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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
- --------------------------------------------------------------------------------
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2003
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
- --------------------------------------------------------------------------------
Commission File Number: 0-15240
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
----------------------------------------
(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 October 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
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Balance Sheets -
October 31, 2003 and 2002, and July 31, 2003............................. 3
Condensed Consolidated Statements of Operations and Comprehensive Income -
Three Months Ended October 31, 2003 and 2002............................. 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended October 31, 2003 and 2002............................. 5
Notes to Condensed Consolidated Financial Statements......................... 6-8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............................ 9-11
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk .................. 11
ITEM 4. Controls and Procedures ..................................................... 11
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings............................................................ 11
ITEM 2. Changes in Securities........................................................ 11
ITEM 3. Defaults Upon Senior Securities.............................................. 11
ITEM 4. Submission of Matters to a Vote of Security Holders.......................... 11
ITEM 5. Other Information............................................................ 11
ITEM 6. Exhibits and Reports on Form 8-K............................................. 11-15
SIGNATURES .................................................................... 16
-2-
LOWRANCE ELECTRONICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
Oct. 31, Oct. 31, July 31,
2003 2002 2003
------------ ------------ ------------
(in thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,010 $ 634 $ 1,206
Trade accounts receivable, less allowances 6,284 4,966 8,431
Inventories 17,392 14,859 15,941
Current deferred income taxes 835 1,006 894
Prepaid expenses 2,659 1,115 1,290
------------ ------------ ------------
Total current assets 28,180 22,580 27,762
PROPERTY, PLANT, AND EQUIPMENT, net 8,146 7,133 7,593
OTHER ASSETS 62 49 62
DEFERRED INCOME TAXES -- 1,757 --
------------ ------------ ------------
$ 36,388 $ 31,519 $ 35,417
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 2,012 $ 1,780 $ 2,061
Accounts payable 4,859 4,049 2,951
Accrued liabilities:
Compensation and benefits 2,180 2,360 2,704
Product costs 983 808 1,004
Other 1,773 841 893
------------ ------------ ------------
Total current liabilities 11,807 9,838 9,613
LONG-TERM DEBT, less current
maturities 6,824 8,720 5,825
DEFERRED INCOME TAXES 542 -- 430
STOCKHOLDERS' EQUITY:
Common stock, $.10 par value, 10,000,000 shares
authorized; 3,761,196 shares issued and outstanding 377 377 377
Paid-in capital 7,073 7,073 7,073
Retained earnings 9,635 5,769 12,132
Accumulated other comprehensive loss 130 (258) (33)
------------ ------------ ------------
Total stockholders' equity 17,215 12,961 19,549
------------ ------------ ------------
$ 36,388 $ 31,519 $ 35,417
============ ============ ============
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)
Three Months Ended
----------------------------
Oct. 31, Oct. 31,
2003 2002
------------ ------------
(in thousands, except per share amounts)
NET SALES $ 14,036 $ 11,155
COST OF SALES 8,984 7,032
------------ ------------
Gross profit 5,052 4,123
OPERATING EXPENSES:
Selling and administrative 5,831 5,160
Research and development 1,230 1,050
------------ ------------
Total operating expenses 7,061 6,210
------------ ------------
Operating loss (2,009) (2,087)
------------ ------------
OTHER EXPENSES:
Interest expense 206 201
Other, net 137 36
------------ ------------
Total other expenses 343 237
------------ ------------
LOSS BEFORE INCOME TAXES (2,352) (2,324)
BENEFIT FOR INCOME TAXES (795) (892)
------------ ------------
NET LOSS $ (1,557) $ (1,432)
============ ============
NET LOSS PER COMMON SHARE:
Basic $ (.41) $ (.38)
============ ============
Diluted $ (.41) $ (.38)
============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic 3,761 3,761
============ ============
Diluted 3,761 3,761
============ ============
DIVIDENDS $ 940 $ --
============ ============
OTHER COMPREHENSIVE LOSS NET OF TAX:
NET LOSS $ (1,557) $ (1,432)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT 163 34
------------ ------------
COMPREHENSIVE LOSS $ (1,394) $ (1,398)
============ ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
LOWRANCE ELECTRONICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
----------------------------
Oct. 31 Oct. 31
2003 2002
------------ ------------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,557) $ (1,432)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 633 595
Gain on sale of fixed assets (4) --
Deferred income taxes 171 (894)
Changes in operating assets and liabilities:
(Increase)decrease in trade accounts receivable 2,147 2,729
(Increase)decrease in inventories (1,451) (2,729)
(Increase)decrease in prepaids and other assets (1,369) (103)
Increase (decrease) in accounts payable and
accrued liabilities 2,243 (345)
------------ ------------
Net cash provided by (used in) operating activities 813 (2,179)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (374) (498)
Proceeds from sale of property, plant and equipment 4 --
------------ ------------
Net cash used in investing activities (370) (498)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under line of credit 16,114 16,252
Repayments of borrowings under line of credit (15,477) (13,414)
Dividend payment (940) --
Principal payments on term loan and capital
lease obligations (499) (464)
------------ ------------
Net cash provided by (used in) financing activities (802) 2,374
Effect of exchange rate changes on cash 163 34
------------ ------------
Net decrease in cash and cash equivalents (196) (269)
CASH AND CASH EQUIVALENTS - beginning of period 1,206 903
------------ ------------
CASH AND CASH EQUIVALENTS - end of period $ 1,010 $ 634
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 206 $ 201
Income taxes 6 9
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Capital expenditures funded by capital lease borrowings $ 812 $ 126
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
LOWRANCE ELECTRONICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTH PERIODS ENDED OCTOBER 31, 2003 AND 2002
(Unaudited)
(1) PRINCIPLES OF PREPARATION
The financial statements subsequent to July 31, 2003 and with respect
to the interim three month periods ended October 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 three months
ended October 31, 2003, are the same as those outlined in the Annual
Report on Form 10-K filed relative to the year ended July 31, 2003. 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, 2003 filed with the Securities and Exchange Commission on Form
10-K.
Certain reclassifications have been made to the October 31, 2002
financial statements to conform to the classifications used for the
period ended October 31, 2003.
(2) INVENTORIES
Inventories are priced at the lower of cost (first-in, first-out) or
market and consist of the following:
Oct. 31, Oct. 31, July 31,
2003 2002 2003
---------- ---------- ----------
(in thousands)
Raw materials $ 6,045 $ 4,105 $ 4,290
Work-in-process 4,036 2,838 2,608
Finished goods 8,128 8,602 9,598
Reserves (817) (687) (555)
---------- ---------- ----------
Total inventories $ 17,392 $ 14,859 $ 15,941
========== ========== ==========
Discontinued finished goods inventory attributable to fiscal 2002
product decisions was approximately $46,000 at October 31, 2003 as
compared to $156,000 at July 31, 2003. Inventory on hand at October 31,
2003 for products the Company expects to discontinue during fiscal 2004
was $262,000 as compared to $723,000 at July 31, 2003. All discontinued
finished goods 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
during fiscal 2004.
-6-
(3) PRODUCT WARRANTIES
The following represents a tabular presentation of the changes in the
Company's aggregate product warranty liability for the three-month
reporting period.
Three Months Ended
------------------------
Oct. 31, Oct. 31,
2003 2002
---------- ----------
(in thousands)
Beginning balance $ 1,004 $ 720
Warranty cost incurred (580) (480)
New warranties issued 550 523
Change in beginning of period estimate 9 45
---------- ----------
Ending balance $ 983 $ 808
========== ==========
(4) LONG-TERM DEBT AND REVOLVING CREDIT LINE
Long-term debt and the revolving credit line are summarized below:
Oct. 31, Oct. 31, July 31,
2003 2002 2003
---------- ---------- ----------
(in thousands)
Revolving credit line $ 5,146 $ 6,770 $ 4,509
Term loan 990 2,228 1,300
Capitalized equipment lease obligations,
payable in monthly installments of approximately $126,000
including interest at rates from 3.9% to 10.0%, with final
payments ranging from September 2004 through June 2008 2,700 1,502 2,077
---------- ---------- ----------
8,836 10,500 7,886
Less - current maturities 2,012 1,780 2,061
---------- ---------- ----------
Total long-term debt $ 6,824 $ 8,720 $ 5,825
========== ========== ==========
At October 31, 2003, the Company's financing facility consisted of $7.4
million in term loans and a $26.5 million revolving credit line. At
October 31, 2003 the term loans had a remaining balance of $990,000.
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. The interest rate on the financing facility is prime
plus .5%, which was 4.5% as of October 31, 2003. The Company had $3.6
million available under the revolving credit line at October 31, 2003.
The Company was in compliance with all debt covenants at October 31,
2003.
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.
-7-
(5) OPERATING SEGMENT INFORMATION
The Company does not 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 included in the Company's 2003 Annual
Report on Form 10-K. There are no significant long-lived assets in any
foreign country other than Mexico.
(6) EARNINGS PER SHARE
Basic and diluted earnings per share is calculated as follows:
INCOME SHARES PER-SHARE
(NUMERATOR) DENOMINATOR AMOUNT
------------ ------------ ------------
FOR THE THREE MONTHS ENDED OCTOBER 31, 2003
BASIC EPS
Net Income (loss) available to common
stockholders $ (1,557,000) 3,761,196 $ (0.41)
------------
EFFECT OF DILUTIVE SECURITIES
2001 Stock Option Plan Options (a) -- --
------------ ------------
DILUTED EPS
Net Income(loss) available to common
stockholders + assumed conversions $ (1,557,000) 3,761,196 $ (0.41)
------------ ------------ ------------
FOR THE THREE MONTHS ENDED OCTOBER 31, 2002
BASIC EPS
Net Income(loss) available to common
stockholders $ (1,432,000) 3,761,196 $ (0.38)
------------
EFFECT OF DILUTIVE SECURITIES
2001 Stock Option Plan Options (a) -- --
------------ ------------
DILUTED EPS
Net Income(loss) available to common
stockholders + assumed conversions $ (1,432,000) 3,761,196 $ (0.38)
------------ ------------ ------------
(a) The 2001 Stock Option Plan options are not included as they are
anti-dilutive.
-8-
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS - THREE MONTHS ENDED OCTOBER 31, 2003
SALES AND MARGIN
Total net sales increased by $2.9 million, or 25.8%, for the three months ended
October 31, 2003, as compared to the same period last year, on a 29.4% increase
in unit sales. This year over year increase in sales is due primarily to the new
products introduced during the second, third and fourth quarters of fiscal 2003.
The gross profit margin increased by $929,000, or 22.5%, for the three months
ended October 31, 2003 as compared to the same period last year. The gross
margin percentage decreased to 36.0% as compared to 37.0% last year as a result
of a significant increase in year over year sales attributable to the Company's
new high volume, lower margin, $79 price point unit, introduced during the
second quarter of fiscal 2003.
OPERATING EXPENSES AND INCOME
Operating expenses increased by $851,000, or 13.7%, during the three months
ended October 31, 2003 compared to the same period last year. Operating expenses
as a percentage of sales decreased to 50.3% from 55.7% during the three months
ended October 31, 2003 and 2002, respectively.
During the three months ended October 31, 2003, selling and administrative
expense increased by $671,000, or 13.0%, over the previous year due to increased
year over year sales and also to increased selling, advertising and marketing
efforts focused on the new products.
Research and development expense increased by $180,000 for the first three
months of fiscal 2003 as compared to fiscal 2002 due primarily to staffing
increases. As of October 31, 2003, the Company had eight additional personnel as
compared to the same period last year.
The operating loss decreased by $78,000, or 3.7%, for the three months ended
October 31, 2003 as compared to the same period last year.
INTEREST EXPENSE
Interest expense for the three months ended October 31, 2003 was flat compared
to the previous year and decreased as a percentage of sales to 1.5% from 1.8%
year over year. For the three months ended October 31, 2003 as compared to prior
year, the Company carried, on average, $1.3 million in lower overall debt
balances. Capital equipment leases carrying higher interest rates comprised
28.8% of total average debt for the period as compared to 16.8% last year.
Interest on additional capital equipment purchases offset year over year
interest rate decreases in the prime rate and the effect of the lower overall
average debt balance. The interest rate on the Company's primary financing
facility was 4.5% for the three months ended October 31, 2003 as compared to
5.25% for the same period last year. The prime rate was 4.0% and 4.75% for the
three months ended October 31, 2003 and 2002, respectively.
INCOME TAXES
The effective tax rates were 33.8% and 38.4%, respectively, for the three months
ended October 31, 2003 and 2002. The effective tax rates differ from the
statutory rates due to the impact of foreign taxes, the U.S. treatment of
foreign operations, state taxes and permanent differences in the treatment of
items from an income tax versus financial reporting perspective.
-9-
NET LOSS
The net loss for the three months ended October 31, 2003 and 2002 was $1.6
million and $1.4 million, respectively.
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 material inventory and 60% of qualifying finished goods inventory
with borrowings from inventories limited to $13 million. At October 31, 2003,
the Company had $3.6 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 October
31, 2003, the term loans had a remaining balance of $990,000 with required
monthly payments of $103,000 plus interest.
The Company was in compliance with all loan covenants at October 31, 2003.
Cash flows from operations were $813,000 for the three months ended October 31,
2003 as compared to cash flows used in operations of $2.2 million for the same
period last year. Operating cash flows were utilized to fund capital
expenditures of $374,000 and pay cash dividends of $940,000 to shareholders. An
additional $812,000 in capital expenditures was funded by capital lease
borrowings.
Discontinued finished goods inventory attributable to fiscal 2002 product
decisions was approximately $46,000 at October 31, 2003 as compared to $156,000
at July 31, 2003. Inventory on hand at October 31, 2003 for products the Company
expects to discontinue during fiscal 2004 was $262,000 as compared to $723,000
at July 31, 2003. 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 during
fiscal 2004. 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 credit line 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.
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.
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:
-10-
o Financial performance and cash flow from operations in fiscal 2004 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 2004.
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 4 to the condensed
consolidated financial statements for details on the Company's long-term debt. A
..5% increase in the prime rate for the three months ended October 31, 2003 would
have had a negative after-tax impact on earnings of approximately $18,000.
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
The Principal Executive Officer and the Principal Financial Officer evaluated
the Company's disclosure controls and procedures in accordance with Rule 13a-15
of the Exchange Act and found those disclosure controls and procedures to be
effective.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
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.
-11-
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 2003 Report on Form 10-K, 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 herein 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.
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
-12-
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.
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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, 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, 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, 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, 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 Amended and Restated 2001 Stock Option Plan of the Company,
previously filed as Exhibit 10.38 to the Company's 2003 Annual
Report on Form 10-K, which is incorporated herein by reference
thereto.
10.39 Amended and Restated NonQualified Stock Option Agreement between
the Company and Ron G. Weber dated July 18, 2003, previously filed
as Exhibit 10.39 to the Company's 2003 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
10.40 Amended and Restated Incentive Stock Option Agreement between the
Company and Ron G. Weber dated July 18, 2003, previously filed as
Exhibit 10.40 to the Company's 2003 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
10.41 Amended and Restated Incentive Stock Option Agreement between the
Company and Douglas Townsdin dated July 18, 2003, previously filed
as Exhibit 10.41 to the Company's 2003 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
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10.42 Amended and Restated Incentive Stock Option Agreement between the
Company and Bob G. Callaway dated July 18, 2003, previously filed
as Exhibit 10.42 to the Company's 2003 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
10.43 Amended and Restated Incentive Stock Option Agreement between the
Company and Mark McQuown dated July 18, 2003, previously filed as
Exhibit 10.43 to the Company's 2003 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
10.44 Amended and Restated Incentive Stock Option Agreement between the
Company and Jane M. Kaiser dated July 18, 2003, previously filed
as Exhibit 10.44 to the Company's 2003 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 Fourteenth 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.
10.48 Letter agreement dated September 10, 2003 by and between the
Company and Fleet Capital, previously filed as Exhibit 10.48 to
the Company's 2003 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
14.0 Code of Ethics, previously filed as Exhibit 14.0 to the Company's
2003 Annual Report on Form 10-K, 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.
31.1 Certification of the Principal Executive Officer, pursuant to
Exchange Act Rules 13a-14 and 15d-14, executed by Darrell J.
Lowrance, President and Chief Executive Officer of Lowrance
Electronics, Inc., filed herewith.
31.2 Certification of the Principal Financial Officer, pursuant to
Exchange Act Rules 13a-14 and 15d-14, executed by Douglas J.
Townsdin, Vice President of Finance and Chief Financial Officer of
Lowrance Electronics, Inc., filed herewith.
32.1 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:
On October 24, 2003, the Company filed a Form 8-K with the SEC
regarding its press release of October 21, 2003, which announced its
financial results for the fiscal year ended July 31, 2003. A copy of
this press release was furnished as an exhibit to this report on Form
8-K.
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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: November 26, 2003 BY: /s/ Darrell J. Lowrance
----------------- ---------------------------
Darrell J. Lowrance,
President and Chief Executive Officer
(Principal Executive Officer)
DATE: November 26, 2003 BY: /s/ Douglas J. Townsdin
----------------- ---------------------------
Douglas J. Townsdin
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer)
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