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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended July 31, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission File Number: 0-15240
LOWRANCE ELECTRONICS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 44-0624411
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
12000 East Skelly Drive
Tulsa, Oklahoma 74128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 437-6881
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par
value $.10 per share
--------------------
(Title of class)
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 for any amendment to
this Form 10-K. []
Aggregate Market Value of the Voting Stock Held
By Non-Affiliates on October 19, 2001 - $4,629,542
Number of Shares of Common Stock
Outstanding on October 19, 2001 - 3,768,796
DOCUMENT INCORPORATED BY REFERENCE
Proxy Statement for Annual Meeting of Stockholders to be held
December 11, 2001 - Part III
FORM 10-K
Annual Report for Fiscal Year Ended July 31, 2001
LOWRANCE ELECTRONICS, INC.
Page
----
Table of Contents
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PART I
Item 1. Business ........................................................................................... 1
Item 2. Properties ......................................................................................... 16
Item 3. Legal Proceedings .................................................................................. 17
Item 4. Submission of Matters to a Vote of Security Holders ................................................ 17
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters ................................................................................ 17
Item 6. Selected Financial Data ............................................................................ 18
Item 7a. Quantitative and Qualitative Disclosures About
Market Risk ........................................................................................ 18
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................................................ 19
Item 8. Financial Statements and Supplementary Data ........................................................ 24
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ................................................................ 24
PART III
Item 10. Directors and Executive Officers of the Registrant ................................................. 24
Item 11. Executive Compensation ............................................................................. 24
Item 12. Security Ownership of Certain Beneficial Owners
and Management ..................................................................................... 24
Item 13. Certain Relationships and Related Transactions ..................................................... 24
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K ................................................................................ 25
and F-1 to F-17
Signatures ................................................................................................... 31
LOWRANCE ELECTRONICS, INC.
Annual Report
For the Year Ended July 31, 2001
PART I
Item 1. Business
----------------
General (For this Annual Report, the term "Company" refers to Lowrance
------- Electronics, Inc., including its subsidiaries and its predecessors,
unless the context indicates otherwise.)
Founded in 1957, incorporated in 1958 and re-organized as a Delaware
corporation in 1986, the Company, today, remains the world leader in the design,
manufacture, and sales of sportfishing SONAR (also known as fish finders or
depth finders) and Global Positioning Systems (GPS/Mapping). The Company
commands almost 50% of the total worldwide annual unit sales of sportfishing
SONAR through dual-brand marketing of its "Lowrance" and "Eagle" trade names. In
support of those two brands, the Company also markets a complete line of related
accessories (transducers, temp/speed/distance sensors, mounting systems, GPS
receivers/antennas, detailed CD-ROM mapping software, SONAR/GPS computer
interfaces, and a variety of cables/connectors, etc.). The Company's SONAR
instruments are used primarily by sports fishermen to: detect underwater
structure, schools of baitfish, and individual game fish; determine bottom depth
as well as bottom composition/hardness; and display water surface temperature,
trolling speed and distance traveled readings. Fishermen and boaters also
utilize the Company's SONAR products as critical navigational and safety devices
for determining bottom depth in lakes, rivers, coastal and offshore waters. The
Company's 12-parallel channel GPS receivers offer consumers faster satellite
lock-ons and more accurate GPS navigation. The Company's new 2002 GPS products
will also be fully enabled for user-selectable reception of satellite signals
from the Federal Aviation Administration's Wide Area Augmentation System (WAAS),
which offers even greater navigational accuracy in select areas of the U.S.A.
Whether using the built-in custom background map, or the Company's exclusive
MapCreate(TM) CD-ROM detailed mapping software, or compatible Navionics(R)
digitized electronic mapping charts, fishermen and boaters can determine
precisely where they are relative to landmarks on the maps, then see exactly
what is under their boats as well. Several products offer combined
SONAR/GPS-mapping capabilities; others provide stand-alone SONAR or GPS
capabilities. Some models are gimbal-mounted in brackets; some can be
panel-mounted in a console; and others are hand-held products. The GPS
navigational receivers can be used in a variety of marine and non-marine
applications, such as fishing, boating, hunting, camping/backpacking,
RV/off-road vehicles, aviation and automobile navigation. The Company's SONAR
and GPS products are marketed primarily through wholesale distributors, dealers,
original equipment boat manufacturers (OEMs), mail-order catalogs, mass
merchants, and other retail outlets in all fifty states and in sixty-five
foreign countries.
The Company's principal U.S. corporate offices are located at 12000 East
Skelly Drive, Tulsa, Oklahoma 74128, and the main telephone number is
918.437.6881. The corporate offices encompass: Engineering, Sales and Marketing,
Order Management, Customer Service, Product Warranty and Repair, Purchasing,
Accounting, and LEI Extras, Inc. (accessory sales). Over 200 professional staff
and management personnel are employed at the Tulsa
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corporate facility. The primary U.S. Warehouse/Distribution Center is also
located in Tulsa, OK at 1541 North Garnett Road, 74116 - Phone 918.438.8790. The
Company's principal manufacturing facility, Electronica Lowrance, is located in
Ensenada, Mexico, approximately 100 miles south of San Diego, California. There
are over 600 manufacturing and production support personnel at the Ensenada
plant.
Products
--------
The Company's dual-brand product lines consist primarily of SONAR and
GPS-Mapping navigational products, along with popular accessories for both
brands and product categories.
SONAR Systems
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The components of a typical SONAR (SOund Navigation And Ranging) system
are: (1) A SONAR head unit with LCD display, keypad and internal circuitry
including a transmitter and receiver; (2) A transducer (which transmits and
receives sound waves through the water); and (3) A power source (i.e., the
12-volt marine battery already installed on most boats). The head unit is
connected by cable to the transducer which is often mounted on the transom of a
boat or banded to a trolling motor, so that when in use, the transducer is
always slightly beneath the surface and has a smooth flow of water around it.
The head unit containing the transmitter, receiver and display is normally
mounted on the console (gimbal bracket or panel mount) where it can be easily
viewed by the boat operator. Occasionally, a second SONAR head unit is mounted
on the bow near the trolling motor so the angler can observe the fish finder
clearly when fishing from the forward deck. The SONAR components work together
by first generating an electrical impulse in the transmitter, then converting
that energy into sound waves in the transducer and transmitting those ultrasonic
pulses down through the water. When the sound waves strike objects such as the
bottom, an underwater structure, a shipwreck, a school of baitfish or an
individual game fish - they rebound, creating echoes. The transducer converts
the echoes back into electrical impulses which are sent to the receiver. The
receiver processes the impulses and transmits the information to the display for
use by the boater. This sounding process repeats itself many times per second,
each time at a slightly different location (assuming the boat is moving) and
instantly and accurately paints detailed pictures of the underwater world by
combining the results of numerous soundings. The resultant SONAR images are
extremely helpful to anglers and boaters in their interpretation of suspended
targets and the bottom.
The Company's SONAR products are extremely durable, completely
waterproof and are designed to withstand harsh saltwater environments, including
the shock and vibration encountered by sport boats. Sport boats, unlike offshore
commercial boats, are usually open to direct sun and are subject to shock, rain,
salt spray and temperature extremes that constantly test the durability of a
SONAR unit. The Company's products are also designed specifically for the needs
of sport fishermen who, unlike their commercial counterparts, are sometimes more
interested in the size, depth, and location of individual game fish, depth of
thermoclines, or underwater structures, rather than the location of large
schools of fish. The Company's SONAR units are designed for and used by both
freshwater and saltwater sports fishermen and boaters. The Company's SONAR
models can typically utilize a variety of
2
transducers manufactured by the Company in different sizes, shapes, frequencies
and beam angles, to fit all types of boats and for every deep and shallow water
application. The Company's SONAR instruments are distinguished primarily by the
types of their displays. Today, the vast majority of its products utilize
graphic liquid crystal displays (LCDs), although the Company still manufactures
significant numbers of flashers and digital LCDs (other SONARs).
Graphic Liquid Crystal Display (LCD) SONAR - The Company pioneered LCD
------------------------------------------
technology with regard to LCD use in SONAR products. The Company was the first
to employ high-resolution, high-contrast Film SuperTwist LCD technology, which
has earned it a reputation for high-quality SONAR instruments with the very best
target detail and separation in the industry. By 2001, all the Company's SONAR
products had Film SuperTwist displays, from the basic $99 Eagle unit, to the
top-of-the-line Lowrance products. Also during 2001, the Company introduced
another major product breakthrough with its entire new family of LCX-15 and
LCX-16 Series big-screen, high-performance Monochrome Transflective(MT), Color
Transflective (CT), and Color Illuminated (CI), TFT (Thin Film Transistor)
Lowrance LCD products. Patterned after the legendary performance qualities of
their X-15 and X-16 paper graph ancestors, some of these new LCD products have
up to 6.38", 640 x 480 pixel screens (over 307,000 total pixels), offering much
higher levels of resolution and readability, including a 256 color display. In
addition, they offer another Lowrance "industry first": paper-free
record/playback capabilities with standard reusable, compact digital Multi-Media
Cards (MMC), available in 8MB to 64MB memory capacities. One of the new
large-screen Lowrance color LCDs, the LCX-16Ci received the prestigious "Best of
Show" Award at ICAST.
During the 4th quarter of fiscal 2001, the Company announced 4
additional new Lowrance 200 kHz SONAR LCD products for fiscal 2002 at a major
industry trade show in Las Vegas, NV: the X51, X71, X91 and LMS-240. These new
products will offer unprecedented features for their suggested retail prices
(SRP). For example, at a SRP of $199, the new entry-level X51 SONAR has a 240 x
160 pixel LCD; a FishReveal(TM) feature with 10-levels of gray to show fish
hidden in surface clutter, weed beds and other types of underwater cover; a
full-screen FasTrack(TM) flasher screen; HyperScroll(TM) to enhance the display
of fish targets at higher boat speeds; a brand new 200 kHz Skimmer(R) transducer
with an integrated water temp sensor; a sporty new case design; and 1500 watts
of peak-to-peak transmit power, producing depth capabilities to 800 feet. At an
upper-middle price point, the new LMS-240 ($579 SRP) will offer equally
impressive features: an attractive new compact case design; 3,000 watts of
peak-to-peak transmit power; depth capability to 1,000 feet; built-in temp
sensor; FishReveal(TM); HyperScroll(TM); and one input for use of reusable
digital MMC cards for recording/playback of SONAR graphs (like the big-screen,
top-of-the-line units); and a high-impact protective cover to guard the screen
and keypad when not in use.
Also during the 4th quarter of fiscal 2001, the Company announced 6 new
Eagle 200 kHz SONAR LCD products for fiscal 2002, all with new eye-catching
platinum gray cases: three new greatly enhanced entry-level sonar units in the
FishEasy(TM)2 Series (FishEasy 2, FishEasy 2T, and FishEasy 2 Portable), all
with 240 x 160 pixel screens and 1500 watts of peak-to-peak transmit power -
priced from $129 - $149; next is the TriFinder(TM)2 SONAR (with the same high
resolution LCD screen and transmit power), but producing the widest underwater
coverage yet - up to 150(Degree), when using high sensitivity settings; the
FishMark(TM)160 is
3
the new mid-priced 160 x 160 pixel SONAR with great versatility for a SRP of
$219; and finally, the FishMark(TM)240, the top-of-the-line new Eagle SONAR at a
SRP of $319, will offer a 240 x 240 pixel high-resolution LCD screen that
produces superb target detail.
In general, the Company's LCD products are easier to use, provide more
advanced capabilities, and incorporate numerous patented features. For example,
Advanced Signal Processing(ASP(TM)), constantly monitors boat speed, water
conditions and other sources of interference, and automatically adjusts all
crucial SONAR settings for the best pictures possible and the absolute best
performance for nearly all situations, whether a boat is trolling or traveling
at high speed. The Company's GRAYLINE(R) innovation clearly separates fish and
vital structure, on or near the bottom, from the true bottom and also helps
define changes in bottom hardness and composition. All of the Company's SONAR
models utilize advanced computer technology and are keyboard controlled. The LCD
models graphically display the bottom contour, fish, and other underwater
targets on an LCD and digitally display the water depth. Several models can also
display digital readings for the surface temperature of the water, boat trolling
speed and distance traveled. Most anglers agree that the current high-resolution
LCD SONAR instruments are far easier to read and interpret than flasher SONAR
models. Also, LCD SONAR units have no moving parts; therefore, they are more
durable than other SONAR types. The Company's entry-level to lower mid-range LCD
SONAR products typically feature at least 160 vertical pixel screens and 1500
watts of peak-to-peak power, producing depth capabilities to 800 feet or more.
These products are normally priced in the $99 to $200 SRP range. The mid to
upper-middle range products typically offer larger, 160 to 240 vertical pixel
LCD displays and power outputs from 1,500 to 3,000 watts peak-to-peak, with
depth capabilities from 800 to 1,000 feet. These units are typically priced in
the $220 to $450 SRP range.
The top-of-the-line, big-screen Lowrance units feature 240 to 480 vertical
pixel and 320 to 640 horizontal pixel LCDs, offer 50/200 kHz dual-frequency
selectivity, and produce up to 8,000 watts peak-to-peak power, resulting in
depth capabilities to 3,000 feet or more. These advanced models retail from $799
to $2,249, depending on whether they are packaged as SONAR-only or as combo
SONAR/GPS-mapping instruments. The Company will market a total of 15 LCD SONAR
models in fiscal 2002, including two color units, the LCX-15CI and LCX-16CI.
Other Sonar Types - The Company's other SONAR types include flasher models and
-----------------
digital models. Flashers were the first type of SONAR products designed and
manufactured by the Company in 1957. The basic display consists of a neon bulb
affixed to a spinning disk. The bulb lights when it receives a SONAR signal,
flashing next to the appropriate depth mark on a calibrated circular dial.
Digital SONAR units are marketed and used solely to determine water depth which
is depicted only by a digital depth readout displayed on an LCD. The flasher and
digital SONAR models have varying depth capabilities ranging from 300 feet for
flashers to 400 feet for digital units and range in retail price from
approximately $140 to $300.
Global Positioning System (GPS) - The U.S. Department of Defense's Global
-------------------------------
Positioning System offers worldwide navigational data for users via a
constellation of twenty-four satellites. The system provides precise global
navigation for land, water, and air applications delivering constant updates of
an individual or object's position in latitude, longitude, and altitude.
4
Additionally, GPS measures speed and direction of travel. During 2000, the
accuracy level of the non-military, commercial/consumer segment of the system
was enhanced by 10-times when the government turned-off Selective Availability
(SA). The Company's own tests, based on data recorded immediately before and
after the shutdown of SA, confirmed that position accuracy levels did improve
overnight from a maximum discrepancy area the size of a football field - down to
a maximum discrepancy area the size of a tennis court, or approximately
10-meters. Industry specialists believe that in combination with the public's
heightened awareness of the advantages offered by GPS, this improved GPS
accuracy will spark new sales of consumer GPS products over the next 5 years.
Wide Area Augmentation System (WAAS) GPS - In recent years, before the U.S.
----------------------------------------
Department of Defense ceased its application of Selective Availability (SA) to
denigrate the accuracy of GPS signals being transmitted to civilian and
commercial GPS users, the Federal Aviation Administration (FAA) began
installation of an enhancement to the GPS system primarily for avionics use in
the United States. Called WAAS, for Wide Area Augmentation System, the new
navigational data produced, improves the level of GPS accuracy to approximately
1-3 meters, including enhanced altitude readings, which are particularly
beneficial to general aviation and commercial pilots. Eventually, America's WAAS
system will be comprised of several geostationary satellites. Currently,
however, only two satellites are installed and functional, providing GPS
coverage primarily to the coastal areas of the U.S. Consequently, the system is
only effective in select areas of America. While other countries have similar
WAAS systems planned for the future, they are far from complete today; so it is
important to remember that, WAAS is not available worldwide as is the U.S.
Department of Defense (DOD) system. With an eye to the future; however, the
Company has announced that all of its new 12-parallel channel Lowrance
GPS-mapping products for fiscal 2002 will offer WAAS as well as the standard
worldwide DOD GPS system. The choice will be left completely to the user, via a
simple menu selection. The Company has also announced that it will market a
reasonably priced WAAS upgrade for its current big-screen LCX-15, LCX-16 and
GlobalMap(R) 3000 series products early in 2002.
The Company has always been a leader in the development of marine
navigational technology and related products, including GPS, and was the first
to introduce a 5-parallel channel hand-held GPS model for both the marine and
general outdoor sports markets. By fiscal 1997, the Company's GPS technology had
evolved exclusively into 12-parallel channel marine, outdoors and general
aviation receivers for even faster satellite lock-ons and greater accuracy. The
Company's popular GPS products now utilize much smaller antennas and have become
considerably more user-friendly. Added to these important advantages is the
Company's breakthrough digitized mapping. Whether users choose to rely on the
built-in, custom Lowrance background map loaded into every mapping product at no
extra cost - or if they choose to purchase the optional MapCreate(TM) GPS
Accessories Pack with detailed mapping CD-ROM software and PC computer
reader/interface cables, consumers will be able to pinpoint their locations
precisely on their GPS maps using landmark references, including surrounding
shorelines, roads and streets. With the Company's combo SONAR/GPS-mapping
models, fishermen and boaters can not only find their location on the map, but
also see exactly what is under their boats as well. During 2001, nine popular
existing Lowrance and Eagle marine and outdoor, plus two Lowrance Avionics GPS
models were marketed successfully: the Lowrance LMS-160, GlobalMap(R)1600,
LCX-15MT, LCX-15CT, LCX-16CI, GlobalMap(R)3000, GlobalMap(R)100 (hand-held), the
Eagle
5
Status(TM) and Eagle Journey(TM) (GPS instruments); and the Lowrance Avionics
AirMap(R)100 and AirMap(R)300 (aviation products).
During the 4th quarter of fiscal 2001, at ICAST in Las Vegas, NV, the
Company announced upcoming production of two new mid-sized gimbal-mount Lowrance
GPS/mapping products and one hand-held model previously introduced: the Lowrance
Marine System, LMS-240 combo SONAR/GPS; the GlobalMap(R)2400 stand-alone
GPS-mapping unit; plus delivery of the iFINDER(TM) hand-held model. The new
gimbal-mount models feature a large 5" diagonal, high-resolution, high-contrast
240 x 240 pixel Film SuperTwist LCD display, positioned in a sporty new compact
case design. The sleek new pocket-sized iFINDER(TM) can be personalized with
colorful FaceOffs(TM) cover options and will be available in four different
models initially: standard iFINDER(TM); iFINDER(TM) Plus (with exclusive
MapCreate(TM) CD-ROM mapping software); iFINDER(TM) Atlantis (with pre-loaded
16MB MMC containing detailed mapping of coastal and Great Lakes waters); and the
iFINDER(TM) Express (with pre-loaded 32MB MMC containing detailed travel maps
with a points-of-interest database). All three new Lowrance GPS-mapping models
feature a waterproof slot for insertion of a single Multi-Media Card (MMC) to
record/playback GPS trip details and download custom maps. MMCs from 8MB to 64MB
are available from computer and camera retail outlets and from the Company. With
a personal computer and Lowrance's exclusive MapCreate(TM) CD-ROM mapping
software option, user-created detailed mapping segments can be downloaded easily
to MMC cards for display on the LMS-240, the GlobalMap(R) 2400 and the
iFINDER(TM). The two gimbal-mount models are also compatible with optional
Navionics(R) electronic charts for extensive international coastal and offshore
coverage.
These new compact-sized gimbal-mount and hand-held GPS/mapping products
offer state-of-the-art technology previously not available to the sportfishing
and outdoor sports markets. From record/playback capabilities, with reusable
compact digital MMCs -- to user-selectable WAAS and worldwide DOD GPS coverage
-- and greatly increased internal flash memory that protects stored data for
decades, these bold new products have attracted much attention within the trade
and in the media.
All the new 2002 GPS products feature built-in, Lowrance custom background
maps containing enhanced mapping detail on bodies of water, shorelines and
highways in the contiguous U.S.A. plus Hawaii. The greatest detail is
concentrated on U.S. shorelines, coastal waterways, lakes and rivers. As
indicated previously, consumers will have the option to customize their GPS maps
to exacting proportions with the Company's exclusive MapCreate(TM) CD-ROM
software option and/or optional Navionics(R) software. A unique "cookie cutter"
map chooser feature lets the user maximize memory space by creating and
downloading only the desired specific detailed mapping segments. This
convenient, easy-to-use CD-ROM software has replaced all the individual mapping
cartridges required for the Company's previous mapping products. A sampling of
additional GPS features included in the Lowrance big-screen units would include:
two waterproof input ports for MMC cards; mega-memory storage for up to 1,000
waypoints, plus 1,000 event markers and up to 100 routes; 10 savable plot trails
with up to 10,000 points per trail; choice of 42 different graphic icons to mark
favorite spots; 34 different map ranges, from 0.1-to-4,000 miles, with one-touch
zoom-in/zoom-out control; internal flash memory protects stored data for up to
100 years; high-impact protective cover safeguards screen and keypad when not in
use; completely sealed and waterproof; and a full 1-year warranty on every
product.
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The Company's hand-held GPS products, the GlobalMap(R)100, the AirMap(R) 100
and the new iFINDER(TM), all feature high-resolution, Film SuperTwist LCD
displays, detailed mapping functions, easy zoom-in/zoom-out operation and
enhanced software which includes a unique "initialize from map" feature,
sunrise/sunset and lunar phase information, position averaging, and emergency
nearest waypoint feature. The AirMap(R) 100 also offers an HSI-style screen and
a detailed Jeppesen aviation database of all North and South American airports
including runway diagrams, controlled air spaces, tower and communication
frequencies, obstructions and aviation services available.
Sonar and GPS Accessories
-------------------------
The Company also markets a full line of accessories through its subsidiary, LEI
Extras, Inc. Primary accessory items consist of transducers (50kHz, 192kHz,
200kHz and 50/200kHz dual-frequency), water temperature and boat speed sensors,
cables (power, transducer, and GPS), portable power packs, ice fishing
accessories, GPS antenna/receivers, detailed mapping CD-ROM software, PC
computer reader/interface cables, power adapter cables, caps and other clothing
items, and various mounting brackets, all of which are used in conjunction with
the Company's SONAR and GPS products.
Product Sales
-------------
The following table sets forth the percentage of total sales of SONAR, GPS and
OTHER products sold by the Company in the past three fiscal years.
Percent of Total Product Sales
------------------------------------
1999 2000 2001
------ ------- ---------
SONAR: 58.2% 73.8% 74.5%
GPS: 32.7 14.4 12.2
OTHER: 9.1 11.8 13.3
------ ------- ---------
Total: 100.0% 100.0% 100.0%
====== ======= =========
Product Distribution
--------------------
The Company markets its products under two trade names, "Lowrance" and
"Eagle". Sales of Lowrance products, as a percentage of total sales were
approximately 58% in 1999, 52% in 2000, and 54% in 2001.
The Lowrance line in both SONAR and GPS, with its large selection of
interchangeable transducers and its more extensive features, is intended for the
more sophisticated user. The wide choice of transducers available with Lowrance
SONAR models allows for greater installation and operating flexibility through
selection of a transducer of the appropriate size, shape, cone angle and
frequency to meet the angler or boater's specific needs. As a result of the
Company's large investment in the development of high-performance transducer
designs, the Company now packages many of its Lowrance and Eagle SONAR units
with its patented Skimmer(R) models, a series of high-performance transducers
that are suitable for use on nearly all types of boat hulls, which will perform
well at boat speeds up to 70 mph. Lowrance customers can; however, exchange
their Skimmer(R) transducers for credit toward a different model if it better
meets their specialized requirements for installation or operation. Generally,
the boater will require special assistance with the installation and operation
of a Lowrance SONAR unit. To this end, the Company sells its Lowrance line
primarily to boat manufacturers,
7
wholesalers, and retailers the Company believes have sufficient knowledge of the
installation, use, and service of the Lowrance line and can communicate such
knowledge to customers. As of July 31, 2001, the Company had approximately 2,100
wholesalers and retailers purchasing products in the Lowrance line. A SONAR
Installation Subsidy (SIS) is offered as a means of sharing the cost of the
installation to authorized dealers that sell and install Lowrance products. The
Company is convinced that, over the past three years, the Lowrance line has been
sold primarily through dealers having the requisite level of knowledge to sell,
install, and properly instruct fishermen and boat owners as to their products'
effective use. Terms of payment for products in the Lowrance line vary, based on
the time of the season, with the longest dating terms of 120 days being offered
for shipments during the first quarter of the fiscal year.
The Eagle line is sold primarily to mass merchants, mail-order catalog
companies, retail sporting goods stores, and wholesalers that do not usually
provide technical assistance to the consumer regarding the installation and
operation of SONAR and GPS products. Recognizing that special assistance will
not be available, as to the selection of an appropriate transducer or the
operation of an Eagle SONAR or GPS, the Company pre-packages each Eagle SONAR
with a universal 20(Degree), transom-mount, Skimmer(R), 192 or 200 kHz
transducer designed to work adequately on most boats. The operation requirements
for the entry-level Eagle SONAR units have also been simplified for the less
sophisticated SONAR user. While the typical Eagle SONAR does not have the same
installation and operating flexibility as its Lowrance counterpart, it is, on
the other hand, normally less expensive to the consumer. Terms of payment for
products in the Eagle line are generally thirty days. However, dating terms
similar to those for the Lowrance line are also offered.
The Company's products are sold in all fifty states and sixty-five
countries internationally. The Company's international sales totaled $18 million
in 1999, $13 million in 2000, and $15 million in 2001, representing
approximately 20%, 18%, and 21% of total net sales, respectively. The two
largest international markets for the Company's products are Canada and
Australia, where the Company maintains its own warehouses for sales and
distribution of its products. Annual sales in any one foreign country did not
account for 10% or more of the Company's total annual sales for the latest three
fiscal years. With the addition of certain in-house marketing/advertising
capabilities in 2000 (offering greater international sales support capabilities)
-- in combination with the introduction of exciting new products with
significant international consumer appeal, the Company expects international
sales growth over the next five years.
LEI Extras, Inc., a wholly-owned subsidiary, permits Lowrance and Eagle
customers to purchase via internet, toll-free phone or mail-order, quality
Lowrance accessories that might not be carried by a dealer and would otherwise
be difficult to obtain. Because LEI Extras, Inc., is not intended to compete
directly with retail outlets that carry the Company's products, the Company does
not expect revenues from its mail-order operations to be significant.
Sales to Wal-Mart Stores, Inc., accounted for 13%, 13% and 12%,
respectively, of the Company's net sales in 1999, 2000 and 2001, respectively.
No other customer accounted for 10% or more of net sales in fiscal 1999, 2000 or
2001.
8
Inventories
-----------
The Company normally manufactures its products in anticipation of, and
not in response to, customer orders and fills orders within a short period of
time after receipt. Thus, the Company must maintain inventories of finished
goods to permit it to fill orders promptly. The Company's receipt of orders
generally peaks upon the introduction of new products and during the peak sales
months of January, February, March, and April. See "Item 7". Management's
Discussion and Analysis of Financial Condition and Results of Operations".
Advertising and Promotion
-------------------------
To support the sales of its Lowrance and Eagle products to wholesalers,
mass merchandisers, mail-order catalog companies, and others, the Company
actively promotes and advertises its products to fishermen, boat owners, and
increasingly to other outdoor enthusiasts. The high-tech nature of the Company's
products makes education of the user an important aspect of the Company's
promotional activities. Through educating and familiarizing potential buyers
with the practical benefits and use of SONAR and GPS-mapping products, the
Company endeavors to create demand for its products. The Company's internet web
sites, www.lowrance.com, www.eaglesonar.com, and www.lei-extras.com, have played
a major role in educating consumers about the Company's product lines. A special
"SONAR Tutorial" featured on the web site has been popular with potential unit
buyers.
During the third quarter of 2000, the Company's VP of Marketing formed
an internal Marketing Communications Department comprised of a core staff of
five communications specialists. The positions include a Promotional Programs
Coordinator, a Manager of Advertising & Public Relations, an Art Director, and a
Director of Marketing Communications. The department has extensive in-house
computer graphics and writing capabilities and is responsible for the creative
development of all advertisements, product catalogs, product packaging,
collateral materials including sales flyers and product spec sheets, retail
point-of-purchase displays and sales support materials. The benefits offered the
Company by this internal marketing group are numerous. For example, the Company
pays no annual advertising agency service and production fees, and also receives
the typical 15% agency commissions on Company direct media buys. The department
also provides much faster reaction times to media opportunities. In addition,
the department has met with great success in graphically laying out the
Company's product pages for several large national retail catalog sales
customers for the past two years. This action ensures consistency in the
appearance of the Company's products, as well as an overall improved "quality
look" in the various catalogs. The Marketing Department plans and executes
annual coordinated marketing communications programs that consist of: print
media advertising, TV fishing show sponsorships, national/regional/state bass,
walleye and saltwater species tournament sponsorships, Pro-Team sponsorships,
SONAR/GPS training seminars, and a concentrated public relations and promotional
strategy that results in greatly increased media exposure for the Company's
products.
Assisting in the promotional effort, the Company also utilizes its sales
force of seventeen full-time employees to promote its products worldwide.
Additionally, the Company employs four manufacturer's representative groups to
augment the sales force in various parts of the United States. The sales
personnel employed by the Company and the manufacturer's representatives have
the knowledge and time necessary to educate wholesalers, dealers, fishermen and
boat owners on the proper use of SONAR and GPS products and demonstrate the
practical benefits of these technologies. The sales personnel train wholesalers
and dealers to sell the Company's products, give demonstrations at
9
outdoor recreation and boat shows and participate in store promotions, seminars,
and related product presentations.
To supplement the sales force, the Company has a part-time independent
sales group known as the "Pro-Staff". The Pro-Staff consists of over two hundred
fishing professionals, tournament fishermen, serious outdoors enthusiasts and
pilots trained and equipped by the Company to promote the Company's products at
fishing tournaments, store promotions, club talks, seminars, and at tackle,
boat, hunting and aviation shows.
As referenced earlier, the Company advertises its products in magazines,
newspapers, and on television. Within such advertising expenditures are separate
advertising programs designed specifically for the Lowrance and Eagle trade
names.
Public relations activities include a variety of press releases covering
new products and feature stories highlighting use of SONAR and GPS-Mapping
navigational products; press trips, where products are demonstrated to members
of the outdoor media; distribution of product photo imagery and other technical
support for writers and broadcasters to include sample products for on-the-water
tests.
In addition to advertising expenses and public relations activities, the
Company incurs promotional expenses which include sponsorship of fishing
tournaments, store promotions and contributions to environmental groups. The
Company, through its Eagle trade name, has been an Affiliate Sponsor of the
successful Wal-Mart FLW Tournament Trail since 1998 and will continue this
sponsorship through fiscal 2004. The Wal-Mart FLW tour offers the world's
largest cash prize for bass tournaments, including a $1,000,000 purse. The
Wal-Mart FLW tour is sponsored by Genmar Holdings, which also owns numerous boat
manufacturers including Ranger, Lund, Crestliner and Carver Yachts, to whom the
Company sells OEM SONAR products. During the 4th quarter of fiscal 2001, the
Lowrance trade name was announced as the new official and exclusive SONAR/GPS
sponsor for the BassMasters Tournament Trail, the oldest and largest
professional bass circuit in America. This highly promoted and successful
tournament series is owned by ESPN Television and is backed locally, regionally
and nationally by the Bass Anglers Sportsman Society (B.A.S.S.), which has a
membership of well over 500,000 anglers in the U.S. Therefore, between its two
trade names, the Company now controls the SONAR/GPS sponsorships of the two
largest and most successful tournament trails in the world. Dealer and
distributor support includes the availability of point-of-purchase displays,
posters, videos, and product simulators to assist in displaying the Company's
products.
Competition
-----------
SONAR and SONAR/GPS Combination Units -
-------------------------------------
The Company encounters competition from a number of domestic and foreign
manufacturers. More than 300 brands of SONAR have been offered to the consumer
since the Company's formation in 1957. Presently, there are more than
twenty-five competitors worldwide. Historically, the SONAR market, as it relates
to SONAR products marketed primarily to sports fishermen and recreational boat
owners, has been dominated by the Company and Techsonic Industries, Inc. The
Company believes its total market share (Eagle and Lowrance brands combined) is
approximately 50%.
Competition in the sports fishing and recreational boating market for
the Company's products is based upon a number of factors including quality,
technological development, performance, service and price. The primary basis for
competition is technological innovation and price. In order to maintain its
competitive position, the Company must continually enhance and improve its
10
products and anticipate rapid, major technological innovations and changes
within the industry. Further, the Company is convinced that the SONAR market
in the United States and Canada is mature. Accordingly, the Company's primary
opportunity for sales growth in these markets is to take market share from its
competitors. The Company continues to identify and pursue significant new market
opportunities for its SONAR and GPS-mapping products internationally.
Hand-held GPS/Mapping Units -
---------------------------
The hand-held GPS-mapping market has expanded rapidly over the past
several years. Target markets for these products include, but are not limited
to, boating, sportfishing, hunting, hiking, RV and off-road vehicles, business
travelers and aviation. Long term growth in the Company's GPS market share will
require continued development of advanced GPS technologies that can be quickly
brought to market at competitive prices with sales bolstered by aggressive
advertising and promotional programs. The Company's exciting new iFINDER(TM)
models for fiscal 2002 are expected to provide significant new opportunities for
increased sales of hand-held GPS-mapping products.
Two competing GPS companies, (Garmin(R) International, Inc. and the
Magellan(TM) product line of Thales Navigation)currently dominate this market
and the Company believes these two competitors, combined, continue to control in
excess of 65% of the hand-held GPS market. The primary reason for their success
is that both companies have introduced and marketed several products retailing
for under $200 and were some of the first to market hand-held GPS products to
the outdoor recreational market. Both companies offer a full range of higher
priced products with more features than their lower priced models, and one
includes products specifically aimed at the avionics market. The Company
believes the competitive marketing strategies of these two companies continue to
negatively impact sales of its products in fiscal 2001, especially in
international markets.
Currently, the Company offers three Lowrance hand-held GPS/mapping
products, which retail at suggested prices between $199 and $599. Two of the
Lowrance hand-helds in 2001 were popular existing products carried over from
previous years: the GlobalMap(R) 100 and the AirMap(R) 100. During the 2nd
quarter of fiscal 2002, the Company will add distribution of its previously
announced, sleekly designed, personal hand-held GPS, the iFINDER(TM). Its large
160 x 120 pixel, Film SuperTwist display produces stunning map detail and superb
screen contrast and resolution. Its unique pocket-sized case will easily slip
into any shirt pocket. Along with its optional FaceOFFS(TM) (changeable
faceplates in five striking colors), the iFINDER(TM) with its four different
initial model offerings (detailed previously) ranging in retail price-points
from $219 to $429, will offer an impressive list of GPS-mapping features:
built-in custom Lowrance background map; capable of using the MapCreate(TM)
CD-ROM detailed mapping software option; instantly-expandable memory with a slot
for one Multi-Media Card (MMC) available in 8MB to 64MB memory capacities for
downloading custom mapping; storage of up to 500 waypoints and 1,000 event
markers; three savable plot trails with up to 3,000 points per trail, and stores
up to 99 routes; choice of 28 different graphic icons to mark favorite spots; 32
different map ranges from 0.1-to-2,000 miles; operates on two AA batteries;
10-year internal back-up memory to keep GPS data safely stored and accessible;
backlighted screen; searchable points-of-interest database; and a waterproof
carrying case. All of the Company's GPS products feature 12 parallel-channel
receivers for faster satellite lock-ons and more accurate GPS navigation. The
new iFINDER(TM) will also be WAAS enabled for even greater accuracy.
11
The Company's line of hand-held GPS products has helped the Company
expand its presence in multiple non-marine retail markets and outlets. These
products, combined with an extensive advertising and promotional campaign three
years ago, significantly increased consumer awareness and recognition of the
Eagle and Lowrance brand names in historically non-traditional markets.
Currently, the Company enjoys distribution through several outdoor recreational
outlets who serve hikers, campers, skiers, climbers and other outdoor
enthusiasts.
The Company attempts to differentiate its SONAR and GPS products through
quality, technological development, performance, price, and service. The Company
believes its products do offer competitive advantages due to quality,
technological advancement and the wide range of features. These advantages
result from the Company's long history of product innovation, such as Advanced
Signal Processing (ASP(TM)), fully waterproof SONAR and SONAR/GPS combination
units, GRAYLINE(R), interchangeable high-performance transducers and
dual-frequency capability and innovative products and features such as the
Broadview(TM) 3-beam transducer with super-wide 150(Degree) underwater coverage
(TriFinder(TM) 2), split-screen SONAR/GPS-mapping navigational displays,
exclusive MapCreate(TM) CD-ROM detailed GPS-mapping software, programmable
"windows", super high-resolution color and monochrome LCD displays with up to
480 vertical pixels, and the highest sportfishing SONAR transmit power of 8,000
watts peak-to-peak producing depth capabilities to 3,000 feet and more.
The Company has been an industry leader in offering advanced, high-
performance products at acceptable price points. Further, the Company believes
that its excellent service programs, designed to respond rapidly to customer
needs, are the most comprehensive such services available to the consumer.
Product Research and Development
--------------------------------
The Company's successful operations and strong competitive position are
dependent to a great extent upon its ability to anticipate and react to the
technological innovations inherent within its industry. The Company has been
engaged in the development of new SONAR products and the refinement of its
existing SONAR models since its formation in 1957. See "Patents and Trademarks"
below. In 1957, the Company invented and marketed the first portable SONAR,
capable of locating individual fish and their depths, as well as the bottom
depth. Among other significant SONAR advancements, the Company developed and
patented an effective interference suppression system and designed the first
interchangeable high-speed transducers which permit operation of SONAR at boat
speeds up to 70 mph. The Company also introduced, in 1979, the first
computer-controlled SONAR with microprocessor chip and software allowing
high-speed boating with accurate depth readings and no false signals. In 1987,
the Company introduced the industry's first high-resolution, "Film SuperTwist"
liquid crystal displays with enhanced visibility. In 1989, the Company
introduced the first fully waterproof SONAR/navigation combination units
featuring Loran-C circuitry and software contained solely in the antenna/coupler
module. Advanced Signal Processing (ASP(TM)), a breakthrough in automatic SONAR
control developed in 1990, constantly evaluates the effects of varying water
conditions, boat speeds, and interference sources, adjusting the Sonar's
critical settings for optimum performance. Based on the Company's belief that
the United States Department
12
of Defense's GPS would be the preferred method of navigation in the future (once
it became affordable), the Company introduced six marine GPS products in 1992,
most at breakthrough price points. The SupraPro(R) ID, a new SONAR model
introduced in 1994, retailed for under $100 and provided users with four times
the resolution of its nearest competitive model. Another new 1994 model, the
GlobalMap(R)1000, represented the first fully waterproof mapping unit with a
built-in mapping database and the capability of using highly-popular detailed
mapping cartridges. The AccuNav(R) Sport hand-held GPS product, which retailed
for under $400, revolutionized the GPS market in 1994 by offering users all the
highly-detailed navigation plotting features previously available only on larger
and more costly gimbal-mounted GPS products, yet at less than half the price. In
1995, the Company introduced its latest generation of "3D" SONAR products, the
ULTRA(R)III 3D and the X-70A 3D, which provided expansive underwater coverage
and innovative "three dimensional" images of bottom contours in addition to
traditional detailed "2D" views. Six new 1995 products utilized the Company's
new Broadview(TM) technology. By purchasing a "Broadview" accessory transducer
(which could be installed on the transom or on a trolling motor), users could
expand their SONAR coverage, to search out -- left or right -- to detect fish
and bottom structure, down and outward from their boats. In 1996, the Company
introduced and delivered its first hand-held GPS-mapping products. In fiscal
1997, the Company introduced two new SONAR products with enhanced display screen
resolution and newly designed cases, as well as enhanced operating software in
several of its SONAR and GPS products. Additionally, the Company delivered four
new hand-held GPS products, each utilizing advanced 12-parallel channel receiver
technology and three of which offered the exclusive capability of allowing the
user to download detailed customized maps from a CD-ROM into the unit's memory.
Two new gimbal-mount products, one a GPS-mapping-only product and the other a
GPS-mapping/SONAR combo model, also offered this unique CD-ROM capability and
began shipping during the fourth quarter of fiscal 1998. In fiscal 1999, the new
products introduced by the Company at the end of 1998 were continued, as R&D
turned its full attention to exciting new breakthrough technology slated for
introduction late in fiscal 2000. At Chicago's ICAST 2000 trade/consumer show in
July, 2000, the Company debuted its stunning new lineup of four Lowrance
big-screen, high-performance, gimbal-mount, color and monochrome transflective
and color TFT liquid crystal SONAR and GPS-mapping products. The LCX-15MT and
LCX-15CT were SONAR units that were fully GPS-mapping capable, with the simple
addition of an optional MapCreate(TM) GPS Accessories Pack. The LCX-16Ci was a
full SONAR/GPS-mapping combo right out of the box. The GlobalMap(R)3000MT was a
stand-alone, 12-parallel channel GPS/mapping-only unit and the iFINDER(TM) was a
sleek, new hand-held personal GPS-mapping unit. The LCX-16Ci was presented the
highest honor, the "Best of Show" Award for product innovation at ICAST 2000.
Seven new Eagle SONAR and GPS-mapping products were also introduced at ICAST
2000, including the FishEasy(TM) Series, TriFinder 3Beam(TM), Accura(R) 240,
Status(TM) and Journey(TM). Then, in the 4th quarter of fiscal 2001, the Company
announced the completion of a full line of new compact SONAR/GPS-mapping
products for 2002, to be added to the top-of-the-line, big-screen models
introduced in 2000. At ICAST 2001, the new X51, X71, X91, LMS-240 and
GlobalMap(R)2400 models were announced to the trade and the media, along with
the new Eagle FishEasy(TM)2 Series, TriFinder(TM)2, FishMark(TM)160 and
FishMark(TM)240 SONAR units. These fantastic new breakthrough products truly
move the Company "fast-forward" past the competition. For example, the
entry-level X51 (at $199 SRP) and the FishEasy(TM)2 (at $129 SRP) SONAR products
will have 240 vertical pixel displays, 1500 watts of peak-to-peak transmit power
producing depth penetration to 800 feet, a new FishReveal(TM) feature with
10-levels
13
of gray that reveals fish hidden in surface clutter, weeds or other types of
cover, and a HyperScroll(TM) feature that enhances the display of fish targets
at high boat speeds. Two of the new compact, mid-sized Lowrance products, the
LMS-240 and the GlobalMap 2400, utilize Multi-Media Card (MMC) technology for
downloading detailed map segments from CD-ROM. All of the new Lowrance models
come with built-in water surface temp sensors and most are packed with a
high-impact protective cover.
Research and development expenditures for the Company were $2,226,000 in
fiscal 1999, $2,900,000 in fiscal 2000, and $3,083,000 in fiscal 2001. The
Company plans additional development of its LCD SONAR to increase performance
and versatility, and is conducting research and development into other potential
marine electronic products utilizing technology with which the Company is
familiar. Also, the Company intends to develop additional GPS-mapping products
for use in marine and non-marine applications. To augment its continued
investment in product research and development, the Company utilizes several
manufacturing and design technologies: Surface Mount Technology (SMT) production
equipment, Computer Aided Design (CAD) systems, Application Specific Integrated
Circuits (ASICS), Tape Automated Bonding (TAB), Tab-On-Glass (TOG),
Components-On-Glass (COG) and Liquid Crystal Display (LCD) assembly. These
advanced technologies, which were essential to the development of the Company's
new SONAR and GPS products, have allowed the Company to reduce its material and
manufacturing costs and to provide even greater product performance.
Manufacturing and Suppliers
---------------------------
Through fiscal 1993, the Company manufactured substantially all of its
products at its plant in Tulsa, Oklahoma. In fiscal 1994, the Company began
manufacturing most of its high volume transducer and cable assemblies in a
25,000 square foot leased manufacturing facility in Ensenada, Mexico, with the
finished assemblies shipped to Tulsa for final inspection, packaging, and
shipping. During fiscal 1997, the Company expanded its production operation in
Mexico by consolidating its existing manufacturing operations in Ensenada,
Mexico into a newly constructed 108,000 square foot leased facility. Currently,
the Company utilizes 86,000 square feet for manufacturing, including a 42,000
square foot clean room within the 108,000 square feet presently occupied by the
Company. In the expanded Mexico facility, the Company manufactures its
transducer and cable assemblies as well as assembling most of the liquid crystal
displays used in its products. Additionally, the Company performs final
assembly, final testing and packing operations on all of its products in the
Mexico facility. The transfer of the final assembly and liquid crystal display
assembly operations from the Company's Tulsa facility began in August 1996 and
was completed in July 1997. The Company moved its circuit board assembly and
testing operations to its Mexico facility in fiscal 2000, thereby eliminating
all manufacturing operations in its facility in Tulsa. The manufacturing process
primarily involves the assembly of component parts purchased from suppliers.
Quality control and functional testing, including component testing,
sub-assembly testing, and final testing of finished products are an integral
part of the Company's manufacturing process. The Company's manufacturing
facilities are sufficient to allow increased production without substantial
future capital investments.
Certain component parts of the Company's products are technologically
advanced and/or specifically designed for the Company's use and thus are
14
presently available only through single-source suppliers, some of which are
located in foreign countries. Certain other component parts are available from a
number of suppliers, but the Company largely relies on single-source suppliers
for these parts. Purchasing from a single source in these instances allows the
Company to have more consistent quality in the component parts and to receive
quantity discounts and permits the Company to establish long-standing
relationships with its suppliers. The Company believes long-standing
relationships lead to better performance with suppliers by shortening delivery
time, improving quality and fostering a better understanding of and adaptation
to the nature of the Company's needs and the suppliers' capabilities.
With respect to plastic component parts, such as housings for SONAR
units, the Company, because of the expense, generally maintains only one mold
for each plastic part. Although typically the Company owns each mold and could
move it to another supplier, the Company is limited to one concurrent supplier.
The Company has never experienced a substantial interruption in product
distribution due to unavailability of or delay in receiving component parts,
resulting in the loss of any material amount of sales. However, if for any
reason (such as a protracted strike, war, fire, explosion, or wind damage
affecting production at the supplier's manufacturing plant, changes in import
restrictions, a damaged or destroyed mold or a supplier being unable to obtain
certain raw materials necessary to produce component parts), certain critical
component parts were to become unavailable or the shipment of such parts were to
be substantially delayed, such unavailability or delay could materially and
adversely affect the Company's ability to produce its products on a timely basis
until an alternative source of supply or a replacement mold could be made
available. This could adversely affect the Company's results of operations. The
use of alternate components may, in some cases, require the Company to redesign
other components or its sub-assemblies and the Company could experience
manufacturing delays. The extent of the impact upon the Company's sales and
earnings would depend upon the products affected and the time of year of the
interruption. To protect against interruptions and loss of sales, the Company
maintains a limited amount of safety inventory of component parts and some
insurance coverage against loss of supply. The Company limits the amount of
safety stock to avoid the cost of carrying raw material inventory and problems
associated with obsolescence. To further protect against interruptions, the
Company is selective of its suppliers and, with limited exceptions, relies upon
those who are substantial in size, strong financially, and offer proven track
records and experience.
Product Warranty and Support Services
-------------------------------------
Substantially all of the Company's products are sold with a full
one-year warranty. The Company emphasizes service after the sale in connection
with its products by providing a prepaid, pre-addressed shipping label packed
with each unit for use by the consumer located in the United States electing to
return the unit to the Company for warranty or non-warranty repairs. Warranty
and non-warranty repairs are available from the Company's plant in Tulsa,
Oklahoma, and from dealers and distributors in sixty-five foreign countries.
15
Patents and Trademarks
----------------------
Since 1970, the Company has obtained thirty-nine patents expiring at
various dates from 1987 through 2017. Since 1970, thirteen design patents have
also been issued. See "Product Research and Development" above. All of the
Company's patents have been assigned to secure the Company's revolving credit
line. The Company does not expect that the expiration of patents will have an
adverse impact on the Company's operations.
Notwithstanding the number of patents it has obtained, the Company
believes that its technical and proprietary expertise and continuation of
technological advances are more important factors to the protection of its
ongoing proprietary interests and markets than its patents. However, the Company
will, under certain limited circumstances, continue to file patent applications
to ensure its products remain protected from attack by competitors.
The Company has registered forty-four trademarks with the United States
Patent Office including the trademark, "Lowrance" and the trademark "Eagle",
with an accompanying logo and has filed additional trademark applications. The
Company has also registered forty-five trademarks in seventeen foreign
countries.
Employees
---------
As of July 31, 2001, the Company employed 849 persons on a full-time
basis of whom approximately 696 were involved in manufacturing, quality and
materials. Of the 696 full time employees involved in manufacturing and
materials, 82 employees are located in the Company's headquarters in Tulsa and
614 are located in the Company's leased manufacturing facility in Ensenada,
Mexico. The remaining 153 employees were engaged in research and development,
sales and marketing and administration. Additionally, the Company retains, on a
part-time basis, over 200 independent contractors, or "Pro-Staff", that assist
in promoting its products.
The Company has never experienced a work stoppage and none of its
employees are represented by a union. Management considers its employee
relations to be excellent.
Item 2. Properties
------- ----------
The Company has maintained its corporate offices at 12000 East Skelly
Drive, Tulsa, Oklahoma, since 1970. The Company's facility includes a 116,000
square foot building and approximately 23 acres of land.
The Company leases a 108,000 square foot manufacturing facility in
Ensenada, Mexico. The Company presently is using approximately 86,000 square
feet for manufacturing, including a 42,000 square foot clean room.
The Company also leases a 79,000 square foot facility for warehousing
and shipping in Tulsa, Oklahoma and 2,500 square feet and 3,500 square feet of
warehousing, shipping and office space in Australia and Canada, respectively.
16
The Company believes that its facilities and equipment are well suited
to its needs and are properly maintained. The Company's current manufacturing
facilities are sufficient to allow for increased production without significant
capital investment. The facilities and equipment are believed to be operating in
substantial compliance with all current regulations. All the facilities and
equipment are, in the opinion of the Company, adequately insured.
Item 3. Legal Proceedings
------- -----------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
------- ---------------------------------------------------------------------
As of October 18, 2001, the Company had more than 400 actual holders of
its Common Stock. The Company has not paid cash dividends for over twenty years.
The Company's revolving credit line prohibits the payment of dividends without
the prior written consent of the lender. The Company anticipates that for the
foreseeable future its earnings will be retained for use in its business and no
cash dividends will be paid on the Common Stock. Declaration of dividends in the
future will remain within the discretion of the Company's Board of Directors and
will depend upon the Company's growth, profitability, financial condition, and
other relevant factors.
The Company's Common Stock is traded in the over-the-counter market and
is listed with the NASDAQ National Market System under the NASDAQ symbol of
"LEIX". The table below reflects the high and low trade prices for each of the
Company's fiscal quarters for the latest two fiscal years. The trade prices
reflect inter-dealer prices, without retail mark up, mark down, or commission
and do not necessarily represent actual transactions.
2000 2001
------------ ------------
High Low High Low
$ $ $ $
------------ ------------
1st Quarter 7.25 6.00 4.88 3.28
2nd Quarter 6.84 4.50 8.25 2.25
3rd Quarter 6.69 3.88 8.31 5.00
4th Quarter 5.81 3.50 7.10 2.50
17
Item 6. Selected Financial Data
------- -----------------------
The selected financial information shown below has been extracted from
the consolidated financial statements included elsewhere in this report and from
other financial information of the Company not appearing herein. The balance
sheet information is presented as of the end of the fiscal years shown. The
information set forth below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and related notes included elsewhere
herein.
Years Ended July 31,
-------------------------------------------------------------------
1997 1998 1999 2000 2001
--------- --------- --------- --------- ---------
(in thousands, except per share amounts)
Operating and Per Share Data
Operating Data:
Net sales $ 104,659 $ 91,706 $ 89,753 $ 73,209 $ 73,419
Gross profit 26,881 25,645 30,047 27,899 26,335
Percent of sales 25.7% 28.0% 33.5% 38.1% 35.9%
Operating income (loss) (5,250) 519 5,033 3,549 2,103
Percent of sales (5.0%) 0.6% 5.6% 4.8% 2.9%
Income(loss) before taxes (7,877) (3,166) 2,109 1,523 99
Percent of sales (7.5%) (3.5%) 2.3% 2.1% 0.1%
Net income (loss) (5,190) (3,995) 2,109 2,473 37
Percent of sales (5.0%) (4.4%) 2.3% 3.4% 0.1%
Per Share Data
Net income (loss)
Basic $ (1.55) $ (1.11) $ .56 $ .66 $ 0.01
Diluted (1.55) (1.11) .56 .66 0.01
Cash dividends per
common share - - - - -
Balance Sheet Data:
Working capital $ 17,798 $ 19,633 $ 17,630 $ 11,030 $ 16,614
Total assets 61,366 52,247 35,994 29,221 37,626
Long term debt, less
current maturities 21,176 23,038 17,103 8,573 14,418
Stockholders' equity 9,952 7,172 9,494 11,955 11,877
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
-------- ----------------------------------------------------------
See related discussions in Item 7.
18
Item 7. Management's Discussion and Analysis of Financial Condition and Results
------- -----------------------------------------------------------------------
of Operations
-------------
Results of Operations
---------------------
Net Sales and Gross Profit
--------------------------
Net sales of non-original equipment SONAR and combination SONAR/GPS navigation
units for fiscal 2001 increased 8.0% from fiscal 2000 despite a 2.6% decrease in
unit sales. The dollar increase is due primarily to the release of the Company's
new LCX series of premium priced Lowrance products during the five month period
from December to April. The unit decrease is due primarily to the general
economic downturn combined with an unusually long winter. Gross profit on
non-original equipment SONAR and combination SONAR/GPS navigation units
increased 15.3% compared to fiscal 2000.
Original equipment (OEM) SONAR sales to boat manufacturers declined 25.1% on a
20.5% unit decrease as compared to the same period last year. The decline in the
original equipment market is a direct result of decreased boat sales related to
the general economic downturn. Original equipment SONAR sales were 4.9% of total
sales as compared to 6.6% last year. Gross profit on OEM units decreased 7.5%
compared to fiscal 2000.
Stand-alone GPS navigation sales declined 12.1% despite a 2.0% increase in unit
sales as compared to the same period last year. The decreased sales primarily
resulted from lower retail price points dictated by market conditions as well as
the general economic downturn. Gross profit on these units decreased 28.7%
compared to fiscal 2000. Accessory sales increased 19.4% year over year. Gross
profit on accessory sales increased 59.3% compared to fiscal 2000.
Total net sales increased .3% for fiscal 2001 as compared to fiscal 2000 despite
a 5.3% decrease in unit sales. Gross profit in total decreased 5.6%.
Net sales of SONAR and combination SONAR/GPS navigation units for fiscal 2000
decreased 6.8% from fiscal 1999 resulting from a 3.1% decrease in unit sales.
The decrease was primarily related to a lack of new product introductions during
fiscal 2000. However, fiscal 2000 gross profit for the SONAR and SONAR/GPS
navigation units increased 11.9% compared to fiscal 1999.
During fiscal 2000, the Company discontinued certain non-mapping portable GPS
navigation units. The discontinuance of these products resulted in a decrease in
net sales of stand-alone GPS navigation units of 53.6% from fiscal 1999 and a
54.6% decrease in unit sales. Fiscal 2000 gross profit for the stand-alone GPS
navigation units decreased 59.2% compared to fiscal 1999.
Total net sales decreased 18.4% in fiscal 2000 compared to fiscal 1999 while
gross profit decreased 7.2%. However, the gross profit margin increased to 38.1%
in fiscal 2000 compared to 33.5% in fiscal 1999. The increased gross profit
margin resulted from: (1) lower manufacturing costs due to the relocation of the
remaining manufacturing operations to the Company's Mexico facility; (2) the
discontinuance of certain low margin, non-mapping portable GPS navigation units;
and (3) lower raw material costs.
Operating Expenses
------------------
Selling and administrative expenses increased 7.9% in fiscal 2001 as compared to
fiscal 2000 primarily related to increased advertising expenditures related to
new products. Research and development expenses increased 6.3% as
19
a result of the continuing focus on new product offerings. Total operating
expenses decreased .5% in fiscal 2001 as compared to fiscal 2000.
Selling and administrative expenses decreased 10.8% in fiscal 2000 compared to
fiscal 1999. The decrease was primarily due to lower variable selling costs and
lower headcount. Research and development expenses increased 30.3% in fiscal
2000 compared to fiscal 1999 resulting from the Company's renewed focus on new
product offerings for fiscal 2001. Total operating expenses decreased 3.0% in
fiscal 2000 compared to fiscal 1999.
During fiscal 2001, the Company incurred $.4 million in costs associated with
the terminated merger with Cobra Electronics, Inc. This compares to $.3 million
and $.4 million spent in fiscal 2000 and fiscal 1999, respectively, in costs
related to the terminated merger with Orbital Sciences Corporation.
The Company incurred no severance costs during fiscal 2001. This compares to
$1.9 million and $.8 million in fiscal 2000 and fiscal 1999, respectively. All
severance costs in 2000 related to the Company's completion of the relocation of
the remaining manufacturing processes to Mexico. The 1999 severance costs
related to the move to Mexico as well as cost reduction initiatives.
Operating Income
----------------
Operating income as a percent of sales was 2.9% in fiscal 2001, 4.8% in fiscal
2000 and 5.6% in fiscal 1999.
Interest Expense
----------------
Interest expense in fiscal 2001 decreased 7.4% due to interest rate reductions
resulting from the decreasing prime rate in addition to the effect of a full
year of the interest rate reduction on the credit facility in March 2000 to
prime plus .5% from prime plus 1.5%.
Interest expense in fiscal 2000 decreased by 34.6% due to reduced debt levels
resulting from continued reductions in accounts receivable and inventories in
addition to the reduction in the interest rate on the credit facility in March
2000.
Interest expense in fiscal 1999 decreased by 17.6% due to reduced debt levels
resulting from improved profitability and reductions in inventories and
receivables.
Income Taxes
------------
The effective tax rates for fiscal 2001, 2000 and 1999 were 62.6%, (62.4%) and
0%, respectively. In fiscal 2000, due to continued profitability, the remaining
valuation allowance against the net deferred tax asset was reversed, which was
the primary factor resulting in the negative effective tax rate. The effective
tax rate was 0% in fiscal 1999 as the reduction in the valuation allowance
offset the income tax provision.
Net Income
----------
Net income was $0.04 million, $2.5 million and $2.1 million, respectively, in
fiscal 2001, 2000 and 1999.
20
Liquidity and Capital Resources
-------------------------------
The Company's primary sources of liquidity are cash flows from operations, a
$26.5 million revolving credit line and lease financing. The revolving credit
line includes a borrowing base of 85% of qualifying accounts receivable, 30% of
qualifying raw materials inventory and 60% of qualifying finished goods
inventory. Borrowings from inventories are limited to $13 million.
The Company has an overall $33.9 million financing package consisting of the
revolving credit line discussed above and $7.4 million in term loans. At July
31, 2001, the term loans had a remaining balance of $3.8 million and the Company
had $.4 million available under the revolving credit line. The term loans
require monthly principal payments of $103,000, plus interest.
In March 2000, the Company amended its credit agreement covering the revolving
credit line and its term loans. The amendment extended the maturity of the
agreement from December 31, 2000 to December 31, 2002 with a renewal option to
extend the agreement to December 31, 2003. The amendment also reduced the
interest rate on the revolving credit line and the term loans to prime plus .5%
from prime plus 1.5%.
As of July 31, 2001, the Company failed to maintain a minimum fixed charge ratio
of 1.0 to 1.0, resulting in a permanent increase in the interest rate on the
revolving credit line from prime plus .5% to prime plus 1.0%. The rate as of
July 31, 2001 was 7.25% and increased to 7.75% following the fixed charge ratio
violation. The bank has waived this fixed charge ratio violation as an event of
default under the terms of the revolving credit line; however, the interest rate
will continue as prime plus 1.0%. As of October 19, 2001, the rate was 6.5%.
In October 2001, the Company amended its financing package. The amendment allows
for a temporary increase in the finished goods borrowing base under the line of
credit not to exceed $1.5 million. The amendment is in effect until February
2002. Management expects the sources discussed above to satisfy the Company's
current financing needs.
Cash flows from operations were ($3.1 million) in fiscal 2001, resulting
primarily from increased inventories. Operating cash flows were utilized to fund
capital expenditures of $2.3 million, while overall debt increased by $5.4
million.
Cash flows from operations were $9.8 million in fiscal 2000. The operating cash
flows were utilized to fund capital expenditures of $1.4 million and reduce debt
by $8.3 million.
Cash flows from operations were $7.8 million in fiscal 1999. The operating cash
flows were utilized to fund capital expenditures of $.7 million and reduce debt
by $7.3 million.
Effects of Inflation
--------------------
A significant portion of the Company's costs and expenses consist of
materials, supplies, salaries, and wages that are affected by inflation. In
addition certain electronic parts which are in high industry demand are subject
to market-driven price increases. The Company does not believe that it will be
able to pass on inflationary increases in its selling prices. Accordingly, the
Company concentrates on changes in design, manufacturing
21
process, material scheduling, and sourcing to help contain costs. A significant
portion of the Company's raw material items are sourced overseas. Significant
devaluation of the dollar relative to these currencies would not be able to be
passed on in the form of price increases to consumers.
Recently Issued Accounting Principles
-------------------------------------
In July, 2001, the Financial Accounting Standards Board (FASB) issued Statement
No. 141, Business Combinations, Statement No. 142, Goodwill and Other Intangible
Assets and Statement No. 143, Accounting for Asset Retirement Obligations.
Statement No. 141 requires all business combinations initiated after June 30,
2001, to be accounted for using the purchase method of accounting. Under
Statement No. 142, goodwill is no longer subject to amortization over its
estimated useful life. Rather, goodwill will be subject to at least an annual
assessment for impairment by applying a fair-value-based test. Additionally, an
acquired intangible asset should be separately recognized if the benefit of the
intangible asset is obtained through contractual or other legal rights, or if
the intangible asset can be sold, transferred, licensed, rented, or exchanged,
regardless of the acquirer's intent to do so. There will be more recognized
intangible assets, such as unpatented technology and database content, being
separated from goodwill. Those assets will be amortized over their useful lives,
other than assets that have an indefinite life. Statement No. 142 is required to
be applied starting with fiscal years beginning after December 15, 2001. Early
application is permitted for entities with fiscal years beginning after March
15, 2001, provided that the first interim financial statements have not been
previously issued. Statement No. 143 requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is
incurred and a corresponding increase in the carrying amount of the related
long-lived asset. Statement No. 143 is effective for fiscal years beginning
after June 15, 2002. The Company is currently assessing the impact of Statement
No. 143 on its financial condition and results of operations.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". Statement No. 144 supersedes
Statement No. 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 Accounting Principals Board 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. Under Statement No. 144, goodwill is
excluded from its scope. Additionally, Statement No. 144 utilizes a
probability-weighted cash flow estimation approach and establishes a
"primary-asset" approach to determine the cash flow estimation period for a
group of assets. Statement No. 144 is effective for fiscal years beginning after
December 15, 2001. The Company is currently assessing the impact of Statement
No. 144 on its financial condition and results of operations.
Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company is exposed to cash flow and interest rate risk due to
changes in interest rates with respect to its long-term debt. See Note 3 to the
consolidated financial statements for details on the Company's long-term debt.
The Company is subject to foreign currency risk due to the location of
its manufacturing facility in Mexico and sales from each of its distribution
facilities in Canada and Australia which are denominated in the local currency.
Sales to other countries are denominated in US dollars. Although fluctuations
have occurred in the Mexican Peso, the Canadian dollar and the
22
Australian dollar, such fluctuations have not had a significant impact on the
Company's financial statements taken as a whole. Future volatility in these
exchange rates could have a significant impact on the Company's financial
statements. See Note 1 to the consolidated financial statements for the
Company's policy on foreign currency translations.
Quarterly Information
---------------------
Demand for the Company's products is seasonal. During the third quarter,
the Company's customers purchase the Company's products so that the products
will be available to sport fishermen and recreational boat owners for the peak
fishing and boating season. The Company does not experience any consistent
quarterly trends for the remaining three quarters.
The following table sets forth certain quarterly information for the
past three fiscal years:
Years Ended July 31, Sales Net Income
-------------------------- --------------------------- -------------------------------
(dollars in thousands)
2001
----
First Quarter (Aug.-Oct.) $ 12,644 17.2% $ (1,042) (2,816.2)%
Second Quarter (Nov.-Jan.) 19,206 26.2 647 1,748.6
Third Quarter (Feb.-Apr.) 23,282 31.7 861 2,327.0
Fourth Quarter (May-July) 18,287 24.9 (429) (1,159.5)
------- ----- ------- --------
Total for Year $ 73,419 100.0% $ 37 (100.0)%
======= ===== ======= ========
2000
----
First Quarter (Aug.-Oct.) $ 13,438 18.4% $ (1,280) (51.7)%
Second Quarter (Nov.-Jan.) 17,346 23.7 (284) (11.5)
Third Quarter (Feb.-Apr.) 25,366 34.6 2,474 100.0
Fourth Quarter (May-July) 17,059 23.3 1,563 63.2
------- ----- ------ ------
Total for Year $ 73,209 100.0% $ 2,473 100.0%
======= ===== ======= ======
1999
----
First Quarter (Aug.-Oct.) $ 16,208 18.1% $ (1,308) (62.0)%
Second Quarter (Nov.-Jan.) 17,922 20.0 (559) (26.5)
Third Quarter (Feb.-Apr.) 32,600 36.3 2,996 142.1
Fourth Quarter (May-July) 23,023 25.6 980 46.4
------- ----- ------- ------
Total for Year $ 89,753 100.0% $ 2,109 100.0%
======= ===== ======= ======
Outlook and Uncertainties
-------------------------
Certain matters discussed in this report, excluding historical
information, include certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties. The Company and its representatives may from time to time make
written or verbal forward-looking statements, including statements contained in
filings with the Securities and Exchange Commission and in the report to
stockholders. Statements that address the Company's operating performance,
events or developments that the Company expects or anticipates will occur in the
future, including
23
statements relating to sales and earnings growth, statements expressing general
optimism about future operating results, and statements relating to liquidity
and future financing plans are forward-looking statements. Although the Company
believes that such forward-looking statements are based on management's
then-current views and reasonable assumption, no assurance can be given that
every objective will be reached. Such statements are made in reliance on the
"safe harbor" protections provided under the Private Securities Litigation Act
of 1995.
As required by the Private Securities Litigation Reform Act of 1995, the Company
hereby identifies the following factors that could cause actual results to
differ materially from any results projected, forecasted, estimated or budgeted
by the Company in forward-looking statements:
o Continued profitability in fiscal 2002 and positive cash flows
from operations in fiscal 2002 are based on attaining current
projections for net income.
o Production delays due to raw material shortages or unforeseen
competitive pressures could have a material adverse effect on
current projections.
o Because of the dynamic environment in which the Company
operates, one or more key factors discussed in "Part I, Item 1.
Business" could have an adverse effect on results for the
upcoming year.
Item 8. Financial Statements and Supplementary Data
------- -------------------------------------------
The Consolidated Financial Statements and Supplementary Data are indexed
in Item 14 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
------- ---------------------------------------------------------------
Financial Disclosures
---------------------
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
-------- --------------------------------------------------
Incorporated by reference to the Company's Proxy Statement to be filed
with the Securities and Exchange Commission in connection with the Company's
2001 annual meeting.
Item 11. Executive Compensation
-------- ----------------------
Incorporated by reference to the Company's Proxy Statement to be filed
with the Securities and Exchange Commission in connection with the Company's
2001 annual meeting.
Item 12. Security Ownership of Certain Beneficial Owners and Management
-------- --------------------------------------------------------------
Incorporated by reference to the Company's Proxy Statement to be filed
with the Securities and Exchange Commission in connection with the Company's
2001 annual meeting.
Item 13. Certain Relationships and Related Transactions
-------- ----------------------------------------------
Incorporated by reference to the Company's Proxy Statement to be filed
with the Securities and Exchange Commission in connection with the Company's
2001 annual meeting.
24
PART IV
Item 14. Exhibits, Financial Statements, and Reports on Form 8-K
------- -------------------------------------------------------
(a) Financial Statements and Exhibits:
---------------------------------
Page
----
1. Consolidated Financial Statements:
Index to Consolidated Financial Statements F-1
Report of Independent Public Accountants F-2
Consolidated Balance Sheets - July 31, 2000 and 2001 F-3
Consolidated Statements of Operations and Comprehensive
Income for the Years Ended July 31, 1999, 2000, and 2001 F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended July 31, 1999, 2000, and 2001 F-5
Consolidated Statements of Cash Flows for the Years
Ended July 31, 1999, 2000, and 2001 F-6
Notes to Consolidated Financial Statements
for the Years Ended July 31, 1999, 2000, and 2001 F-7
2. Exhibits:
2.1 Agreement and Plan of Merger, dated as of January 4, 2001, among the
Company, Cobra Electronics Corporation, and Blue Marlin, Inc.,
previously filed as Exhibit 2.1 to the Company's Form 8-K dated January
8, 2001, which is incorporated herein by reference thereto.
3.1 Certificate of Incorporation of Lowrance Electronics, Inc., previously
filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1
(SEC File No. 33-9464), which is incorporated herein by reference
thereto.
3.2 By-Laws of Lowrance Electronics, Inc., previously filed as Exhibit 3.2
to the Company's Registration Statement on Form S-1 (SEC File No.
33-9464), which is incorporated herein by reference thereto.
4.1 Shareholders' Agreement dated December 22, 1978, by and between Darrell
J. Lowrance, James L. Knight, and Ben V. Schneider previously filed as
Exhibit 4.3 to the Company's Registration Statement on Form S-1 (SEC
File No. 33-9464), which is incorporated by reference thereto.
4.2 First Amendment to Shareholders' Agreement dated October 7, 1986 by and
between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider
previously filed as Exhibit 4.4 to the Company's Registration Statement
on Form S-1 (SEC File No. 33-9464), which is incorporated by reference
thereto.
25
4.3 Agreement between Stockholders dated October 7, 1986, by and between the
Company and Darrell J. Lowrance, James L. Knight, and Ben V. Schneider
previously filed as Exhibit 4.5 to the Company's Registration Statement
on Form S-1 (SEC File No. 33-9464), which is incorporated herein by
reference thereto.
10.1 1986 Incentive Stock Option Plan of the Company previously filed as
Exhibit 10.1 to the Company's Registration Statement on Form S-1 (SEC
File No. 33-9464), which is incorporated herein by reference thereto.
10.2 Lowrance Retirement Plan and Trust previously filed as Exhibit 10.2 to
the Company's Registration Statement on Form S-1 (SEC File No. 33-9464),
which is incorporated herein by reference thereto.
10.3 Form of Distributor Agreements previously filed as Exhibit 10.4 to the
Company's Registration Statement on Form S-1 (SEC File No. 33-9464),
which is incorporated herein by reference thereto.
10.4 Form of Service Center Agreement previously filed as Exhibit 10.5 to the
Company's Registration Statement on Form S-1 (SEC File No. 33-9464),
which is incorporated herein by reference thereto.
10.5 Credit Agreement dated April 27, 1989, by and between the Company and
Norwest Business Credit, Inc., previously filed as Exhibit 10.8 to the
Company's 1989 Annual Report on Form 10-K, which is incorporated herein
by reference thereto.
10.6 Promissory note dated April 27, 1989, by the Company in favor of Norwest
Leasing, Inc., previously filed as Exhibit 10.7 to the Company's 1989
Annual Report on Form 10-K, which is incorporated herein by reference
thereto.
10.7 1989 Stock Option Plan of the Company previously filed as Appendix A to
the Company's Proxy Statement for its Annual Meeting of Stockholders
held on December 12, 1989, which is incorporated herein by reference
thereto.
10.8 First, Second, and Third Amendments to Credit Agreement dated April 27,
1989, by and between the Company and Norwest Business Credit, Inc.,
previously filed as Exhibit 10.8 to the Company's 1990 Annual Report on
Form 10-K, which is incorporated herein by reference thereto.
10.9 Fourth and Fifth Amendments to Credit Agreement dated April 27, 1989, by
and between the Company and Norwest Business Credit, Inc., previously
filed as Exhibit 10.9 to the Company's 1992 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
10.10 Sixth Amendment to Credit Agreement dated March 17, 1993, by and between
the Company and Norwest Business Credit, Inc., which is incorporated
herein by reference thereto.
26
10.11 Seventh Amendment to Credit Agreement dated October 21, 1993, by and
between the Company and Norwest Business Credit, Inc., previously filed
as Exhibit 10.11 to the Company's 1993 Annual Report on Form 10-K, which
is incorporated herein by reference thereto.
10.12 Eighth Amendment to Credit Agreement dated September 29, 1993, by and
between the Company and Norwest Business Credit, Inc., previously filed
as Exhibit 10.12 to the Company's 1993 Annual Report on Form 10-K, which
is incorporated herein by reference thereto.
10.13 Loan and Security Agreement dated December 15, 1993, by the Company in
favor of Barclays Business Credit, Inc., which is incorporated herein by
reference thereto.
10.14 Amended and Restated Secured Promissory Note dated October 16, 1995, by
and between the Company and Shawmut Capital Corporation (formally
Barclays Business Credit, Inc.), which is incorporated herein by
reference thereto.
10.15 Amended and Restated Revolving Credit Notes dated October 16, 1995, by
and between the Company and Shawmut Capital Corporation (formally
Barclays Business Credit, Inc.), which is incorporated herein by
reference thereto.
10.16 First Amendment to Loan and Security Agreement dated October 16, 1995,
by and between the Company and Shawmut Capital Corporation (formally
Barclays Business Credit, Inc.), which is incorporated herein by
reference thereto.
10.17 Amended and Restated Stock Pledge Agreement dated October 16, 1995, by
and between the Company and Shawmut Capital Corporation (formally
Barclays Business Credit, Inc.), which is incorporated herein by
reference thereto.
10.18 Unconditional Guaranty dated October 16, 1995, by and between Sea
Electronics, Inc. and Shawmut Capital Corporation, which is incorporated
herein by reference thereto.
10.19 First Amendment to Mortgage, Security Agreement, Financing Statement and
Assignment of Rents dated October 16, 1995, by and between the Company
and Shawmut Capital Corporation (formally Barclays Business Credit,
Inc.) previously filed as Exhibit 10.19 to the Company's 1996 Annual
Report on Form 10-K, which is incorporated herein by reference thereto.
10.20 Lease Agreement entered into by and between Eric Juan De Dios Flourie
Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August
30, 1996, previously filed as Exhibit 10.20 to the Company's 1996 Annual
Report on Form 10-K, which is incorporated herein by reference thereto.
27
10.21 Lease Agreement entered into by and between Refugio Geffroy De Flourie,
Eric Juan De Dios Flourie Geffroy, Elizabeth Flourie Geffroy, Edith
Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated
August 30, 1996, previously filed as Exhibit 10.21 to the Company's 1996
Annual Report on Form 10-K, which is incorporated herein by reference
thereto.
10.22 Second Amendment to Loan and Security Agreement dated November 1, 1996,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
10.23 Third Amendment to Loan and Security Agreement dated December 31, 1996,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
10.24 Fourth Amendment to Loan and Security Agreement dated August 14, 1997,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
10.25 Fifth Amendment to Loan and Security Agreement dated August 25, 1997, by
and between the Company and Fleet Capital Corporation (formally Shawmut
Capital Corporation), which is incorporated herein by reference thereto.
10.26 Sixth Amendment to Loan and Security Agreement dated August 28, 1997, by
and between the Company and Fleet Capital Corporation (formally Shawmut
Capital Corporation), which is incorporated herein by reference thereto.
10.27 Seventh Amendment to Loan and Security Agreement dated November 6, 1997,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
10.28 Eighth Amendment to Loan and Security Agreement dated December 9, 1997,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
10.29 Ninth Amendment to Loan and Security Agreement dated September 14, 1998,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
10.30 Tenth Amendment to Loan and Security Agreement dated November 12, 1998,
by and between the Company and Fleet Capital Corporation (formally
Shawmut Capital Corporation), which is incorporated herein by reference
thereto.
28
10.31 Eleventh Amendment to Loan and Security Agreement dated March 14, 2000,
by and between the Company and Fleet Capital, which is incorporated
herein by reference thereto.
10.32 Twelfth Amendment to Loan and Security Agreement dated October 18, 2000,
by and between the Company and Fleet Capital, previously filed as
Exhibit 10.32 to the Company's October 31, 2000 Quarterly Report on Form
10-Q, which is incorporated herein by reference thereto.
10.33 Employment Agreement for Douglas J. Townsdin, dated as of April 7, 2000,
filed herewith.
10.34 Employment Agreement for Bob G. Callaway, dated as of March 27, 2000,
filed herewith.
10.35 Employment Agreement for Mark C. McQuown, dated as of April 7, 2000,
filed herewith.
10.36 Employment Agreement for Jane M. Kaiser, dated as of April 7, 2000,
filed herewith.
10.37 Lease Agreement entered into by and between Eric Juan de Dios Flourie
Geffroy, Refugio Geffroy de Flourie, Elizabeth Pierret Pepita Flourie
Geffroy, Edith Elizabeth Cuquita Flouri Geffroy and Lowrance Electronica
de Mexico, S.A. de C.V. dated May 11, 2001, filed herewith.
10.38 2001 Stock Option Plan of the Company, filed herewith and as Exhibit A
to the Company's Proxy Statement for its Annual Meeting of Stockholders
to be held on December 11, 2001.
10.39 NonQualified Stock Option Agreement between the Company and Ron G. Weber
dated July 25, 2001, filed herewith.
10.40 Incentive Stock Option Agreement between the Company and Ron G. Weber
dated July 25, 2001, filed herewith.
10.41 Incentive Stock Option Agreement between the Company and Douglas
Townsdin dated October 4, 2001, filed herewith.
10.42 Incentive Stock Option Agreement between the Company and Bob G. Callaway
dated July 25, 2001, filed herewith.
10.43 Incentive Stock Option Agreement between the Company and Mark McQuown
dated July 25, 2001, filed herewith.
10.44 Incentive Stock Option Agreement between the Company and Jane M. Kaiser
dated July 25, 2001, filed herewith.
22.1 Subsidiaries of the Company previously filed as Exhibit 22.1 to the
Company's 1993 Annual Report on Form 10-K, which is incorporated herein
by reference thereto.
22.12 Subsidiaries of the Company previously filed as Exhibit 22.12 to the
Company's 1995 Annual Report on Form 10-K, which is incorporated herein
by reference thereto.
29
22.13 Subsidiaries of the Company as of July 31, 2001, filed herewith.
(b) Reports on Form 8-K:
-------------------
On May 14, 2001 the Company filed a form 8-K with the SEC announcing
that it had received written notification from Cobra Electronics
Corporation ("Cobra") that Cobra had terminated its tender offer to
purchase all of the outstanding shares of the Company's common stock.
30
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
-------------------------------------------------------------------------------
Report of Independent Public Accountants F-2
Consolidated Balance Sheets - July 31, 2000 and 2001 F-3
Consolidated Statements of Operations and Comprehensive Income
for the Years Ended July 31, 1999, 2000, and 2001 F-4
Consolidated Statements of Stockholders' Equity for the
Years Ended July 31, 1999, 2000, and 2001 F-5
Consolidated Statements of Cash Flows for the Years Ended
July 31, 1999, 2000, and 2001 F-6
Notes to Consolidated Financial Statements for the Years Ended
July 31, 1999, 2000, and 2001 F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Lowrance Electronics, Inc.:
We have audited the accompanying consolidated balance sheets of Lowrance
Electronics, Inc., (a Delaware corporation) and subsidiaries as of July 31, 2001
and 2000, and the related consolidated statements of operations and
comprehensive income, stockholders' equity, and cash flows for each of the three
years in the period ended July 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements 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 financial position of Lowrance Electronics, Inc. and
subsidiaries as of July 31, 2001 and 2000, and the results of their operations
and their cash flows for each of the three years in the period ended July 31,
2001, in conformity with accounting principles generally accepted in the United
States.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
October 19, 2001
F-2
LOWRANCE ELECTRONICS, INC.
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
JULY 31,
---------------------
2000 2001
---- ----
(in thousands)
CURRENT ASSETS:
Cash and cash equivalents $ 589 $ 694
Trade accounts receivable, net of reserves
of $551,000 in 2000 and $638,000 in 2001 6,649 6,824
Inventories 11,277 18,852
Current deferred income taxes 774 1,025
Prepaid expenses 434 550
------- -------
Total current assets 19,723 27,945
------- -------
PROPERTY, PLANT, AND EQUIPMENT, net 7,240 7,672
OTHER ASSETS 186 51
DEFERRED INCOME TAXES 2,072 1,958
------- -------
$29,221 $37,626
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ 2,299 $ 1,897
Accounts payable 2,958 5,708
Accrued liabilities:
Compensation and benefits 1,738 1,921
Product costs 1,036 889
Other 662 916
------- -------
Total current liabilities 8,693 11,331
------- -------
LONG-TERM DEBT, less current maturities 8,573 14,418
------- -------
STOCKHOLDERS' EQUITY, per accompanying
statements:
Preferred stock, no par value, 230,000 shares
authorized, none issued -- --
Common stock, $.10 par value, 10,000,000
shares authorized, 3,768,796 shares issued 377 377
Paid-in capital 7,073 7,073
Retained earnings 4,801 4,838
Foreign currency translation adjustment (296) (411)
------- -------
Total stockholders' equity 11,955 11,877
------- -------
$29,221 $37,626
======= =======
The accompanying notes are an integral part of these consolidated balance
sheets.
F-3
LOWRANCE ELECTRONICS, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
--------------------------------------------------------------
FOR THE YEARS ENDED JULY 31,
----------------------------------------
1999 2000 2001
------- ------- -------
(in thousands, except per share amounts)
NET SALES $89,753 $73,209 $73,419
COST OF SALES 59,706 45,310 47,084
------- ------- -------
Gross profit 30,047 27,899 26,335
------- ------- -------
OPERATING EXPENSES:
Selling and administrative 21,587 19,249 20,778
Severance and merger costs 1,201 2,201 371
Research and development 2,226 2,900 3,083
------- ------- -------
Total operating expenses 25,014 24,350 24,232
------- ------- -------
Operating income 5,033 3,549 2,103
OTHER EXPENSES:
Interest 2,893 1,891 1,752
Other 31 135 252
------- ------- -------
Total other expenses 2,924 2,026 2,004
------- ------- -------
INCOME BEFORE INCOME TAXES 2,109 1,523 99
PROVISION (BENEFIT) FOR INCOME
TAXES -- (950) 62
------- ------- -------
NET INCOME $ 2,109 $ 2,473 $ 37
======= ======= =======
NET INCOME PER COMMON SHARE
Basic and Diluted $ .56 $ .66 $ .01
======= ======= =======
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
Basic and Diluted 3,769 3,769 3,769
======= ======= =======
OTHER COMPREHENSIVE INCOME
(LOSS) NET OF TAX:
Net Income $ 2,109 $ 2,473 $ 37
Foreign Currency Translation Adjustment 213 (12) (115)
------- ------- -------
Comprehensive Income (Loss) $ 2,322 $ 2,461 $ (78)
======= ======= =======
The accompanying notes are an integral part of these consolidated statements.
F-4
LOWRANCE ELECTRONICS, INC.
--------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
-----------------------------------------------
FOR THE YEARS ENDED JULY 31, 1999, 2000, and 2001
-------------------------------------------------
Foreign
Common Stock Currency
--------------------- Paid-In Retained Translation
Shares Amount Capital Earnings Adjustment
------ ------ ------- -------- -----------
(in thousands)
Balance -
July 31, 1998 3,769 377 7,073 219 (497)
Net income -- -- -- 2,109 --
Foreign currency
translation adjustment -- -- -- -- 213
------ ------ ------ ------ ------
Balance -
July 31, 1999 3,769 377 7,073 2,328 (284)
Net income -- -- -- 2,473 --
Foreign currency
translation adjustment -- -- -- -- (12)
------ ------ ------ ------ ------
Balance -
July 31, 2000 3,769 377 7,073 4,801 (296)
Net income -- -- -- 37 --
Foreign currency
translation adjustment -- -- -- -- (115)
------ ------ ------ ------ ------
Balance -
July 31, 2001 3,769 $ 377 $7,073 $4,838 $ (411)
====== ====== ====== ====== ======
The accompanying notes are an integral part of these consolidated statements.
F-5
LOWRANCE ELECTRONICS, INC.
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE YEARS ENDED JULY 31,
----------------------------------
1999 2000 2001
---- ---- ----
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,109 $ 2,473 $ 37
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 2,578 2,160 1,849
Gain on sale of fixed assets (7) (54) (4)
Foreign currency translation adjustment 213 (12) (115)
Change in operating assets and liabilities:
(Increase)decrease in trade accounts
receivable 2,278 4,815 (175)
(Increase)decrease in inventories 11,876 2,071 (7,575)
(Increase)decrease in prepaid expenses
and deferred income taxes (33) (771) (253)
(Increase)decrease in other assets 69 22 135
Increase(decrease) in accounts payable (11,705) (363) 2,750
Increase(decrease) in accrued liabilities 456 (533) 290
-------- -------- --------
Net cash provided by (used in) operating
activities 7,834 9,808 (3,061)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (716) (1,392) (2,281)
Proceeds from sale of property, plant
and equipment 28 54 4
-------- -------- --------
Net cash used in investing activities (688) (1,338) (2,277)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit 82,740 69,913 77,306
Repayments of borrowings under line of
credit (89,464) (76,143) (70,976)
Borrowings under term loan 1,800 -- --
Capital lease borrowings -- -- 1,422
Principal payments on term loan and
capital lease obligations (2,402) (2,108) (2,309)
Proceeds from issuance of common stock -- -- --
-------- -------- --------
Net cash provided by (used in)
financing activities (7,326) (8,338) 5,443
-------- -------- --------
Net increase(decrease)in cash and
cash equivalents (180) 132 105
CASH AND CASH EQUIVALENTS - beginning of year 637 457 589
-------- -------- --------
CASH AND CASH EQUIVALENTS - end of year $ 457 $ 589 $ 694
======== ======== ========
The accompanying notes are an integral part of these consolidated statements.
F-6
LOWRANCE ELECTRONICS, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
FOR THE YEARS ENDED JULY 31, 1999, 2000 and 2001
------------------------------------------------
(1) BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business -
--------
Lowrance Electronics, Inc., and subsidiaries (the Company) design,
manufacture, market and distribute SONARs (also known as depth-sounders
and fish-finders), global positioning system (GPS) navigational
equipment and other marine electronic products and various related
accessories. The Company's SONARs are principally used by sports
fishermen for detecting the presence of fish and by sports fishermen and
boaters as navigational and safety devices for determining bottom depth
in lakes, rivers, and coastal waters. The Company's GPS receivers are
used in a variety of marine and non-marine applications, including
aviation, hunting, hiking and backpacking.
Principles of Consolidation -
---------------------------
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All material intercompany
transactions and accounts have been eliminated in consolidation.
Property and Depreciation -
-------------------------
Property, plant, and equipment is stated at cost. For financial
reporting purposes, depreciation is provided on a straight-line basis
over the estimated service lives of the respective classes of property.
The building is being depreciated using an estimated useful life of
thirty years, while the estimated lives for other assets range from two
to fifteen years. Fully depreciated property and equipment with a cost
of approximately $22 million is still in use as of July 31, 2001.
When property is retired, or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts, and the
resulting gain or loss is credited or charged to operations.
Maintenance, repairs, and renewals, including replacement of minor items
of physical properties, are charged to income; major additions and
betterments to physical properties are capitalized.
Research and Development Costs -
------------------------------
Costs associated with the development of new products and changes to
existing products are charged to expense as incurred and include an
allocation of indirect costs.
Foreign Currency Translations -
-----------------------------
Foreign currency transactions and financial statements are translated in
accordance with Statement of Financial Accounting Standards ("SFAS") No.
52. Assets and liabilities are translated to U.S. dollars at the current
exchange rate. Income and expense accounts are translated using the
weighted average exchange rate for the period. Adjustments arising from
translation of foreign financial statements are reflected in the
cumulative translation adjustment in the equity section of the
consolidated balance sheets. Transaction gains and losses are included
in net income.
F-7
Use of Estimates in the Preparation of Financial Statements -
-----------------------------------------------------------
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 reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Accrued Product Costs -
---------------------
Product Warranties - The majority of the Company's sales are made under
a one-year product warranty. A provision is made at the time of sale for
the estimated future warranty costs.
Dealer Premium Coupons - The Company offers a SONAR installation subsidy
to qualified boat and motor dealers of its Lowrance product line. At the
time of shipment, the Company provides for the estimated cost of this
program.
Returns and Refurbishments - Estimated costs related to refurbishment of
returned goods are accounted for by providing a reserve based on the
Company's historical experience. These reserves are analyzed and
adjusted quarterly. Returns are recorded as a reduction of net sales at
the time of receipt of the goods.
Cash and Cash Equivalents -
-------------------------
For purposes of the Consolidated Statements of Cash Flows, the Company
considers all highly liquid investments with original maturities of
three months or less to be cash equivalents.
Advertising -
-----------
Advertising costs are expensed as incurred. The Company expensed
approximately $2.5 million, $2.0 million and $2.5 million during the
years 1999, 2000 and 2001, respectively, for advertising.
Fair Value of Financial Instruments -
-----------------------------------
Cash and cash equivalents, accounts receivable and accounts payable -
The carrying amount of these assets and liabilities approximates fair
value because of the short maturity of these instruments.
Long-term debt and revolving credit line - The amounts outstanding
under the Company's term loan and revolving credit line bear interest
at current floating market rates, thus their carrying amounts
approximate fair market value. Interest rates underlying capitalized
equipment leases approximate current market rates.
Recently Issued Accounting Principles - In July, 2001, the Financial
-------------------------------------
Accounting Standards Board (FASB) issued Statement No. 141, Business
Combinations, Statement No. 142, Goodwill and Other Intangible Assets and
Statement No. 143, Accounting for Asset Retirement Obligations. Statement
No. 141 requires all business combinations initiated after June 30, 2001,
to be accounted for using the purchase method of accounting. Under
Statement No. 142, goodwill is no longer subject to amortization over its
estimated useful life. Rather, goodwill will be subject to at least an
annual assessment for impairment by applying a fair-value-based test.
Additionally, an acquired intangible asset should be separately recognized
if the benefit of the intangible asset
F-8
is obtained through contractual or other legal rights, or if the intangible
asset can be sold, transferred, licensed, rented, or exchanged, regardless
of the acquirer's intent to do so. There will be more recognized intangible
assets, such as unpatented technology and database content, being separated
from goodwill. Those assets will be amortized over their useful lives,
other than assets that have an indefinite life. Statement No. 142 is
required to be applied starting with fiscal years beginning after December
15, 2001. Early application is permitted for entities with fiscal years
beginning after March 15, 2001, provided that the first interim financial
statements have not been previously issued. Statement No. 143 requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred and a corresponding
increase in the carrying amount of the related long-lived asset. Statement
No. 143 is effective for fiscal years beginning after June 15, 2002. The
Company is currently assessing the impact of Statement No. 143 on its
financial condition and results of operations.
In August 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". Statement No. 144 supersedes
Statement No. 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 Accounting Principals Board 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. Under Statement
No. 144, goodwill is excluded from its scope. Additionally, Statement No.
144 utilizes a probability-weighted cash flow estimation approach and
establishes a "primary-asset" approach to determine the cash flow
estimation period for a group of assets. Statement No. 144 is effective for
fiscal years beginning after December 15, 2001. The Company is currently
assessing the impact of Statement No. 144 on its financial condition and
results of operations.
F-9
(2) BALANCE SHEET DETAIL
Inventories -
-----------
Inventories are priced at the lower of cost (first-in, first-out) or market
and consist of the following:
Property, Plant, and Equipment - 2000 2001
------------------------------ -------- --------
(in thousands)
Raw materials $ 4,164 $ 6,467
Work-in-process 1,023 1,679
Finished goods 7,547 11,417
Excess, obsolete, and realization reserves (1,457) (711)
-------- --------
Total inventories $ 11,277 $ 18,852
======== ========
Property, Plant, and Equipment - 2000 2001
------------------------------ -------- --------
(in thousands)
Land $ 557 $ 557
Building and improvements 5,163 5,050
Machinery and equipment 25,434 27,944
Office furniture and fixtures 3,695 3,579
-------- --------
34,849 37,130
Less - accumulated depreciation 27,609 29,458
-------- --------
Net property, plant, and equipment $ 7,240 $ 7,672
======== ========
The property, plant, and equipment accounts include the following amounts
for leased property under capitalized leases:
Property, Plant, and Equipment - 2000 2001
------------------------------ -------- --------
(in thousands)
Machinery and equipment $ 3,271 $ 3,192
Office furniture and fixtures 260 --
-------- --------
3,531 3,192
Less - accumulated depreciation 2,043 1,173
-------- --------
Net property, plant, and equipment
under capitalized leases $ 1,488 $ 2,019
======== ========
Reserve for Doubtful Accounts and Sales 2000 2001
--------------------------------------- -------- --------
Returns (in thousands)
-------
Balance, beginning of period $ 512 $ 551
Charged to expense 255 113
Net (write-offs) recoveries (216) (26)
-------- --------
Balance, end of period $ 551 $ 638
======== ========
Excess, Obsolete, and Realization Reserve
Balance, beginning of period $ 1,304 $ 1,457
Adjustment to provision 599 (655)
Net (write-offs) recoveries (446) (91)
-------- --------
Balance, end of period $ 1,457 $ 711
======== ========
F-10
(3) LONG-TERM DEBT AND REVOLVING CREDIT LINE
Long-term debt and the revolving credit line are summarized below:
2000 2001
-------- --------
(in thousands)
Revolving credit line $ 4,450 $ 10,780
Term loans 5,013 3,776
Capitalized equipment lease
obligations, payable in monthly installments
of approximately $61,000, including interest
at rates from 6.1% to 13.5%, with final
payments ranging from November 2001
through December 2005 1,409 1,759
-------- --------
10,872 16,315
Less - current maturities 2,299 1,897
-------- --------
Total long-term debt $ 8,573 $ 14,418
======== ========
Future maturities of the above debt obligations at July 31, 2001, are
approximately $1.9 million, $13.7 million, $.2 million, $.3 million and $.2
million, for the years ending July 31, 2002 through 2006, respectively.
At July 31, 2001, the Company had a $33.9 million financing package which
consisted of $7.4 million in term loans together with a $26.5 million
revolving credit line. The revolving credit line provides for borrowings up
to $26.5 million based on varying percentages of qualifying categories of
receivables and inventories. Borrowing against inventories is limited to
$13 million in total. At July 31, 2001, the Company had $.4 million
available under the revolving credit line.
During March 2000, the Company's financing package was amended. This
amendment extended the term of the agreement from December 31, 2000 to
December 31, 2002 and includes a renewal option through December 31, 2003
assuming neither party terminates. Significant provisions of the
amendment include changes in certain financial covenants and the lowering
of the interest rate on the revolving credit line and term loan from
prime plus 1.5% to prime plus .5% (7.25% as of July 31, 2001).
The terms of the foregoing agreement include a commitment fee based on
the unused portion of the bank credit line in lieu of compensating
balances.
The agreement requires, among other things, that the Company maintain a
minimum tangible net worth, limits the ratio of total liabilities to
tangible net worth and requires the Company to maintain a minimum fixed
charge ratio. Additionally, the agreement limits the amount of operating
leases, capital expenditures and capital leases. Violation of any of
these provisions would constitute an event of default which, if not
cured, would empower the lender to declare all amounts immediately
payable. Violation of the fixed charge ratio also results in an increase
in the interest rate on the revolving credit line and term loan of .5%.
The agreement also contains a provision that in the event of a defined
change of ownership, the agreement may be terminated. As of
F-11
July 31, 2001, the Company failed to maintain a minimum fixed charge ratio
of 1.0 to 1.0 resulting in a permanent increase in the interest rate on the
revolving credit line from prime plus .5% to prime plus 1.0% (6.5% at
October 19, 2001). The bank has waived this fixed charge ratio violation as
an event of default under the terms of the revolving credit line. The
Company was in compliance with the remaining covenants at July 31, 2001.
In October 2001, the Company amended its financing package. The amendment
allows for a temporary increase in the finished goods borrowing base under
the line of credit not to exceed $1.5 million. The amendment is in effect
until February 2002.
The Company's indebtedness is collateralized by substantially all of the
Company's assets.
Average short-term borrowings under the revolving credit line and related
interest rates shown in the following table are weighted by using the
average month-end principal balances.
Years Ended July 31,
---------------------------------
1999 2000 2001
------- ------- -------
(in thousands)
Highest amount borrowed $19,169 $11,451 $17,017
Average amount borrowed 16,457 8,864 11,818
Weighted average interest rate 10.3% 10.6% 8.9%
(4) LEASES
Capital Leases -
--------------
Certain equipment is leased under agreements that are structured as
capital leases. Accordingly, such equipment has been recorded as an
asset, and the discounted value of the remaining lease obligations has
been recorded as a liability in the accompanying Consolidated Balance
Sheets.
The following is a schedule by years of future minimum lease payments
under capital leases, together with the present value of the net minimum
lease payments as of July 31, 2001, (in thousands):
Years ending July 31:
2002 745
2003 469
2004 320
2005 320
2006 240
---- ------
Total minimum lease payments 2,094
Less-amounts representing interest 335
------
Present value of net minimum lease payments $1,759
======
Current portion of obligations under
capital leases $ 659
Long-term portion of obligations under
capital leases $1,100
F-12
Operating Leases -
----------------
During 1999, 2000 and 2001, the Company recorded $1.7 million, $1.4
million and $1.2 million, respectively, of expense related to operating
leases.
At July 31, 2001, future minimum rental payments for operating leases
totaled $3.5 million. On August 30, 1996, the Company entered into a ten
year non-cancelable lease for a manufacturing facility in Ensenada,
Mexico. The lease has a fair market purchase option after three years
and accordingly was accounted for as an operating lease. Payments for
this facility are approximately $54,650 per month. The lease also
includes rent escalations of 3% per year. Total future minimum rental
payments under operating leases for the years ending July 31, 2002
through July 31, 2006 (including the rental for the Mexican facility
assuming the purchase option is not exercised) are approximately $.9
million, $.9 million, $.8 million, and $.9 million, respectively.
(5) STOCKHOLDERS' EQUITY AND RELATED ITEMS
On July 2, 2001, the Company adopted the 2001 Stock Option Plan which
provides for a maximum of 300,000 common shares available for issue. The
Plan provides for incentive stock options, non-qualified stock options
and stock appreciation rights. Options and stock appreciation rights
granted cannot have terms greater than ten years. The plan requires
incentive stock options to be granted at an option price of not less
than 100% of the fair market value of the Company's Common Stock at the
date of grant. The plan is subject to stockholder approval.
On July 31, 2001, there were a total of 134,453 incentive stock options
outstanding and 115,547 non-qualified stock options outstanding under
the 2001 Stock Option Plan, all at an exercise price of $2.67, the fair
market value on the date of grant. Each option may exercised, in whole
or in part, only at the occurrence of one of the following events: (1)
the occurrence of any transation by which the Chief Executive Officer of
the Company sells 100% of the shares he then owns directly, in a private
placement or registered public offering or through Rule 144 sales, or
(2) the sale by the Company of all or substantially all of the Company's
assets and operation to a third party, or (3) on or after July 24, 2010.
On May 13, 1996, the Company issued 70,000 shares of Series "A"
Redeemable Preferred Stock in a private placement to five key officers
of the Company. The Series "A" Preferred Stock is a nonvoting stock
paying a noncumulative dividend of 2 1/2 cents. Each share of Series "A"
Preferred Stock is convertible into five shares of the Company's Common
Stock at a cash purchase price of $5.00 per share of Common Stock, but
only if (i) the Chief Executive Officer of the Company sells in excess
of 30 percent of his Common Stock of the Company or (ii) the Company
sells substantially all of its assets and operations to a third party.
The Series "A" Preferred Stock has been issued for a term of ten years
for a purchase price of $6.875 per share. The Company financed the total
purchase price of $481,250 for the five key officers of the Company
pursuant to Promissory Notes bearing interest at Chase prime and
Security Agreements where all of such Series "A" Preferred
F-13
Stock is pledged to the Company to secure the Promissory Notes. In the
event the Series "A" Preferred Stock is not converted within the ten year
term, the holder is required to surrender the Series "A" Preferred Stock
for cancellation by the Company in exchange for the Company forgiving the
principal amount of the Promissory Note. If any of the key officers
terminate their employment with the Company for any reason, except death,
they immediately forfeit ownership rights to the Series "A" Preferred Stock
which is immediately surrendered to the Company for cancellation in
exchange for cancellation of the principal amount owing on the Promissory
Note, provided all accrued interest on the Promissory Note is paid to the
date of the key employee's termination. The Promissory Notes have been
netted against Preferred Stock in the Consolidated Balance Sheets. During
fiscal 2000, three of the key officers terminated employment with the
Company. Accordingly, their ownership rights in 30,000 shares of Series "A"
Preferred Stock were forfeited. On July 2, 2001, the Company and the
holders of the Series "A" Preferred Stock canceled (1) the 20,000 shares of
Series "A" Preferred Stock held by each of Darrell J. Lowrance and Ronald
G. Weber, (2) the promissory note in the principal amount of $137,500 given
by each such person, and (3) accrued but unpaid interest owed by each such
person on his note.
The Company adopted the disclosure-only provisions of SFAS 123
"Accounting for Stock-Based Compensation." Accordingly, no compensation
cost has been recognized for the stock option plans. Had compensation
cost for the Company's stock option plans been determined consistent
with the provisions of SFAS 123, the Company's net income and earnings
per share would have been changed to the pro forma amounts indicated
below:
1999 2000 2001
---- ---- ----
NET INCOME:
As reported $2,109 $2,473 $ 37
Pro forma 1,956 2,385 (13)
EARNINGS PER SHARE:
Basic-as reported $ .56 $ .66 $.01
Diluted-as reported .56 .66 .01
Pro forma-Basic .52 .63 .00
Pro forma-Diluted .52 .63 .00
The fair value of each option grant is estimated on the date of grant
using the Modified Black-Scholes European option pricing model with the
following weighted average assumption: exercise price of $2.67, dividend
yield of 0%, expected volatility of 93.42%, risk-free interest rate of
5.31% and expected life of ten years.
(6) RETIREMENT PLANS
Substantially all U.S. Company employees participate in the Lowrance
Savings Plans which require the Company to contribute 3% of the
participants' qualified earnings to the Plans. Also, each participant
may make contributions of qualified earnings into the Plans which will
be matched by the Company at 100% for the first $10 per pay period and
50% thereafter, not to exceed 3% of compensation. Contributions made by
the Company to the Plans for the years ended July 31, 1999, 2000,
F-14
and 2001 were approximately $590,000, $502,000 and $504,000, respectively.
(7) INCOME TAXES
The provision (benefit) for income taxes consists of the following:
Years Ended July 31,
----------------------------------
1999 2000 2001
----- ------- ----
(in thousands)
Current $ 99 $ 485 $(16)
Deferred (99) (1,435) 78
----- ------- ----
Total $ -- $ (950) $ 62
===== ======= ====
The provision (benefit) for income taxes differs from the amount
calculated by multiplying income before provision (benefit) for income
taxes by the statutory Federal income tax rate due to the following:
Years Ended July 31,
------------------------------
1999 2000 2001
------ ------ ------
Statutory rate 34.0% 34.0% 34.0%
Change in valuation allowance (29.2) (90.9) --
Foreign income taxes 4.7 7.2 123.2
State income taxes (1.6) 2.0 (11.3)
Non-deductible life insurance
premiums and entertainment
expenses 4.5 2.5 39.4
Tax treatment of foreign
operations -- (13.6) (202.2)
Other (12.4) (3.6) 79.5
----- ----- -----
Effective rate -% (62.4)% 62.6%
===== ===== =====
The Company accounts for income taxes in accordance with Statement No.
109 of the Financial Accounting Standards Board which requires an asset
and liability approach to financial accounting and reporting for income
taxes. The difference between the financial statement and tax bases of
assets and liabilities is determined and deferred tax assets or
liabilities are computed for those differences that have future tax
consequences. The Company had a net operating loss carryforward of
approximately $2,194,000 at July 31, 2001, a portion of which expires
July 31, 2012 and the remainder of which expires July 31, 2013. After the
completion of the fourth quarter of fiscal 1998, the Company determined
that a valuation allowance of $2,000,000 against the net operating loss
carryforward was necessary as of July 31, 1998. During 1999, the
valuation allowance was reduced to $1,384,000. Statement No. 109 requires
that deferred tax assets be reduced by a valuation allowance if it is
more likely than not that some portion or all of the deferred tax asset
will not be realized. After the completion of the fourth quarter of
fiscal 2000, the Company determined that it is more likely than not that
the deferred tax asset related to the net operating loss carryforward
will be realized. Accordingly, the valuation allowance was eliminated.
F-15
The tax effect of temporary differences giving rise to the Company's
consolidated deferred income taxes at July 31 are as follows:
2000 2001
------ ------
(in thousands)
Deferred tax assets -
Reserves for product costs $ 484 $ 493
Reserves for compensation and benefits 155 314
State tax credit carryforwards 509 509
Accounts receivable reserves 54 47
Other 81 171
NOL carryforward 2,502 2,193
------ ------
Net deferred tax assets $3,785 $3,727
====== ======
Deferred tax liabilities -
Depreciation $ 852 $ 694
====== ======
(8) CONSOLIDATED STATEMENTS OF CASH FLOWS
Interest of approximately $2.9 million, $1.9 million and $1.8 million
was paid during 1999, 2000 and 2001, respectively. No income tax
payments were made in 1999. Income tax payments of $5,499 and $27,478
were made in 2000 and 2001 related to Alternative Minimum Tax.
(9) SALES BY GEOGRAPHIC REGION
The Company markets its products internationally through foreign
distributors, except in Canada and Australia where it has established
its own distribution operations. The following table presents a summary
of domestic and foreign sales:
1999 2000 2001
------- ------- -------
(in thousands)
Net sales:
Domestic $71,681 $60,335 $58,726
Foreign 18,072 12,874 14,693
------- ------- -------
Total $89,753 $73,209 $73,419
======= ======= =======
The majority of foreign sales are concentrated in Canada, Australia and
Europe.
(10) SALES TO A MAJOR CUSTOMER
During both 1999, 2000 and 2001, one customer accounted for
approximately 13%, 13% and 12% of consolidated net sales, respectively.
No other customer accounted for 10% or more of consolidated net sales in
1999, 2000 or 2001.
F-16
(11) CONCENTRATIONS OF CREDIT RISK
The Company extends credit to various companies in the marine and
non-marine markets in the normal course of business. Within these
markets, certain concentrations of credit risk exist. These
concentrations of credit risk may be similarly affected by changes in
economic or other conditions and may, accordingly, impact the Company's
overall credit risk. However, management believes that receivables are
well diversified, thereby reducing the potential credit risk and that
allowances for doubtful accounts are adequate to absorb estimated losses
at July 31, 2001.
At July 31, 2000 and 2001, trade receivables related to these group
concentrations were:
2000 2001
---- ----
Marine 54% 56%
Non-Marine 46% 44%
(12) SEVERANCE AND MERGER COSTS
The Company incurred no severance costs during fiscal 2001. During 2000,
the Company recognized $1.9 million in severance costs related to the
Company's completion of the relocation of the remaining manufacturing
processes to Mexico. The total number of employees affected was 161.
Severance costs for all identified employees were fully accrued as of
January 31, 2000.
During fiscal 2000, the Company incurred $.3 million in costs associated
with its terminated merger with Orbital Sciences Corporation. This
compares to $.4 million incurred during fiscal 2001 in costs associated
with the terminated merger with Cobra Electronics, Inc.
F-17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
LOWRANCE ELECTRONICS, INC.
DATE: October 17, 2001 BY: /s/ Darrell J. Lowrance
------------------------- -------------------------------------
Darrell J. Lowrance,
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 and in the capacities indicated and on the dates indicated:
/s/ Darrell J. Lowrance President, Chief Executive October 17, 2001
------------------------- Officer, and Director
Darrell J. Lowrance (Principal Executive Officer)
/s/ Douglas J. Townsdin Vice President of Finance and October 17, 2001
------------------------- Chief Financial Officer
Douglas J. Townsdin (Principal Financial Officer and
Principal Accounting Officer)
/s/ George W. Jones Director October 17, 2001
-------------------------
George W. Jones
/s/ Peter F. Foley, III Director October 17, 2001
-------------------------
Peter F. Foley, III
/s/ Michael B. Montgomery Director October 17, 2001
-------------------------
Michael B. Montgomery
31