LOWRANCE ELECTRONICS INC - 10-Q Quarterly Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
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X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2003

--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

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 IRS Identification Number

12000 East Skelly Drive
Tulsa, Oklahoma 74128
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(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (918) 437-6881

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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES NO X
----- -----

At January 31, 2003, there were 3,761,196 shares of Registrant's $0.10 par value
Common Stock outstanding.

LOWRANCE ELECTRONICS, INC.

FORM 10-Q

INDEX

2

LOWRANCE ELECTRONICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

The accompanying notes are an integral part of these condensed
consolidated financial statements.

3

LOWRANCE ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)

The accompanying notes are an integral part of these condensed
consolidated financial statements.

4

LOWRANCE ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

The accompanying notes are an integral part of these condensed
consolidated financial statements.

5

LOWRANCE ELECTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND SIX MONTHS ENDED JANUARY 31, 2003 AND 2002
(Unaudited)

(1) PRINCIPLES OF PREPARATION

The financial statements subsequent to July 31, 2002 and with respect
to the interim three and six month periods ended January 31, 2003 and
2002 have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted
pursuant to such rules and regulations, although the Company believes
that the disclosures contained herein are adequate to make the
information presented not misleading. Accounting policies for the six
months ended January 31, 2003, are the same as those outlined in the
Annual Report on Form 10-K filed relative to the year ended July 31,
2002. In the opinion of management, all adjustments necessary for a
fair presentation of interim results of operations have been made to
the interim statements. All such adjustments were of a normal,
recurring nature. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's Annual
Report for the year ended July 31, 2002 filed with the Securities and
Exchange Commission on Form 10-K.

In November 2002, the Financial Accounting Standards Board (FASB)
issued Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). This interpretation elaborates on
the disclosures to be made by a guarantor in its financial statements
about its obligations under certain guarantees, including product
warranties, that it has issued. It also requires a guarantor to
recognize, at the inception of a guarantee, a liability for the fair
value of the obligations it has undertaken in issuing the guarantee.
The initial recognition and initial measurement provisions of the
interpretation are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. The disclosure requirements
are effective for financial statements of interim or annual periods
ending after December 15, 2002. The adoption of FIN 45 did not impact
the Company's financial position or results of operations.

Certain reclassifications have been made to the January 31, 2002
financial statements to conform to the classifications used for the
period ended January 31, 2003.

(2) BALANCE SHEET DETAIL

Inventories -

Inventories are priced at the lower of cost (first-in, first-out) or
market and consist of the following:

Inventory on hand at February 28, 2003 for products the Company
discontinued during fiscal 2003 was $699,000; inventory of those
specific products amounted to $3.4 million at July 31, 2002. All
discontinued inventories are carried at cost, which management believes
to be lower than expected

6

realizable value. The Company expects the remaining inventory of
discontinued products to be sold during fiscal 2003.

(3) PRODUCT WARRANTIES

The following represents a tabular presentation of the changes in the
Company's aggregate product warranty liability for the six-month
reporting period.

(4) LONG-TERM DEBT AND REVOLVING CREDIT LINE

Long-term debt and the revolving credit line are summarized below:

At January 31, 2003, the Company's financing facility consisted of $7.4
million in term loans, with a remaining balance of $1.9 million, and a
revolving credit line that provides for borrowings up to $26.5 million
based on varying percentages of qualifying receivables and inventories.
Borrowing against inventories is limited to $13 million in total. The
interest rate on the financing facility is prime plus .5%, which was
5.25% as of January 31, 2003. The Company had $2.0 million available
under the revolving credit line at January 31, 2003.

The Company was in compliance with all debt covenants at January 31,
2003.

During November 2002, the Company amended its financing facility. This
amendment extended the term of the agreement for the revolving credit
line and term loans from December 31, 2003 to December 31, 2005.
Significant provisions of the amendment include changes in certain
financial covenants, the lowering of the interest rate from prime plus
1.0% to prime plus .5% on all loans under the facility and

7

the addition of LIBOR based interest rate options. In addition, the
amendment allows for a permanent $1.5 million seasonal overadvance
facility.

The terms of the foregoing agreement include a commitment fee of .25%
based on the unused portion of the revolving credit line in lieu of
compensating balances.

The Company's indebtedness is collateralized by substantially all of
the Company's assets.

(5) CONSOLIDATED STATEMENTS OF CASH FLOWS

During the six months ended January 31, 2003 and January 31, 2002, the
Company paid interest of $.5 million and $.8 million, respectively.

Incremental capital lease borrowings of $492,000 are included in
property, plant and equipment balances for the six months ended January
31, 2003 as compared to $330,000 for the same period last year. Total
capital expenditures for the period, including capital lease
borrowings, were $1.5 million as compared to $674,000 for the previous
period.

(6) OPERATING SEGMENTS

The Company is not required to reflect segment disclosures as the CEO
and President, the Company's Chief Decision Maker, provides oversight
and review based upon financial statements and financial information
presented at the consolidated level.

The Company markets its products internationally through foreign
distributors, except in Canada and Australia where it has established
its own distribution operations. The majority of foreign sales are
concentrated in Canada, Australia and Europe.

Long-lived assets in foreign countries are disclosed in Note 2 to the
Consolidated Financial Statements, Property, Plant and Equipment, in
the Company's 2002 Annual Report on Form 10-K. There are no significant
long-lived assets in any foreign country other than Mexico.

8

(7) EARNINGS PER SHARE
Basic and diluted earnings (loss) per share is calculated as follows:

(a) The effect of the 2001 Stock Option Plan options are not included as
they are anti-dilutive.

9

PART I, ITEM 2

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

RESULTS OF OPERATIONS

Three Months Ended January 31, 2003

SALES AND MARGIN

Total net sales increased by 26.0% for the three months ended January 31, 2003
as compared to the same period last year while total unit sales increased by
71.5%. The gross profit margin increased to 35.9% as compared to 34.9% for the
same period last year.

Sales of non-original equipment SONAR and combination SONAR/GPS navigation units
increased 33.8% for the three months ended January 31, 2003 as compared to the
same period last year while unit sales increased 87.0%. Gross profit on
non-original equipment SONAR and combination SONAR/GPS navigation units
increased 28.9% as compared to the same period last year. Sales and gross margin
increased at a slower rate than unit sales primarily because increases in the
low and mid price points of both the Lowrance and Eagle product lines. In
addition, during the second quarter the Company introduced its first $79 retail
price point unit, the Cuda 128. This unit represented 22.4% of the total sales
dollar increase and 28.5% of the total unit sales increase for the three month
period ended January 31, 2003 as compared to January 31, 2002. The gross profit
margin for non-original equipment SONAR and combination SONAR/GPS navigation
units was 39.4% for the three months ended January 31, 2003 as compared to 40.9%
for the same period last year.

Stand-alone GPS navigation sales decreased 12.7% for the three months ended
January 31, 2003 compared to the same period last year while unit sales
decreased 17.1%. Gross profit on GPS navigation units increased by 1183.4% for
the three months ended January 31, 2003 compared to the same period last year.
Gross profit for the three month period ended January 31, 2002 was negatively
impacted by a hand-held GPS unit promotion. There were no similar promotions
involving GPS units during the three month period ended January 31, 2003. In
addition, the gross margin increase reflects a shift in product mix towards the
higher priced, higher margin gimbal mount units.

Accessory sales increased 1.0% for the three months ended January 31, 2003 as
compared to the same period last year, while gross profit on these sales
decreased by 21.7% as a result of accessory promotions.

Original equipment (OEM) SONAR sales to boat manufacturers increased 41.5% on a
39.8% unit increase as compared to the same period last year. The original
equipment market is continuing to improve from the major decrease in boat sales
that occurred as a result of the general economic downturn last year. Original
equipment SONAR sales were 3.5% of total net sales as compared to 3.1% last
year. Gross profit on OEM units increased by 50.0% period over period. Gross
profit on OEM units was 1.9% of total gross profit for the three month period
ended January 31, 2003 as compared to 1.6% for the same period last year.

OPERATING EXPENSES AND INCOME

Operating expenses increased by $807,000 for the three months ended January 31,
2003 as compared to the same period last year, an increase of 14.4%.

The 9.1% increase in selling and administrative expenses is due to increased
advertising and marketing efforts focused on new products and also to insurance
cost increases. The increase in research and development expense relates to new
product design. The Company announced 25 new products for fiscal 2003 which is
more than double its fiscal 2002 new product introductions.

Operating income increased by $956,000 for the three months ended January 31,
2003 as compared to the same period last year.

10

INTEREST EXPENSE

Interest expense was $319,000 for the three months ended January 31, 2003 as
compared to $373,000 for the same period last year, a decrease of 14.5%. This
decrease is related to carrying, on average, $3.0 million lower debt balances
and also to interest rate decreases. The interest rate on the Company's primary
financing facility was lower in the three months ended January 31, 2003 as
compared to the three months ended January 31, 2002 as a result of the November
1, 2002 decrease in the interest rate on the credit facility to prime plus .5%
from prime plus 1.0% and a period over period decrease in the prime rate which
ranged from 4.75% down to 4.25% during the three month period ended January 31,
2003 and from 5.50% down to 4.75% for the three month period ended January 31,
2002.

INCOME TAXES

The effective tax rates for the three month periods ended January 31, 2003 and
2002 were 38.7% and 37.0%, respectively.

NET INCOME (LOSS)

Net income increased by $626,000 for the three month period ended January 31,
2003 as compared to the same period last year.

Six Months Ended January 31, 2003

SALES AND MARGIN

Total net sales increased by 16.3% for the six months ended January 31, 2003 as
compared to the same period last year while total unit sales increased by 43.1%.
The gross profit margin increased to 36.3% as compared to 31.9% for the same
period last year.

Sales of non-original equipment SONAR and combination SONAR/GPS navigation units
increased 19.9% for the six months ended January 31, 2003 as compared to the
same period last year while unit sales increased 53.2%. Gross profit on
non-original equipment SONAR and combination SONAR/GPS navigation units
increased 18.9% as compared to the same period last year. Sales and gross margin
increased at a slower rate than unit sales because the bulk of the increases
were in the low and mid price points of both the Lowrance and Eagle product
lines. In addition, during the second quarter the Company introduced its first
$79 retail price point unit, the Cuda 128. This unit represented 21.8% of the
total sales dollar increase and 26.7% of the total unit sales increase for the
six month period ended January 31, 2003 as compared to January 31, 2002. The
gross profit margin for non-original equipment SONAR and combination SONAR/GPS
navigation units was 38.9% for the six months ended January 31, 2003 as compared
to 39.2% for the same period last year.

Stand-alone GPS navigation sales increased 4.4% for the six months ended January
31, 2003 compared to the same period last year while unit sales decreased 6.3%.
The sales increase reflects the shift in product mix towards the higher priced,
higher margin gimbal mount units. Gross profit on GPS navigation units increased
by 596.2% for the six months ended January 31, 2003 compared to the same period
last year. Gross profit for the six month period ended January 31, 2002 was
negatively impacted by a hand-held GPS unit promotion. There were no similar
promotions involving GPS units during the six month period ended January 31,
2003. In addition, the gross margin increase reflects a shift in product mix
towards the higher priced, higher margin gimbal mount units.

Accessory sales increased 5.8% for the six months ended January 31, 2003 as
compared to the same period last year, while gross profit on these sales
decreased by 4.5% as a result of accessory promotions.

Original equipment (OEM) SONAR sales to boat manufacturers increased 28.9% on a
26.0% unit increase as compared to the same period last year. The original
equipment market is continuing to improve from the

11

major decrease in boat sales that occurred as a result of the general economic
downturn last year. Original equipment SONAR sales were 5.2% of total net sales
as compared to 4.7% last year. Gross profit on OEM units increased by 29.6%
period over period. Gross profit on OEM units was 2.7% of total gross profit for
both six month periods ended January 31, 2003 and January 31, 2002.

OPERATING EXPENSES AND INCOME

Operating expenses increased by $1.4 million for the six months ended January
31, 2003 as compared to the same period last year, an increase of 12.4%.

The 8.4% increase in selling and administrative expenses is due to increased
advertising and marketing efforts focused on new products and also to insurance
cost increases. The increase in research and development expense relates to new
product design. The Company announced 25 new products for fiscal 2003 which are
more than double its fiscal 2002 new product introductions.

The operating loss decreased by $1.5 million for the six months ended January
31, 2003 as compared to the same period last year.

INTEREST EXPENSE

Interest expense was $520,000 for the six months ended January 31, 2003 as
compared to $761,000 for the same period last year, a decrease of 31.7%. This
decrease is related to carrying, on average, $2.0 million lower inventories and
$5.0 million lower debt balances, in addition to interest rate decreases. The
interest rate on the Company's primary financing facility was lower in the six
months ended January 31, 2003 as compared to the six months ended January 31,
2002 as a result of a period over period decrease in the prime rate which ranged
from 4.75% down to 4.25% during the six month period ended January 31, 2003 and
from 6.75% down to 4.75% for the six month period ended January 31, 2002.

INCOME TAXES

The effective tax rates for the six month period ended January 31, 2003 and 2002
were 38.1% and 37.0%, respectively.

NET LOSS

The net loss for the six month period ended January 31, 2003 decreased by
$1,081,000 as compared to the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are cash flows from operations, a
$26.5 million line of credit and lease financing. The line of credit includes a
borrowing base of 85% of qualifying accounts receivable, 30% of qualifying raw
material inventory and 60% of qualifying finished goods inventory with
borrowings from inventories limited to $13 million. At January 31, 2003, the
Company had $2.0 million available under the revolving credit line.

The Company has an overall $33.9 million financing facility consisting of the
revolving credit line discussed above and $7.4 million in term loans. At January
31, 2003, the term loans had a remaining balance of $1.9 million.

The Company was in compliance with all loan covenants at January 31, 2003.

During November 2002 the Company amended its financing facility. This amendment
extended the term of the agreement for the revolving credit line and term loans
from December 31, 2003 to December 31, 2005. Significant provisions of the
amendment include changes in certain financial covenants, the lowering of the
interest rate from prime plus 1.0% to prime plus .5% on all loans under the
facility and the addition of LIBOR

12

based interest rate options. In addition, the amendment allows for a permanent
$1.5 million seasonal overadvance facility.

Cash flows used in operations were ($8.9 million) for the six months ended
January 31, 2003 as compared to ($492,000) for the same period last year.
Inventories at July 31, 2002, the beginning of the six month period, were $12.1
million, or 35.6% lower than inventories at July 31, 2001. Inventories increased
by $6.6 million during the six month period ended January 31, 2003 which was the
primary factor in the change in operating cash flow compared to the six months
ended January 31, 2002. The increase in inventories in the first six months of
the year is historically more representative of the seasonal nature of the
Company's operations. Operating cash flows were utilized to fund capital
expenditures of $967,000. An additional $492,000 of capital expenditures was
funded by capital lease borrowings.

Inventories as of January 31, 2003 were 4.9% higher than January 31, 2002.
Inventory on hand at February 28, 2003 for products the Company discontinued
during fiscal 2003 was $699,000; inventory of those specific products amounted
to $3.4 million at July 31, 2002. All discontinued inventories are carried at
cost, which management believes to be lower than expected realizable value. The
Company expects the remaining inventory of discontinued products to be sold by
the end of fiscal 2003. Management monitors all inventories via various
inventory control and review processes which include, but are not limited to,
forecast review and inventory reduction meetings, graphical presentations and
forecast versus inventory status reports. Management believes these processes
are adequate.

Demand for the Company's products is seasonal. The Company utilizes the
revolving line of credit to address its seasonal liquidity needs. Management
believes the sources of liquidity discussed above are adequate to satisfy the
Company's current working capital and capital equipment needs.

NEW ACCOUNTING STANDARD

In November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45").
This interpretation elaborates on the disclosures to be made by a guarantor in
its financial statements about its obligations under certain guarantees,
including product warranties, that it has issued. It also requires a guarantor
to recognize, at the inception of a guarantee, a liability for the fair value of
the obligations it has undertaken in issuing the guarantee. The initial
recognition and initial measurement provisions of the interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements are effective for financial
statements of interim or annual periods ending after December 15, 2002. The
adoption of FIN 45 did not impact the Company's financial position or results of
operations.

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 and
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
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 assumptions, 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
Reform Act of 1995.

13

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 Financial performance and cash flow from operations in fiscal
2003 are based on attaining current projections.

o Production delays due to raw material shortages or unforeseen
competitive pressures could have a materially 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" of the Company's most recent Form 10-K could have
an adverse effect on expected results for fiscal 2003.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 condensed
consolidated financial statements for details on the Company's long-term debt. A
..5% increase in the prime rate for the six months ended January 31, 2003 would
have had a negative after-tax impact of approximately $16,000.

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 U.S. dollars. Although fluctuations
have occurred in the Mexican peso, the Canadian dollar and the Australian
dollar, such fluctuations have not historically 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.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Controls and Procedures - Within 90 days prior
to the filing of this report, under the supervision and with
the participation of the Company's management, including the
Company's Chief Executive Officer (CEO) and Chief Financial
Officer (CFO), an evaluation of the effectiveness of the
Company's disclosure controls and procedures was performed.
Based on this evaluation, the CEO and CFO have concluded that
the Company's disclosure controls and procedures are effective
to ensure that material information is recorded, processed,
summarized and reported by management of the Company on a
timely basis in order to comply with the Company's disclosure
obligations under the Securities Exchange Act of 1934 and the
SEC rules thereunder.

(b) Changes in Internal Controls - There were no significant
changes in the Company's internal controls or in other factors
that could significantly affect these controls subsequent to
the date of the evaluation.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable

14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable

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

On December 10, 2002, the Company's Annual Meeting of Stockholders was held. The
matters presented to Stockholders and voted on at the meeting, and the results
thereof, are as follows:

A. The Company's Stockholders elected the following Class I Director for a
three-year term. The voting results were as follows:

B. The Company's Stockholders ratified the appointment of Deloitte and
Touche LLP as the Company's independent accountants for the fiscal year
ending July 31, 2003. The voting results were as follows:

C. The Company's Stockholders approved the proposal to amend the
Certificate of Incorporation of Lowrance Electronics, Inc. to eliminate
(i) authorized shares of Preferred Stock, (ii) provisions relating to
separate classes of directors, and (iii) all sixty-three and one-third
percent (63 1/3%) shareholder voting requirements, and the filing of a
Restated Certificate of Incorporation. The voting results were as
follows:

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a.) The exhibits listed on the following Exhibit Index are filed
as part of this Report. Exhibits required by Item 601 of
Regulation S-K, but which are not listed below, are
inapplicable.

Exhibit Index:

3.1 Restated Certificate of Incorporation of Lowrance
Electronics, Inc., previously filed as Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q dated
October 31, 2002, 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 Quarterly Report on Form
10-Q dated October 31, 2002, 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.

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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.

10.2 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.

10.13 Loan and Security Agreement dated December 15, 1993, by
the Company in favor of Barclays Business Credit, Inc.,
previously filed as Exhibit 10.13 to the Company's 1994
Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.14 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.15 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.16 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.17 to the
Company's 1995 Annual Report on Form 10-K, 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, previously filed as Exhibit 10.18 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly 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.

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,

16

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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.22 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.23 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.24 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.25 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.26 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.27 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.28 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.29 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.30 to the
Company's 1998 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.31 Eleventh Amendment to Loan and Security Agreement dated
March 14, 2000, by and between the Company and Fleet
Capital, previously filed as Exhibit 10.31 to the
Company's 2000 Annual Report on Form 10-K, 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.

17

10.33 Employment Agreement for Douglas J. Townsdin, dated as
of April 7, 2000, previously filed as Exhibit 10.33 to
the Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.34 Employment Agreement for Bob G. Callaway, dated as of
March 27, 2000, previously filed as Exhibit 10.34 to the
Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.35 Employment Agreement for Mark C. McQuown, dated as of
April 7, 2000, previously filed as Exhibit 10.35 to the
Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.36 Employment Agreement for Jane M. Kaiser, dated as of
April 7, 2000, previously filed as Exhibit 10.36 to the
Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

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,
previously filed as Exhibit 10.37 to the Company's 2001
Annual Report on Form 10-K, which is incorporated herein
by reference thereto.

10.38 2001 Stock Option Plan of the Company, filed as Exhibit
A to the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on December 11, 2001,
previously filed as Exhibit 10.38 to the Company's 2001
Annual Report on Form 10-K, which is incorporated herein
by reference thereto.

10.39 NonQualified Stock Option Agreement between the Company
and Ron G. Weber dated July 25, 2001, previously filed
as Exhibit 10.39 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.40 Incentive Stock Option Agreement between the Company and
Ron G. Weber dated July 25, 2001, previously filed as
Exhibit 10.40 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.41 Incentive Stock Option Agreement between the Company and
Douglas Townsdin dated October 4, 2001, previously filed
as Exhibit 10.41 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.42 Incentive Stock Option Agreement between the Company and
Bob G. Callaway dated July 25, 2001, previously filed as
Exhibit 10.42 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.43 Incentive Stock Option Agreement between the Company and
Mark McQuown dated July 25, 2001, previously filed as
Exhibit 10.43 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.44 Incentive Stock Option Agreement between the Company and
Jane M. Kaiser dated July 25, 2001, previously filed as
Exhibit 10.44 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.45 Thirteenth Amendment to Loan and Security Agreement
dated October 19, 2001, by and between the Company and
Fleet Capital, previously filed as Exhibit

18

10.45 to the Company's Quarterly Report on Form 10-Q
dated October 31, 2001, which is incorporated herein by
reference thereto.

10.46 Fourteen Amendment to Loan and Security Agreement dated
March 11, 2002, by and between the Company and Fleet
Capital, previously filed as Exhibit 10.46 to the
Company's 2002 Quarterly Report on Form 10-Q dated
January 31, 2002, which is incorporated herein by
reference thereto.

10.47 Fifteenth Amendment to Loan and Security Agreement dated
November 26, 2002, by and between the Company and Fleet
Capital, previously filed as Exhibit 10.47 to the
Company's 2003 Quarterly Report on Form 10-Q dated
October 31, 2002, which is incorporated herein by
reference thereto.

22.13 Subsidiaries of the Company as of July 31, 2001,
previously filed as Exhibit 22.13 to the Company's 2001
Annual Report on Form 10-K, which is incorporated herein
by reference thereto.

99.1 Certification of Periodic Financial Report Pursuant to
18 U.S.C. Section 1350, executed by Darrell J. Lowrance,
President and Chief Executive Officer of Lowrance
Electronics, Inc. and Douglas J. Townsdin, Vice
President of Finance and Chief Financial Officer of
Lowrance Electronics, Inc., filed herewith.

(b.) Reports on Form 8-K.

None

19

SIGNATURES

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

LOWRANCE ELECTRONICS, INC.

DATE: March 13, 2003 BY: /s/ Darrell J. Lowrance
-------------- -------------------------------------
Darrell J. Lowrance,
President and Chief Executive Officer
(Principal Executive Officer)

DATE: March 13, 2003 BY: /s/ Douglas J. Townsdin
-------------- -------------------------------------
Douglas J. Townsdin
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer)

20

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, Darrell J. Lowrance, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lowrance
Electronics, Inc.;

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

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

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

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

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

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

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

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

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

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

Dated: March 13, 2003

/s/ Darrell J. Lowrance
-------------------------------------
Darrell J. Lowrance
President and Chief Executive Officer

21

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Douglas J. Townsdin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Lowrance
Electronics, Inc.;

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

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

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

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

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

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

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

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

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

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

Dated: March 13, 2003

/s/ Douglas J. Townsdin
---------------------------
Douglas J. Townsdin
Vice President of Finance
and Chief Financial Officer

22

INDEX TO EXHIBITS

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.

10.2 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.

10.13 Loan and Security Agreement dated December 15, 1993, by
the Company in favor of Barclays Business Credit, Inc.,
previously filed as Exhibit 10.13 to the Company's 1994
Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.14 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.15 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.16 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly Barclays Business Credit,
Inc.), previously filed as Exhibit 10.17 to the
Company's 1995 Annual Report on Form 10-K, 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, previously filed as Exhibit 10.18 to the
Company's 1995 Annual Report on Form 10-K, 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 (formerly 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.

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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.22 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.23 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.24 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.25 to the
Company's 1997 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.26 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.27 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.28 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.29 to the
Company's 1998 Annual Report on Form 10-K, 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 (formerly Shawmut Capital
Corporation), previously filed as Exhibit 10.30 to the
Company's 1998 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.31 Eleventh Amendment to Loan and Security Agreement dated
March 14, 2000, by and between the Company and Fleet
Capital, previously filed as Exhibit 10.31 to the
Company's 2000 Annual Report on Form 10-K, 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, previously filed as Exhibit 10.33 to
the Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.34 Employment Agreement for Bob G. Callaway, dated as of
March 27, 2000, previously filed as Exhibit 10.34 to the
Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.35 Employment Agreement for Mark C. McQuown, dated as of
April 7, 2000, previously filed as Exhibit 10.35 to the
Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

10.36 Employment Agreement for Jane M. Kaiser, dated as of
April 7, 2000, previously filed as Exhibit 10.36 to the
Company's 2001 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.

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,
previously filed as Exhibit 10.37 to the Company's 2001
Annual Report on Form 10-K, which is incorporated herein
by reference thereto.

10.38 2001 Stock Option Plan of the Company, filed as Exhibit A to
the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on December 11, 2001, previously
filed as Exhibit 10.38 to the Company's 2001 Annual
Report on Form 10-K, which is incorporated herein by
reference thereto.

10.39 NonQualified Stock Option Agreement between the Company
and Ron G. Weber dated July 25, 2001, previously filed
as Exhibit 10.39 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.40 Incentive Stock Option Agreement between the Company and
Ron G. Weber dated July 25, 2001, previously filed as
Exhibit 10.40 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.41 Incentive Stock Option Agreement between the Company and
Douglas Townsdin dated October 4, 2001, previously filed
as Exhibit 10.41 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.42 Incentive Stock Option Agreement between the Company and
Bob G. Callaway dated July 25, 2001, previously filed as
Exhibit 10.42 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.43 Incentive Stock Option Agreement between the Company and
Mark McQuown dated July 25, 2001, previously filed as
Exhibit 10.43 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.44 Incentive Stock Option Agreement between the Company and
Jane M. Kaiser dated July 25, 2001, previously filed as
Exhibit 10.44 to the Company's 2001 Annual Report on
Form 10-K, which is incorporated herein by reference
thereto.

10.45 Thirteenth Amendment to Loan and Security Agreement
dated October 19, 2001, by and between the Company and
Fleet Capital, previously filed as Exhibit

10.45 to the Company's Quarterly Report on Form 10-Q
dated October 31, 2001, which is incorporated herein by
reference thereto.

10.46 Fourteen Amendment to Loan and Security Agreement dated
March 11, 2002, by and between the Company and Fleet
Capital, previously filed as Exhibit 10.46 to the
Company's 2002 Quarterly Report on Form 10-Q dated
January 31, 2002, which is incorporated herein by
reference thereto.

10.47 Fifteenth Amendment to Loan and Security Agreement dated
November 26, 2002, by and between the Company and Fleet
Capital, previously filed as Exhibit 10.47 to the
Company's 2003 Quarterly Report on Form 10-Q dated
October 31, 2002, which is incorporated herein by
reference thereto.

22.13 Subsidiaries of the Company as of July 31, 2001,
previously filed as Exhibit 22.13 to the Company's 2001
Annual Report on Form 10-K, which is incorporated herein
by reference thereto.

99.1 Certification of Periodic Financial Report Pursuant to
18 U.S.C. Section 1350, executed by Darrell J. Lowrance,
President and Chief Executive Officer of Lowrance
Electronics, Inc. and Douglas J. Townsdin, Vice
President of Finance and Chief Financial Officer of
Lowrance Electronics, Inc., filed herewith.