchase an
equivalent number of shares of common stock of Holdings. 1,000 shares of
WinsLoew's common stock were then issued to Holdings.

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

GENERAL

BJI is comprised of companies engaged in the design, manufacture and
distribution of casual, contract and hospitality and ready-to-assemble ("RTA")
furniture to the retail and contract channel. BJI's furniture products are
distributed primarily through independent manufacturer's representatives, and
are constructed of extruded and tubular aluminum, wrought iron and cast
aluminum. These products are distributed through fine patio stores, department
stores, national accounts and full line furniture stores nationwide. Our site
amenity products are constructed of expanded mesh and sheet steel and marketed
through representatives and catalog distribution. BJI's contract and hospitality
seating products are distributed through the contract channel to a customer
base, which includes architectural design firms, restaurant and hospitality
chains. BJI's RTA products include promotionally priced coffee and end tables,
wall units and rolling carts. Distribution of RTA furniture products is through
the retail channel to national accounts, catalog wholesalers and specialty
retailers. The Company performs periodic credit evaluations of its customers'
financial condition and determines if collateral is needed on a customer by
customer basis.

ACQUISITIONS

Purchase of Wabash. In March of 2000, the Company acquired all of the stock
of Wabash Valley Manufacturing, a manufacturer of site amenity furniture sold
into the institutional and corporate markets. The purchase price of
approximately $35.5 million was paid in cash and financed with $7.1 million of
equity investment from the sellers and Trivest Furniture (a shareholder of the
Company), borrowings of $20.0 million under the acquisition loan and $8.4
million under the revolving credit facility. The acquisition was accounted for
under the purchase method of accounting and resulted in goodwill of $22.5
million.

Purchase of Stuart Clark. On June 16, 2000 the Company purchased certain
assets of Stuart Clark, Inc. and its affiliates. Stuart Clark is a manufacturer
of mid price-point upholstered furniture for the hospitality industry. The
purchase price of approximately $3.1 million was paid in cash and financed with
$0.3 million of equity investment from the sellers and borrowings of $2.8
million under the Company's revolving credit facility. The assets and operations
of Stuart Clark were merged into our existing seating facility in Liberty, North
Carolina. The acquisition was accounted for under the purchase method of
accounting and resulted in goodwill of approximately $2.8 million.

Purchase of Charter Furniture. On August 11, 2000 the Company purchased all
of the stock of Charter Furniture. Charter provides high quality upholstered
furniture for rooms, suites and common areas of premier hospitality companies.
The purchase price of approximately $18.5 million was paid in cash and financed
with $3.3 million of equity investment from the sellers and Trivest Furniture
and $15.2 million under the revolving credit facility. The acquisition was
accounted for under the purchase method of accounting and resulted in goodwill
of $18.7 million.

Purchase of The Woodsmiths Company. On March 9, 2001 the Company purchased
all of the assets of The Woodsmiths Company ("Woodsmiths"). Woodsmiths, a
manufacturer of custom tabletops for the contract and hospitality industry, is
located in Pompano Beach, Florida. The purchase price of approximately $2.8
million was paid in cash of approximately $0.3 million and a $2.5 million note
payable to the sole shareholder of Woodsmiths. In addition, the stock purchase
agreement provided for an additional contingent deferred payment of up to
$1,000,000 based upon Woodsmiths' earnings before interest, taxes, depreciation,
amortization and management fees. The maximum contingent payment amount of
$1,000,000 was recorded at the time of purchase as an addition to goodwill and
an accrued liability of the Company. The amount of any such contingent payment
would have been made directly to the former sole shareholder and serves as a
financial incentive. The acquisition was accounted for under the purchase method
of accounting resulted in goodwill of approximately $3.4 million. The operating
results of Woodsmiths have been included in the consolidated operating results
beginning with the month of March 2001.

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

The total purchase price of $123.2 million, including estimated transaction
costs and funded indebtedness, was allocated to the assets acquired using
management's estimate of the fair value of the assets and liabilities acquired.
Pursuant to the purchase method of accounting, the excess of the purchase price
over the $44.6 million fair value of net assets after payment of Former Brown
Jordan indebtedness at closing was recorded as goodwill in the amount of $78.6
million.

The Company's balance sheet as of December 31, 2001 has been restated to
correct the previously recorded purchase price allocations related to the 2001
acquisitions of Woodsmiths and the Former Brown Jordan. The principal effects of
this revision resulted in increases in customer relationships, trademarks and
deferred tax liabilities of $23.0 million, $25.3 million and $18.3 million,
respectively, and decreases in goodwill and accrued liabilities of $31.5 million
and $1.7 million, respectively.

During 2002 the Company adjusted the purchase price for Former Brown Jordan
reducing the principal amount of the Holdings notes payable to the stockholders
of the Former Brown Jordan as a result of the settlement of certain indemnity
claims under the purchase contract. As a result the Company reduced goodwill
recorded in connection with the purchase and reduced additional paid in capital
by $2.5 million.

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

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

RESULTS OF OPERATIONS

The following table sets forth net sales, gross profit and gross margin as
a percent of net sales for the years ended December 31, 2002, 2001 and 2000 for
each of the Company's market channels (in thousands, except for percentages):

2002 2001 2000
- ---------------- ---------- ----------- ------------- ----------- ----------- ------------- ----------- -----------
Net Gross Gross Net Gross Gross Net Gross Gross
Sales Profit Margin Sales Profit Margin Sales Profit Margin
- ---------------- ---------- ----------- ------------- ----------- ----------- ------------- ----------- -----------

Retail Channel
$243,200 $56,382 23.2% $160,985 $43,665 27.1% $74,734 $32,858 44.0%

Contract Channel
$111,470 $35,375 31.7% $125,169 $42,921 34.3% $114,229 $45,164 39.5%

- --------------- ----------- ----------- ------------- ----------- ----------- ------------- ----------- -----------
$354,670 $91,757 25.9% $286,154 $86,586 30.3% $188,963 $78,022 41.3%

See Note 11 to Consolidated Financial Statements for more information
concerning the Company's segments.

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

-----------------------------------------------
For the Years Ended December 31,

----------- ----------------- -----------------

2002 2001 2000
- ---------------------------------------------------------- ----------- ----------------- -----------------
Gross profit 25.9% 30.3% 41.3%
- ---------------------------------------------------------- ----------- ----------------- -----------------
Selling, general and admin expenses 14.9% 15.4% 15.9%
- ---------------------------------------------------------- ----------- ----------------- -----------------
Amortization 0.8% 3.2% 3.7%
- ---------------------------------------------------------- ----------- ----------------- -----------------
Operating Income 10.2% 11.7% 21.7%
- ---------------------------------------------------------- ----------- ----------------- -----------------
Interest expense 9.5% 12.0% 14.3%
- ---------------------------------------------------------- ----------- ----------------- -----------------
Provision for income taxes 0.3% 1.0% 3.8%
- ---------------------------------------------------------- ----------- ----------------- -----------------
Income (loss)before cumulative effect of a change in 0.4% -1.4% 3.6%
accounting principle
- ---------------------------------------------------------- ----------- ----------------- -----------------
Cumulative effect of a change in accounting principle,
net of tax 56.7% - -
- ---------------------------------------------------------- ----------- ----------------- -----------------
Net income (loss) -56.3% -1.4% 3.6%
- ---------------------------------------------------------- ----------- ----------------- -----------------

COMPARISON OF YEARS ENDED DECEMBER 31, 2002 AND 2001

Net Sales. BJI's actual consolidated net sales increased $68.5 million in
2002, or 23.9% to $354.7 million compared to $286.2 million in 2001. Net sales
in the retail channel of $243.2 million for 2002 increased from 2001 retail
channel net sales of $161.0 million as a result of the acquisition of the entity
formerly known as Brown Jordan International. Contract channel sales decreased
in 2002 compared to 2001 resulting from a slowdown in new construction and
refurbishing projects in the commercial and hospitality markets caused by
economic recession and the continued impact of the events of September 11, 2001.

Gross Profit. Actual gross profit increased $5.2 million in 2002 or 6.0% to
$91.8 million compared to $86.6 million in 2001. The retail channel experienced
lower gross margins in 2002, resulting from the continued impact of a higher
percentage of sales to lower margin national accounts, pricing pressure in the
Company's specialty business and the Company's initiatives to increase its sales
in the middle price points of this market. In addition to specialty stores, the
retail channel also targets the lower margin, national accounts market. The
contract channel gross margin decreased as a result of lower volumes and the
pricing pressure experienced by the Company during 2002 as a result of the
continued impact from the events of Sept 11, 2001.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $8.8 million or 20.0% from $44.1 million in
2001 to $52.9 million in 2002 primarily resulting from the full year impact of
the 2001 acquisitions.

Amortization. Amortization expense decreased $6.3 million from $9.1 million
in 2001 to $2.8 million in 2002. The decrease is related to a change in
accounting as a result of the implementation of Statement of Financial
Accounting Standards ("SFAS") No. 142. Under the provisions of this statement
goodwill is no longer amortized but is reviewed for impairment each year. See
Impact of recently Issued Accounting standards below regarding the
implementation of this standard.

Operating Income. As a result of the above, actual operating income
increased 8.0% from $33.4 million in 2001 (11.7% of net sales) to $36.1 million
(10.2% of net sales) in 2002.

Interest Expense. Interest expense decreased $.8 million in 2002 to $33.6
million from $34.4 million in 2001 as a result of the reclassification, in
accordance with SFAS No. 145, of approximately $2.6 million in debt issuance
costs written off in 2001 as a result of the refinancing in connection with the
acquisitions in 2001. Excluding these costs interest expense increased as a
result of the higher interest rates and the fact that the debt was outstanding
for a full year.

Provision for Income Taxes. The effective tax rate in 2002 (39.4%) and 2001
(307.0%) is greater than the federal statutory rate due to the effect of state
income taxes in 2001 and the impact of non-deductible goodwill amortization.

Cumulative effect of change in accounting principle. As of January 1, 2002
the Company implemented the provisions of SFAS No. 142. The Company recorded a
cumulative effect of change in accounting principle to reflect the impairment of
goodwill of $201.2 million, net of tax. This adjustment was recorded effective
January 1, 2002.

COMPARISON OF YEARS ENDED DECEMBER 31, 2001 AND 2000

Net Sales. BJI's consolidated net sales increased $97.2 million in 2001, or
51.4% to $286.2 million compared to $189.0 million in 2000. Retail net sales
increased to $161.0 in 2001 or 115.5% from $74.7 million in 2000 as a result of
the May 2001 acquisition of Former Brown Jordan. The contract channel net sales
were $125.2 million in 2001 compared to $114.2 million in 2000 primarily as a
result of the acquisition of Wabash in late March 2000 and Woodsmiths in mid
March 2001.

Gross Profit. Gross profit increased $8.6 million in 2001 or 11.0% to $86.6
million compared to $78.0 million in 2000. The retail channel experienced lower
gross margins in 2001, resulting from a combination of low-margin volume sales
and the addition of significant sales to the national account customers in the
retail channel. In additional to specialty stores this channel also targets the
lower margin, national accounts market. The contract channel gross margin
decreased as a result of lower volumes and the inclusion of Charter for all of
2001.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $14.0 million or 46.8% from $30.1 million in
2000 to $44.1 million in 2001 primarily resulting from acquisitions.

Amortization. Amortization expense increased $2.1 million or 30.5% from
$7.0 million in 2000 to $9.1 million in 2001. The increase is related to a full
year of goodwill amortization from acquisitions in 2000 as well as additional
goodwill amortization related to acquisitions in 2001.

Operating Income. As a result of the above, operating income decreased
18.6% from $41.0 million in 2000 (21.7% of net sales) to $33.4 million (11.7% of
net sales) in 2001.

Interest Expense. Interest expense increased $7.3 million in 2001 to $34.4
million from $27.1 million in 2000 as a result of additional debt service
associated with acquisitions. Further, the Company has increased its debt by
$53.0 million from December 31, 2000 primarily as a result of acquisitions.

Provision for Income Taxes. The effective tax rate in 2001 and 2000 is
greater than the federal statutory rate due to the effect of state income taxes
and non-deductible goodwill amortization. The increase in the effective tax rate
in 2001 compared to 2000 is primarily due to the non-deductible goodwill related
to the Former Brown Jordan acquisition.

SEASONALITY AND QUARTERLY INFORMATION

Sales of retail specialty products are typically higher in the second
quarter of each year as a result of high retail demand for casual furniture
preceding the summer months. Sales of retail specialty products are also higher
in the fourth quarter as a result of the Company's merchandising programs with
its dealers. Sales of casual products to national account are typically higher
in the fourth and first quarters as the national accounts warehouse product in
preparation for the spring season. Weather conditions during the peak retail
selling season and the resulting impact on consumer purchases of outdoor
furniture products can also affect sales of our casual products.

The following table presents the Company's unaudited quarterly data for
2002 and 2001. Such operating results are not necessarily indicative of results
for future periods. BJI believes that all necessary and normal recurring
adjustments have been included in the amounts in order to present fairly and in
accordance with generally accepted accounting principles the selected quarterly
information when read in conjunction with BJI's consolidated financial
statements included elsewhere herein. The results of operations for any quarter
are not necessarily indicative of results for a full year. In accordance with
the provisions of SFAS No. 142, the Company's first quarter 2002 results or
operations have been restated to reflect the SFAS No. 142 transition adjustment.
In addition, the Company's quarterly operating results have been restated to
reflect the impact of certain year end business acquisition adjustments, in the
appropriate quarter and to record amortization of customer relationships in each
quarter. The chart below shows the original and restated quarterly amounts as a
result of those adjustments:

(In thousands)

2002 Quarters First Second
------------------------------ ------------------------------

As reported As Restated As reported As Restated
Net Sales $124,919 $124,919 $74,354 $74,354
Gross Profit 27,725 27,025 25,885 25,885
Operating Income 14,108 12,915 11,911 11,284
Interest Expense 8,172 8,172 8,356 8,356
Income (loss) before provision for income
taxes and cumulative effect of change in
accounting principle
5,936 4,743 3,555 2,928
Provision for income taxes 2,722 1,867 891 1,152
Cumulative effect of change in accounting
principle, net of tax
- 201,247 - -
Net Income (loss) $ 3,214 $(198,371) $ 2,664 $ 1,776

(In thousands)

2002 Quarters Third Fourth
------------------------------ --------------

As reported As Restated As reported
Net Sales $52,461 $52,461 $ 102,936
Gross Profit 17,926 17,926 20,921
Operating Income 4,929 3,778 8,093
Interest Expense 7,876 7,876 9,151
Income (loss) before provision for income
taxes and cumulative effect of change in
accounting principle
(2,947) (4,098) (1,058)
Provision for income taxes (734) (1,613) (416)
Cumulative effect of change in accounting
principle, net of tax
- - -
Net Income (loss) $(2,213) $(2,485) $ (642)

(In thousands)

2001 Quarters First Second Third Fourth
-------------- --------------- --------------- --------------

Net Sales $39,718 $79,253 $57,115 $110,068
Gross Profit 15,001 28,048 17,558 25,979
Operating Income 5,982 13,511 2,750 11,141
Interest Expense 7,267 11,277 7,073 8,741
(Loss)Income From Continuing
Operations (1,285) 2,234 (4,323) 2,400
Net (Loss)Income (574) (296) (3,838) 744

LIQUIDITY AND CAPITAL RESOURCES

The Company's short-term cash needs are primarily for debt service and
working capital, including accounts receivable and inventory requirements. The
Company has historically financed its short-term liquidity needs with cash flow
generated from operations and revolving line of credit borrowings. At December
31, 2002, the Company had $67.0 million of working capital and $21.9 million of
unused and available funds under its revolving credit facility.

Cash Flows from Operating Activities. During 2002, net cash provided by
operations was $7.0 million, compared to $17.3 million in 2001. The primary
reason for the decrease is due to the Company's reduction of trade payables
which was somewhat offset by higher receivables balances due to the impact of
the acquisitions in 2001.

Cash Flows from Investing Activities. During 2002 we spent $1.4 million on
capital expenditures and sold several assets resulting in $9.8 million generated
by investing activities. This is compared to 2001, which included $5.2 million
spent on capital expenditures and $73.7 million spent on acquisitions. Net cash
generated by investing activities was $8.3 million in 2002 compared to a use of
cash of $78.9 million for 2001.

Cash Flows from Financing Activities. Net cash used in financing activities
during 2002 was $12.5 million compared to net cash provided by financing
activities of $66.1 million in 2001. During 2002 the Company sold several assets
using the proceeds to reduce its outstanding senior term loan. Financing
activities during 2001 focused on the Company's acquisition of Former Brown
Jordan and simultaneous restructuring of the Company's Senior Credit Facility.
Specifically, proceeds for the acquisition and Senior Credit Facility payoff
were $201.8 million under the Company's new Senior Credit facility and $50.9
million of equity investment. Of these amounts, $147.3 million was used to
payoff the existing Senior Credit Facility and $105.4 million was used for the
acquisition, including payoff of funded indebtedness. This is compared to 2000
when cash was primarily provided by proceeds from borrowings under our revolving
credit facility and to a lesser extent, our acquisition line of credit. In
addition, proceeds were provided by the issuance of the company's common stock
pursuant to acquisitions.

During 2002, our senior credit facility consisted of a $165.0 million term
loan of which $161.3 million was outstanding on January 1, 2002. During 2002,
principal payments totaling $16.8 million were made against the term loan
leaving an outstanding balance on the loan of $144.4 million as of December 31,
2002. During 2002 our senior credit also included, a $60.0 million revolving
credit facility, of which $32.7 million was borrowed and $5.5 million was
allocated to existing letters of credit outstanding at December 31, 2002. As of
December 31, 2002, we had undrawn availability based on a borrowing base formula
under the revolving credit facility of approximately $21.9 million.

The senior credit facility also requires the Company to enter into an
interest rate swap agreement to fix the interest rate on at least $80 million
principal amount of variable rate debt. (See Note 5 to the Consolidated
Financial Statements).

We have significant amounts of debt requiring interest and principal
repayments. The senior subordinated notes (See Note 4 to the Consolidated
Financial Statements) require semi-annual interest payments, will mature in
August 2007. Borrowings under the senior credit facility also require quarterly
interest payments.

In connection with acquisition of the Former Brown Jordan, Holdings issued
$22 million in notes to Former Brown Jordan stockholders. Holdings does not
generate cash internally and is therefore dependent upon the Company's cash
flows to service its debt. Cash interest payments by Holdings would be funded
from the Company's existing working capital or revolving credit line. However,
the Company currently does not pay dividends to its shareholder and is
prohibited under the Senior Credit Facility from doing so and has no obligation
to fund interest payments on the notes; therefore, all interest payments by
Holdings were paid in kind ("pik") through the issuance of additional notes in
equal value to the interest payable. It is Holdings' intention to continue to
issue additional pik notes to the note holders in lieu of quarterly cash
payments for interest earned. (See Note 4 to the Audited Consolidated Financial
Statements).

Our other liquidity needs relate to working capital, capital expenditures
and potential acquisitions. We intend to fund our working capital, capital
expenditures and debt service requirements through cash flow generated from
operations and borrowings under our senior credit facility.

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

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

Our anticipated capital needs through 2003 will consist primarily of the
following:

interest payments due on the notes and interest and principal due under
our senior credit facility,

increases in working capital driven by the growth of our business, and

the financing of capital expenditures.

Aggregate capital expenditures are budgeted at approximately $2.0 million
in 2003. To the extent available, funds will be used to reduce outstanding
borrowings under our senior credit facility.

As of December 31, 2002 the Company was not in compliance with the Maximum
Consolidated Total and Senior Leverage Covenants and the Interest Coverage
Covenant as defined in the Senior Credit Facility. The lender's agent and the
requisite lenders waived these violations of covenants pursuant to the terms
contained in the Second Amendment to the Credit Agreement and Limited Waiver
("Second Amendment"). The Second Amendment, dated March 19, 2003, changed
certain covenant requirements, established the applicable LIBOR margin at 5.0%
for the term debt and 4.5% for the revolver debt, until the later of March 31,
2004 or the delivery of the audited 2003 financials statements. The revolving
credit portion of the facility was also reduced from $60 million to $50 million.

In addition, the Company failed to make a $6.7 million scheduled
subordinated note interest payment in February 2003. The Company subsequently
made the required interest payment within the cure period specified in the
Notes.

Under a Guaranty between the senior bank group and Trivest, Trivest agreed
to guarantee up to $13.4 million of the Company's obligations to pay interest on
the subordinated indebtedness. The Reimbursement Agreement obligates the Company
to reimburse Trivest for any funds paid by it pursuant to the Guaranty.

The following tables set forth the Company's contractual obligations and
commitments.

- --------------------------- ------------- ------------- -------------- ------------- -------------

(In Thousands) Payments Due By Period
- --------------------------- ----------------------------------------------------------------------

Contractual 1 year 2-3 4-5 After 5
Obligations Total or less years years years
- --------------------------- ------------- ------------- -------------- ------------- -------------
Long-Term Debt 112,500
249,435 9,375 127,560 -
- --------------------------- ------------- ------------- -------------- ------------- -------------

IDB Debt 3,250 325 650 650 1,625
- --------------------------- ------------- ------------- -------------- ------------- -------------
Operating Leases
23,438 5,083 7,315 6,004 5,036
- --------------------------- ------------- ------------- -------------- ------------- -------------

- --------------------------- -------------- ------------- ------------- ------------- -------------

(In Thousands) Commitment Expiration Per Period
- --------------------------- -------------- ----------------------------------------- -------------
Total
Contractual Amounts 1 year 2-3 4-5 After 5
Obligations Committed or less years years years
- --------------------------- -------------- ------------- ------------- ------------- -------------
Standby Letters of

Credit 5,488 5,488 - - -
- --------------------------- -------------- ------------- ------------- ------------- -------------

RELATED PARTY TRANSACTIONS

In October 1994, the Company entered into a ten-year agreement (the
"Investment Services Agreement") with Trivest. Pursuant to the Investment
Services Agreement, Trivest provides corporate finance, financial relations,
strategic and capital planning and other management advice to the Company. As a
result of acquisitions during 2000, the annual base compensation was increased
to $400,000. In 2001, as a result of acquisitions, the annual base compensation
was increased to $750,000. For the year ended December 31, 2002, 2001 and 2000,
the amount expensed was $764,000, $651,000 and $393,000, respectively. Under the
agreement, during 2001, the Company also paid Trivest $1,300,000 in connection
with the acquisition of Former Brown Jordan. During 2000, the Company paid
Trivest $631,000 in connection with the Wabash acquisition and $478,000 in
connection with the Charter acquisition. Trivest and its affiliates made
additional equity investments into Holdings of approximately $48.0 million in
2001, in support of the Former Brown Jordan acquisition. In addition, Trivest
and its affiliates contributed approximately $6.1 million in support of
acquisitions in 2000. Pursuant to the Second Amendment to the Senior Credit
Facility the Company will continue to expense the management fee of $750,000 but
is restricted to paying only $350,000 during the period of the Second Amendment.

As a result of the Former Brown Jordan acquisition the Company acquired
approximately 20% ownership of Lexman Holdings, Limited, ("Lexman"). Lexman is
the sole equity holder of Leisure Garden, a furniture manufacturer in the
People's Republic of China. The Company had a long-term supply agreement with
Lexman providing for the Company to purchase a minimum of $10,000,000 of
furniture per year. In calendar 2002 the Company purchased approximately
$92,000,000 from Leisure Garden. The agreement with Leisure Garden expired in
2001. In addition, the Company reported dividend income from Leisure Garden, in
2002 of $1,000,000 and of $700,000 in 2001. In December 2002 the Company
divested its interest in Lexman for $4.3 million in cash and the return of the
shares owned by the principals of Lexman and Leisure Garden in Holdings. The
Company did not realize any gain or loss from the sale of this asset, but did
record a reduction of additional paid in capital of $195,000 as a result of the
return of the shares of Holdings.

FOREIGN EXCHANGE FLUCTUATIONS AND EFFECTS OF INFLATION

BJI purchases some raw materials from several Italian suppliers. In
addition, the Company funds some expenses for its Juarez, Mexico manufacturing
facility. These transactions expose the Company to the effects of fluctuations
in the value of the U.S. dollar versus the Euro and Mexican Peso. If the U.S.
dollar declines in value versus these foreign currencies, the Company will pay
more in U.S. dollars for these transactions. To reduce its exposure to loss from
such potential foreign exchange fluctuations, the Company will occasionally
enter into foreign exchange forward contracts. These contracts allow the Company
to buy Euros and Mexican Pesos at a predetermined exchange rate and thereby
transfer the risk of subsequent exchange rate fluctuations to a third party.
Consequently, the Company elected to hedge a portion of its exposure to
purchases made in 2002 by entering into foreign currency forward contracts, with
a value of $1.5 million, none of which were outstanding and unsettled at
December 31, 2002. Further, the Company entered into Mexican Peso forward
contracts during 2002, with a value of $4.2 million, none of which were
outstanding at December 31, 2002. The Company did not incur significant gains or
losses during 2002 as a result of these foreign currency transactions. The
Company's hedging activities relate solely to its component purchases in Italy
and operations funding in Mexico. The Company does not speculate in foreign
currency.

Inflation has not had a significant impact on us in the past three years,
and management does not expect inflation to have a significant impact in the
foreseeable future.

CRITICAL ACCOUNTING POLICIES

General

Management's discussion and analysis of its financial condition and results
of operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, the Company evaluates
its estimates, including those related to customer programs and incentives,
product returns, bad debts, inventories, intangible assets, income taxes,
warranty obligations, pensions and contingencies and litigation. The Company
bases its estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.

The Company believes the following critical accounting policies affect its
more significant judgments and estimates used in the preparation of its
consolidated financial statements.

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be
required. The Company performs periodic credit evaluations of its customers'
financial condition and determines if collateral is needed on a customer by
customer basis.

Warranty Reserve

The Company provides for the estimated cost of product warranties at the
time revenue is recognized. While the Company engages in product quality
programs and processes, including actively monitoring and evaluating the quality
of its component suppliers, the Company's warranty obligation is affected by
product failure rates, material usage and service delivery costs incurred in
correcting a product failure. Should actual product failure rates, material
usage or service delivery costs differ from the Company's estimates, revisions
to the estimated warranty liability would be required.

Inventory

The Company writes down its inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required. Goodwill

Under the purchase method of accounting for acquisitions, goodwill
represents the excess of the purchase price over the fair value of the net
assets acquired. Goodwill is capitalized and through December 31, 2001 was
amortized on a straight-line basis over its estimated useful life which was 40
years. Effective with the Company's adoption of SFAS No. 142, "Goodwill and
Other Intangible Assets", on January 1, 2002, good will is no longer subject to
amortization. Instead, goodwill is subject to an annual assessment for
impairment in value by applying a fair-value based test.

Prior to 2002, the Company measured impairment of goodwill using the
undiscounted cash flow method whenever events and circumstances warranted
revised estimates of useful lives or recognition of an impairment of goodwill.
The undiscounted cash flow method compares the net book value being tested to
the estimated aggregate undiscounted cash flows. If the net book value exceeded
the estimated aggregate undiscounted cash flows, the excess carrying amount of
goodwill was written off.

Impairment loss for goodwill arising from the initial adoption of SFAS No.
142 is to be reported as resulting from a change in accounting principle. During
the fourth quarter the Company completed its Step 2 assessment of goodwill and
has recorded an SFAS No. 142 transition impairment of $201.2 million, net of
tax. The impairment has been accounted for as a cumulative effect of a change in
accounting principle and has been recorded effective January 1, 2002.

Trademarks

Trademarks represent the estimated fair value of trade name related
intangible assets acquired in connection with certain business acquisitions.
Trademarks are indefinite lived intangible assets and therefore are not being
amortized. Such assets are tested annually for impairment.

Customer relationships

Customer relationships represent the estimated fair value of customer
related intangible assets acquired in connection with certain business
acquisitions. Customer relationships are being amortized over their estimated
useful life of 10 years. Accumulated amortization as of December 31, 2002 and
amortization expense for the year then ended is $4.1 million and $2.5 million,
respectively.

Derivatives

The Company utilizes an interest rate swap to hedge the variability of cash
flow to be paid related to a portion of its variable-rate debt. The
effectiveness of the interest rate swap hedge relationship is assessed by
utilizing the "variable cash flows method". Changes in the fair value of a
derivative that is designated and qualifies as a cash flow hedge, to the extent
that the hedge is effective, are recorded in other comprehensive income, until
earnings are affected by the variability of the hedged cash flows. Cash flow
hedge ineffectiveness is recorded in interest expense.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." SFAS 143 applies to legal obligations associated with the
retirement of long-lived assets that result from acquisition, construction,
development and/or the normal operation of a long-lived asset. Statement 143 is
effective for financial statements for fiscal years beginning after June 15,
2002. The Company is required to adopt this statement in the first quarter of
2003. The Company does not believe adoption of this statement will materially
impact the Company's financial position or results of operations.

On January 1, 2002, the Company adopted SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supersedes SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business. SFAS 144
provides more guidance on estimating cash flows when performing a recoverability
test, requires that a long-lived asset or asset group, principally consisting of
property, plant and equipment, to be disposed of other than by sale (e.g.,
abandoned) be classified as "held and used" until it is disposed of, requires
revision of the depreciable life of a long-lived asset to be abandoned and
establishes more restrictive criteria to classify an asset or asset group as
"held for sale." The adoption of this Statement did not have a material impact
on the Company's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections", which, among other things, rescinded SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt". Previously under SFAS No. 4, all gains
and losses from extinguishments of debt were required to be aggregated and, if
material, classified as an extraordinary item in the statements of operations.
SFAS No. 145 requires that gains and losses from extinguishments of debt be
classified as extraordinary items only if they meet the criteria in APB No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". Any gains or losses on extinguishment of debt that
were presented as extraordinary items in prior periods but which do not qualify
for classification as an extraordinary item under APB No. 30, are to be
reclassified. Companies are required to adopt SFAS No. 145 in fiscal years
beginning after May 15, 2002. The Company early adopted the provisions and
reclassified previously recorded loss from extinguishment of debt from
extraordinary loss to interest expense for the year ended December 31, 2001.

In July 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity Including Certain Costs Incurred in a
Restructuring" (EITF 94-3). The principal difference between SFAS No. 146 and
EITF 94-3 relates to SFAS No. 146's requirements for recognition of a liability
for a cost associated with an exit or disposal activity. SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for an
exit cost was recognized at the date of an entity's commitment to an exit plan.
A fundamental conclusion reached by FASB in this statement is that an entity's
commitment to a plan, by itself, does not create an obligation that meets the
definition of a liability. Therefore, this statement eliminates the definition
and requirements for recognition of exit costs in EITF 94-3. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The effective date of the new statement is January 1, 2003, with
earlier adoption encouraged. The Company does not believe adoption of this
statement will materially impact the Company's financial position or results of
operations.

On December 31, 2002, FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure ("Statement 148"). Statement 148 amends
SFAS No. 123, Accounting for Stock-Based Compensation ("Statement 123"), to
provide alternative methods of transition to Statement 123's fair value method
of accounting for stock-based employee compensation. Statement 148 also amends
the disclosure provisions of Statement 123 and Accounting Principles Board
Opinion No. 28, "Interim Financial Reporting," to require disclosures in the
summary of significant accounting policies of the effects of an entity's
accounting policy with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
Statement 148 does not amend Statement 123 to require companies to account for
employee stock options using the fair value method. The Company adopted the
disclosure provisions required in Statement 148.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This filing contains certain forward-looking statements about our financial
condition, results of operations and business within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. You can find many of these statements by looking for words like "will,"
"should," "believes," "expects," "anticipates," "estimates," "intends," "may,"
"pro forma," or similar expressions used in this prospectus. These
forward-looking statements are subject to assumptions, risks and uncertainties,
including those relating to the following:

o our level of leverage;

o our ability to meet our debt service obligations;

o the subordination of the registered notes to our senior indebtedness,
which is secured by substantially all of our assets;

o the restrictions imposed upon us by our indenture and our senior credit
facility;

o our ability to identify suitable acquisition opportunities and to
finance, complete and integrate acquisitions;

o the competitive and cyclical nature of the furniture manufacturing
industry; and

o general domestic and global economic conditions.

Because these statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. You are cautioned not to place undue reliance on
these statements, which speak only as of the date of this filing.

We do not undertake any responsibility to release publicly any revisions to
these forward-looking statements to take into account events or circumstances
that occur after the date of this filing. Additionally, we do not undertake any
responsibility to update you on the occurrence of any unanticipated events which
may cause actual results to differ from those expressed or implied by the
forward-looking statements contained in this filing.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

The information required by this item is contained in "Management's
Discussion and Analysis of Financial Condition and Results of Operations," under
the heading "Foreign Exchange Fluctuations and Effects of Inflation" and in Note
1 of the Company's Consolidated Financial Statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page

Report of Independent Certified Public Accountants 38

Consolidated Balance Sheets as of
December 31, 2002 and 2001 39

Consolidated Statements of Operations for the
Years ended December 31, 2002, 2001 and 2000 40

Consolidated Statements of Stockholder's Equity (Deficit)
for the Years ended December 31, 2000, 2001 and 2002 41

Consolidated Statements of Cash Flows for the
Years ended December 31, 2002, 2001 and 2000 42

Notes to Consolidated Financial Statements 45

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Brown Jordan International, Inc.

We have audited the accompanying consolidated balance sheets of Brown
Jordan International, Inc. and subsidiaries (the "Company", formerly known as
WinsLoew Furniture, Inc.) as of December 31, 2002 and 2001, and the related
consolidated statements of operations, stockholder's equity (deficit) and cash
flows for each of the three years in the period ended December 31, 2002. Our
audits also included the financial statement schedule listed in the Index at
Item 15(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Brown Jordan
International, Inc. and subsidiaries at December 31, 2002 and 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002 in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, effective
January 1, 2002, the Company changed its method of accounting for goodwill.

/s/ ERNST & YOUNG LLP

Fort Lauderdale, Florida
March 19, 2003

BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

December 31,

--
--------------- ----------------
2002 2001
--------------- ----------------
(Restated)
Assets
Cash and cash equivalents $ 7,927 $ 5,107
Accounts receivable, less allowance for doubtful accounts of $2,265
and $3,339 at December 31, 2002 and 2001, respectively
76,379 86,534
Refundable income taxes 4,012 -
Inventories 28,238 28,111
Prepaid expenses and other current assets 10,856 12,113
--------------- ----------------
Total current assets 127,412 131,865

Property, plant and equipment, net 28,682 37,258
Customer relationships, net 20,504 22,964
Trademarks 25,335 25,335
Goodwill, net 91,253 311,568
Other assets, net 8,907 15,619
--------------- ----------------
Total assets $ 302,093 $ 544,609
=============== ================

Liabilities and Stockholder's Equity (Deficit)
Current portion of long-term debt $ 9,700 $ 7,200
Accounts payable 18,153 35,300
Accrued interest 4,917 5,214
Other accrued liabilities 27,604 20,179
--------------- ----------------
Total current liabilities 60,374 67,893

Long-term debt, net of current portion 273,329 287,878
Deferred income taxes 4,016 20,473
--------------- ----------------
Total liabilities 337,719 376,244
--------------- ----------------

Commitments and Contingencies

Stockholder's equity (deficit):
Common stock -- par value $.01 per share,
1,000 shares authorized at December 31,
2002 and 2001 with 1,000 shares
issued and outstanding at December 31,
2002 and 2001 -- --
Additional paid-in capital 162,041 164,735
Retained earnings (deficit) (194,638) 5,084
Accumulated other comprehensive loss (3,029) (1,454)
--------------- ----------------
Total stockholder's equity (deficit) (35,626) 168,365
--------------- -- ----------------
Total liabilities and stockholder's equity (deficit) $ 302,093 $ 544,609
=============== ================

See accompanying notes.

BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,
-------------------------------------------------------------------

(In thousands) 2002 2001 2000

Net sales $ 354,670 $ 286,154 $188,963
Cost of sales 262,913 199,568 110,941
------------------ ------------------- ----------------
Gross profit 91,757 86,586 78,022

Selling, general and
administrative expense 52,898 44,124 30,063
Amortization 2,789 9,078 6,957
------------------ ------------------- ----------------
Operating income 36,070 33,384 41,002
------------------ ------------------- ----------------

Interest expense 33,555 34,358 27,114
------------------ ------------------- ----------------

Income (loss) before provision for income
taxes and cumulative effect of change in
accounting principle

2,515 (974) 13,888

Provision for income taxes
990 2,990 7,151
------------------ --- ------------------- --- ----------------

Income (loss) before cumulative effect of
change in accounting principle

1,525 (3,964) 6,737

Cumulative effect of change in accounting
principle, net of tax

201,247 - -
------------------ ------------------- ----------------

Net income (loss) $(199,722) $(3,964) $6,737

================== =================== ================

See accompanying notes.

BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)

Accumulated
Common Shares Additional Other Retained
Paid in Comprehensive Earnings
Shares Amount Capital Loss (Deficit) Total
------------ --------- --------------- ----------------- --------------------- -------------

------------ --------- --------------- ----------------- --------------------- -------------
Balance December 31, 1999 780,000 $ 8 $ 79,392 $ 2,311 $ 81,711

Repurchase and cancellation
of stock (13,225) - (1,322) - (1,322)
Proceeds of stock issued 48,171 - 6,150 - 6,150
Stock issued in
consideration for
business combinations 35,404 1 4,599 - 4,600
Net income - - - 6,737 6,737
------------ --------- --------------- ----------------- --------------------- -------------
Balance December 31, 2000 850,350 9 88,819 9,048 97,876

Proceeds of stock issued 147 - 20 - 20
Former Brown Jordan acquisition and
merger into Holdings
(849,497) (9) 75,896 - 75,887
Net loss - - - (3,964) (3,964)
Other comprehensive loss - - - $(1,454) - (1,454)
------------ --------- --------------- ----------------- --------------------- -------------
Comprehensive loss - - - (1,454) (3,964) (5,418)
------------ --------- --------------- ----------------- --------------------- -------------
Balance December 31, 2001 1,000 - 164,735 (1,454) 5,084 168,365

Retirement of Parent stock - - (194) - (194)

Former Brown Jordan acquisition
adjustment (2,500) - (2,500)
Net loss - - - (199,722) (199,722)
Other comprehensive loss - - - (1,575) - (1,575)
------------ --------- --------------- ----------------- --------------------- -------------
Comprehensive loss - - - (1,575) (199,722) (201,297)
------------ --------- --------------- ----------------- --------------------- -------------
Balance December 31, 2002 1,000 $ - $162,041 $(3,029) $ (194,638) $ (35,626)
============ ========= =============== ================= ===================== =============

See accompanying notes.

BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended Year ended Year ended
December 31, December 31, December 31,
2002 2001 2000
Cash flows from operating activities:
Net income (loss) $(199,722) $ (3,964) $ 6,737
Adjustments to reconcile net
income (loss) to net cash provided
by operating activities:
Cumulative effect of change in accounting principle, net
of tax
201,247 - -
Depreciation and amortization 9,191 17,609 10,561
Provision for (reduction of) allowance
for doubtful accounts 64 (403) 672
Provision for excess
and obsolete inventory 2,245 1,427 -
Going private transaction expenses - - (120)
Loss on sale of assets 733 - 107
Changes in operating assets and
liabilities, net of effects from
acquisitions and dispositions:
Accounts receivable 10,091 (16,045) (4,904)
Inventories (2,372) 3,416 83
Prepaid expenses and other
current assets 1,257 (1,018) 488
Refundable income taxes (4,012) - 6,908
Other assets (336) (261) (33)
Accounts payable (17,147) 20,311 (1,101)
Accrued interest (297) (1,551) 1,205
Other accrued liabilities 4,801 (3,317) (7,237)
Deferred income taxes 1,292 1,121 750
Net cash provided by
--------------- --------------------- -------------------
operating activities 7,035 17,325 14,116

Cash flows from investing activities:

Capital expenditures (1,440) (5,165) (5,966)
Cash proceeds from sale of property, plant and
equipment, net 5,468 - 110
Acquisitions of businesses, net of cash acquired - (73,725) (52,631)
Cash received on sale of investment 4,300 - -
Net cash provided by (used in)

--------------- --------------------- -------------------
investing activities 8,328 (78,890) (58,487)

Cash flows from financing activities:
Net borrowings (payments) under
revolving credit agreements 4,597 (28,385) (7,011)
Proceeds from long-term debt - 203,849 50,431
Payments on long-term debt (17,140) (5,000) (3,700)
Proceeds from issuance of
common stock, net - 20 -
Proceeds from issuance of
common stock for acquisitions - - 6,150
Contributed capital in connection
with acquisition - 50,928 -
Repurchase and cancellation
of stock - - (1,323)
Deferred financing costs - (8,005) (284)
Payoff of existing credit
facility - (147,337) -
Net cash provided by (used in)
--------------- --------------------- -------------------
financing activities (12,543) 66,070 44,263

Net increase (decrease) in
cash and cash equivalents 2,820 4,505 (108)
Cash and cash equivalents
at beginning of year 5,107 602 710

Cash and cash equivalents at
--------------- --------------------- -------------------
end of year $ 7,927 $ 5,107 $ 602
=============== ===================== ===================

Years Ended December 31,
2002 2001 2000

Supplemental disclosures:
Interest paid $ 29,279 $ 31,083 $24,436
Income taxes paid $1,677 $2,225 $ 5,503

Supplemental schedule of
non-cash transactions:
Stock acquired through
parent capital
contribution - $ 22,000 -
Stock acquired through
issuance of Company - $ 2,959 $ 4,600
options and stock
Reduction of additional paid in capital as a
result of settlement of contracts claims $2,500 - -
Reduction of addiitonal paid in capital due to
sale of investment $ 195 - -

Investing activities included the acquisition of:
The Woodsmiths Company and Brown Jordan International in 2001 and Wabash Valley
Manufacturing, Stuart Clark and Charter Furniture in 2000.

2001 2000
Fair value of assets
acquired $147,718 $67,272
Cash on-hand (960) (1,507)
Liabilities assumed (48,074) (8,534)
Less Value of stock consideration (24,959) (4,600)
Cash paid for acquisitions, net
---------------- -----------------
of cash acquired $ 73,725 $52,631
================ =================

See accompanying notes.

BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002

1. NAME CHANGE, BUSINESS AND ORGANIZATION

NAME CHANGE

On April 23, 2002, the Board of Directors voted to change the name of
WinsLoew Furniture, Inc. ("WinsLoew") to Brown Jordan International, Inc. ("BJI"
or the "Company").

BUSINESS

BJI is comprised of companies engaged in the design, manufacture and
distribution of casual, contract and hospitality and ready-to-assemble ("RTA")
furniture to the retail and contract channel. BJI's furniture products are
distributed primarily through independent manufacturer's representatives, and
are constructed of extruded and tubular aluminum, wrought iron and cast
aluminum. These products are distributed through fine patio stores, department
stores, national accounts and full line furniture stores nationwide. Our site
amenity products are constructed of expanded mesh and sheet steel and marketed
through representatives and catalog distribution. BJI's contract and hospitality
seating products are distributed through the contract channel to a customer
base, which includes architectural design firms, restaurant and hospitality
chains. BJI's RTA products include promotionally priced coffee and end tables,
wall units and rolling carts. Distribution of RTA furniture products is through
the retail channel to national accounts, catalog wholesalers and specialty
retailers.

ORGANIZATION

Prior to the 2001 acquisition of the entity formerly known as Brown Jordan
International, Inc. ("the Former Brown Jordan"), WinsLoew completed a
recapitalization transaction wherein; WinsLoew became a wholly-owned subsidiary
of a new holding company called WLFI Holdings, Inc. ("Holdings"), a Florida
corporation.

All shares of common stock that were outstanding immediately prior to the
merger (850,497 shares) were converted into shares of common stock of Holdings.
Affiliates of Trivest Partners, L. P. ("Trivest") are majority shareholders of
Holdings. Trivest, Holdings and the Company have certain common shareholders,
officers and directors. In addition, each warrant or option to purchase shares
of WinsLoew's common stock was converted into a warrant or option to purchase an
equivalent number of shares of common stock of Holdings. 1,000 shares of
WinsLoew's common stock were then issued to WLFI Holdings, Inc.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND RESTATEMENT

The consolidated financial statements include the accounts of BJI and its
subsidiaries. All material intercompany balances and transactions have been
eliminated.

As discussed in Note 3, the December 31, 2001 balance sheet has been
restated.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates. Significant estimates include the allowance for doubtful accounts,
warranty reserves, excess and obsolete inventory reserves, the accruals related
to the Company's insurance programs, the allocation of purchase price of
acquired businesses and the valuation of intangible assets related to the
acquired businesses.

CASH AND CASH EQUIVALENTS

The Company classifies as cash and cash equivalents all highly liquid
investments which have maturities at the date of purchase of three months or
less. The Company maintains its cash in bank deposit accounts, which, at times,
may exceed the federally insured limits. The Company has not experienced any
losses in such accounts.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
financial condition of the Company's customers were to deteriorate, resulting in
an impairment of their ability to make payments, additional allowances may be
required. The Company performs periodic credit evaluations of its customers'
financial condition and determines if collateral is needed on a customer by
customer basis.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
utilizing the first-in, first-out ("FIFO") method.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. The Company provides for
depreciation on a straight-line basis over the following estimated useful lives:
building and improvements, 8 to 40 years; manufacturing equipment, 2 to 11
years; office furniture and equipment, 3 to 7 years; and vehicles, 3 to 5 years.
Normal repairs and maintenance are expensed as incurred.

LONG LIVED ASSETS

The carrying value and estimated lives of long-lived assets are reviewed if
the facts and circumstances suggest that the carrying value may be impaired or
the useful lives may require revision. If this review indicates that the
carrying value of long-lived assets will not be recoverable, as determined based
on the undiscounted cash flows of the long-lived asset over the remaining
amortization period, the Company's carrying value of the long-lived assets will
be reduced by the amount by which the carrying value exceeds the fair value.
Management has reviewed the carrying value of the Company's long-lived assets to
be held and used in the Company's operations (other than goodwill) and has
determined there has been no impairment of the carrying value for any of the
periods presented.

GOODWILL

Under the purchase method of accounting for acquisitions, goodwill
represents the excess of the purchase price over the fair value of the net
assets acquired. Goodwill is capitalized and through December 31, 2001 was
amortized on a straight-line basis over its estimated useful life which was 40
years. Effective with the Company's adoption of Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets",
on January 1, 2002, goodwill is no longer subject to amortization. Instead,
goodwill is subject to an annual assessment for impairment in value by applying
a fair-value based test.

Prior to 2002, the Company measured impairment of goodwill using the
undiscounted cash flow method whenever events and circumstances warranted
revised estimates of useful lives or recognition of an impairment of goodwill.
The undiscounted cash flow method compares the net book value being tested to
the estimated aggregate undiscounted cash flows. If the net book value exceeded
the estimated aggregate undiscounted cash flows, the excess carrying amount of
goodwill was written off.

Any impairment loss for goodwill arising from the initial adoption of SFAS
No. 142 is reported as change in accounting principle. During the fourth
quarter, the Company completed its Step 2 assessment of goodwill and recorded a
transition impairment adjustment of $201.2 million, net of tax. The impairment
has been accounted for as a cumulative effect of a change in accounting
principle and has been recorded effective January 1, 2002.

The following table shows the impact of the adoption of SFAS No. 142 as if
the provisions of this pronouncement had been retroactively applied to prior
years, as follows:

Years ended December 31,
-------------------------------------
2001 2000
Net income (loss) as reported $ (3,964) $ 6,737

Goodwill amortization, net of tax 7,812 6,199
---------------- -------------

Pro forma net income $ 3,848 $ 12,936
================ =============

TRADEMARKS

Trademarks represent the estimated fair value of trade name related
intangible assets acquired in connection with certain business acquisitions.
Trademarks have indefinite lives and, therefore, are not amortized. Such assets
are tested at least annually for impairment.

CUSTOMER RELATIONSHIPS

Customer relationships represent the estimated fair value of customer
related intangible assets acquired in connection with certain business
acquisitions. Customer relationships are amortized over their estimated useful
life of 10 years. Accumulated amortization as of December 31, 2002 and
amortization expense for the year then ended amounted to $4.1 million and $2.5
million, respectively.

OTHER ASSETS

Loan acquisition costs and related legal fees, included in other assets,
are deferred and amortized over the respective terms of the related debt. The
amount of deferred loan acquisition costs at December 31, 2002 and 2001 was $7.5
million and $9.5 million, net of accumulated amortization of $4.3 million and
$2.1 million, respectively. Amortization of loan acquisition costs was $2.1
million, $3.4 million and $1.3 million for the years ended December 31, 2002,
2001 and 2000, respectively.

ADVERTISING AND CATALOG COSTS

The Company expenses the cost of advertising as incurred, except for
catalog costs. The costs of producing and distributing sales catalogs are
capitalized and charged to expense in the periods in which the related sales
occur. Advertising expense was $8.3 million in 2002, $6.6 million in 2001 and
$4.2 million in 2000 and is included in "Selling, general and administrative
expenses". Capitalized catalog expenses are included in prepaid expenses and
other current assets are $2.0 million in 2002 and $1.9 million in 2001.

INCOME TAXES

The Company accounts for income taxes under the liability method pursuant
to SFAS No. 109, "Accounting for Income Taxes". Under the liability method,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. Recognition of deferred tax assets is limited to amounts
considered by management to more likely than not be realizable in future
periods. The Company and its wholly-owned subsidiaries file a consolidated
federal income tax return.

REVENUE RECOGNITION

Sales are recorded at time of shipment from the Company's facilities or
suppliers to customers, at which point title and risk of loss have passed.

STOCK OPTIONS

As permitted by Statement of Financial Accounting Standards No.123 (SFAS
123), the Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting For Stock Issued to Employees" and its interpretations in
accounting for its stock options and other stock-based employee compensation
awards. Under provisions of APB No.25, no compensation expense has been
recognized for stock option grants as the exercise prices are at or greater than
the fair value of shares at the date of the grant. Pro forma information
regarding net income as calculated under the fair value provisions of SFAS 123
is as follows:

Year ended December 31,
------------------------------------------
2002 2001
------------------ --------------------

Net income (loss) as reported $(199,722) $(3,964)
Pro forma stock based compensation expense, net
of tax 147 84

------------------ --------------------

Pro forma net income (loss) $(199,869) $(4,048)

================== ====================

Expected dividend yield zero zero
Expected stock price volatility 25% 25%
Risk-free interest rate 5.00% 4.68%
Expected life of options in years 10 10

DERIVATIVES

The Company utilizes an interest rate swap to hedge the variability of cash
flow to be paid related to a portion of its variable-rate debt. The
effectiveness of the interest rate swap hedge relationship is assessed by
utilizing the "variable cash flows method". Changes in the fair value of a
derivative that is designated and qualifies as a cash flow hedge, to the extent
that the hedge is effective, are recorded in other comprehensive income, until
earnings are affected by the variability of the hedged cash flows. Cash flow
hedge ineffectiveness is recorded in interest expense.

SFAS No. 130,"Reporting Comprehensive Income," establishes standards for
the reporting and display of comprehensive income, which is defined as the
change in equity of a business enterprise during a period from nonowner sources.
Components of comprehensive income are shown in the accompanying statement of
changes in shareholder's equity. Comprehensive income is equal to net income for
the year ended December 31, 2000.

FOREIGN CURRENCY FORWARD CONTRACTS

The Company has exposure to losses, which may result from settlement of
certain raw materials purchases denominated in a foreign currency. To reduce
this exposure, the Company sometimes enters into forward contracts to buy
foreign currency. These forward contracts are accounted for as hedges,
therefore, gains and losses from settlement of the forward contracts are used to
offset gains and losses from settlement of the liability for the purchased raw
materials. Gains and losses are recognized in the same period in which raw
material purchases affect earnings. The Company is exposed to losses on the
forward contracts in the event it does not purchase the raw materials, however,
the Company does not anticipate this event.

At December 31, 2002 and 2001 the Company had no forward contracts
outstanding. There were no gains or losses included in cost of sales for the
years ended December 31, 2002, 2001 and 2000.

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARD

In June 2001, FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." SFAS 143 applies to legal obligations associated with the
retirement of long-lived assets that result from acquisition, construction,
development and/or the normal operation of a long-lived asset. Statement 143 is
effective for financial statements for fiscal years beginning after June 15,
2002. The Company is required to adopt this statement in the first quarter of
2003. The Company does not believe adoption of this statement will materially
impact the Company's financial position or results of operations.

On January 1, 2002, the Company adopted SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS 144 supersedes SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be disposed of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business. SFAS 144
provides more guidance on estimating cash flows when performing a recoverability
test, requires that a long-lived asset or asset group, principally consisting of
property, plant and equipment, to be disposed of other than by sale (e.g.,
abandoned) be classified as "held and used" until it is disposed of, requires
revision of the depreciable life of a long-lived asset to be abandoned and
establishes more restrictive criteria to classify an asset or asset group as
"held for sale." The adoption of this Statement did not have a material impact
on the Company's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections", which, among other things, rescinded SFAS No. 4, "Reporting Gains
and Losses from Extinguishment of Debt". Previously under SFAS No. 4, all gains
and losses from extinguishments of debt were required to be aggregated and, if
material, classified as an extraordinary item in the statements of operations.
SFAS No. 145 requires that gains and losses from extinguishments of debt be
classified as extraordinary items only if they meet the criteria in APB No. 30,
"Reporting the Results of Operations-Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". Any gains or losses on extinguishment of debt that
were presented as extraordinary items in prior periods but which do not qualify
for classification as an extraordinary item under APB No. 30, are to be
reclassified. Companies are required to adopt SFAS No. 145 in fiscal years
beginning after May 15, 2002. The Company early adopted the provisions and
reclassified previously recorded loss from extinguishment of debt from
extraordinary loss to interest expense for the year ended December 31, 2001.

In July 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF No. 94-3, "Liability Recognition for Certain Employee Termination Benefits
and Other Costs to Exit an Activity Including Certain Costs Incurred in a
Restructuring" (EITF 94-3). The principal difference between SFAS No. 146 and
EITF 94-3 relates to SFAS No. 146's requirements for recognition of a liability
for a cost associated with an exit or disposal activity. SFAS No. 146 requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. Under EITF 94-3, a liability for an
exit cost was recognized at the date of an entity's commitment to an exit plan.
A fundamental conclusion reached by FASB in this statement is that an entity's
commitment to a plan, by itself, does not create an obligation that meets the
definition of a liability. Therefore, this statement eliminates the definition
and requirements for recognition of exit costs in EITF 94-3. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The effective date of the new statement is January 1, 2003, with
earlier adoption encouraged. The Company does not believe adoption of this
statement will materially impact the Company's financial position or results of
operations.

On December 31, 2002, FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure ("Statement 148"). Statement 148 amends
SFAS No. 123, Accounting for Stock-Based Compensation ("Statement 123"), to
provide alternative methods of transition to Statement 123's fair value method
of accounting for stock-based employee compensation. Statement 148 also amends
the disclosure provisions of Statement 123 and Accounting Principles Board
Opinion No. 28, "Interim Financial Reporting," to require disclosures in the
summary of significant accounting policies of the effects of an entity's
accounting policy with respect to stock-based employee compensation on reported
net income and earnings per share in annual and interim financial statements.
Statement 148 does not amend Statement 123 to require companies to account for
employee stock options using the fair value method. The Company adopted the
disclosure provisions required in Statement 148.

3. ACQUISITIONS AND DISPOSITION

In March of 2000, the Company acquired all of the stock of Wabash Valley
Manufacturing, a manufacturer of site amenity furniture sold into the
institutional and corporate markets. The purchase price of approximately $35.5
million was paid in cash and financed with $7.1 million of equity investment
from the sellers and Trivest Furniture (a shareholder of the Company),
borrowings of $20.0 million under the acquisition loan and $8.4 million under
the revolving credit facility. The acquisition was accounted for under the
purchase method of accounting and resulted in goodwill of $22.5 million.

On June 16, 2000 the Company purchased certain assets of Stuart Clark, Inc.
and its affiliates. Stuart Clark is a manufacturer of mid price-point
upholstered furniture for the hospitality industry. The purchase price of
approximately $3.1 million was paid in cash and financed with $0.3 million of
equity investment from the sellers and borrowings of $2.8 million under the
Company's revolving credit facility. The assets and operations of Stuart Clark
were merged into our existing seating facility in Liberty, North Carolina. The
acquisition was accounted for under the purchase method of accounting and
resulted in goodwill of approximately $2.8 million.

On August 11, 2000 the Company purchased all of the stock of Charter
Furniture. Charter provides high quality upholstered furniture for rooms, suites
and common areas of premier hospitality companies. The purchase price of
approximately $18.5 million was paid in cash and financed with $3.3 million of
equity investment from the sellers and Trivest Furniture and $15.2 million under
the revolving credit facility. The acquisition was accounted for under the
purchase method of accounting and resulted in goodwill of $18.7 million.

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

In addition, the stock purchase agreement provided for an additional
contingent deferred payment of up to $1.0 million based upon Woodsmiths'
earnings before interest, taxes, depreciation, amortization and management fees.
The maximum contingent payment amount of $1.0 million was recorded at the time
of purchase as an addition to goodwill and an accrued liability of the Company.
The amount of any such contingent payment will be made directly to the former
sole shareholder and serves as a financial incentive. The acquisition was
accounted for under the purchase method of accounting resulted in goodwill of
approximately $3.4 million.

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

The total purchase price of $123.2 million, including estimated transaction
costs and funded indebtedness, was allocated to the assets acquired using
management's estimate of the fair value of the assets and liabilities acquired.
Pursuant to the purchase method of accounting, the excess of the purchase price
over the $44.6 million fair value of net assets after payment of Former Brown
Jordan indebtedness at closing was recorded as goodwill in the amount of $78.6
million.

The Company's balance sheet as of December 31, 2001 has been restated to
correct the previously recorded purchase price allocations related to the 2001
acquisitions of Woodsmiths and Former Brown Jordan. The principal effects of
this revision resulted in increases in customer relationships, trademarks and
deferred tax liabilities of $23.0 million, $25.3 million and $18.3 million,
respectively, and decreases in goodwill and accrued liabilities of $31.5 million
and $1.7 million, respectively.

In order to complete the acquisition, Holdings raised $50.9 million of
equity and issued $22 million of subordinated notes to the sellers for Former
Brown Jordan stock. Holdings contributed the cash of $50.9 million to the
Company as additional equity. The stock of Former Brown Jordan, obtained in the
exchange for subordinated notes, was also contributed to the Company. The
balance of the proceeds was provided through a refinancing of the Company's
existing Senior Credit Facility. The new Senior Credit Facility consists of a
$165 million Term Loan and a $60 million revolving credit facility. During 2002
the Company adjusted the purchase price for Former Brown Jordan reducing the
principal amount of the Holdings notes payable to the stockholders of the Former
Brown Jordan as a result of the settlement of certain indemnity claims under the
purchase contract. As a result the Company reduced goodwill recorded in
connection with the purchase and reduced additional paid in capital by $2.5
million.

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

The following unaudited pro forma information has been prepared assuming
the acquisitions of Wabash, Stuart Clark, Charter, Woodsmiths and Former Brown
Jordan occurred on January 1, 2000. Pro forma adjustments include only the
effects of events directly attributable to the transaction that are factually
supportable and expected to have a continuing impact. The pro forma results are
not necessarily indicative of what actually would have occurred if the
acquisitions had been in effect for the entire period presented. In addition,
they are not intended to be a projection of future results and do not reflect
any synergies that might be achieved from combined operations.

(In thousands)
For the Years Ended December 31,
2001 2000

Net sales $356,887 $392,525
Net income (loss) (3,332) 8,680

4. LONG-TERM DEBT

Long-term debt consisted of the following at December 31, 2002 and 2001:

(In thousands) 2002 2001
----- ----

Revolving line of credit $ 32,647 $ 28,050
Term Loan 144,435 161,250
Senior Subordinated Notes 102,697 102,203
IDB Bonds 3,250 3,575
------- -------
283,029 295,078
Less current portion (9,700) (7,200)
------- --------
$273,329 $287,878
======== ========

During 2001, the Company restructured its senior credit facility. Certain
proceeds from this restructuring were used to finance a portion of the
consideration for the Former Brown Jordan acquisition.

At December 31, 2002 and 2001, the carrying amounts of long-term debt
approximated their fair values.

Maturities of long-term debt for the five years succeeding December 31,
2002 are $9.7 million in 2003, $12.2 million in 2004, $101.0 million in 2005,
$22.9 million in 2006 and $106.9 million thereafter.

SENIOR CREDIT FACILITY

In connection with the acquisition of Former Brown Jordan, the Company
entered into a new senior credit facility provided by a syndicate of financial
institutions. The facility, which matures in March 2006, provided for borrowings
of up to $225 million, is collateralized by substantially all of the assets of
the Company and is secured by a pledge of the capital stock of all the Company's
domestic subsidiaries. The facility consists of a revolving line of credit
(maximum of $60 million) and a term loan (aggregate of $165 million). The
revolving line of credit allows the Company to borrow funds up to a certain
percentage of eligible inventories and accounts receivable. The Term Loan has an
applicable interest rate at December 31, 2002 of 7.0% and a maturity date of
March 31, 2006.

At the option of the Company, the interest rates under the facility are
either: (1) the base rate, which is the higher of the prime lending rate or 0.5%
in excess of the federal funds effective rate, plus a margin, or (2) the
adjusted LIBOR rate plus a margin. An amendment to the credit agreement dated
December 2001 places a floor of 2.5% on the LIBOR rate. The margins of different
loans under the facility vary according to a pricing grid. The margins for term
loans that are LIBOR based range from 4.0% to 4.5% while margins for revolving
loans that are LIBOR based range from 4.0% to 7.5%. Both LIBOR based term and
revolving rates are based upon the Company's consolidated total leverage ratio.
Margins on base rate loans are the applicable LIBOR margin for such type loans
less 1%. As of December 31, 2002, the Term Loan is priced at a rate of 7.0%,
while the revolving line of credit is priced at 7.25%.

The remaining outstanding principal balance of the Term Loan is due 6.5% in
2003, 8.2% in 2004, 69.7% in 2005 and 15.6% in 2006.

The Company must pay commitment fees at a rate per annum equal to 0.5% on
the average daily excess of revolving loan commitments over the sum of the
aggregate principal amount of outstanding revolving loans (but not any
outstanding swing line loans) plus letter of credit usage.

The facility contains customary covenants and restrictions on the Company's
and its subsidiaries' ability to issue additional debt or engage in certain
activities and includes customary events of default. In addition, the facility
specifies that the Company must meet or exceed defined fixed charge and interest
coverage ratios and must not exceed defined leverage ratios.

As of December 31, 2002 the Company was not in compliance with the Maximum
Consolidated Total and Senior Leverage Ratios and the Interest Coverage Ratio as
defined in the Senior Credit Facility. The lender's agent and the requisite
lenders waived these violations of covenants pursuant to the terms contained in
the Second Amendment to the Credit Agreement and Limited Waiver ("Second
Amendment"). The Second Amendment, dated March 19, 2003, changed certain
covenant requirements, established the applicable LIBOR margin at 5.0% for the
term debt and 4.5% for the revolver debt, until the later of March 31, 2004 or
the delivery of the audited 2003 financials statements. The revolving credit
portion of the facility was also reduced from $60 million to $50 million.

Under a Guaranty between the senior bank group and Trivest, Trivest agreed
to guarantee up to $13.4 million of the Company's obligations to pasy interest
on the subordinated indebtedness.. The Reimbursement Agreement obligates the
Company to reimburse Trivest for any funds paid by it pursuant to the Guaranty.

SENIOR SUBORDINATED NOTES AND WARRANTS

In connection with the merger described in note 1, the Company issued
105,000 units ("Units") consisting of $105 million aggregate principal amount at
maturity of 12 3 / 4 % senior subordinated notes due 2007 ("Notes") and warrants
("Warrants") to purchase an aggregate of 24,129 shares of its capital stock.
Each Unit consists of $1,000 aggregate principal amount at maturity of Notes and
a Warrant to purchase 0.2298 shares of common stock at an exercise price of
$0.01 per share. The issue price of each Unit was $975.73, of which the Company
allocated $962.40 to the Notes and $13.33 to the Warrants. The total value of
the Warrants, $1.4 million, is reflected as "additional paid-in capital" in the
accompanying consolidated balance sheet. The total amount of discount recorded
on the notes was $3.9 million and is being amortized to interest expense over
the life of the Notes. The Notes are general unsecured obligations of the
Company and are junior in the right of payment to the Company's debt that does
not expressly provide that it ranks equally with or junior to the Notes,
including the Company's obligations under its senior credit facility. The Notes
are unconditionally guaranteed by the direct and indirect domestic subsidiaries
of BJI and bear interest at 12 3 / 4%, which is payable semi-annually on
February 15 and August 15 beginning on February 15, 2000. The Notes will mature
on August 15, 2007.

On or after August 15, 2003, the Company may redeem the Notes, in whole or
in part, at any time at the following redemption prices:

YEAR PERCENTAGE

2003 106.375%
2004 104.250%
2005 102.125%
2006 and thereafter 100.000%

The Company may, at its option, at any time prior to August 15, 2002,
redeem up to 25% of the Notes using the net proceeds of an underwritten public
offering of capital stock.

In conjunction with the Brown Jordan International acquisition each
outstanding warrant of the Company issued pursuant to the Warrant Agreement
dated as of August 24, 1999 between the Company and American Stock Transfer &
Trust Registrant, as Trustee, was assumed by Holdings in accordance with the
Warrant Agreement so that each warrant became exercisable for that number of
shares of Holdings common stock equal to the number of shares of the Company's
common stock issuable upon the exercise of the warrant immediately prior to the
merger, at the same exercise price as was in effect immediately prior to the
merger.

The Warrants are exercisable on or after the occurrence of certain events.
Assuming full exercise of the Warrants, the aggregate number of shares would
approximate 3% of the common stock of Holdings. The Warrants expire on August
15, 2007.

The indenture under which the Notes are issued requires the Company to meet
a minimum fixed charge coverage ratio and includes other provisions generally
common in such indentures including restrictions on dividends, additional
indebtedness and asset sales. At December 31, 2002, the Company was in
compliance with such covenants. However the Company failed to make the $6.7
million scheduled semi-annual interest payment in February 2003. The Company
subsequently made the interest payment within the cure period specified in the
Notes.

Subsequent to year end, the Indenture was amended to allow for indebtedness
of the Company that is structurally senior to the Notes to be issued to Trivest
should the Guaranty be called upon by either the senior bank group or
voluntarily called by Trivest to avoid a default under the Senior Credit
Facility.

INDUSTRIAL DEVELOPMENT BOARD BONDS

In connection with the Company's plant expansion at its Haleyville facility
the Company entered into a lease agreement with the Industrial Development Board
("IDB") of The City of Haleyville, Alabama. The plant expansion was funded with
proceeds from the issuance of IDB bonds in the amount of $3.9 million.

The Company has agreed to make payments on the debt service and to pay the
purchase price of the Bonds pursuant to Mandatory Tender and Optional Tender
provisions in the Indenture. The Company has also entered into a Bond Guarantee
Agreement dated May 1, 2000 in favor of the Trustee, whereby the Company
guarantees payment when due of debt service on the Bonds and the purchase price
of Bonds tendered for purchase under the Indenture. As additional security, an
irrevocable Letter of Credit has been issued in favor of the Trustee.

The Bonds may bear interest at either a variable rate or fixed rate, and if
at a fixed rate, for varying periods of time as specified in the Indenture. The
variable rate shall be a fluctuating rate per annum determined by the
Remarketing Agent on a weekly basis. The Company may, pursuant to the provisions
of the Indenture, elect that the Bonds pay interest at a fixed rate. The
Remarketing Agent will also determine the interest rate for such a fixed period.

When establishing either the variable or fixed rate of interest, the
Remarketing Agent determines, the lowest interest rate that would, in the
opinion of the Remarketing Agent, result in the market value of the Bonds being
100% of the principal amount on the date of such determination, taking into
account relevant market conditions and credit rating factors as they exist on
such date. As of December 31, 2002 the Bonds bore interest at a variable rate of
2.04%.

The Bonds are subject to mandatory redemption, by lot, by the Issuer at a
redemption price equal to the principal amount to be redeemed plus accrued
interest to the redemption date, without premium or penalty, on the first day in
May in the years and in the amounts as follows (in thousands):

2003 $ 325
2004 325
2005 325
2006 325
2007 325
Thereafter 1,625
------
$3,250
------

The Bonds also carry an Optional Redemption feature that may be exercised
at the direction of the Company, with certain conditions. If redemption occurs
during any variable rate period, this feature provides for redemption of
authorized multiples, at a price equal to 100% of the principal amount plus
accrued interest to the date of redemption. In the case when redemption may
occur during a fixed rate period the Indenture provides for redemption of
authorized multiples, at a price equal to 100%-102% of the principal amount plus
accrued interest. The redemption price during a fixed rate period is based upon
the length of time the Bonds have been at a fixed rate, with no optional
redemption allowed when the Bonds have been at a fixed rate period for four
years or less.

WLFI HOLDINGS, INC. NOTES

As mentioned in Note 3 regarding the acquisition of Former Brown Jordan,
Holdings, the Company's parent, issued $22.0 million in notes to the sellers.
Holdings does not generate cash internally and is, therefore, dependent upon the
Company's cash flows to service its debt. Cash interest payments by Holdings
would be funded from the Company's existing working capital or revolving credit
line. However, the Company currently does not pay dividends to its shareholder
and is prohibited under the Senior Credit Facility from doing so and has no
obligation to fund interest payments on the notes; therefore, all interest
payments by Holdings were paid in kind ("pik") through the issuance of
additional notes in equal value to the interest payable. It is Holdings'
intention to continue to issue additional pik notes to the note holders in lieu
of quarterly cash payments for interest earned. The total additional notes
issued during 2002 and 2001 as pik interest were $3.9 million and $2.9 million,
respectively.

The following table sets forth Holdings' scheduled interest payments,
assuming quarterly cash payments:

Year Amount
(In thousands)
2003 $ 3,995
2004 4,070
2005 4,070
2006 4,070
2007 2,883

5. INTEREST RATE SWAP

On August 6, 2001 the Company entered into an interest rate swap agreement
to fix the interest rate on $100 million principal amount of variable rate debt
outstanding under the Senior Credit Facility. The interest rate swap is designed
to fix the adjusted LIBOR interest rate on $100 million at 5.09% through March
31, 2004 and on $80 million from March 31, 2004 to March 31, 2005.

As of December 31, 2002 and 2001, the fair value of the swap was recorded
as a liability of $6.4 million and $2.4 million, respectively. The portion of
the change in fair value attributable to the ineffectiveness of the hedge is
recorded in the accompanying statement of operations as "interest expense" and
was $1.3 million during 2002 and was $0 in 2001. The balance of the change in
fair value of $4.0 million is recorded in other comprehensive loss, net of tax.

From the period of December 31, 2001 through December 31, 2002 the 3-month
LIBOR interest rate declined approximately 50 basis points. While the Company's
interest on LIBOR-based borrowing declined during this period, the fair value of
the interest rate swap declined also. Future movements in interest rates,
particularly the 3-month LIBOR rate, will correspondingly impact the Company's
cash interest expense and the fair value of the swap.

6. STOCK PLANS

In 2001, Holdings established a Stock Option Plan (the "Plan") as a means
to retain and motivate key employees and directors. Options are granted under
the Plan on such terms and at such prices as determined by the Compensation
Committee, except that the per share exercise price of incentive stock options
cannot be less than the fair market value of Holdings' common stock on the date
of grant. Holdings has reserved 56,108 shares of common stock, (representing
approximately 4.7% of Holdings' outstanding common stock on a diluted basis) for
issuance upon exercise of stock options. All options which have been granted
generally have a term of ten years and vest ratably over three or five years. In
addition, the Company granted certain options to purchase 9,537 shares of
Holdings' common stock to the new President and CEO hired in 2002. As of
December 31, 2002, Holdings had issued 56,108 options to employees of the
Company.

Pursuant to the terms of the Former Brown Jordan acquisition, certain
employees of Former Brown Jordan were allowed to rollover existing options of
Former Brown Jordan common stock into options of Holdings' common stock. All
such options were 100% vested at the rollover date. There were no exercises of
stock options during 2002 and 2001.

As of December 31, 2002 Holdings had issued 56,108 options to employees of
the Company.

Stock option activity for the years ended December 31, 2002 and 2001 is
summarized as follows:

Weighted
Average
Options Exercise
Outstanding Price

- --------------------------------- ----------------- ---------------
December 31, 2000 Balance - -
Granted 39,593 $ 102.52
Exercised - -
Canceled - -
- --------------------------------- ----------------- ---------------
December 31, 2001 Balance 39,593 102.52
Granted 26,242 132.78
Exercised - -
Canceled (9,727) 151.50
- --------------------------------- ----------------- ---------------
December 31, 2002 Balance 56,108 $ 108.18
================================= ================= ===============

Information with regard to options outstanding and exercisable at December
31, 2002 is as follows:

Weighted Options Exercisable
Average ----------------------------------
Weighted Remaining Weighted
Average Options Life Shares Average
Exercise Exercise Outstanding At Exercise
Price Price 2002 12/31/2002 Price
- ---------------- --- -------------- --- ------------------ --- ---------------- --- ----------- --- ------------------

$ 30.30 $ 30.30 16,000 8.42 16,000 $ 30.30
$100.00 100.00 9,537 9.17 - -
$151.50 151.50 30,571 9.02 3,030 151.50

-------------- ------------------ ---------------- ----------- ------------------
Total $108.18 56,108 8.87 19,030 $ 49.60
============== ================== ================ =========== ==================

7. INCOME TAXES

The significant components of the provision for income taxes consist of the
following:

Years ended December 31,
--------------------------------------------------------
2002 2001 2000
(in thousands)

Federal:
Current $ 686 $1,517 $5,941
Deferred 205 536 546

State:
Current 67 882 608
Deferred 32 55 56
------------------- ----------------- -------------
$ 990 $2,990 $7,151
=================== ================= =============

At December 31, 2002 and 2001, deferred tax assets and liabilities consist
of the following:

2002 2001

---------------- ----------------

(In thousands)

Deferred tax assets:
Capitalized inventory costs $ 667 $ 365
Allowances and accruals 2,875 6,278
Change in fair value
of interest rate swap 2,371 969
State net operating loss
carryforwards 886 685
Other 93 -
Less: Valuation allowances (886) (685)

---------------- ----------------

Net deferred tax assets 6,006 7,612

---------------- ----------------

Deferred tax liabilities:
Intangible asset basis
difference (2,829) (20,327)
Excess of tax over
book depreciation (907) (974)
Prepaid expenses (230) (198)
Other - (132)

---------------- ----------------

Deferred tax liabilities (3,966) (21,631)

---------------- ----------------

---------------- ----------------

Deferred income taxes, net $2,040 $(14,019)

================ ================

Included in:

Other current
assets/liabilities $5,942 $6,454
Other assets $ 114 $ -
Deferred income taxes (4,016) (20,473)

---------------- ----------------

$2,040 $(14,019)

================ ================

---------------- ----------------

The following table reconciles the differences attributable to income taxes
computed at the U. S. Federal income tax rate of 35% to the income tax provision
for financial statement purposes:

Years ended December 31,

==============================================

2002 2001 2000

Federal income tax rate 35.0% (35.0)% 35.0%
State income taxes 2.7% 35.9% 3.0%
Goodwill amortization - 238.8% 13.5%
Change in valuation allowance 8.0% 70.3% -
Other (6.3)% (3.0)% -

----------- ---------- -----------
Effective tax rate 39.4% 307.0% 51.5%
=========== ========== ===========

Management has recorded a valuation allowance related to certain separate
company state tax net operating loss carryforwards.

8. RELATED PARTY TRANSACTIONS

In October 1994, the Company entered into a ten-year agreement (the
"Investment Services Agreement") with Trivest. Pursuant to the Investment
Services Agreement, Trivest provides corporate finance, financial relations,
strategic and capital planning and other management advice to the Company. As a
result of acquisitions during 2000, the annual base compensation was increased
to $400,000. In 2001, as a result of acquisitions, the annual base compensation
was increased to $750,000. For the years ended December 31, 2002, 2001 and 2000,
the amount expensed was $764,000, $651,000 and $393,000, respectively. Under the
agreement, during 2001, the Company also paid Trivest $1,300,000 in connection
with the acquisition of Former Brown Jordan. During 2000, the Company paid
Trivest $631,000 in connection with the Wabash acquisition and $478,000 in
connection with the Charter acquisition. Trivest and its affiliates made
additional equity investments into Holdings of approximately $48.0 million in
2001, in support of the Former Brown Jordan acquisition. In addition, Trivest
and its affiliates contributed approximately $6.1 million in support of
acquisitions in 2000. Pursuant to the Second Amendment to the Senior Credit
Facility the Company will continue to expense the management fee of $750,000,
but is restricted to paying only $350,000 during the period of the Second
Amendment.

As a result of the Former Brown Jordan acquisition the Company acquired
approximately 20% ownership of Lexman Holdings, Limited, ("Lexman"). Lexman is
the sole equity holder of Leisure Garden, a furniture manufacturer in the
People's Republic of China. The Company has a long-term supply agreement with
Lexman providing for the Company to purchase a minimum of $10 million of
furniture per year. In calendar 2002 the Company purchased approximately $92
million from Leisure Garden. The agreement with Leisure Garden expired in 2001.
In addition, the Company reported dividend income from Leisure Garden, in 2002
of $1 million and of $700,000 in 2001. In December 2002 the Company divested its
interest in Lexman for $4.3 million in cash and the return of the shares owned
by the principals of Lexman and Leisure Garden in Holdings. The Company did not
realize any gain or loss from the sale of this asset, but did record a reduction
of additional paid in capital of $195,000 as a result of the return of the
shares of Holdings.

9. COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases certain office space, manufacturing facilities and
equipment under operating leases. Some leases for office and manufacturing space
contain renewal options and provisions for increases in minimum payments based
on inflation. Rental expense amounted to $4.2 million, $3.1 million and $1.2
million for the years ended December 31, 2002, 2001 and 2000, respectively.
Operating lease agreements at December 31, 2002 have the following remaining
minimum payment obligations (in thousands):

2003 $5,083
2004 3,967
2005 3,348
2006 3,250
2007 2,754
Thereafter 5,036
-------
$23,438
=======

In addition, at December 31, 2002 the Company had approximately $5.5
million in outstanding stand-by letters of credit.

LITIGATION AND LIABILITY CLAIMS

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

10.EMPLOYEE BENEFIT PLANS

During 2002, the Company combined all of its previously separate employee
benefit plans established under the provisions of Section 401(k) of the Internal
Revenue Code into one plan. Full-time employees who meet various eligibility
requirements may participate in the plans. The plans provide for voluntary
employee contributions through salary reductions, as well as discretionary
employer contributions. Company contributions were $275,000 in 2002 and $202,000
in each year of 2001 and 2000.

As a result of the Former Brown Jordan acquisition, the Company assumed The
Pension Plan for Hourly Employees of the Former Brown Jordan ("the Plan"), which
is a defined benefit pension plan covering hourly employees of Former Brown
Jordan Company's domestic employees. Benefits are based on age and years of
service. The Company's funding policy is to contribute annually to the Plan the
amount necessary to meet the minimum funding standards established by the
Employee Retirement Income Security Act.

The following table sets forth information related to the Plan at December
31, 2002 and 2001:

(In Thousands) Fiscal
Year ended Period
December 31, May 9, 2001 to
Change In Benefit Obligation 2002 31-Dec-01
---------------- -----------------
Benefit obligation at beginning of period $ 1,162 $ 1,053

Service cost 68 61
Interest cost 82 57
Actuarial (gain)/loss (29) -
Benefits paid other than settlements (22) (9)
------------- -------------
Benefit obligation at end of period $ 1,261 $ 1,162
------------- -------------

Change In Plan Assets
Fair value of assets at beginning of period $ 873 $ 725
Actual return on plan assets (115) 8
Employer contributions 212 149
Benefits paid including settlements (22) (9)
------------- -------------
Fair value of assets at end of period $ 948 $ 873
------------- -------------

Funded Status
Funded Status $ (313) $ (289)
Unrecognized net actuarial (gain)/loss 153 (14)
Unrecognized prior service cost 209 232

------------- -------------
Prepaid (accrued) benefit cost $ 49 $ (71)
------------- -------------

Fiscal
Year ended Period
December 31, May 9, 2001 to
Components Of Net Periodic Cost 2002 31-Dec-01
--------------------- ----------------------
Service cost $ 68 $ 61
Interest cost 82 57
Expected return on plan assets (80) (48)
Net amortization and deferral
of prior service cost 22 15
--------------------- ----------------------
Net periodic pension cost $ 92 $ 85
--------------------- ----------------------

Actuarial Assumptions At End Of Period
Discount Rate 7.25% 7.25%
Increases in Compensation N/A N/A
Long-term rate of return 8.00% 8.00%

11. OPERATING SEGMENTS

The Company has two segments organized and managed based on market channel
into which the Company's products are sold.

The Company evaluates performance and allocates resources based on gross
profit. The accounting policies are the same as those described in the summary
of significant accounting policies. There are no intersegment sale/transfers.
Export revenues are not material.

Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
2002 2001 2000
------------------ ------------------ ------------------
(In thousands)

Revenues:

Retail Channel $ 243,200 $ 160,985 $ 74,734

Contract Channel 111,470 125,169 114,229

------------------ ------------------ ------------------
Total Revenues $ 354,670 $ 286,154 $ 188,963
================== ================== ==================

Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
2002 2001 2000
------------------ ------------------ ------------------
(In thousands)

Gross Profit:

Retail Channel $ 56,382 $ 43,665 $ 32,858

Contract Channel 35,375 42,921 45,164

------------------ ------------------ ------------------
Total Gross Profit $ 91,757 $ 86,586 $ 78,022
================== ================== ==================

Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
2002 2001 2000
------------------ ------------------ -----------------
(In thousands)

Depreciation and
Amortization:
Retail Channel $ 550 $ 2,507 $ 1,513

Contract Channel 1,217 2,687 2,107

Shared 4,503 2,644 625
------------------ ------------------ -----------------
Total $ 6,270 $ 7,838 $ 4,245
Reconciling items:
Corporate 2,921 9,771 6,316

------------------ ------------------ -----------------
Total depreciation
and amortization $ 9,191 $ 17,609 $ 10,561
================== ================== =================

Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
2002 2001 2000
------------------ ------------------ ------------------
(In thousands)
Expenditures For Long
Lived Assets:

Retail Channel $ 74 $ 486 $ 5,144

Contract Channel 145 523 756

Shared 823 1,658 35
------------------ ------------------ ------------------
Total $ 1,042 $ 2,667 $ 5,935
------------------ ------------------ ------------------
Reconciling items:
Corporate 398 2,498 31

------------------ ------------------ ------------------
Total expenditures for
long lived assets, net $ 1,440 $ 5,165 $ 5,966
================== ================== ==================

Year Year
Ended Ended
December 31, December 31,
2002 2001
------------------ ------------------
(In thousands)

Segment Assets:

Retail Channel $ 72,589 $149,086

Contract Channel 83,860 88,236

Shared 151,100 103,313
------------------ ------------------
Total $307,549 $340,635
Reconciling items:
Corporate (5,456) 203,974

------------------ ------------------
Total consolidated
assets $302,093 $544,609
================== ==================

The Company had one customer that accounted for 29.3% and 20.6% of
consolidated revenues in 2002 and 2001, respectively. The Company did not have
any customers that accounted for 10% or more of consolidated revenues in 2000.

12.SUPPLEMENTAL INFORMATION

The following balance sheet captions are comprised of the items specified
below:

December 31, December 31,
2002 2001
------------------- ------------------
(In thousands)

Inventories:

Raw materials $ 21,497 $ 22,335
Work in process 2,667 2,824
Finished goods 4,074 2,952
------------------- ------------------
Total Inventories $ 28,238 $ 28,111
=================== ==================

December 31, December 31,
2002 2001
----------------- ------------------
(In thousands)

Property, plant
and equipment:
Land $ 3,822 $ 5,076
Buildings and improvements 19,307 20,405
Manufacturing equipment 8,747 7,910
Office equipment 5,551 5,054
Construction in progress 264 1,817
Vehicles/airplane 213 3,177
----------------- ------------------
Total gross assets 37,904 43,439

Accumulated depreciation (9,222) (6,181)
----------------- ------------------
Total net assets $ 28,682 $ 37,258
================= ==================

Year Year
Ended Ended
December 31, December 31,
2002 2001
------------------ -----------------
(In thousands)

Other Accrued Liabilities:

Compensation, commissions
and employee benefits $ 6,201 $ 6,940
Customer deposits 4,728 1,183
Income taxes 2,630 862
Warranty 2,100 2,417
Fair value of derivatives 6,382 2,423
Other 5,563 6,354
------------------ -----------------
$ 27,604 $ 20,179
================== =================

Depreciation expense was $3,815,000, $3,707,000, $2,178,000, for the years
ended December 31, 2002, 2001 and 2000, respectively.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

No events or occurrences required to be disclosed in this Item 9 have occurred.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers and directors of the Company are as follows:

Name Age Position
- -------------------------- ----- ---------------------------------------------

Earl W. Powell 64 Chairman of the Board and Director
Bruce Albertson 57 President, Chief Executive Officer and
Director
Bobby Tesney 58 Vice Chairman and Director
Darryl Rosser 51 President-Contract Channel
William Echols 54 President-Retail Channel
Willard C. Kennedy 55 Executive Vice President-Global Procurement
and Logistics
Vincent A. Tortorici, Jr. 49 Assistant Secretary, Executive Vice President
and Chief Financial Officer
Mark Gorr (1) 43 Executive Vice President-Marketing
John L. Conely 58 Executive Vice President-Operations
Derrick McDowell 36 Vice President and Director
Robert Koehn 30 Director
David Solomon 40 Director
Richard Meringolo 41 Director
Walter J. Olson, III 61 Director
James Carreker 55 Director
Michael Fourticq, Sr. 56 Director

(1) Effective April 18, 2003 Mr. Gorr resigned his position.

We were incorporated in September 1994, and in December 1994, acquired our
principal operating subsidiaries, Winston and Loewenstein, each of which was a
publicly held corporation whose common stock traded on the NASDAQ National
Market. Our common stock traded on the NASDAQ National Market from December 1994
through August 1999. On August 27, 1999, Trivest Furniture Corporation, a newly
formed corporation organized by an investor group led by Trivest, merged with
and into us. In the merger, the shares of Trivest Furniture Corporation were
converted to our shares, and all other shares of our common stock were converted
into the right to receive $34.75 per share in cash. As a result of the merger,
the shareholders of Trivest Furniture Corporation became our sole shareholders.

Mr. Powell, Chairman of the Board of the Company since October 1994, serves
as President and Chief Executive Officer of Trivest Partners, L.P.("Trivest"),
which is a private investment firm specializing in management services and
acquisitions, dispositions and leveraged buyouts, which was formed by Mr. Powell
and Dr. Phillip T. George in 1981. Trivest is an affiliate of the Trivest
Partnerships and Trivest Manager. Mr. Powell has also served as Chairman of the
Board of Atlantis Plastics, Inc., an American Stock Exchange company whose
subsidiaries are engaged in the plastics industry ("Atlantis"), since founding
that company in February 1984, as Chief Executive of Atlantis from its
organization until February 1995 and as President of Atlantis from November 1993
to February 1995. Mr. Powell served as Chairman of the Board of Biscayne
Apparel, Inc., an apparel company, from October 1985 until 1999 and served as
Chief Executive Officer of Biscayne from 1985 until 1995. In February 1999,
Biscayne and its principal subsidiary M & L International, Inc. filed petitions
for protection under Chapter 11 of the Bankruptcy Code with the United States
Bankruptcy Court for the Southern District of New York. Mr. Powell also served
as Chairman of the Board of Winston from December 1988 to December 1994,
Chairman of the Board of Loewenstein from February 1985 to December 1994 and as
Loewenstein's President and Chief Executive Officer from May 1994 to December
1994. From 1971 until 1985, Mr. Powell was a partner with KPMG Peat Marwick,
Certified Public Accountants ("Peat Marwick"), where his positions included
serving as managing partner of Peat Marwick's Miami office.

Mr. Albertson, the Company's President and Chief Executive Officer since
January 2002, joined GE Appliances in 1976 as a sales counselor, advancing over
the course of the next 25 years to become, in succession, General Manager of
Brand Management & Distribution Strategy, President of GE Appliances in Hong
Kong, and Vice President for Global Marketing and Product Management in
Louisville. Most recently, Mr. Albertson was the President and CEO of Iomega
Corporation, based in Utah.

Mr. Tesney has served as Vice Chairman of the Company since January 2002.
He served as President, Chief Executive Officer and a director of the Company
from October 1994 to January 2002, President, Chief Executive Officer and a
director of Winston from December 1993 to December 1994, General Manager of
Winston from 1985 to December 1993 and as Senior Vice President-Operations of
Winston from January to December 1993. Mr. Tesney also served as Vice President
of Winston from 1979 until January 1992.

Mr. McDowell was appointed as one of our directors in January 2003. Mr.
McDowell is presently a Managing Director of Trivest Partners, L.P. and has been
with Trivest Partners since February 1998. From June 1997 until February 1998,
Mr. McDowell was an Investment Professional with H.I.G. Capital Management.
Prior to that he was with Continental Illinois Venture Corporation and Corporate
Value Associates.

Mr. Koehn was appointed as one of our directors in July 2002. He joined
Trivest Partners, L.P. in 1999 as an Associate and is presently a Director of
Trivest Partners. From July 1998 through June 1999, Mr. Koehn was an Associate
with the First Union Capital Markets Corp. Previously, Mr. Koehn held positions
with Coopers & Lybrand LLP and Merrill Lynch & Co. Mr. Koehn received an M.B.A.
from the University of North Carolina at Chapel Hill in 1998 and an A.B. from
Princeton University in 1994.

Mr. Meringolo was appointed as one of our directors in October 2002. He is
presently a Managing Director of BancBoston Capital and has been with BancBoston
since 2001. From June 1991 until December 2000, Mr. Meringolo was with
FleetBoston Financial Group and held a number of positions most recently as a
Senior Risk Manager.

Mr. Solomon, a director since September 1999, is a managing director with
Goldman, Sachs & Co. He joined Goldman, Sachs in September 1999 as co-head of
the firm's leveraged finance businesses in the Fixed Income Currencies &
Commodities division. From January 1991 until September 1999 Mr. Solomon worked
at Bear, Stearns & Co., Inc., most recently as a member of its Management &
Compensation Committee and co-head of the Investment Banking Division. Prior to
joining Bear Stearns, Mr. Solomon worked at Salomon Brothers and at Drexel
Burnham Lambert in various capacities in each firm's high yield businesses.
Prior to joining Drexel Burnham Lambert, Mr. Solomon worked for Irving Trust
Company in its financial institutions group and Irving Securities, Inc. Mr.
Olson, Vice President and Chief Investment Officer for Southern Farm Bureau Life
Insurance Company, has over 30 years of experience in the field of investments.
Joining the company in 1981, he is directly responsible for managing the
company's investment portfolio and is also a member of the Investment Committee.
Mr. Olson graduated from Mississippi State University with a degree in business.
While working at Merrill Lynch as a stockbroker, he received his MBA from
Mississippi College.

Mr. Carreker, was appointed a Director in 2001. He established JDC Holdings
(a private equity investment facility) in October 2000. He has served as
Chairman and Chief Executive Officer of Wyndham from January 1996 to October
2000. Prior to that time he served as President and Chief Executive Officer of
Wyndham Hotels and Resorts from 1988 to 1996, he was also the President and
Chief Executive Officer of the Trammell Crow Company from 1994 - 1995. He served
as President of Burdines, the Florida division of Federated Department Stores
from 1984 - 1988. He is a Director of Pier 1 Imports, Crow Holdings, Outrigger
Hotels & Resorts and Carreker Corporation

Mr. Fourticq was appointed Director in 2001 and founded Hancock Park
Associates ("HPA") in 1986 after an extensive career in principal investment and
operating management. Beginning in 1969, he spent four years with Security
Pacific National Bank's venture investing subsidiary, which was one of the
earliest participants in leveraged acquisition investing. Following Security
Pacific, Mr. Fourticq spent eight years in various management positions
including the Chairman and Chief Executive Officer of Stem Industries, a textile
and floor covering manufacturer. Mr. Fourticq then served as President and Chief
Operating Officer of United Castle Coal, a fully integrated underground coal
mining and processing company. From 1981 through 1985, Mr. Fourticq was a
General Partner of Los Angeles based Brentwood Associates. Upon leaving
Brentwood, he formed HPA to pursue the acquisition of small operating companies.
Mr. Fourticq has assumed various Chief Executive roles and responsibilities of
the portfolio companies since the formation of HPA.

Mr. Gorr, was hired as the Company's Vice President-Special Projects Retail
Division in July 2002 and was promoted to Executive Vice President-Marketing in
October 2002. Mr Gorr resigned his position with the Company in April 2003.
Prior to joining the Company Mr. Gorr was with Tropitone from 1997 July 2002
serving in various position most recently as Vice President Sales and Marketing.

Mr. Conely, has been the Company's Executive Vice President Manufacturing
and Operations since May 2002. Before joining Brown Jordan International he
served as Senior Vice President Global Operations for Iomega Corporation in Roy,
Utah from Oct 1997-November 2001. He was with Alcatel in numerous positions from
1985-1997.

Mr. Kennedy joined the Company in April 2002 as Executive Vice President
Global Procurement and Logistics. Prior to that he served as Vice President
Global Materials and Logistics for Iomega Corp in Utah from 1996-2002.

Mr. Tortorici, the Company's Vice President and Chief Financial Officer
since October 1994, served as Winston's Vice President-Finance and
Administration and Chief Financial Officer from March 1988 to December 1994. Mr.
Tortorici is a certified public accountant and was employed by Arthur Andersen &
Co. from 1976 until March 1988.

Mr. Echols has served as the Company's President-Retail Channel since May
2002 and prior to that as Vice President-Sales and Marketing. Mr. Echols joined
the Company in November 2000. Prior to joining WinsLoew, Mr. Echols was a
consultant to the plastics industry. Mr. Echols has been involved in the
furniture industry for approximately 25 years with companies such as, Samsonite
Furniture, Lineal Group and Mahasco serving in various leadership capacities
including CEO, President and Sales Manager.

Mr. Rosser has served as President-Contract Channel since January 2002 and
prior to that as President-Contact and Hospitality of the Company. Prior to
joining the Company in 2001, Mr. Rosser was President and Chief Operating
Officer of Falcon Products, Inc. from 1995 to December, 2000, and an executive
vice president of Falcon Products, Inc. since January 1998. Mr. Rosser started
his career with Texas Instruments in project engineering, working with Texas
Instruments in various management roles from 1973 to 1984, at which time he
joined The Wurlitzer Company as Vice President of Operations from 1984 till
1988.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth compensation awarded to, earned by or paid
to the Company's Chief Executive Officer, and each of the Company's other
executive officers on December 31, 2002 and to former executive officers whose
total 2002 salary and bonus from the Company was $100,000 or more (the Chief
Executive Officer and such other executive officers are referred to herein as
the "Named Executive Officers").

Long
Annual Compensation Term
Awards

Number
Other Of
Fiscal Annual Annual Options
Name and Principal Position Year Salary Bonus Compensation Granted

Bruce Albertson 2002 370,769 200,000 125,000 (2) 19,074
President, 2001 - - - -
Chief Executive Officer 2000 - - - -
and Director

Bobby Tesney 2002 263,654 200,000 115,395(1) -
Vice Chairman 2001 383,000 383,000 135,573 (1) 1,500
2000 300,000 300,000 109,367(1) -

John Conely 2002 153,846 62,500 55,797 (2) 1,286
Executive Vice President 2001 - - - -
-Operations 2000 - - - -

Vincent A. Tortorici 2002 233,462 100,000 104,534(1)(2) -
Assistant Secretary, 2001 216,000 140,834 25,287 (1) 1,286
Executive Vice President and 2000 175,000 113,750 21,053 (1) -
Chief Financial Officer

William Echols 2002 216,923 80,000 30,691 (1)(2) -
President-Retail Channel 2001 179,615 98,716 - 1,286
2000 12,500 5,000 - -

Darryl Rosser 2002 241,277 60,000 - -
President-Contract Channel 2001 166,480 105,000 - 1,286
2000 - - - -

Mark Gorr 2002 83,077 25,000 48,476 (1) -
Executive Vice President 2001 - - - -
-Marketing 2000 - - - -

Willard Kennedy 2002 160,096 50,000 16,681(1) 1,286
Executive Vice President 2001 - - - -
Global Procurement and 2000 - - - -
Logistics

(1) "Other Annual Compensation" represents amount paid by the Company on
behalf of the Named Executive Officer under the Company's Non-Qualified
Supplemental Executive Retirement Plan established in October 1996.
Under the terms of this Plan, selected employees make after-tax
contributions of their salary to one or more investment alternatives
available under such Plan. The Company then matches the employee
contribution (up to 10% of compensation on an after-tax basis)
depending on the employee's length of service (up to 50% for 15 years
of continuous service). The employee is vested at all times in the
deferred compensation and is vested immediately in the matching
contribution.

(2) Includes relocation expenses paid by the Company for the employee and
such amount were grossed up for income taxes due.

Option Grants-

In 2001, the Company established a Stock Option Plan (the "Plan") as a
means to retain and motivate key employees and directors. (See Note 6 of Notes
to Consolidated Financial Statements)

401 (k) Plans

Effective January 1, 1997, we established the WinsLoew Furniture, Inc.
401(k) Plan. Our employees and our subsidiaries' employees are eligible to
participate in the 401(k) Plan following the later to occur of (i) the
employee's completion of one year of service or (ii) the employee's 21st
birthday. Eligible employees may make a salary reduction contributions to the
401(k) Plan on a pretax basis. For each calendar year, we and the other
participating employees may make matching contributions to the 401(k) Plan based
on a discretionary matching percentage to be determined each year by management.
In addition, we and the other participating employers may make a discretionary
profit sharing contribution to the plan on behalf of each participant who
completes more than 500 hours of service during the year or who is employed on
the last day of the year. This latter contribution is allocated proportionately
based on each participant's compensation. An employee's vested benefits are
payable upon his retirement, death, disability, or other termination of
employment or upon the attainment of age 59. An employee is always fully vested
in his account balance attributable to his own contributions to the 401(k) Plan.
The employee's interest in the account attributable to his employers
contributions and earnings thereon becomes fully vested upon the earlier of the
attainment of his normal retirement date (age 65), his death, his permanent and
total disability, or his completion of six years of service. If an employee
terminates employment for reasons other than retirement, death, or disability,
his vested interest is based on a graduated vesting schedule, which provides for
20% vesting after two years of service and 20% for each year thereafter.
Employees forfeit nonvested amounts.

During 2002, the Company combined all of its previously separate employee
benefit plans established under the provisions of Section 401(k) of the Internal
Revenue Code into the plan described above, except as noted below. Full-time
employees who meet various eligibility requirements may participate in the
plans. The plans provide for voluntary employee contributions through salary
reductions, as well as discretionary employer contributions. Company
contributions were $275,000 in 2002 and $202,000 in each year of 2001 and 2000.

Brown Jordan Company Union Employees 401-k Plan:

Employees are eligible to participate once they have attained 18 years of
age and completed one year(s) of service. One year of service is a 12 month
period and a minimum of 1,000 hours worked during such period. Participation
starts on January 1 or July 1 following the date employee meets the eligibility
requirements. The Plan excludes non-union employees.

The company will match 50% of employee's 401(k) contributions, up to a
maximum matching contribution of $400. The former contribution will change on
January 1, 2002 to 50% of employee's 401(k) contributions, up to a maximum
matching contribution of $500 and on January 1, 2004 to 50% of employee's 401(k)
contributions, up to a maximum matching contribution of $600. To receive the
matching contribution, the employee must be employed on December 31. Eligibility
for contribution; Employee must be employed on the last day of the plan year and
have 1,000 hours of service. Participants who die, become totally disabled, or
retire on or after age 59 1/2 are also eligible for an employer contribution in
that year. Employees are always 100% vested in their accounts in the plan.
Normal retirement age is 59 1/2.

Brown Jordan Company Non-Union Employees Plan:

Employees are eligible to participate once they have attained 18 years of
age and completed three months service. Participation starts on the date the
employees meet the eligibility requirements. The Plan excludes union employees
and seasonal employees. The company will match 25% of the first 10% of pay the
employee's contributions, up to a maximum matching contribution of 2.5% of pay.
To receive the matching contribution, the employee must be employed on December
31. Participants who terminate on account of death, become totally disabled, or
retire are also eligible for an employer contribution in that year. During
top-heavy years, participants who are employed on the last day of the plan year
but do not have 1,000 hours may be eligible for a 3% minimum top-heavy
contribution for that year. Employees are always 100% vested in their accounts
in the plan. Normal retirement age is 59 1/2.

Director Compensation

We pay each non-Trivest/employee director a $2,500 fee for each meeting of
the board of directors attended. We reimburse all directors for all
travel-related expenses incurred in connection with their activities as
directors.

Employment Contracts, Termination of Employment and Change in Control
Arrangements

We have entered into a three year employment agreement with Mr. Bruce
Albertson dated January 5, 2002. The agreement provides for an annual base
salary of $400,000 and a bonus to be tied to the profitability of the Company of
at least $200,000 and not more than $350,000 unless otherwise determined by the
Board. The agreement also provides for the granting of certain options to
purchase shares of the Company's stock. The two option agreements allow Mr.
Albertson to purchase 9,537 shares of the Company's stock at $151.50 per share
and 9,537 shares of the Company's stock at $100.00 per share. The options under
each plan vest ratably over three years. In addition the agreement provides that
in the case of a change in control as defined in the agreement Mr. Albertson
will be a paid a bonus based on the per share selling price of the Company's
stock.

We have entered into a five-year employment agreement with Mr. Tortorici
effective as of August 27, 1999. The employment agreement provides for us to pay
a 2002 base salary of $225,000, adjusted to $245,000 effective August 1, 2002.
The employment agreement also provides for annual incentive compensation
payments of up to a specified portion of the executive's then base salary, 65%
in the case of Mr. Tortorici, based on the operating earnings, adjusted to
exclude the effect of goodwill amortization, of the Company. Mr. Tortorici will
not receive any incentive compensation payment under his employment agreement
for any particular year unless the relevant operating earnings for such year are
at least 75% of the target earnings for such year. The employment agreement also
provides that the executive will receive six months base salary if his
employment is terminated without cause as defined in the employment agreements,
and prohibits the executive from directly or indirectly competing with us for
one year after termination of his employment, or, if he is terminated by us
without cause, six months after termination.

We have entered into a five-year employment agreement with Mr. Rosser
effective as of March 1, 2001. The employment agreement provides for us to pay
Mr. Rosser a 2001 base salary of $200,000, and a 2002 base salary $225,000
subject to subsequent annual cost of living adjustments. The employment
agreement also provides for annual incentive compensation payments of up to 75%
of the executive's then base salary, based on the operating earnings, adjusted
to exclude the effect of goodwill amortization, of our contract and hospitality
division. Mr. Rosser will not receive any incentive compensation payment under
his employment agreement for any particular year unless the relevant operating
earnings for such year are at least 75% of the target earnings for such year.
Mr. Rosser's employment agreement also provides that the executive will receive
three months base salary if his employment is terminated without cause as
defined in the employment agreements, and prohibits the executive from directly
or indirectly competing with us for one year after termination of his
employment, or, if he is terminated by us without cause, six months after
termination.

Severance Agreements

On January 25, 2002 as part of the employment agreement with Mr. Albertson
the Company entered into certain severance provisions related to the termination
of Mr. Albertson. Under these provisions Mr. Albertson shall be entitled to
receive his base salary for a period of one year following his termination a pro
rata portion of any incentive compensation owed for the period of the year from
January 1 until the severance date.

On August 27, 1999 we entered into a severance agreement with Mr.
Tortorici, under which we have agreed to provide him with severance pay and
benefits if his employment is terminated by us following a change in control as
defined in the agreement. Under the agreement, if we terminate employment either
for cause as defined in the agreement, because of the employee's death, or if
the employee terminates his employment other than for good reason as defined in
the agreement, following a change in control, we must pay the employee his full
base salary through the date of termination plus all other benefits he may be
entitled to under any retirement plan we may then have.

If, on the other hand, at any time during the 180 day period following a
change in control we terminate the employee's employment other than for cause or
due to their disability, as these terms are defined in the agreement, or if the
employee terminates his employment during this period for good reason as defined
in the agreement, we must pay the employee his full base salary through the date
of termination, any accrued bonus and a lump sum severance payment equal to his
annual salary. Additionally, we must provide life, disability, accident and
group health insurance benefits substantially similar to those provided to the
employee prior to termination of employment for a period of one year after
termination, at a cost to the employee no greater than the cost prior to
termination. The employee's rights under any retirement plan we may then have
will be governed by the terms of the plan. We must also pay the employee's legal
fees and expenses incurred by him as a result of termination of his employment.
We must make these severance payments not later than the fifth day following
termination.

The agreements remain in effect through December 31, 2000 and are
automatically extended for additional one-year periods unless we provide notice
by October 1 of the preceding year that we do not wish to extend the agreements,
and provided that if a change in control occurs during the original or extended
term of the agreements, the agreements will continue in effect for not less than
180 days after the last day of the month in which the change in control
occurred.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 2002 the Company has outstanding 1,000 shares of common
stock. 100% of this stock is issued to WLFI Holdings, Inc. (See Note 1 of Notes
to Consolidated Financial Statements).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INVESTMENT SERVICES AGREEMENT WITH TRIVEST

In December 1994, we entered into a ten-year investment services agreement
with Trivest, pursuant to which Trivest provided us with corporate finance,
strategic and capital planning and other management advice, including (1)
conducting relations on our behalf with accountants, attorneys, financial
advisors and other professionals, (2) providing reports to us with respect to
the value of our assets, and (3) rendering advice with respect to acquisitions,
dispositions, financing and refinancing. Under the investment services
agreement, Trivest received a base annual fee of $0.5 million in 1994, subject
to annual cost-of-living increases. In addition, for each additional business we
acquired, Trivest's base compensation generally increased by the greater of (1)
$0.1 million, and (2) the sum of 5% of the additional business' projected annual
earnings before income taxes, interest expense and amortization of goodwill, or
EBITA, for the fiscal year in which it was acquired, up to $2.0 million of
EBITA, plus 3.5% of EBITA in excess of $2.0 million. Moreover, subject to the
approval of our board, including a majority of disinterested directors, for each
acquisition or disposition of any business operation by us introduced or
negotiated by Trivest, we generally paid Trivest a fee of up to 3% of the
purchase price. As a result of acquisitions during 2000, the annual base
compensation was increased to $400,000. In 2001, as a result of acquisitions,
the annual base compensation was increased to $750,000. For the years ended
December 31, 2002, 2001 and 2000, the amount expensed was $764,000, $651,000 and
$393,000, respectively. Under the agreement, during 2001, the Company also paid
Trivest $1,300,000 in connection with the acquisition of Former Brown Jordan.
During 2000, the Company paid Trivest $631,000 in connection with the Wabash
acquisition and $478,000 in connection with the Charter acquisition. Trivest and
its affiliates made additional equity investments into Holdings of approximately
$48.0 million in 2001, in support of the Former Brown Jordan acquisition. In
addition, Trivest and its affiliates contributed approximately $6.1 million in
support of acquisitions in 2000. Pursuant to the Second Amendment to the Senior
Credit Facility the Company will continue to expense the management fee of
$750,000 but is restricted to paying only $350,000 during the period of the
Second Amendment.

MERGER WITH TRIVEST FURNITURE CORPORATION

In August 1999, Trivest Furniture Corporation merged with and into us. We
are the surviving corporation of the merger. Trivest Furniture Corporation was a
newly formed corporation organized by an investor group led by Trivest. The
members of our senior management have retained the positions they held prior to
the merger. See "Management." Pursuant to the merger agreement, each holder of
previously outstanding shares of WinsLoew common stock, other than Trivest
Furniture Corporation, received $34.75 per share in cash, without interest, and
the holder of each outstanding option received a cash payment equal to the
difference between $34.75 and the exercise price of the option. The cash merger
consideration, option cancellation payments and related fees and expenses, which
totaled approximately $282.6 million, were provided by (1) an aggregate of $78.0
million in cash and rollover equity contributions valued at $34.75 per share, to
Trivest Furniture Corporation from two private investment partnerships
affiliated with Trivest, individuals affiliated with Trivest, members of our
senior management team, other employees and additional investors, (2) aggregate
borrowings of approximately $95.0 million under our senior credit facility, (3)
the proceeds from the sale of the units consisting of original notes and
warrants of approximately $102.5 million and (4) cash on hand of approximately
$7.1 million. The members of our board of directors and senior management team
received cash payments in respect of common stock and options they held prior to
the merger and contributed cash and shares of our common stock to Trivest
Furniture Corporation.

LEISURE GARDEN

As a result of the acquisition of Former Brown Jordan, the Company acquired
approximately 20% ownership of Lexman Holdings, Limited, ("Lexman"). Lexman is
the sole equity holder of Leisure Garden, a furniture manufacturer in the
People's Republic of China. The Company has a long-term supply agreement with
Lexman providing for the Company to purchase a minimum of $10,000,000 of
furniture per year. In calendar 2002 the Company purchased approximately
$92,000,000 from Leisure Garden. The agreement with Leisure Garden expired in
2001. In addition, the Company reported dividend income from Leisure Garden of
$1.0 million in 2002 and $700,000 in 2001.

Prices are negotiated on an item or furniture group basis. Although the
prices are agreed upon through a rigorous negotiating process, the Company does
not believe the negotiations are at "arms length". Further, the Company believes
it purchases furniture from Leisure Garden at prices that are lower than those
that would be negotiated with an unrelated third party. As a result, the Company
could be adversely impacted by its inability to purchase from Leisure Garden if
comparable alternative sources were not available.

In December 2002 the Company divested its interest in Lexman for $4.3
million in cash and the return of the shares owned by the principals of Lexman
and Leisure Garden in Holdings. The Company did not realize any gain or loss
from the sale of this asset.

INVESTOR'S AGREEMENT WITH CERTAIN INVESTORS

Effective upon the consummation of the merger, all of our shareholders
became shareholders of Holdings and the Company became a wholly owned subsidiary
of Holdings. The stockholders of Holding, including several individuals
affiliated or associated with Trivest, entered into an investors' agreement with
Holdings in connection with the merger and acquisition of our common stock. The
investors' agreement includes "right of first offer," "right of first refusal"
and other restrictions on the ability of the investors to transfer common stock.
The investors' agreement generally provides that Trivest Fund II Group, Ltd.,
one of our new Trivest investors, will afford to the other investors the right
to proportionally participate in proposed transfers of common stock. In
addition, all the other investors agree to participate in sales of common stock
and other significant corporate transactions entered into by Trivest Fund II
Group, Ltd., provided that all investors receive the same consideration for
their common stock. All of the foregoing restrictions will terminate on the date
of an underwritten public offering of common stock in which the aggregate gross
proceeds we receive are at least $20.0 million at a price per share of not less
than $10.00. The investors' agreement also provides that if, subsequent to a
qualified public offering, Holdings determines to effect the registration of any
equity securities under the Securities Act, other than in connection with
employee benefit plans or certain reclassifications, mergers, consolidations or
acquisitions, Holdings will be required to include in the filing, and to use all
our commercially reasonable efforts to register, all or any specified portion of
the registrable shares of common stock held by the investors or their successors
or assigns. The registration rights are subject to certain conditions and
limitations, including our right to reduce pro rata the amount of such
registrable shares included in an underwritten public offering if the
underwriter determines that the aggregate requested participation will adversely
affect the marketing of the securities to be sold. Holdings also agrees that,
upon the request of holders of at least 20% of the then outstanding registerable
shares of our common stock, so long as we are able to file a registration
statement on Form S-3 or a successor form, Holdings will use all commercially
reasonable efforts to effect the registration on Form S-3 or any successor form
of all or any specified portion of the common stock held by such requesting
shareholders. The investors' agreement also provides board observation rights
for individuals designated by the Trivest partnerships, as well as their limited
partners, which will terminate upon a qualified public offering.

SHAREHOLDERS AGREEMENTS WITH EACH OF OUR SHAREHOLDERS

In addition, each of Holdings' other shareholders, which are comprised of
employees and independent sales representatives, entered into separate
shareholders' agreement with Holdings in connection with the merger and his or
her acquisition of common stock. Under the shareholders' agreements, Holdings
has the right to repurchase all common stock owned by the shareholder upon the
termination of his or her employment, which right may be exercised by Trivest
Fund II Group, Ltd. if Holdings does not do so. The shareholders' agreements
include certain "right of first offer," "right of first refusal" and other
restrictions on the ability of the shareholders to transfer common stock, all of
which restrictions will terminate upon (1) a sale of all or substantially all of
Holdings' assets, (2) the sale of Holdings common stock in a transaction or
series of transactions resulting in any person or group of affiliated persons
other than the current shareholders owning more than 50% of our common stock
outstanding, (3) the registered public sale of common stock the net proceeds of
which are at least $15.0 million, or (4) Holdings merger or consolidation with
or into another corporation if, after giving effect to the merger or
consolidation, holders of our voting securities immediately prior thereto own
voting securities of the surviving corporation representing less than a majority
of ordinary voting power to elect directors. The shareholders' agreements also
provide that the shareholders will participate in sales of our common stock to
an independent third party approved by holders of a majority of our outstanding
common stock, as well as other significant corporate transactions, and agree to
consent to and raise no objections against the sale, as long as all shareholders
receive the same consideration for their common stock.

TRIVEST AGREEMENTS IN CONNECTION WITH THE SECOND AMENDMENT TO THE SENIOR CREDIT
FACILITY

In connection with the Second Amendment to the Senior Credit Facility
entered into by the Company in March 2003, Trivest entered into a Guaranty
Agreement with the senior bank group which provides for Trivest to advance
monies to the Company in the event certain financial covenants are not met at
the end of the second and fourth quarters of 2003. The maximum amount of the
additional investment is $13.4 million. As part of the Second Amendment, Trivest
agreed to the terms of a Subordination Agreement which subordinated the
indebtedness of the Company to Trivest under the terms of the Reimbursement
Agreement. Under the terms of the Reimbursement Agreement should Trivest be
required to fund the additional monies the Company would be indebted to Trivest
subordinate to the senior lenders. Additionally, the Subordinated Note Indenture
was amended by a vote of the holders to allow the Company to become indebted to
Trivest for the amount advanced to the Company under the Guaranty Agreement.

ITEM 14.

As of January 31, 2003, an evaluation was performed under the supervision
and with the participation of our management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the evaluation,
our management, including the Chief Executive Officer and Chief Financial
Officer, believes that our disclosure controls and procedures are adequately
designed to ensure that the information that we are required to disclose in this
report has been accumulated and communicated to our management, including our
Chief Financial Officer and Chief Executive Officer, as appropriate, to allow
timely decisions regarding such required disclosures.

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to December
31, 2002.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) Documents filed as part of this report:

(1) Financial Statements:
Reference is made to the index set forth on page
37 of this Annual Report on Form 10-K

(2) Financial Statement Schedule:

The following consolidated financial statement
schedule is filed herewith:

Sequential
Page Number

Schedule II - Valuation and Qualifying Accounts 86

Any required information not included in the above-described schedule is
included in the consolidated financial statements and notes thereto contained
herein. All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions are otherwise not applicable and
therefore have been omitted.

(3) Exhibits: (An asterisk to the left of an exhibit number denotes a
management contract or compensatory plan or arrangement required to be filed as
an exhibit to the Annual Report on Form 10-K)

EXHIBITS AND FINANCIAL SCHEDULES

(a) Exhibits

EXHIBIT
NUMBER Exhibit Description

2.1 Articles of Merger By and Among WinsLoew Furniture, Inc., WFLI
Holdings, Inc. and WLFI Merger Inc. dated as of April
27,2001 (2) (5)

3.1.1 Registrant's Restated Articles of Incorporation (3.1) (1)

3.2 Registrant's Bylaws (3.2)(1)

4.1 Indenture dated as of August 24, 1999 between WinsLoew
Escrow Corp. (whose obligations have been assumed by the
Registrant) and American Stock Transfer & Trust
Company, including form of 12 _% Senior Subordinated
Note Due 2007 (4.1)(1)

4.2 Supplemental Indenture dated as of August 27, 1999 among Trivest
Furniture Corporation, the Registrant, the Registrant's domestic
subsidiaries and American Stock Transfer & Trust Company (4.2)(1)

4.3 Amendment to Indenture, dated as of March 17, 2003, between the
Company and American Stock Transfer & Trust Company,
as trustee. (9)

4.4 Registration Rights Agreement dated as of August 24, 1999 among
WinsLoew Escrow Corp. (whose obligations have been assumed by the
Registrant) and Bear, Stearns & Co., Inc. Banc Boston Robertson
Stephens Inc. and First Union Capital Markets Corp. (4.3)(1)

4.5 Form of Registered Note (included in Exhibit 4.1) (4.4)(1)

Exhibit Description

10.1 * Form of Indemnification Agreement entered into between
the Registrant and each of the registrant's executive officers and
directors (10.1)(1)

10.2 Agreement dated August 1, 1996 between Winston
Furniture Company of Alabama, Inc. and the Retail,
Wholesale and Department Store Union, AFL-CIO (10.6)(1)

10.3 Pricing Agreement dated December 1, 1998 between
Loewenstein, Inc. Gregson Furniture Industries and
Marriott International, Inc. (10.11)(1)

10.4 Purchase Agreement dated August 19, 1999 among
WinsLoew Escrow Corp., Trivest Furniture Corporation
(each of whose obligations have been assumed by the
Registrant) and Bear, Stearns & Co. Inc., BancBoston
Robertson Stephens Inc. and First Union Capital
Markets Corp. (10.17)(1)

10.5 Warrant Agreement dated as of August 24, 1999 between
WinsLoew Escrow Corp. (whose obligations have been
assumed by the Registrant) and American Stock Transfer
& Trust Company (10.18)(1)

10.6 Investors Agreement dated August 27, 1999 among
Trivest Furniture Corportion, Trivest Furniture
Partners, Ltd., Trivest Fund II Group, Ltd., and
various investors identified therein (10.20)(1)

10.7 Exchange and Subscription Agreement dated August 27, 1999 among
Trivest Furniture Corporation and various investors identified
therein (10.21)(1)

10.8 * WinsLoew 1999 Key Employee Equity Plan (10.22)(1)

10.9 Form of Subscription Agreement (included in Exhibit
10.22) (10.23)(1)

10.10 Form of Shareholders' Agreement (included in Exhibit
10.22) (10.24)(1)

10.11 * Management Agreement dated August 27, 1999 between the
Registrant and Trivest II, Inc. (10.25)(1)

10.12 * Employment Agreement dated August 27, 1999 between the
Registrant and Bobby Tesney (10.26)(1)

10.13 * Employment Agreement dated August 27, 1999 between the
Registrant and Vincent A. Tortorici, Jr.(10.28)(1)

10.14 * Severance Agreement dated August 27, 1999 between the
Registrant and Bobby Tesney(10.29)(1)

10.15 * Severance Agreement dated August 27, 1999 between the
Registrant and Vincent A. Tortorici, Jr.(10.30)(1)

10.16 Subscription and Shareholder Agreement dated March 31, 2000
between Michael Shilling and WinsLoew Furniture, Inc.(2.4)(2)

10.17 Subscription and Shareholder Agreement dated March 31, 2000 between
Jerry Schilling and WinsLoew Furniture, Inc.(2.5) (2)

10.18 * Employment Agreement dated March 31, 2000 between Jerry
Shilling and Wabash Valley Manufacturing, Inc.(2.2)(2)

10.19 Subscription and Shareholder Agreement dated June 16, 2000 between
Donald N. Clark and WinsLoew Furniture, Inc. (10.37)(3)

10.20 Trust Indenture dated May 1, 2000 between The Industrial
Development Board Of The City Of Haleyville, Alabama and
First Commercial Bank (As Trustee).(10.45) (3)

10.21 Lease Agreement dated May 1, 2000 by and between The
Industrial Development Board Of The City Of Haleyville, Alabama and
Winston Properties, Inc.(10.44) (3)

10.22 Stock Purchase Agreement by and among Loewenstein, Inc., The
Woodsmiths Company, Inc. and Raynor E. Baldwin dated as of
March 9, 2001 (10.1)(4)

10.23 Stock Purchase Agreement by and among WLFI Holdings, Inc.,
WinsLoew Furniture, Inc., Brown Jordan International, Inc. and The
Stockholders Brown Jordan International, Inc.
dated as of May 8, 2001. (1)(5)

10.24 Credit Agreement By and Among WinsLoew Furniture, Inc. and
Canadian and Imperial Bank Of Commerce and other lenders and CIBC
World Markets Corp dated as of May 8, 2001. (10.2)(6)

10.25 Interest Rate Swap Agreement among WinsLoew Furniture, Inc.
and Canadian Imperial Bank of Commerce, dated as of August 6, 2001.
(10.2) (7)

10.26 First Amendment To Credit Agreement entered into by and among
WinsLoew Furniture, Inc., and the Lenders and Canadian and
Imperial Bank of Commerce, as Administrative agent for the
Lenders, dated as of December 14, 2001. (1)(8)

10.27 Limited Waiver Regarding Financial Covenants among WinsLoew
Furniture, Inc., certain financial institutions known as Lenders,
Canadian Imperial Bank of Commerce, as administrative agent for
Lenders, CIBC, INC., as Swing Line Lender, Antares Capital
Corporation and Heller Financial, Inc., as Co-Syndication Agents and
General Electric Capital Corporation, as Documentation Agent for
Lenders. dated as of October 12, 2001. (10.46)(9)

10.28 Guaranty Reimbursement Agreement, dated as of March 19, 2003,
among the Company, Holdings, the "Subsidiary Obligors" named
therein, and Trivest. (10.53)(10)

10.29 Security Agreement, dated as of March 19, 2003, among the Company,
Holdings, the "Subsidiary Grantors" named therein,
and Trivest. (10.54) (10)

10.30 Intercreditor and Subordination Agreement, dated as of
March 19, 2003, among Canadian Imperial Bank of Commerce, as
Administrative Agent, Trivest, the Company, Holdings and the
other "Loan Parties" named therein. (10.55)(10)

10.31 * Amendment to Management Agreement between the Company and Trivest
Partners LP dated March 19, 2003(11)

10.32 * Letter Agreement between the Company and Bobby Tesney dated
January 16, 2002 (11)

10.33 * Employment Agreement between the Company and Bruce R. Albertson
dated January 25, 2002(11)

10.34 Second Amendment to the Credit Agreement and Limited Waiver dated
March 19, 2003 (11)

12.1 Statement of Computation of Ratio of Earnings to Fixed Charges(11)

21.1 Subsidiaries of the Registrant(11)

99.1 Certification of Chief Executive Officer under Section 906 of the
Sarbanes-Oxley Act of 2002

99.2 Certification of Chief Financial Officer under Section 906 of the
Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to the exhibits, shown in parentheses
and filed with the Registrant's S- 4 Filed November 18, 1999

(2) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 8- K Filed
April 11, 2000

(3) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 10- K Filed
March 16, 2001

(4) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 10- Q Filed May 14,
2001

(5) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 8- K Filed May 23,
2001

(6) Incorporated by reference to the exhibits, shown
in parentheses and filed with the Registrant's 10-Q
Filed August 10, 2001

(7) Incorporated by reference to the exhibits, shown
in parentheses and filed with the Registrant's 10-Q
Filed November 8, 2001

(8) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 8- K Filed
December 21, 2001

(9) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 10- K Filed
March 27, 2002

(10) Incorporated by reference to the exhibits, shown in
parentheses and filed with the Registrant's 8- K Filed
March 21, 2003

(11) Filed herewith

(b) Reports on Form 8-K

The registrant filed no Form 8-K for the quarter ended
December 31, 2002. The Registrant filed a Form 8-K on
March 21, 2003.

(c) Exhibits required by Item 601 of Regulation S-K

The index to exhibits that are listed in Item 14(a)(3) of this
report and not incorporated by reference follows the
"Signatures" section hereof and is incorporated herein by
reference.

(d) Financial Statements Schedules required by Regulation S-X

The financial statement schedules required by Regulation S-X are
included herein. See Item 14(a)2 for index.

SIGNATURES

Pursuant to the requirements of our Senior Subordinated Indenture , the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Brown Jordan International, Inc.

Date: April 15, 2003 By: /s/Bruce R. Albertson
------------------
Bruce R. Albertson
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,this
report has been signed below by the following persons on behalf of the
registrant in the capacities, and on the dates indicated.

Signature Title Date
- ----------------------- ---------------- -----------------
/s/ Bruce R. Albertson President, Chief April 15, 2003
- ----------------------
Bruce Albertson Executive Officer
and Director
(Principal Executive
Officer)

/s/ Vincent A. Tortorici, Jr. Vice President and April 15, 2003
- -----------------------------
Vincent A. Tortorici, Jr. Chief Financial Officer
(Principal Financial and
Accounting Officer)

/s/ Earl W. Powell Chairman of the Board April 15, 2003
- ------------------
Earl W. Powell

/s/ Bobby Tesney_ Vice-Chairman and April 15, 2003
- ----------------- Director
Bobby Tesney

/s/ Richard Meringolo Director April, 15, 2003
- ---------------------
Richard Meringolo

/s/ David M . Solomon Director April 15, 2003
- ---------------------
David M. Solomon

/s/ Derek McDowell__ Director April 15, 2003
- -------------------
Derek McDowell

/s/ Walter J. Olson III Director April 15, 2003
- -----------------------
Walter J. Olson III

/s/ James D. Carreker Director April 15, 2003
- ---------------------
James D. Carreker

/s/ Robert Koehn Director April 15, 2003
- ----------------
Robert Koehn

/s/ Michael J. Fourticq, Sr. Director April 15, 2003
- ----------------------------
Michael J. Fourticq, Sr.

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
BROWN JORDAN INTERNATIONAL, INC.

December 31, 2002

- --------------------------------- --------------- ------------------ -- ----------------- ----- ----------------- ----- ------------
Balance at Charged To Charged To Balance at
Beginning Costs and Other End
Description Of Period Expense Accounts Deductions Of Period
- --------------------------------- --------------- ------------------ -- ----------------- ----- ----------------- ----- ------------

Year ended December
31, 2000 Allowance
for doubtful

accounts $2,098,000 $ 672,046 $ 250,000 (3) $ 81,025 (1) $3,101,071

Year ended December
31, 2001 Allowance
for doubtful

accounts $3,101,071 $ (402,847) $ 530,972 (3) $ 109,621 (1) $3,338,817

Year ended December
31, 2002 Allowance
for doubtful

accounts $3,338,817 $ 64,397 $ - $(1,138,205) (1) $2,265,009

- --------------------------------- --------------- ------------------ -- ----------------- ----- ----------------- ----- ------------
Balance at Charged To Charged To Balance at
Beginning Costs and Other End
Description Of Period Expense Accounts Deductions Of Period
- --------------------------------- --------------- ------------------ -- ----------------- ----- ----------------- ----- ------------
Year ended December 31, 2000
Allowance for excess and
obsolete
inventory $1,199,000 $ (48,738) $ 300,000 (3) $ (366,491) (2) $1,083,771

Year ended December 31, 2001
Allowance for excess and
obsolete
inventory $1,083,771 $ 1,426,909 $3,196,448 (3) $(2,279,955) (2) $3,427,173

Year ended December 31, 2002
Allowance for excess and
obsolete
inventory $3,427,173 $ 2,245,498 $ - $(3,657,143) (2) $2,015,528

(1) Uncollectible accounts receivable written-off
(2) Excess and obsolete inventory written-off
(3) Amounts established as a result of acquisitions

EXHIBIT 12.1

BROWN JORDAN INTERNATIONAL, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

Years Ended December 31,
-------------------------------------------------------------------

2002 2001 2000 1999 1998
(In thousands)
------------------------------------------------------------------

Income Statement Data:
Income (loss) before income taxes, cumulative
effect of change in accounting principle and
extraordinary items $2,515 $(974) $13,888 $27,850 $29,247
items

Add: 34,815 35,277 27,462 9,213 884
Fixed charges

37,330 34,303 41,350 37,063 30,131
Earnings as defined

Fixed charges
Interest expense ( including
amortization of debt expense ) 33,555 34,358 27,114 8,910 635

Estimated interest portion of rent 1,260 919 348 303 249
expense

Total fixed charges 34,815 35,277 27,462 9,213 884

Ratio of earnings to fixed 1.1x 1.0x 1.5x 4.0x 34.1x
charges

EXHIBIT 21.1

SUBSIDIARIES OF BROWN JORDAN INTERNATIONAL, INC.

State or Other
Jurisdiction of
Incorporation or
Name Organization
-------------------------------------- -----------------

1 Winston Furniture Company of Alabama, Alabama
Inc.

2 Loewenstein, Florida
Inc.

3 Charter Furniture Company California

4 Wabash Valley Manufacturing, Inc. Indiana

5 BJCLW Holdings, Inc. Delaware

6 BJI Employee Services, Inc. Florida

CERTIFICATIONS

I, Bruce R. Albertson, President and Chief Executive Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Brown Jordan
International, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared:

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

By:/s/ Bruce R. Albertson
April 15, 2003 Bruce R. Albertson
President and Chief Executive Officer

CERTIFICATIONS

I, Vincent A. Tortorici, Jr., Financial Officer, certify that:

1. I have reviewed this annual report on Form 10-K of Brown Jordan
International, Inc.;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
annual report;

3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared:

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the
equivalent functions):

d) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

e) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

April 15, 2003 By:/s/ Vincent A. Tortorici, Jr.
----------------------------------
Vincent A. Tortorici, Jr.
Chief Financial Officer

Exhibit 99.1
CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Brown Jordan International, Inc.
(the "Company") on Form 10-K for the year ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Bruce R. Albertson, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906
of the Sarbanes-Oxley Act of 2002:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

By:/s/ Bruce R. Albertson
April 15, 2003 Bruce R. Albertson
President and Chief Executive Officer

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Brown Jordan International, Inc.
(the "Company") on Form 10-K for the year ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Vincent A. Tortorici, Jr., Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

April 15, 2003 By:/s/ Vincent A. Tortorici, Jr.
----------------------------------
Vincent A. Tortorici, Jr.
Chief Financial Officer

AMENDMENT
to
MANAGEMENT AGREEMENT

This Amendment (this "Amendment") is made and entered into as of March 19,
2003, by and between BROWN JORDAN INTERNATIONAL, INC. (F/K/A WINSLOEW FURNITURE,
INC.), a Florida corporation (the "Company"), and TRIVEST PARTNERS, L.P., a
Florida limited partnership or its successors ("Trivest").

Preliminary Statements:

A. On August 27, 1999, the Company entered into a Management Agreement, as
amended by that certain amendment, dated as of May 8, 2001 (as may be amended or
modified from time to time, the "Management Agreement") with Trivest II, Inc.,
which assigned its rights and obligations thereunder to Trivest pursuant to an
Assignment and Assumption Agreement among the Company, Trivest II, Inc. and
Trivest effective as of January 1, 2000.

B. The Company is the borrower under the Credit Agreement, dated May 8,
2001, executed by the Company, as borrower, the financial institutions listed
therein as Lenders (collectively, the "Senior Lenders"), CIBC Inc., as swing
line lender, Canadian Imperial Bank of Commerce, acting through on or more of
its agencies, branches or affiliates as Administrative Agent (the
"Administrative Agent"), Antares Capital Corporation and Heller Financial, Inc.,
each as Co-Syndication Agent, and General Electric Capital Corporation, as
Documentation Agent (as amended or modified from time to time, the "Senior
Credit Agreement").

C. The Senior Lenders have agreed to waive certain financial covenant
defaults and to modify the Senior Credit Agreement pursuant to the Second
Amendment to Credit Agreement and Limited Waiver, of even date herewith, by and
among the Company, the Senior Lenders, the "Credit Parties" referred to therein,
and Canadian Imperial Bank of Commerce, as Administrative Agent for the Senior
Lenders (the "Second Amendment"). As a condition precedent to the effectiveness
of the Second Amendment, the Senior Lenders require that Trivest, an affiliate
of Brown Jordan, execute this Amendment reducing the cash payment of the Base
Compensation set forth in Section 6(a) of the Management Agreement to $350,000
per annum.

D. The Company and Trivest desire to amend the Management Agreement to
decrease the cash payment of the Base Compensation from $770,000 to $350,000 per
year for Fiscal Year 2003 and the First Fiscal Quarter in 2004 (as such periods
are defined in the Senior Credit Agreement).

Agreement:

1. Amendment to Section 6(a). Section 6(a) of the Management Agreement is
hereby amended by adding the following provisos after "(the "Base
Compensation")" in the first sentence of such Section: "; provided, that the
cash portion of the Base Compensation during fiscal year 2003 and the first
fiscal quarter of 2004 shall be limited to $350,000 per annum; and, provided,
further, that the non-cash portion of the Base Compensation shall only be paid
in accordance with the restrictions set forth in subsection 1.4I of the Second
Amendment"

2. References. All references in the Management Agreement to "this
Agreement" shall hereafter refer to the Agreement as amended hereby.

3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

4. Full Force and Effect. The Management Agreement, as amended by this
Amendment, shall continue in full force and effect, and nothing herein contained
shall be construed as a waiver or modification of existing rights or
obligations, under the Management Agreement, except as such rights or
obligations are expressly modified hereby.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.

BROWN JORDAN INTERNATIONAL, INC.

By:
Vincent A. Tortorici, Jr.
Vice President, Chief Financial Officer
TRIVEST PARTNERS, L.P..

By: Trivest III, Inc., its general partner

By:
Name: Derek A. McDowell
Title: Senior Vice President

January 16, 2002

Mr. Bobby Tesney
1076 Greymoor Road
Birmingham, AL 35242

Dear Bobby:

Following our discussions of yesterday, I wanted to confirm to you the
transition plan and compensation arrangement that I will submit to the Board of
Directors for approval next Thursday. This plan assumes that Bruce Albertson
accepts our offer to be CEO starting January 25, 2002, and that the board
ratifies our actions in hiring Bruce and changing your status.

o Position: Vice Chairman

o Salary: $400M p.a. until April 30
$250M p.a. until July 31
$150M p.a. until December 31

o Bonus for 2002: $200M to $300M at the discretion of the Board
of Directors.

o Benefits: Company paid basic family medical
coverage and Executive Medical Reimbursement
Plan. Disability insurance currently maintained
@ salary level. Cellular phone as currently
handled. Car title assigned to you. Shoal
Creek membership equity to Company. Company
will pay Greystone monthly dues until
September, 2002. Maintain life insurance
programs. Participation in Executive Retirement
Plan through December 31, 2002.

o Stock Options: One-half of options granted October 2, 2001
with same vesting schedule.

o Term: Service at the discretion of the Board of
Directors. Automatic termination on Change
of Control.

o Termination Notice: If the Board of Directors seeks to terminate
your employment, you will receive six months
advance notice or six months continued pay.

Effective January 1, 2003, your salary will be $100,000 per annum without a
bonus arrangement. Your benefits will remain in place and the term and
termination notice will remain the same.

During the CEO transition period (2002), you have agreed to work full-time until
Bruce notifies us that he has completed the transition necessary to be fully
effective.

Specifically, I would expect that you would work closely with Bruce to:

o Develop a revised organizational structure.

o Hire the appropriate executives to implement the revised organizational
structure.

o Oversee the selling of the Tropicraft and Texacraft facilities.

o Oversee the Southern Woods operation, enhance its profitability and
prepare it for sale.

o Oversee the new Pompeii facility and make sure it is running
efficiently.

o Facilitate Bruce's meeting of our employees and customers.

o Attend various trade shows.

The foregoing points are not meant to be all-inclusive and I'm sure you and
Bruce will develop additional issues to deal with.

Bobby, I very much appreciate the way you have handled your request that we
transition your CEO responsibilities to someone else. Your loyalty, cooperation
and friendship are very much appreciated.

We look forward to continuing our relationship and working together to build
WinsLoew into the best furniture business anywhere.

Sincerely,

Earl W. Powell
Chairman and Chief Executive Officer

EWP/kc

Execution Copy

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into as of
January 25, 2002 by and between WINSLOEW FURNITURE, INC., a Florida corporation
(the "Company"), and BRUCE R. ALBERTSON (the "Executive").

Recitals
--------

A. The Company desires to employ the Executive on the terms and subject to
the conditions set forth in this Agreement.

B. The Executive is willing to make his services available to the Company
on the terms and subject to the conditions hereinafter set forth.

C. The Board (as defined below) has approved the execution and delivery by
the Company of this Agreement.

Agreement
---------

NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

1. Employment.

1.1. General. The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to serve the Company on the terms and conditions set
forth herein.

1.2. Duties of Executive. During the term of this Agreement, the Executive
shall serve as President and Chief Executive Officer of the Company, shall
diligently perform all services as may be assigned to him by the Company's Board
of Directors or any authorized Committee of the Board of Directors (the full
Board or such Committee, as the case may be, is referred to herein as the
"Board"), and shall exercise such power and authority as may from time to time
be delegated to him by the Board. The Executive shall devote his full time and
attention to the business and affairs of the Company, render such services to
the best of his ability, and use his best efforts to promote the interests of
the Company.

1.3. Place of Performance. In connection with his employment under this
Agreement, Executive shall perform his duties and responsibilities hereunder
primarily from an office located in South Florida, except for required travel on
the Company's business.

2. Term.

2.1. Initial Term. The initial term of this Agreement, and the employment
of the Executive hereunder, shall be for the 3-year period commencing on the
date hereof (the "Initial Term"), unless sooner terminated in accordance with
the terms and conditions hereof.

2.2. Renewal Terms. The Initial Term of this Agreement, and the employment
of the Executive hereunder, may be renewed and extended for such period or
periods as may be mutually agreed to by the Company and the Executive in a
written supplement to this Agreement signed by the Executive and the Company
("Written Supplement"). If this Agreement is not so renewed and extended prior
to the expiration of the Initial Term, this Agreement, and the employment of the
Executive hereunder, shall automatically terminate upon the expiration of the
Initial Term.

3. Compensation.

3.1. Base Salary. The Executive shall receive a base salary (the "Base
Salary") at the annual rate of not less than $400,000 for the Initial Term, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes. The Base
Salary shall be reviewed, at least annually, for merit increases and may, by
action and in the discretion of the Board, be increased at any time or from time
to time. If the term of this Agreement shall be renewed and extended as provided
in Section 2.2 hereof, then during such renewal term of his employment
hereunder, the Executive shall be paid a base salary as set forth in the Written
Supplement.

3.2. Incentive Compensation.

(a) In addition to the Base Salary, the Executive shall be entitled to
receive annual incentive compensation ("Incentive Compensation"), in the amount
determined pursuant to this Section 3.2, for each fiscal year ending during the
term of this Agreement commencing with fiscal 2002 for which the Company has
Operating Earnings (as hereafter defined) of at least fifty percent (50%) of the
Target Earnings (as hereinafter defined) of the Company for such year. For
purposes of this Section 3.2, "Operating Earnings" shall mean the consolidated
operating earnings of the Company as determined in accordance with generally
accepted accounting principles ("GAAP"), consistently applied with the Company's
past practices, provided, however, that such Operating Earnings shall not
reflect (i.e., shall not be reduced by) any amortization of goodwill. The
determination of Operating Earnings made by the Company (as confirmed by its
annual audit) shall be final and binding on the parties to this Agreement. For
purposes of this Section 3.2, the "Target Earnings" of the Company shall be as
determined by the Board of Directors. The Board of Directors shall have the
right to modify, at any time and in its sole discretion, any previously
established "Target Earnings" for reasons such as, but not limited to, any
acquisition, disposition, merger, reorganization, liquidation, dissolution or
other transaction involving the Company or any of its subsidiaries, or other
extraordinary or significant events or changes in circumstances relating to the
Company or any of its subsidiaries, businesses or operations.

(b) The amount of the Executive's Incentive Compensation for each fiscal
year shall be determined by multiplying (i) the amount of the Base Salary for
that year times (ii) the fraction (the "Earnings Ratio") obtained by dividing
the Operating Earnings by the Target Earnings; provided, however, that if the
Earnings Ratio is less than 50%, no Incentive Compensation shall be paid to the
Executive for that fiscal year; and provided, further, that at no time shall the
Earnings Ratio exceed 110%.

(c) Notwithstanding the provisions of subsection (b) above, the amount of
the Incentive Compensation for fiscal year 2002 shall be at least $200,000 but
no more than $350,000, unless otherwise determined by the Board in its
discretion.

(d) For purposes of this Agreement, the amount of Incentive Compensation
payable with respect to any fiscal year (net of any tax or other amount properly
withheld therefrom) shall be paid by the Company to Executive within one hundred
twenty (120) days after the end of the fiscal year; provided, however, that any
amount paid shall be subject to increase or decrease based upon the final
results of any audited financial statements with respect to such year if
delivered subsequent to the payment of the Incentive Compensation.

3.3. Stock Options. Contemporaneously herewith, the Company's parent, WLFI
Holdings, Inc., is granting the Executive non-qualified stock options to
purchase an aggregate of 19,074 shares of the Company's common stock, par value
$0.01 per share, pursuant to the stock option agreements attached hereto as
Exhibit A and Exhibit B. The exercise price for options shall be as set forth in
the respective option agreement.

3.4. Additional Bonus.

(a) Following a Change of Control (as defined below), the Company shall pay
to the Executive, in addition to any other amounts payable to the Executive
hereunder, a one time bonus ("Change of Control Bonus") based upon the
consideration per share paid to the Company's shareholders in the Change of
Control as follows:

Per Share Consideration: Change of Control Bonus:

Less than $222 No Bonus
Greater than or equal to $222 but less than $333 $1 million
Greater than or equal to $333 but less than $444 $2 million
Greater than or equal to $444 but less than $555 $3 million
Greater than or equal to $555 $4 million

(b) For the purposes hereof, "Change of Control" shall mean a
reorganization, merger, consolidation or other form of corporate transaction or
series of transactions or the sale or issuance, or series of related sales or
issuances, of capital stock of the Company in any single transaction or series
of related transactions, in each case, with respect to which persons who were
the shareholders of the Company immediately prior to such transaction, sale or
issuance do not, immediately thereafter, own more than 25% of the combined
voting power entitled to vote generally in the election of directors of the
Company's then outstanding voting securities, or a liquidation or dissolution of
the Company or the sale of all or substantially all of the assets of the Company
(unless such reorganization, merger, consolidation or other corporate
transaction, liquidation, dissolution or sale or issuance is subsequently
abandoned).

(c) For purposes of this Agreement, the amount of any Change of Control
Bonus payable with respect to any Change of Control (net of any tax or other
amount properly withheld therefrom) shall be paid by the Company to Executive
within one hundred twenty (120) days following the consummation of the Change of
Control.

4. Expense Reimbursement and Other Benefits.

4.1. Reimbursable Expenses. During the term of the Executive's employment
hereunder, the Company, upon the submission of proper substantiation by the
Executive, shall reimburse the Executive for all reasonable expenses actually
and necessarily paid or incurred by the Executive in the course of and pursuant
to the business of the Company.

4.2. Other Benefits. The Executive shall be entitled to participate in all
medical and hospitalization, group life insurance, and any and all other plans
as are presently and hereinafter provided by the Company to its executives. The
Executive shall be entitled to three weeks of paid vacation in accordance with
the Company's prevailing policy for its executives; provided, however, that in
no event may a vacation be taken at a time when to do so could, in the
reasonable judgment of the Board, adversely affect the Company's business.

4.3. Club Membership. The Company shall also pay for the Executive's
membership dues for a private club in an amount to be mutually agreed upon by
the Company and the Executive.

4.4. Company Car. The Company shall provide the Executive with a new car
every three years during the Initial Term or any period thereafter for use in
connection with his employment hereunder by reimbursing the Executive for lease
payments actually made by the Executive on the terms and in the amounts approved
by the Board.

4.5. Working Facilities. The Company shall furnish the Executive with an
office, secretarial help and such other facilities and services suitable to his
position and adequate for the performance of his duties hereunder.

5. Termination.

5.1. Termination for Cause. The Company shall at all times have the right,
upon written notice to the Executive, to terminate the Executive's employment
hereunder for "Cause" (as defined below in this paragraph 5.1). Upon any
termination pursuant to this Section 5.1, the Executive shall be entitled to be
paid his Base Salary to the date of termination and the Company shall have no
further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however to
the provisions of Section 4.1). For purposes of this Agreement, the term "Cause"
shall mean (i) the willful failure or refusal of the Executive to perform the
duties or render the services assigned to him from time to time by the Board,
(ii) gross negligence or misconduct by the Executive in the performance of his
duties to the Company, (iii) the charging or indictment of the Executive in
connection with a felony, (iv) the association, directly or indirectly, of the
Executive, for his profit or financial benefit, with any person, firm,
partnership, association, entity or corporation that competes, in any material
way, with the Company, (v) the disclosing or using of any material trade secret
or confidential information of the Company at any time by the Executive, except
as required in connection with his duties to the Company, (vi) the breach by the
Executive of his fiduciary duty or duty of trust to the Company, or (vii) any
breach or unsatisfactory performance by the Executive of any of the terms or
provisions of this Agreement or any other agreement with the Company or any of
its subsidiaries (whether written or oral), which is not cured within twenty
(20) business days after the Company gives written notice of such breach or
unsatisfactory performance to the Executive.

5.2. Disability. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Executive's employment
hereunder, if the Executive shall, as the result of mental or physical
incapacity, illness or disability, become unable to perform his duties hereunder
for in excess of ninety (90) days in any 12-month period. Upon any termination
pursuant to this Section 5.2, the Company shall pay to the Executive any unpaid
amounts of his Base Salary and Incentive Compensation accrued through the
effective date of termination and the Company shall have no further liability
hereunder (other than for reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however to the provisions of
Section 4.1).

5.3. Death. In the event of the death of the Executive during the term of
his employment hereunder, the Company shall pay to the estate of the deceased
Executive any unpaid amounts of his Base Salary and Incentive Compensation
accrued through the date of his death and the Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of the Executive's death, subject, however
to the provisions of Section 4.1).

5.4. Termination Without Cause. At any time the Company shall have the
right to terminate the Executive's employment hereunder by written notice to the
Executive; provided, however, that, the Company shall (i) pay to the Executive
any unpaid Base Salary and Incentive Compensation accrued through the effective
date of termination specified in such notice, (ii) pay Executive's Base Salary
in the manner set forth in Section 3.1 hereof until the date which is twelve
months following such effective date (the "Severance Date") and (iii) if such
effective date is after January 1, 2003, pay to the Executive on the Severance
Date an amount equal to a pro rata portion of the Incentive Compensation paid to
the Executive for the fiscal year immediately preceding the effective date, if
any, based on the number of days elapsed in the current fiscal year prior to the
Severance Date. After payment of such amounts, the Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however to the
provisions of Section 4.1).

6. Restrictive Covenants.

6.1. Non-competition. While employed by the Company and for a period of one
year following the date his employment is terminated hereunder, the Executive
shall not, directly or indirectly, engage in or have any interest in any sole
proprietorship, partnership, corporation or business or any other person or
entity (whether as an employee, officer, director, partner, agent, security
holder, creditor, consultant or otherwise) that directly or indirectly engages
in competition with the Company in any state, country, commonwealth, territory
or other place in which the Company sells its products (it being agreed that for
all purposes of this Section 6, "the Company" shall include all of its
subsidiaries).

6.2. Nondisclosure. The Executive shall not divulge, communicate, use to
the detriment of the Company or for the benefit of any other person or persons,
or misuse in any way, any trade secrets or confidential information pertaining
to the business of the Company. Any confidential information, trade secrets or
data now known or hereafter acquired by the Executive with respect to the
business of the Company (which shall include, but not be limited to, information
concerning the Company's financial condition, prospects, customers, sources of
leads, methods of doing business, and the manner of design, manufacture,
financing, marketing and distribution of the Company's products) shall be deemed
a valuable, special and unique asset of the Company that is received by the
Executive in confidence and as a fiduciary, and Executive shall remain a
fiduciary to the Company with respect to all of such information.

6.3. Nonsolicitation of Employees and Customers. While employed by the
Company and for a period of three years following the date his employment is
terminated hereunder, the Executive shall not, directly or indirectly, for
himself or for any other person, firm, corporation, partnership, association or
other entity, (i) attempt to employ or enter into any contractual arrangement
with any employee or former employee of the Company, unless such employee or
former employee has not been employed by the Company for a period in excess of
six months, and/or (ii) call on or solicit any of the actual or targeted
prospective customers or clients of the Company, nor shall the Executive make
known the names and addresses of such customers or any information relating in
any manner to the Company's trade or business relationships with such customers.

6.4. Books and Records. All books, records, and accounts relating in any
manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

7. Injunction. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Section 6 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Section 6 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.

8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
the commencement of the Initial Term of this Agreement, shall supersede all
prior agreements, understandings and arrangements, both oral and written,
between the Executive and the Company (or any of its respective affiliates) with
respect to such subject matter, including, without limitation, that certain
letter agreement dated January 15, 2002 between the Executive and Trivest, Inc.
This Agreement may not be modified in any way unless by a written instrument
signed by both the Company and the Executive.

10. Notices. Any notice required or permitted to be given hereunder shall
be deemed given when delivered by hand or when deposited in the United States
mail, by registered or certified mail, return receipt requested, postage
prepaid, (i) if to the Company, to the address of the Company's principal
offices in Pompano Beach, Florida (with a copy to Trivest, Inc., 2665 South
Bayshore Drive, Eighth Floor, Miami, Florida 33133, Attention: Earl W. Powell,
President and Chief Executive Officer), and (ii) if to the Executive, to his
address as reflected on the payroll records of the Company, or to such other
address as either party hereto may from time to time give notice of to the
other.

11. Benefits; Binding Effect. This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representative, legal representatives, successors and, where applicable,
assigns, including, without limitation, any successor to the Company, whether by
merger, consolidation, sale of stock, sale of assets or otherwise; provided,
however that the Executive shall not delegate his employment obligations
hereunder, or any portion thereof, to any other person.

12. Severability. The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, or section or sections had not been inserted. If
such invalidity is caused by length of time or size of area, or both, the
otherwise invalid provision will be considered to be reduced to a period or area
which would cure such invalidity.

13. Waivers. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

14. Damages. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or for the injunction of
any action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.

15. Section Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

16. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

WINSLOEW FURNITURE, INC.

By:
________________________________________
Earl W. Powell
Chairman of the Board

EXECUTIVE

____________________________________________
Bruce R. Albertson

BROWN JORDAN INTERNATIONAL, INC.

SECOND AMENDMENT

TO CREDIT AGREEMENT AND LIMITED WAIVER

This SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this
"Agreement") is dated as of March 19, 2003 and entered into by and among Brown
Jordan International, Inc. (f/k/a WinsLoew Furniture, Inc.), a Florida
corporation ("Borrower"), the financial institutions listed on the signature
pages hereof, the Credit Support Parties (as defined in Section 6 hereof) listed
on the signature pages hereof and Canadian Imperial Bank of Commerce, as
Administrative Agent for Lenders ("Administrative Agent"), and is made with
reference to that certain Credit Agreement dated as of May 8, 2001, (as amended
or modified from time to time, the "Credit Agreement"), by and among Borrower,
the financial institutions party from time to time thereto ("Lenders"), CIBC
Inc., as swing line lender, Administrative Agent and CIBC World Markets Corp.,
as lead arranger and bookrunner. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.

RECITALS

WHEREAS, Borrower and Lenders desire to amend the Credit Agreement (i) to
reduce the Revolving Loan Commitments, (ii) to adjust certain of the financial
covenants, and (iii) to adjust certain of the definitions in the Credit
Agreement and (iv) to make certain other amendments as set forth below;

WHEREAS, Borrower and Lenders desire to waive compliance by Borrower with
certain of financial covenants contained in the Credit Agreement;

WHEREAS, in consideration of the amendments and waivers provided for
herein, Borrower has agreed to (i) reduce the cash payments made to Trivest
under the Trivest Management Agreement, (ii) comply with certain additional
financial covenants, (iii) deliver various financial information and (iv)
undertake various other actions as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

1.1 Amendments to subsection 1.1: Certain Defined Terms

A. The definition of "Applicable LIBOR Margin" in subsection 1.1 of the
Credit Agreement is hereby amended by adding at the end thereof the phrase
"provided further that from the Second Amendment Effective Date until the later
of (1) March 31, 2004 or (2) the date on which the audited financial statements
for Fiscal Year 2003 have been delivered to Administrative Agent and the
Lenders, the Applicable LIBOR Margin for Term Loans that are LIBOR Loans shall
be 5.00% per annum and the Applicable LIBOR Margin for Revolving Loans that are
LIBOR loans shall be 4.50% per annum".

B. The definition of "Consolidated EBITDA" in subsection 1.1 of the Credit
Agreement is hereby amended by adding after the phrase "(v) total amortization
expense," the phrase "(vi) any amounts received by the Lenders pursuant to the
Trivest III Guaranty on account of the Loans or amounts received by Borrower or
any of its Subsidiaries under the Trivest III Reimbursement Agreement, (vii)
amounts accrued but not paid under the Trivest Management Agreement during
Fiscal Year 2003 pursuant to subsection 7.12 (provided such amounts will reduce
Consolidated EBITDA when paid) and by renumbering clause (vi) as clause (viii)".

C. Subsection 1.1 of the Credit Agreement is hereby amended by adding the
following definitions in their respective alphabetical locations:

(i) "Guaranty Subordination Agreement" means that certain Guaranty
Subordination Agreement, dated as of March 19, 2003, among Borrower, Trivest III
and Administrative Agent, in substantially the form attached as Exhibit B to the
Second Amendment.

(ii) "Second Amendment" means that certain Second Amendment to Credit
Agreement, dated as of March 19, 2003, among Borrower, Administrative Agent and
the various other parties thereto.

(iii) "Second Amendment Effective Date" means the date the Second Amendment
becomes effective.

(iv) "Trivest III" means Trivest Fund III, L.P.

(v) "Trivest III Guaranty" means that certain Trivest Guaranty, dated as of
March 19, 2003, among Borrower, Trivest III and Administrative Agent, in
substantially the form attached as Exhibit A to the Second Amendment.

(vi) "Trivest III Reimbursement Agreement" means that certain Trivest III
Reimbursement Agreement, dated as of March 19, 2003, between Borrower and
Trivest III.

(vii) "Trivest III Security Agreement" means that certain Trivest III
Security Agreement, dated as of March 19, 2003, among Borrower, Trivest III and
the various other parties thereto.

1.2 Amendment to subsection 2.1A(ii): Revolving Loan Commitments

A. The second sentence of subsection 2.1A(ii) is hereby amended by deleting
the amount "$60,000,000" in the second sentence thereof and replacing it with
the amount "$50,000,000".

1.3 Amendment to subsection 2.2A: Rate of Interest

A. The proviso in the last paragraph of subsection 2.2A of the Credit
Agreement is hereby amended by deleting the word "and" at the end of subclause
(1) of such proviso and adding at the end of subclause (2) of such provision the
phrase "and (3) from the Second Amendment Effective Date until the later of (a)
March 31, 2004 or (b) the date on which the audited financial statements for
Fiscal Year 2003 have been delivered to Administrative Agent and the Lenders,
the Applicable LIBOR Margin for Term Loans that are LIBOR Loans shall be 5.00%
per annum and the Applicable LIBOR Margin for Revolving Loans that are LIBOR
loans shall be 4.50% per annum".

1.4 Amendment to Section 7: Borrower's Negative Covenants

A. Indebtedness. Subsection 7.1 of the Credit Agreement is hereby amended
by adding at the end thereof the following subclause:

"(vi) Borrower and the Subsidiary Guarantors may become and remain liable
with respect to reimbursement obligations owed to Trivest III in connection with
payments made by Trivest III pursuant to the Trivest III Guaranty or in the
Trivest III Reimbursement Agreement, provided that such obligations are
subordinated to the Obligations pursuant to a subordination agreement in
substantially the form attached as Exhibit B to the Second Amendment; and
provided further that any interest owing with respect to such reimbursement
obligations shall be capitalized and shall not be payable until after repayment
of the Obligations."

In addition, subsection 7.1 of the Credit Agreement is hereby further
amended by deleting the word "and" at the end of subclause (iv) thereof, by
deleting the phrase "." at the end of subclause (v) thereof and by adding at the
end of subclause (v) thereof the phrase "; and".

B. Liens and Related Matters. Subsection 7.2A of the Credit Agreement is
hereby amended by adding at the end thereof the following subclause:

"(iv) Liens granted by Borrower and the Subsidiary Guarantors to secure
obligations to Trivest III permitted by subsection 7.1(vi) pursuant to the
Trivest III Security Agreement, provided that such Liens are subordinated to the
Liens granted in favor of Administrative Agent securing the Obligations pursuant
to a subordination agreement in substantially the form attached as Exhibit B to
the Second Agreement."

In addition, subsection 7.2A of the Credit Agreement is hereby further
amended by deleting the word "and" at the end of subclause (ii) thereof, by
deleting the phrase "." at the end of subclause (iii) thereof and by adding at
the end of subclause (iii) thereof the phrase "; and".

C. Maximum Consolidated Total Leverage Ratio. Subsection 7.6A of the Credit
Agreement is hereby amended by deleting the Maximum Consolidated Total Leverage
Ratios set forth for the 1st Fiscal Quarter of Fiscal Year 2003, the 2nd Fiscal
Quarter of Fiscal Year 2003, the 3rd Fiscal Quarter of Fiscal Year 2003 and the
4th Fiscal Quarter of Fiscal Year 2003, respectively, and substituting in each
case in lieu thereof the ratios set forth on Schedule I.A attached hereto.

D. Maximum Consolidated Senior Leverage Ratio. Subsection 7.6B of the
Credit Agreement is hereby amended by deleting the Maximum Consolidated Senior
Leverage Ratios set forth for the 1st Fiscal Quarter of Fiscal Year 2003, the
2nd Fiscal Quarter of Fiscal Year 2003, the 3rd Fiscal Quarter of Fiscal Year
2003 and the 4th Fiscal Quarter of Fiscal Year 2003, respectively, and
substituting in each case in lieu thereof the ratios set forth on Schedule I.B
attached hereto.

E. Minimum Interest Coverage Ratio. Subsection 7.6C of the Credit Agreement
is hereby amended by deleting the Minimum Interest Coverage Ratios set forth for
the 1st Fiscal Quarter of Fiscal Year 2003, the 2nd Fiscal Quarter of Fiscal
Year 2003, the 3rd Fiscal Quarter of Fiscal Year 2003 and the 4th Fiscal Quarter
of Fiscal Year 2003, respectively, and substituting in each case in lieu thereof
the ratios set forth on Schedule I.C attached hereto.

F. Minimum Fixed Charge Coverage Ratio. Subsection 7.6D of the Credit
Agreement is hereby amended by deleting the Minimum Fixed Charge Coverage Ratios
set forth for the 1st Fiscal Quarter of Fiscal Year 2003, the 2nd Fiscal Quarter
of Fiscal Year 2003, the 3rd Fiscal Quarter of Fiscal Year 2003 and the 4th
Fiscal Quarter of Fiscal Year 2003, respectively, and substituting in each case
in lieu thereof the ratios set forth on Schedule I.D attached hereto.

G. 2003 Minimum Consolidated EBITDA. Subsection 7.6 of the Credit Agreement
is hereby amended by adding at the end thereof the following subsection 7.6F:

"F. 2003 Minimum Consolidated EBITDA. Borrower shall not permit cumulative
Consolidated EBITDA for the period beginning on January 1, 2003 and ending on
the last day of each period set forth below to be less than the correlative
amount indicated:

Period Minimum Consolidated EBITDA
1st Fiscal Quarter, Fiscal Year 2003 $4,800,000
2nd Fiscal Quarter, Fiscal Year 2003 $20,600,000
3rd Fiscal Quarter, Fiscal Year 2003 $29,800,000
4th Fiscal Quarter, Fiscal Year 2003 $45,500,000"

H. Guaranty Fixed Charge Coverage Ratio. Subsection 7.6 of the Credit
Agreement is hereby amended by adding at the end thereof the following
subsection 7.6G:

"G. Guaranty Fixed Charge Coverage Ratio. For the Period beginning on
January 1, 2003 and ending on the last day of each Fiscal Quarter set forth
below, Borrower shall not permit the ratio of (i) Consolidated EBITDA minus
Consolidated Capital Expenditures to (ii) Consolidated Fixed Charges to be less
than the correlative ratio indicated:

Period Minimum Guaranty Fixed Charge
Coverage Ratio
2nd Fiscal Quarter, Fiscal Year 2003 1.00:1.00
4th Fiscal Quarter, Fiscal Year 2003 1.00:1.00"

I. Transactions with Shareholders and Affiliates. Subsection 7.12 of the
Credit Agreement is hereby amended by adding after subclause (iv)(b) the phrase
"or (c) in excess of an annual rate of $350,000, payable quarterly, during
Fiscal Year 2003 and during Fiscal Year 2004 until the delivery of Borrower's
audited financial statements for Fiscal Year 2003 showing compliance with the
financial covenants contained in subsection 7.6;". The parties hereto expressly
understand that the transactions contemplated hereby and by the Trivest III
Guaranty, the Trivest III Security Agreement and the Trivest III Reimbursement
Agreement shall be deemed not to breach any provision of subsection 7.12 of the
Credit Agreement. Additionally, Borrower will be allowed to accrue the $420,000
payable under the Trivest Management Agreement during Fiscal Year 2003 and any
amounts not paid during Fiscal Year 2004 as required to be suspended hereby, and
such accrual will not be considered in determining any of the financial
covenants specified in subsection 7.6 of the Credit Agreement. The accrued and
unpaid amount for Fiscal Year 2003 shall not be paid without consent of
Requisite Lenders, but the accrued and unpaid amount for Fiscal Year 2004 may be
paid upon the delivery of Borrower's audited financial statements for Fiscal
Year 2003 showing compliance with the financial covenants contained in
subsection 7.6 of the Credit Agreement.

J. Events of Default. Section 8 of the Credit Agreement is hereby amended
by adding after subsection 8.16 the following subsection 8.17:

8.17 Defaults Under Trivest III Guaranty and Guaranty
Subordination Agreement.
------------------------------------------------------------------------

At any time after the execution and delivery thereof, (i) the Trivest III
Guaranty or the Guaranty Subordination Agreement, for any reason other than the
satisfaction in full of all obligations thereunder, shall cease to be in full
force and effect (other than in accordance with their terms) or shall be
declared to be null and void by a final, non-appealable judgment of a court of
competent jurisdiction or (ii) any Loan Party or Trivest III shall contest or
deny in writing the validity or enforceability of the Trivest III Guaranty or
the Guaranty Subordination Agreement or deny in writing that it has any further
liability under the Trivest III Guaranty or the Guaranty Subordination
Agreement, to the extent applicable to such party:".

In addition, Section 8 of the Credit Agreement is hereby further amended by
deleting the phrase ":" at the end of subsection 8.16 and by adding at the end
of subsection 8.16 the phrase "; or".

Section 2. WAIVERS TO THE CREDIT AGREEMENT

2.1 Waivers

A. Waivers of Various Provisions of Subsection 6.1. The Requisite Lenders
hereby waive any Potential Events of Defaults or Events of Default resulting
from the failure to deliver certain items listed on Schedule II attached hereto,
provided that such items (other than items 6. and 7. and 9.) are delivered prior
to the Effective Date (as defined below).

B. Waiver of Subsection 7.3(i) of the Credit Agreement. The Requisite
Lenders hereby waive any Potential Events of Defaults or Events of Default
arising from the failure to comply with subsection 7.3(i) of the Credit
Agreement until the Effective Date.

C. Permanent Waiver of Various Provisions of Subsection 7.6. The Requisite
Lenders hereby permanently waive any Potential Events of Defaults or Events of
Default arising from the failure to comply with (i) subsection 7.6A of the
Credit Agreement to maintain a specified maximum Consolidated Total Leverage
Ratio as of the end of the 2nd Fiscal Quarter of Fiscal Year 2002 and the 4th
Fiscal Quarter of Fiscal Year 2002, (ii) subsection 7.6B of the Credit Agreement
to maintain a specified maximum Consolidated Senior Leverage Ratio as of the end
of the 4th Fiscal Quarter of Fiscal Year 2002, and (iii) subsection 7.6C of the
Credit Agreement to maintain a specified minimum Interest Coverage Ratio for the
four consecutive Fiscal Quarter periods ending on the 3rd Fiscal Quarter of
Fiscal Year 2002 and the 4th Fiscal Quarter of Fiscal Year 2002.

2.2 Limitation of Waivers

A. Without limiting the generality of the provisions of subsection 10.6 of
the Credit Agreement, the waivers set forth herein shall be limited precisely as
written and relate solely to the failure of Borrower to deliver certain items
referenced on Schedule II attached hereto and the noncompliance by Borrower with
the provisions of subsections 7.3(i), 7.6A, 7.6B and 7.6C of the Credit
Agreement as described in subsection 2.1 of this Agreement, and nothing in this
Agreement shall be deemed to (a) constitute a waiver of compliance by Borrower
with respect to (i) failure to deliver certain items referenced in Schedule II
attached hereto or subsections 7.3(i), 7.6A, 7.6B or 7.6C of the Credit
Agreement in any other instance or (ii) any other term, provision or condition
of the Credit Agreement or any other instrument or agreement referred to therein
(whether in connection with this Agreement or otherwise) or (b) prejudice any
right, remedy or claim that Administrative Agent or any Lender may now have
(except to the extent such right, remedy or claim was based upon existing
defaults that will not exist after giving effect to the waivers contained in
this Agreement) or may have in the future under or in connection with the Credit
Agreement or any other instrument or agreement referred to therein.
Notwithstanding the foregoing waivers contained in Section 2.1 of this
Agreement, the parties agree that increased interest pursuant to subsection 2.2E
of the Credit Agreement shall be payable from January 1, 2003 through the
Effective Date.

Section 3. COVENANTS

3.1 Covenants

A. In consideration of the waivers and amendments contained in Sections 1
and 2 of this Agreement, Borrower and each of the other Credit Support Parties,
as applicable, covenant and agree as follows:

(i) In addition to the financial reporting requirements in subsection 6.1
of the Credit Agreement, Borrower covenants and agrees as follows:

(a) beginning with the month in which the Effective Date occurs,
to deliver to Administrative Agent and Lenders, no later than 30 days after the
end of each calendar month in Fiscal Year 2003, (1) the consolidating by
product channel (National Accounts, Specialty Retail and Contract) statements
of income of Borrower and its Subsidiaries for such period, setting forth in
comparative form the corresponding figures for the corresponding periods from
the previous Fiscal Year and from the corresponding figures contained in the
Fiscal Year 2003 budget (other than a comparison of certain expenses that
Borrower is unable to determine by product channel), and certified by the
chief financial officer of Borrower that they fairly present, in all material
respects, the financial condition of Borrower and its Subsidiaries as at the
dates indicated, subject to changes resulting from audit and normal year-end
adjustments, (2) a reasonable estimate of Borrower's consolidated 13-week
cash flow forecast, including, anticipated receipts, disbursements and cash
balances, setting forth in each case a description of receipts and
disbursements since the most recently delivered cash flow forecast and a
good faith description of any material deviations from such forecast, and
(3), as applicable, a compliance certificate showing compliance with the 2003
Minimum Consolidated EBITDA and Guaranty Fixed Charge Coverage Ratio covenants
contained in subsections 7.6F and 7.6G of the Credit Agreement, respectively,
all in reasonable detail. Additionally, the chief financial officer of Borrower
shall deliver to Administrative Agent and Lenders, no later than 30 days after
the end of each calendar month in Fiscal Year 2003 a narrative report describing
the operations of Borrower and its Subsidiaries in the form prepared for
presentation to senior management for such period, containing a management
discussion and analysis of financial results by product channel; and

(b) to deliver to Administrative Agent and Lenders, no later
than 30 days after the end of each Fiscal Quarter in Fiscal Year 2003, (1) the
consolidating by product channel (National Accounts, Specialty Retail and
Contract) statements of income of Borrower and its Subsidiaries for such
period, setting forth in comparative form the corresponding figures for the
corresponding periods from the previous Fiscal Year and from the corresponding
figures contained in the Fiscal Year 2003 budget (other than a comparison of
certain expenses that Borrower is unable to determine by product channel) and
certified by the chief financial officer of Borrower that they fairly present,
in all material respects, the financial condition of Borrower and its
Subsidiaries as at the dates indicated, subject to changes resulting from
audit and normal year-end adjustments, and (2) a narrative report describing
the operations of Borrower and its Subsidiaries in the form prepared for
presentation to senior management for such period, containing a management
discussion and analysis of financial results by product channel.

(ii) Borrower covenants and agrees that during the period from June 1, 2003
to July 31, 2003 the aggregate principal amount of outstanding Revolving Loans
and Swing Line Loans shall not exceed $20,000,000 for a period of at least 30
consecutive days, and during the period from July 1, 2003 through August 31,
2003 there shall be no outstanding Revolving Loans and Swing Line Loans for a
period of at least 30 consecutive days.

(iii) Borrower and each other Credit Support Party, as applicable, covenant
and agree to deliver to Administrative Agent within 90 days after the Effective
Date (or such later date, within 120 days after the Effective Date, as the
Administrative Agent may agree) an agreement, satisfactory in form and substance
to Administrative Agent and executed by the financial institution at which each
Deposit Account of Borrower and each other Credit Support Party is maintained,
pursuant to which such financial institution confirms and acknowledges
Administrative Agent's security interest in such Deposit Account, and agrees
that the financial institution will comply with instructions originated by
Administrative Agent (individually or at the direction of the Requisite Lenders)
in substantially the form attached as Exhibit C to this Agreement after the
occurrence and during the continuance of an Event of Default specified in
subsections 8.1, 8.6, 8.7, 8.9, 8.11, 8.12 or 8.17 of the Credit Agreement or
after the occurrence and during the continuance of a Special Event of Default
(as defined below) as to disposition of funds in the Deposit Account, without
further consent by Borrower or any other Credit Support Party and waives its
right to set off with respect to amounts in the Deposit Account. As used herein,
"Special Event of Default" means, on or prior to the delivery of Borrower's
monthly financial statements for December 2003 showing compliance with the
financial covenants contained in subsection 7.6 of the Credit Agreement, there
shall occur an Event of Default specified in subsection 8.3 of the Credit
Agreement due to a breach of a covenant contained in Section 7 of the Credit
Agreement (or if Borrower's audited financial statements for Fiscal Year 2003
show a breach of any of the financial covenants contained in subsection 7.6 of
the Credit Agreement), which breach is not cured or waived within 30 days after
notice to Borrower from Administrative Agent or Requisite Lenders of intent to
deliver instructions in substantially the form attached as Exhibit C to this
Agreement.

(iv) Borrower covenants and agrees to deliver to Administrative Agent on or
prior to the Effective Date, appraisals from American Appraisers of the value of
the trade names of Holdings, Borrower and each other Credit Support Party as
completed for Fiscal Year 2002 compliance with Statement of Financial Accounting
Standards No. 142. If the appraisal methodology is disapproved by Requisite
Lenders, then Borrower shall deliver a new satisfactory appraisal within 90 days
after notice given within 10 days after the Effective Date from Requisite
Lenders of such disapproval.

(v) Borrower covenants and agrees that the Trivest III Guaranty, the
Trivest III Security Agreement and the Trivest III Reimbursement Agreement will
not be amended without the consent of the Administrative Agent and Requisite
Lenders.

B. No Grace Period. Borrower and the other Credit Support Parties, as
applicable, agree that the delivery of financial statements and compliance
certificates contained in subsection 3.1A(i) of this Agreement and the reduction
of the Revolving Loans and Swing Line Loans contained in subsection 3.1A(ii) of
this Agreement must be performed on or before the date indicated (the other
covenants contained in subsection 3.1A of this Agreement being subject to
subsection 8.5 of the Credit Agreement). Borrower and the other Credit Support
Parties, as applicable, acknowledge that failure to comply with such provisions
within the time frames specified will result in an Event of Default under the
Credit Agreement.

Section 4. CONDITIONS TO EFFECTIVENESS

This Agreement shall become effective only upon the satisfaction of all of
the following conditions precedent (the date of satisfaction of such conditions
being referred to herein as the "Effective Date"):

A. On or before the Effective Date, Borrower shall deliver to Lenders (or
to Administrative Agent for Lenders with sufficient originally executed copies,
where appropriate, for each Lender and its counsel) the following, each, unless
otherwise noted, dated the Effective Date:

1. Resolutions of its Board of Directors (and the Board of Directors
of each other Credit Support Party) approving and authorizing the
execution, delivery and performance of this Agreement, certified as of the
Effective Date by its corporate secretary or an assistant secretary as being in
full force and effect without modification or amendment; and

2. Copies of its organizational documents (and the organizational
documents of each other Credit Support Party) certified as of the Effective
Date by its corporate secretary or assistant secretary as being in full force
and effect without modification or amendment.

3. Signature and incumbency certificates (and signature and incumbency
certificates of each other Credit Support Party) of the officer or officers
executing this Agreement.

B. Administrative Agent, Borrower, Holdings, the other Credit Support
Parties and Requisite Lenders shall have executed this Agreement.

C. Administrative Agent shall have received payment from Borrower of all
costs, fees and expenses described in subsection 10.2 of the Credit Agreement
incurred by Administrative Agent and its counsel for periods prior to the
Effective Date and in connection with this Agreement.

D. Administrative Agent shall have received payment from Borrower (which
may be through a borrowing under the Credit Agreement to the extent that
Borrower can satisfy the conditions in subsection 4.2 of the Credit Agreement)
of all increased interest that has accrued from January 1, 2003 through the
Effective Date as a result of subsection 2.2E of the Credit Agreement.

E. Administrative Agent shall have received (which may be through a
borrowing under the Credit Agreement to the extent that Borrower can satisfy the
conditions in subsection 4.2 of the Credit Agreement) for the ratable benefit of
each Lender that shall have executed this Agreement on or prior to the Effective
Date (the "Consenting Lenders") an amendment fee equal to 0.25% of the aggregate
Commitments of the Consenting Lenders (based upon total Revolving Loan
Commitments of $50,000,000).

F. Borrower shall have delivered to Administrative Agent a 13-week cash
flow projection as of March 1, 2003, dated the Effective Date, that includes
anticipated receipts, disbursements and cash balances.

G. Borrower shall have delivered to Administrative Agent a financial plan
for Fiscal Year 2003 that includes a monthly income statement, cash flow
statement and balance sheet.

H. Administrative Agent shall have received a copy of an amendment to the
Trivest Management Agreement confirming the reduction in the cash payment of the
Trivest management fee to $350,000 for Fiscal Year 2003.

I. Trivest III shall have executed and delivered the Trivest III Guaranty
and the subordination agreement substantially in the form of Exhibit B attached
to this Second Amendment and acceptable to Administrative Agent and Requisite
Lenders and shall have delivered to Administrative Agent copies of its
organizational documents.

J. On or before the Effective Date, all corporate and other proceedings
taken or to be taken in connection with the transactions contemplated hereby and
all documents incidental thereto not previously found reasonably acceptable by
Administrative Agent, acting on behalf of Lenders, and its counsel shall be
reasonably satisfactory in form and substance to Administrative Agent and such
counsel, and Administrative Agent and such counsel shall have received all such
counterpart originals or certified copies of such documents as Administrative
Agent may reasonably request.

K. Administrative Agent shall have received a copy of an amendment to the
Subordinated Note Indenture, reasonably satisfactory in form and substance to
Administrative Agent, permitting the Trivest III Guaranty.

L. Administrative Agent shall have received an opinion of counsel as to the
enforceability of the Trivest III Guaranty in substantially the form attached
hereto as Exhibit D.

M. Administrative Agent shall have received a fully executed copy of the
Trivest III Reimbursement Agreement substantially in the form of Exhibit E
attached to this Second Amendment and acceptable to Administrative Agent and
Requisite Lenders.

Section 5. REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS; ADDITIONAL
AGREEMENTS

5.1 Representations and Warranties

In order to induce Lenders to enter into this Agreement, to amend the
Credit Agreement in the manner provided herein and to provide the waivers
referenced herein, Borrower represents and warrants to each Lender that the
following statements are true, correct and complete:

A. Corporate Power and Authority. Borrower and each other Credit Support
Party has all requisite corporate power and authority to enter into this
Agreement and to carry out the transactions contemplated hereby, and perform its
obligations under, the Credit Agreement as amended by this Agreement (the
"Amended Agreement").

B. Authorization of Agreements. The execution, delivery and performance of
this Agreement, and the performance of the Amended Agreement have been duly
authorized by all necessary corporate action on the part of Borrower and each
other Credit Support Party.

C. No Conflict. The execution, delivery and performance by Borrower and
each other Credit Support Party of this Agreement and the performance by
Borrower and each other Credit Support Party of the Amended Agreement do not and
will not (i) violate any provision of any law or any governmental rule or
regulation applicable to Borrower or any other Credit Support Party, the
Certificate or Articles of Incorporation or Bylaws of Borrower or any other
Credit Support Party or any order, judgment or decree of any court or other
agency of government binding on Borrower or any other Credit Support Party, (ii)
conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of Borrower or any
other Credit Support Party, (iii) other than as contemplated hereby or by the
Trivest III Guaranty result in or require the creation or imposition of any Lien
upon any of the properties or assets of Borrower or any other Credit Support
Party, or (iv) require any approval of stockholders or any approval or consent
of any Person under any Contractual Obligation of Borrower or any other Credit
Support Party other than as contemplated by the Trivest III Guaranty, which has
been obtained.

D. Governmental Consents. The execution and delivery by Borrower and each
other Credit Support Party of this Agreement and the performance by Borrower and
each other Credit Support Party of the Amended Agreement do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by, any federal, state or other governmental authority or
regulatory body.

E. Binding Obligation. This Agreement and the Amended Agreement have been
duly executed and delivered by Borrower and each other Credit Support Party and
are the legally valid and binding obligations of Borrower and each other Credit
Support Party, enforceable against Borrower and each other Credit Support Party
in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

F. Incorporation of Representations and Warranties From Credit Agreement.
The representations and warranties contained in Section 5 of the Credit
Agreement are and will be true, correct and complete in all material respects on
and as of the Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.

G. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Agreement
that would constitute an Event of Default or a Potential Event of Default.

H. 2002 Consolidated EBITDA. Attached hereto as Schedule III are the
Consolidated EBITDA amounts for each of the last three consecutive Fiscal
Quarter periods ending on the 2nd Fiscal Quarter of Fiscal Year 2002, the 3rd
Fiscal Quarter of Fiscal Year 2002 and the 4th Fiscal Quarter of Fiscal Year
2002, respectively; provided that Consolidated EBITDA may be subject to
post-closing audit adjustments in an aggregate amount not to exceed $1,000,000
for Fiscal Year 2002.

5.2 Acknowledgements and Additional Agreements

A. Borrower and each other Credit Support Party acknowledge and agree that
the terms of the Loan Documents to which each is a party are the valid and
binding obligations of Borrower and each such Credit Support Party, as
applicable, in full force and effect, enforceable in accordance with their
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency and other similar laws relating to or limiting creditors' rights
generally equitable principles and as of the date hereof are not subject to any
claims, offsets, defenses or counterclaims. Borrower and the other Credit
Support Parties further expressly acknowledge and agree that Administrative
Agent, for its benefit and the benefit of Lenders, has a valid, duly perfected
and fully enforceable security interest in and lien against the Collateral as
collateral security for the Obligations. Borrower and the other Credit Support
Parties agree that they shall not (i) dispute the validity or enforceability of
the Credit Agreement and other Loan Documents or any of their respective
obligations thereunder, or the validity, priority, enforceability or extent of
Administrative Agent's security interest in or lien against any item of
Collateral or (ii) assist or otherwise support any challenge to, or contest of,
the validity or enforceability of any Loan Document or the validity, priority,
enforceability or extent of Administrative Agent's security interest in or lien
against any item of Collateral by a third party with respect to any Prior Event
(as defined below).

B. During Fiscal Year 2003, Borrower and the other Credit Support Parties
agree to deliver to Administrative Agent prompt notice by facsimile of any
notice (whether oral or written), including any notice of default, or legal
process relating to any Subordinated Indebtedness from or on behalf of a holder
of or representative of (including, without limitation, a trustee) any
Subordinated Indebtedness on which Borrower or any other Credit Support Party is
obligated, together with a copy of any such written notice or legal process
received by Borrower or any other Credit Support Party. During Fiscal Year 2003,
Borrower and the other Credit Support Parties further agree to deliver to
Administrative Agent prompt notice by facsimile of any notice (whether oral or
written), or legal process relating to any Subordinated Indebtedness originated
by Borrower or any other Credit Support Party to a holder of or representative
of (including, without limitation, a trustee) any Subordinated Indebtedness on
which Borrower or any other Credit Support Party is obligated, together with a
copy of any such written notice or legal process sent by Borrower or such other
Credit Support Party.

Section 6. ACKNOWLEDGEMENT AND CONSENT

Borrower is a party to certain Collateral Documents pursuant to which
Borrower has created Liens in favor of Administrative Agent on certain
Collateral to secure the Obligations. Each of Holdings and each Subsidiary of
Borrower is a party to certain Guaranties and Collateral Documents pursuant to
which such Person has (i) guarantied the Obligations and (ii) created Liens in
favor of Administrative Agent on certain Collateral to secure the obligations of
such Person under its applicable Guaranty. Borrower, Holdings and each
Subsidiary of Borrower are collectively referred to herein as the "Credit
Support Parties", and the Guaranties and Collateral Documents referred to above
are collectively referred to herein as the "Credit Support Documents".

Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Agreement and consents to
the amendment of the Credit Agreement effected pursuant to this Agreement. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all "Obligations," "Guarantied
Obligations" and "Secured Obligations," as the case may be (in each case as such
terms are defined in the applicable Credit Support Document), including without
limitation the payment and performance of all such "Obligations," "Guarantied
Obligations" or "Secured Obligations," as the case may be, in respect of the
Obligations of Borrower now or hereafter existing under or in respect of the
Amended Agreement and the Notes defined therein.

Each Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Agreement. Each Credit Support Party represents and
warrants that all representations and warranties contained in the Agreement and
the Credit Support Documents to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the Effective Date to
the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.

Each Credit Support Party (other than Borrower) acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Agreement, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Agreement and (ii) nothing in the Credit
Agreement, this Agreement or any other Loan Document shall be deemed to require
the consent of such Credit Support Party to any future amendments to the Credit
Agreement.

Section 7. PAYMENTS UNDER TRIVEST GUARANTY

Notwithstanding anything to the contrary contained in the Credit Agreement,
all payments received in connection with the Trivest III Guaranty shall be
applied in accordance with the terms of Section 13 of the Trivest III Guaranty.

Section 8. MISCELLANEOUS

A. Reference to and Effect on the Credit Agreement and the Other Loan
Documents.

(i) On and after the Effective Date, each reference in the Credit Agreement
to "this Agreement", "hereunder", "hereof", "herein" or words of like import
referring to the Credit Agreement, and each reference in the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement.

(ii) Except as specifically amended by this Agreement, the Credit Agreement
and the other Loan Documents shall remain in full force and effect and are
hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Agreement shall not,
except as expressly provided herein, constitute a waiver of any provision of, or
operate as a waiver of any right, power or remedy of Administrative Agent or any
Lender under, the Credit Agreement or any of the other Loan Documents.

B. Headings. Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

C. Applicable Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

D. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

E. Release. Each Borrower and each other Credit Support Party on behalf of
themselves and any Person claiming by, through, or under any Borrower and any
other Credit Support Party, and each Subsidiary of Borrower and each other
Credit Support Party (if any), on behalf of themselves and Persons claiming by,
through, or under such Subsidiary, respectively, acknowledges that they have no
claim, counterclaim, setoff, action or cause of action of any kind or nature
whatsoever ("Claims") against all or any of the Administrative Agent the Lenders
or any of the Administrative Agent's or the Lenders' directors, officers,
employees, agents, attorneys, financial advisors, legal representatives,
successors and assigns (the Administrative Agent, the Lenders and their
directors, officers, employees, agents, attorneys, financial advisors, legal
representatives, successors and assigns are jointly and severally referred to as
the "Lender Group"), that directly or indirectly arise out of or are based upon
or in any manner connected with any "Prior Event" (as defined below), and each
Borrower and each other Credit Support Party and each Subsidiary of the Borrower
or the other Credit Support Parties hereby release the Lender Group from any
liability whatsoever should any Claims nonetheless exist. As used herein the
term "Prior Event" means any transaction, event, circumstances, action, failure
to act or occurrence of any sort or type, whether known or unknown, which
occurred, existed or was taken prior to the execution of this Agreement and
occurred, existed or was taken in accordance with, pursuant to or by virtue of
any terms of this Agreement, the transactions referred to herein, the Credit
Agreement and any Loan Document or oral or written agreement relating to any of
the foregoing, including without limitation any approval or acceptance given or
denied.

F. Waiver of Civil Code ss. 1542. To the extent that the foregoing release
in subsection 7F of this Agreement is a release as to which Section 1542 of the
California Civil Code or similar provisions of other applicable law applies, it
is the intention of Borrower and the other Credit Support Parties that such
release shall be effective as a bar to any and all causes of action of
whatsoever character, nature in kind, known or unknown, suspected or
unsuspected, herein and above specified to be so barred. In furtherance of this
intention, Borrower and the other Credit Support Parties hereby expressly waive
any and all rights and benefits conferred upon them by the provisions of Section
1542 of the California Civil Code or similar provisions of other applicable law,
and acknowledge that Section 1542 of the California Civil Code provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

BROWN JORDAN INTERNATIONAL, INC
(f/k/a WinsLoew Furniture, Inc.)

By:
----------------------------------------
Title: Executive Vice President/CFO

WLFI HOLDINGS, INC. (for purposes of Sections 3,
5.2, 8E and 8F only)

By:
----------------------------------------
Title: Executive Vice President/CFO

Each of the entities listed on Schedule A
annexed hereto, as a Credit Support Party

By:
----------------------------------------

On behalf of each of the entities listed on
Schedule A annexed hereto
Title: Vice President/CFO
-------------------------------------

CANADIAN IMPERIAL BANK OF COMMERCE, Individually
and as Administrative Agent

By:
----------------------------------------
Title:
-------------------------------------

CIBC Inc., as a Lender

By:
----------------------------------------
Title:
-------------------------------------

__________________________, as a Lender

By:
----------------------------------------
Title:
-------------------------------------

SCHEDULE A

CREDIT SUPPORT PARTIES

Loewenstein, Inc.

Winston Furniture Company of Alabama, Inc.

Texacraft, Inc.

Tropic Craft, Inc.

Winston Properties, Inc.

Pompeii Furniture Co., Inc.

Wabash Valley Manufacturing, Inc.

Charter Furniture Corporation

Lodging by Liberty, Inc. (f/k/a Lodging by Loewenstein, Inc.)

Southern Wood Products, Inc.

The Woodsmiths Company

BJCLW Holdings, Inc. (f/k/a Brown Jordan International, Inc.)

Brown Jordan Company

Casual Living Worldwide, Inc.

BJ Mexico IV, Inc.

BJ Mexico V, Inc.

BJIP, Inc.

BJI Employee Services, Inc.

SCHEDULE I

FINANCIAL COVENANTS

A. Maximum Consolidated Total Leverage Ratio

- ------------------------------------- ---------------------------
Period Maximum Consolidated
Total Leverage Ratio
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
1st Fiscal Quarter, Fiscal Year 2003 7.88:1.00
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
2nd Fiscal Quarter, Fiscal Year 2003 7.37:1.00
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
3rd Fiscal Quarter, Fiscal Year 2003 6.63:1.00
- ------------------------------------- -------------------------
- ------------------------------------- -------------------------
4th Fiscal Quarter, Fiscal Year 2003 5.68:1.00
- ------------------------------------- -------------------------

B. Maximum Consolidated Senior Leverage Ratio

- ------------------------------------ -----------------------
Period Maximum Consolidated
Senior Leverage Ratio

- ------------------------------------ ----------------------
- ------------------------------------ ----------------------
1st Fiscal Quarter, Fiscal Year 2003 4.83:1.00
- ------------------------------------ ----------------------
- ------------------------------------ ----------------------
2nd Fiscal Quarter, Fiscal Year 2003 4.49:1.00
- ------------------------------------ ----------------------
- ------------------------------------ ----------------------
3rd Fiscal Quarter, Fiscal Year 2003 4.01:1.00
- ------------------------------------ ----------------------
- ------------------------------------ ----------------------
4th Fiscal Quarter, Fiscal Year 2003 3.42:1.00
- ------------------------------------ ----------------------

C. Minimum Interest Coverage Ratio

- ------------------------------------ ----------------------------
Period Minimum Interest Coverage Ratio
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
1st Fiscal Quarter, Fiscal Year 2003 1.12:1.00
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
2nd Fiscal Quarter, Fiscal Year 2003 1.19:1.00
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
3rd Fiscal Quarter, Fiscal Year 2003 1.32:1.00
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
4th Fiscal Quarter, Fiscal Year 2003 1.50:1.00
- ------------------------------------ ----------------------------

D. Minimum Fixed Charge Coverage Ratio

- ------------------------------------ -----------------------------
Period Minimum Fixed Charge
Coverage Ratio

- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
1st Fiscal Quarter, Fiscal Year 2003 0.82:1.00
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
2nd Fiscal Quarter, Fiscal Year 2003 0.90:1.00
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
3rd Fiscal Quarter, Fiscal Year 2003 0.97:1.00
- ------------------------------------ ----------------------------
- ------------------------------------ ----------------------------
4th Fiscal Quarter, Fiscal Year 2003 1.00:1.00
- ------------------------------------ ----------------------------

SCHEDULE II

DEFAULT ACTIONS

1. Failure to deliver financial information for the month of January in
Fiscal Year 2003.

2. Failure to deliver an Officer's Certificate in connection with the
failure to make the February 15, 2003 interest payment on the Senior
Subordinated Notes.

3. Failure to deliver copies of each Schedule B (Actuarial Information) to
the annual reports (Form 5500 Series) filed by Borrower or any of its
Subsidiaries or any of their respective ERISA Affiliates with the
Internal Revenue Service with respect to each Pension Plan.

4. Failure to deliver a report by the end of Fiscal Year 2001 and the end
of Fiscal Year 2002 showing all material insurance coverage maintained
by Borrower and its Subsidiaries required to be maintained pursuant to
the Credit Agreement and showing insurance coverage intended to be in
effect for the following Fiscal Year.

5. Failure to provide notice of (i) the amendment of the articles of
incorporation and/or by-laws of Borrower and Holdings increasing the
number of directors at each corporation, (ii) the new directors of
Borrower and Holdings and (iii) the changes to the executive officers
of Borrower.

6. Failure to deliver a Margin Determination Certificate in Fiscal Year
2002.

7. Failure to notify of the occurrence of a Material Adverse Effect
arising from nonpayment of interest on the Subordinated Notes.

8. Failure to notify of the creation of new Subsidiaries.

9. Failure to deliver the accountants' report for Fiscal Year 2001.

10. Failure to notify of the change of Lodging by Loewenstein, Inc.'s name
to Lodging by Liberty, Inc.

1.

SCHEDULE III

2002 CONSOLIDATED EBITDA

Second Fiscal Quarter of 2002: $13,830,000

Third Fiscal Quarter of 2002: $5,401,000

Fourth Fiscal Quarter of 2002: $9,646,000

EXHIBIT A

FORM OF TRIVEST III GUARANTY

EXHIBIT B

FORM OF GUARANTY SUBORDINATION AGREEMENT

EXHIBIT C

FORM OF NOTICE TO LENDING INSTITUTION

EXHIBIT D

FORM OF COUNSEL OPINION

EXHIBIT E

FORM OF TRIVEST III REIMBURSEMENT AGREEMENT