<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
-----
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2000
_____ 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: 33-9464
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
----- _____
At October 31, 2000, there were 3,768,796 shares of Registrant's $0.10 par value
Common Stock outstanding.
<PAGE>
LOWRANCE ELECTRONICS, INC.
--------------------------
FORM 10-Q
---------
INDEX
-----
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Balance Sheets -
October 31, 2000 and 1999, and July 31, 2000................................... 3
Consolidated Statements of Operations and Comprehensive Income -
Three Months Ended October 31, 2000 and 1999................................... 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended October 31, 2000 and 1999................................... 5
Notes to Condensed Consolidated Financial Statements................................ 6 - 8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................. 9-10
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.................................................... 11-14
SIGNATURES.................................................................................... 15
</TABLE>
-2-
<PAGE>
LOWRANCE ELECTRONICS, INC.
--------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Oct. 31, Oct. 31, July 31,
2000 1999 2000
------------- ------------- -----------
(in thousands)
<S> <C> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 781 $ 801 $ 589
Trade accounts receivable, less allowances 6,063 7,708 6,649
Inventories 13,730 13,386 11,277
Current deferred income taxes 1,386 1,214 774
Prepaid expenses 646 411 434
------- ------- -------
Total current assets 22,606 23,520 19,723
PROPERTY, PLANT, AND EQUIPMENT, net 7,126 7,846 7,240
OTHER ASSETS 186 209 186
DEFERRED INCOME TAXES 2,072 1,553 2,072
------- ------- -------
$31,990 $33,128 $29,221
======= ======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt $ 1,622 $ 2,589 $ 2,299
Accounts payable 4,680 3,383 2,958
Accrued liabilities 3,678 4,209 3,436
------- ------- -------
Total current liabilities 9,980 10,181 8,693
------- ------- -------
LONG-TERM DEBT, less current
maturities 11,178 14,696 8,573
------- ------- -------
SERIES "A" REDEEMABLE PREFERRED STOCK,
$.50 par value, 40,000 shares authorized and issued - - -
STOCKHOLDERS' EQUITY:
Preferred stock, 230,000 shares authorized, none issued - - -
Common stock, $.10 par value, 10,000,000 shares
authorized and 3,768,796 shares issued. 377 377 377
Paid-in capital 7,073 7,073 7,073
Retained earnings 3,759 1,048 4,801
Foreign currency translation adjustment (377) (247) (296)
------- ------- -------
Total stockholders' equity 10,832 8,251 11,955
------- ------- -------
$31,990 $33,128 $29,221
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
-3-
<PAGE>
LOWRANCE ELECTRONICS, INC.
--------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
--------------------------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
Oct. 31, Oct. 31,
2000 1999
-------- --------
(in thousands, except per share information)
<S> <C> <C>
NET SALES $12,644 $13,438
COST OF SALES 8,332 8,866
------- -------
Gross profit 4,312 4,572
OPERATING EXPENSES:
Selling and administrative 4,788 4,703
Severance and merger costs - 669
Research and development 788 700
------- -------
Total operating expenses 5,576 6,072
------- -------
Operating loss (1,264) (1,500)
------- -------
OTHER EXPENSES:
Interest expense 332 490
Other, net 58 42
------- -------
Total other expenses 390 532
------- -------
LOSS BEFORE INCOME TAXES (1,654) (2,032)
BENEFIT FOR INCOME TAXES (612) (752)
------- -------
NET LOSS $(1,042) $(1,280)
======= =======
NET LOSS PER COMMON SHARE:
Basic and diluted $(.28) $(.34)
======= =======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
Basic and diluted 3,769 3,769
======= =======
DIVIDENDS NONE NONE
======= =======
OTHER COMPREHENSIVE
LOSS NET OF TAX:
NET LOSS $(1,042) $(1,280)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT (81) 37
------- -------
COMPREHENSIVE LOSS $(1,123) $(1,243)
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
-4-
<PAGE>
LOWRANCE ELECTRONICS, INC.
--------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------
October 31, October 31,
2000 1999
----------- -----------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,042) $ (1,280)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 480 595
Foreign currency translation adjustment (81) 37
Changes in operating assets and liabilities:
(Increase)decrease in trade accounts receivable 586 3,756
(Increase)decrease in inventories (2,453) (38)
(Increase)decrease in prepaids, deferred
income taxes, and other assets (824) (670)
Increase (decrease) in liabilities and other 1,964 302
-------- --------
Net cash provided by (used in) operating activities (1,370) 2,702
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (366) (433)
-------- --------
Net cash used in investing activities (366) (433)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under revolving credit line 15,713 15,581
Repayments of borrowings under revolving credit line (12,804) (16,998)
Principal payments on term loans and capital
lease obligations (981) (508)
-------- --------
Net cash provided by (used in) financing activities 1,928 (1,925)
-------- --------
Net increase in cash and cash equivalents 192 344
CASH AND CASH EQUIVALENTS - beginning of period 589 457
-------- --------
CASH AND CASH EQUIVALENTS - end of period $ 781 $ 801
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
statements.
-5-
<PAGE>
LOWRANCE ELECTRONICS, INC.
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Unaudited)
(1) PRINCIPLES OF PREPARATION
The financial statements included herein 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, 2000, are the same as those outlined in the Annual
Report on Form 10-K filed relative to the year ended July 31, 2000. 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 filed with the Securities and Exchange Commission
on Form 10-K.
(2) BALANCE SHEET DETAIL
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,
2000 1999 2000
-------- -------- --------
(in thousands)
Raw materials $ 5,970 $ 4,324 $ 4,164
Work-in-process 1,994 2,147 1,023
Finished goods 7,284 8,148 7,547
Reserves (1,518) (1,233) (1,457)
------- ------- -------
Total inventories $13,730 $13,386 $11,277
======= ======= =======
Property, Plant, and Equipment, Net -
-----------------------------------
Land $ 557 $ 557 $ 557
Building and improvements 5,042 4,551 5,163
Machinery and equipment 25,873 25,585 25,434
Office furniture and equipment 3,743 3,568 3,695
-------- -------- --------
35,215 34,261 34,849
Less - accumulated depreciation (28,089) (26,415) (27,609)
-------- -------- --------
Net property, plant, and equipment $ 7,126 $ 7,846 $ 7,240
======== ======== ========
-6-
<PAGE>
(3) LONG-TERM DEBT AND REVOLVING CREDIT LINE
Long-term debt and revolving credit line are summarized below:
<TABLE>
<CAPTION>
Oct. 31, Oct. 31, July 31,
2000 1999 2000
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Revolving credit line $ 7,359 $ 9,264 $ 4,450
Term loan 4,704 5,942 5,013
Capitalized equipment lease obligations,
payable in monthly installments of approx-
imately $59,000 including interest at rates
from 7.9% to 10.4%, with final payments ranging
from November 2000 through December 2002 737 2,079 1,409
------- ------- -------
12,800 17,285 10,872
Less - current maturities 1,622 2,589 2,299
------- ------- -------
Total long-term debt $11,178 $14,696 $ 8,573
======= ======= =======
</TABLE>
Future maturities of the above debt obligations at October 31, 2000 are
$1.6 million, $1.5 million, $9.7 million, for the years ending October 31,
2001 through 2003, respectively.
At October 31, 2000, the Company had a $33.9 million financing package
which consisted of $7.4 million in term loans together with a $26.5 million
revolving credit line. The revolving credit line provides for borrowings up
to $26.5 million based on varying percentages of qualifying categories of
receivables and inventories. Borrowing against inventories is limited to
$13 million in total. At October 31, 2000, the Company had $.5 million
available under the revolving credit line.
The agreement requires, among other things, that the Company maintain a
minimum tangible net worth, limits the ratio of total liabilities to
tangible net worth and requires the Company to maintain a minimum fixed
charge ratio. Additionally, the agreement limits the amount of operating
leases, capital expenditures and capital leases. Violation of any of these
provisions, except for the fixed charge ratio, would constitute an event of
default, which, if not cured, would empower the lender to declare all
amounts immediately payable. Violation of the fixed charge ratio results in
an increase in the interest rate on the revolving credit line and term loan
of .5%. The agreement also contains a provision that in the event of a
defined change of ownership, the agreement may be terminated. The Company
was in compliance with all debt covenants at October 31, 2000. The terms of
the foregoing agreement include a commitment fee based on the unused
portion of the bank credit line in lieu of compensating balances.
During March 2000, the Company amended its financing package. This
amendment extended the term of the agreement from December 31, 2000 to
December 31, 2002 and includes a renewal option through December 31, 2003
assuming neither party terminates. Significant provisions of the amendment
include changes in certain financial covenants and the lowering of the
interest rate on the revolving credit line and term loan from prime plus
1.5% to prime plus .5% (10% as of October 31, 2000).
In October 2000, the Company amended its financing package. The amendment
allows for a temporary increase in the finished goods borrowing base under
the line of credit not to exceed $1.5 million. The amendment is in effect
until February 2001. As of October 31, 2000, the Company had not yet
borrowed funds under this amendment.
The Company's indebtedness is collateralized by substantially all of the
Company's assets.
-7-
<PAGE>
(4) CONSOLIDATED STATEMENTS OF CASH FLOWS
During the three months ended October 31, 2000, and October 31, 1999, the
Company paid interest of approximately $.3 million and $.5 million,
respectively.
(5) SEVERANCE AND MERGER COSTS
During the three months ended October 31, 1999, the Company recognized $.5
million in severance costs related to the tranferring of certain production
related jobs to the Company's Mexico manufacturing facility. The total
number of employees affected was 161. Severance costs for all identified
employees were fully accrued as of January 31, 2000. During the three
months ended October 31, 2000, the Company recognized no severance costs.
(6) FOOTNOTES INCORPORATED BY REFERENCE
Certain footnotes are applicable to the consolidated financial statements
but would be substantially unchanged from those presented on Form 10-K
filed with the Securities and Exchange Commission on October 18, 2000.
Accordingly, reference should be made to the Company's Annual Report filed
with the Securities and Exchange Commission on Form 10-K for the following:
Note Description
---- --------------------------------------------------------
1 Business and Summary of Significant Accounting Policies
4 Leases
5 Stockholders' Equity and Related Items
6 Retirement Plans
7 Income Taxes
-8-
<PAGE>
Part I, Item 2
--------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
---------------------
For the three months ended October 31, 2000, SONAR and combination SONAR/GPS
navigation sales dollars decreased 3.6% as compared to the same period last
year. SONAR and combination SONAR/GPS navigation unit sales decreased 2.1% year
over year. In July 2000, the Company introduced completely new, award winning
SONAR, GPS and combination SONAR/GPS navigation units. These products will begin
shipping in the second quarter and will sell in the premium price range. In
order to empty the distribution pipelines for these new products, the Company
began to phase-out the previous premium products, resulting in a sales decrease
of 11.8% in the first quarter of this year compared to the same quarter last
year.
One of the seven new premium price point products began shipping in November.
Sales for this one product were approximately $500,000 in November compared to
sales of approximately $190,000 in November of 1999 for the equivalent premium
price point, a 163% increase.
Stand-alone GPS navigation sales dollars decreased 19.3% from last year while
unit sales increased by 1.8%. During the first quarter of 1999, the mapping
portable GPS navigation units were offered as a bundled unit with major
accessories while in the current quarter these products were offered as
unbundled units. Accessory sales increased by 48% in the current quarter
compared to the first quarter of 1999.
Net sales decreased in total by 5.9% for the three months ended October 31, 2000
as compared to the same period last year. Total unit sales decreased by
approximately 1,100 units (1.6%). Current backlog is approximately $13.9 million
compared to approximately $6.8 million for the same period last year.
For the three months ended October 31, 2000, gross profit increased to 34.1% as
compared to 34.0% for the same period last year.
Selling and administrative costs increased as a percentage of sales due to lower
revenue year over year. Research and development expense increased as a
percentage of sales resulting from the Company's focus on new product offerings
for the current year. There were no severance and merger costs for the period.
Severance costs incurred during the previous year related to transferring
additional production related jobs to the Company's Mexico facility during the
first quarter of fiscal 2000 while prior year merger costs incurred related to
the Company's terminated merger with Orbital Sciences Corporation. Operating
expenses decreased by $.5 million for the three months ended October 31, 2000 as
compared to the same period last year. Total operating expenses as a percentage
of sales decreased from 45.2% to 44.1% for the same period.
Interest expense for the three months ended October 31, 2000 was $.2 million
lower than the same period in fiscal 2000.
The after-tax net loss for the three months ended October 31, 2000 was ($1.0
million) as compared to ($1.3 million) for the same period in fiscal 2000.
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 October 31, 2000, the
Company had $.5 million available under the line of credit.
-9-
<PAGE>
Cash flows used in operations were ($1.4 million) for the three months ended
October 31, 2000 as compared to cash flows provided by operations of $2.7
million for the same period last year. The increase in inventories resulted from
an electronic parts shortage. The parts shortage required the Company to
purchase these raw materials earlier than required in order to ensure delivery
thus resulting in decreased operating cash flows in the current period. Cash
flows from borrowings were utilized to fund $.4 million in capital expenditures.
In March 2000, the Company amended its financing package. The amendment extended
the maturity of the agreement from December 31, 2000 to December 31, 2002 with a
renewal option to extend the agreement to December 31, 2003. The amendment also
reduced the interest rate on the line of credit and the term loan to prime plus
.5% from prime plus 1.5% (10% as of October 31, 2000). In October 2000, the
Company amended its financing package. The amendment allows for a temporary
increase in the finished goods borrowing base under the line of credit not to
exceed $1.5 million. This amendment is in effect until February 2001. As of
October 31, 2000, the Company had not yet borrowed funds under this amendment.
Management believes the sources of liquidity discussed above are adequate to
satisfy the Company's current financing needs.
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
consolidated financial statements for details on the Company's long-term debt.
Outlook and Uncertainties
-------------------------
Certain matters discussed in this report, excluding historical information,
include certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that involve risks and uncertainties. The
Company and its representatives may from time to time make written or verbal
forward-looking statements, including statements contained in filings with the
Securities and Exchange Commission and in the report to stockholders. Statements
that address the Company's operating performance, events or developments that
the Company expects or anticipates will occur in the future, including
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:
. Continued profitability in fiscal 2001 and positive cash flows from
operations in fiscal 2001 are based on attaining current projections for
net income.
. Production delays due to raw material shortages or unforeseen competitive
pressures could have a materially adverse effect on current projections.
. 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
the remaining year.
-10-
<PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
Not applicable
Item 2. Changes in Securities
---------------------
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.
Exhibit Index:
3.1 Certificate of Incorporation of Lowrance Electronics,
Inc., previously filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (SEC File No. 33-
9464), which is incorporated herein by reference thereto.
3.2 By-Laws of Lowrance Electronics, Inc., previously filed
as Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (SEC File No. 33-9464), which is incorporated
herein by reference thereto.
4.1 Shareholders' Agreement dated December 22, 1978, by and
between Darrell J. Lowrance, James L. Knight, and Ben V.
Schneider previously filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-1 (SEC File
No. 33-9464), which is incorporated by reference thereto.
4.2 First Amendment to Shareholders' Agreement dated October
7, 1986 by and between Darrell J. Lowrance, James L.
Knight, and Ben V. Schneider previously filed as Exhibit
4.4 to the Company's Registration Statement on Form S-1
(SEC File No. 33-9464), which is incorporated by
reference thereto.
4.3 Agreement between Stockholders dated October 7, 1986, by
and between the Company and Darrell J. Lowrance, James L.
Knight, and Ben V. Schneider previously filed as Exhibit
4.5 to the Company's Registration Statement on Form S-1
(SEC File No. 33-9464), which is incorporated herein by
reference thereto.
10.1 1986 Incentive Stock Option Plan of the Company
previously filed as Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (SEC File No. 33-
9464), which is incorporated herein by reference thereto.
-11-
<PAGE>
10.2 Lowrance Retirement Plan and Trust previously filed as
Exhibit 10.2 to the Company's Registration Statement on
Form S-1 (SEC File No. 33-9464), which is incorporated
herein by reference thereto.
10.3 Form of Distributor Agreements previously filed as
Exhibit 10.4 to the Company's Registration Statement on
Form S-1 (SEC File No. 33-9464), which is incorporated
herein by reference thereto.
10.4 Form of Service Center Agreement previously filed as
Exhibit 10.5 to the Company's Registration Statement on
Form S-1 (SEC File No. 33-9464), which is incorporated
herein by reference thereto.
10.5 Credit Agreement dated April 27, 1989, by and between the
Company and Norwest Business Credit, Inc., previously
filed as Exhibit 10.8 to the Company's 1989 Annual Report
on Form 10-K, which is incorporated herein by reference
thereto.
10.6 Promissory note dated April 27, 1989, by the Company in
favor of Norwest Leasing, Inc., previously filed as
Exhibit 10.7 to the Company's 1989 Annual Report on Form
10-K, which is incorporated herein by reference thereto.
10.7 1989 Stock Option Plan of the Company previously filed as
Appendix A to the Company's Proxy Statement for its
Annual Meeting of Stockholders held on December 12, 1989,
which is incorporated herein by reference thereto.
10.8 First, Second, and Third Amendments to Credit Agreement
dated April 27, 1989, by and between the Company and
Norwest Business Credit, Inc., previously filed as
Exhibit 10.8 to the Company's 1990 Annual Report on Form
10-K, which is incorporated herein by reference thereto.
10.9 Fourth and Fifth Amendments to Credit Agreement dated
April 27, 1989, by and between the Company and Norwest
Business Credit, Inc., previously filed as Exhibit 10.9
to the Company's 1992 Annual Report on Form 10-K, which
is incorporated herein by reference thereto.
10.10 Sixth Amendment to Credit Agreement dated March 17, 1993,
by and between the Company and Norwest Business Credit,
Inc., which is incorporated herein by reference thereto.
10.11 Seventh Amendment to Credit Agreement dated October 21,
1993, by and between the Company and Norwest Business
Credit, Inc., previously filed as Exhibit 10.11 to the
Company's 1993 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.12 Eighth Amendment to Credit Agreement dated September 29,
1993, by and between the Company and Norwest Business
Credit, Inc., previously filed as Exhibit 10.12 to the
Company's 1993 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.13 Loan and Security Agreement dated December 15, 1993, by
the Company in favor of Barclays Business Credit, Inc.,
which is incorporated herein by reference thereto.
10.14 Amended and Restated Secured Promissory Note dated
October 16, 1995, by and between the Company and Shawmut
Capital Corporation (formally Barclays Business Credit,
Inc.), which is incorporated herein by reference thereto.
-12-
<PAGE>
10.15 Amended and Restated Revolving Credit Notes dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.),
which is incorporated herein by reference thereto.
10.16 First Amendment to Loan and Security Agreement dated
October 16, 1995, by and between the Company and Shawmut
Capital Corporation (formally Barclays Business Credit,
Inc.), which is incorporated herein by reference thereto.
10.17 Amended and Restated Stock Pledge Agreement dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.),
which is incorporated herein by reference thereto.
10.18 Unconditional Guaranty dated October 16, 1995, by and
between Sea Electronics, Inc. and Shawmut Capital
Corporation, which is incorporated herein by reference
thereto.
10.19 First Amendment to Mortgage, Security Agreement,
Financing Statement and Assignment of Rents dated October
16, 1995, by and between the Company and Shawmut Capital
Corporation (formally Barclays Business Credit, Inc.)
previously filed as Exhibit 10.19 to the Company's 1996
Annual Report on Form 10-K, which is incorporated herein
by reference thereto.
10.20 Lease Agreement entered into by and between Eric Juan De
Dios Flourie Geffroy and Electronica Lowrance De Mexico,
S. A. de C. V. dated August 30, 1996, previously filed as
Exhibit 10.20 to the Company's 1996 Annual Report on Form
10-K, which is incorporated herein by reference thereto.
10.21 Lease Agreement entered into by and between Refugio
Geffroy De Flourie, Eric Juan De Dios Flourie Geffroy,
Elizabeth Flourie Geffroy, Edith Flourie Geffroy and
Electronica Lowrance De Mexico, S. A. de C. V. dated
August 30, 1996, previously filed as Exhibit 10.21 to the
Company's 1996 Annual Report on Form 10-K, which is
incorporated herein by reference thereto.
10.22 Second Amendment to Loan and Security Agreement dated
November 1, 1996, by and between the Company and Fleet
Capital Corporation (formally Shawmut Capital
Corporation), 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 (formally 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 (formally 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 (formally 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.
-13-
<PAGE>
10.26 Sixth Amendment to Loan and Security Agreement dated
August 28, 1997, by and between the Company and Fleet
Capital Corporation (formally Shawmut Capital
Corporation), 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 (formally 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 (formally 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 (formally 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 (formally 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, filed herewith.
22.1 Subsidiaries of the Company previously filed as Exhibit
22.1 to the Company's 1993 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
22.12 Subsidiaries of the Company previously filed as Exhibit
22.12 to the Company's 1995 Annual Report on Form 10-K,
which is incorporated herein by reference thereto.
(b.) On September 15, 2000 the Company filed a form 8-K dated
September 7, 2000 with the SEC presenting the current
principal stockholder information.
-14-
<PAGE>
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: December 14, 2000 BY: /s/ Darrell J. Lowrance
----------------- ----------------------------
Darrell J. Lowrance,
President and Chief Executive Officer
(Principal Executive Officer)
DATE: December 14, 2000 BY: /s/ Douglas J. Townsdin
----------------- ----------------------------
Douglas J. Townsdin
Vice President of Finance and
Chief Financial Officer
(Principal Financial Officer)
-15-
