##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

|                                     |  |                               
|------------------------------------ |  | ------------------------------
|For the Quarter Ended March 30, 2003 |  | Commission file number: 1-5761
|                                    

LaBARGE, INC.

---

(Exact Name of Registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 73-0574586                          
|                                                              
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|9900A Clayton Road, St. Louis, Missouri                        |  | 63124                               
|                                                              
|(Address)                                                      |  | (Zip Code)                          

(314) 997-0800

---

N/A

---

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 o.

Indicate the number of shares outstanding of each of the Issuers classes of
common stock as of March 30, 2003 15,773,253 shares of common stock.





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TABLE OF CONTENTS



|                                           |                                          |                                                                                       |  |  |  |  |  | 
|------------------------------------------ | ---------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  | 
|                                           |                                          | CONSOLIDATED STATEMENTS OF OPERATIONS                                                
|                                           |                                          | CONSOLIDATED BALANCE SHEETS                                                          
|                                           |                                          | CONSOLIDATED STATEMENTS OF CASH FLOWS                                                
|                                           |                                          | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                           
|                                           |                                          | MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|PART I                                    
|                                           | ITEM 4. Controls and Procedures         
|PART II                                   
|                                           | ITEM 6. Exhibits and Reports on Form 8-K
|SIGNATURE                                 
|CERTIFICATION                             
|EX-10.20 Third Amendment to Loan Agreement



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##### Table of Contents



LaBarge, Inc.

FORM 10-Q

For the Quarter Ended March 30, 2003

Table of Contents

Financial Information (Unaudited)

|               |  |         |  |                                                                                       |  |  |       | 
|-------------- |  | ------- |  | ------------------------------------------------------------------------------------- |  |  | ----- | 
|               |  | I       |  | Consolidated Statements of Operations                                                 |  |  | 3     | 
|               |  |         |  | Consolidated Balance Sheets                                                           |  |  | 4     | 
|               |  |         |  | Consolidated Statements of Cash Flows                                                 |  |  | 5     | 
|               |  |         |  | Notes to Financial Statements                                                         |  |  | 6     | 
|               |  | II      |  | Managements Discussion and Analysis of Results of Operations and Financial Condition |  |  | 15    | 
|Part I         |  | Item 4. |  | Controls and Procedures                                                               |  |  | 22    | 
|Part II        |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  |  | 23    | 
|Signature      |  |         |  |                                                                                       |  |  | 24    | 
|Certifications |  |         |  |                                                                                       |  |  | 25-26 | 

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LaBARGE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

(dollars in thousands, except per-share data)

|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |        |  
|----------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | ------ | ----------------- | - | --------- | ------ | --------- | - | ------ | ------ | - | - | ------ | ------ | -
|                                          |                                                                                                                            |   | Three Months Ended |        | Nine Months Ended
|                                          |                                                                                                                            |   |                    |        |                  
|                                          |                                                                                                                            |   | March 30,          |        | March 31,         |   | March 30, |        | March 31,
|                                          |                                                                                                                            |   | 2003               |        | 2002              |   | 2003      |        | 2002     
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |          
|Net sales                                 |                                                                                                                            | $ | 25,794             |        |                   | $ | 29,553    |        |           | $ | 73,165 |        |   | $ | 91,235 |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Costs and expenses:                       |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|                                          | Cost of sales                                                                                                              |   |                    | 20,447 |                   |   |           | 23,710 |           |   |        | 58,590 |   |   |        | 73,507 |  
|                                          | Selling and administrative expense                                                                                         |   |                    | 3,660  |                   |   |           | 3,551  |           |   |        | 11,542 |   |   |        | 11,261 |  
|                                          | Interest expense                                                                                                           |   |                    | 197    |                   |   |           | 269    |           |   |        | 622    |   |   |        | 920    |  
|                                          | Other income, net                                                                                                          |   |                    | (37    | )                 |   |           | (239   | )         |   |        | (668   | ) |   |        | (436   | )
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Income before income taxes                |                                                                                                                            |   | 1,527              |        |                   |   | 2,262     |        |           |   | 3,079  |        |   |   | 5,983  |       
|Income tax expense                        |                                                                                                                            |   | 535                |        |                   |   | 836       |        |           |   | 1,053  |        |   |   | 2,251  |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Net earnings from continuing operations   |                                                                                                                            |   | 992                |        |                   |   | 1,426     |        |           |   | 2,026  |        |   |   | 3,732  |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Discontinued operations:                  |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|                                          | Income (loss) from discontinued
operations, (less applicable income
taxes of ($170), ($106), ($389),
($152), respectively) |   |                    | (276   | )                 |   |           | (181   | )         |   |        | (632   | ) |   |        | (252   | )
|                                          | Income on disposal of discontinued
operations of $2,222 (less
applicable income tax expense of $2,434)                     |   |                    |       |                   |   |           |       |           |   |        | (212   | ) |   |        |       |  
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Net earnings                              |                                                                                                                            | $ | 716                |        |                   | $ | 1,245     |        |           | $ | 1,182  |        |   | $ | 3,480  |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Basic net earnings per share:             |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|                                          | Net income from continuing operations                                                                                      |   | $                  | 0.07   |                   |   | $         | 0.09   |           |   | $      | 0.14   |   |   | $      | 0.25   |  
|                                          | Net income from discontinued
operations                                                                                    |   |                    | (0.02  | )                 |   |           | (0.01  | )         |   |        | (0.06  | ) |   |        | (0.02  | )
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Basic net earnings                        |                                                                                                                            | $ | 0.05               |        |                   | $ | 0.08      |        |           | $ | 0.08   |        |   | $ | 0.23   |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Average common shares outstanding         |                                                                                                                            |   | 14,950             |        |                   |   | 14,964    |        |           |   | 14,994 |        |   |   | 14,969 |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Diluted net earnings per share:           |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|                                          | Net income from continuing operations                                                                                      |   | $                  | 0.07   |                   |   | $         | 0.09   |           |   | $      | 0.13   |   |   | $      | 0.24   |  
|                                          | Net income from discontinued
operations                                                                                    |   |                    | (0.02  | )                 |   |           | (0.01  | )         |   |        | (0.05  | ) |   |        | (0.01  | )
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Diluted net earnings                      |                                                                                                                            | $ | 0.05               |        |                   | $ | 0.08      |        |           | $ | 0.08   |        |   | $ | 0.23   |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       
|Average diluted common shares outstanding |                                                                                                                            |   | 15,053             |        |                   |   | 15,499    |        |           |   | 15,170 |        |   |   | 15,344 |       
|                                          |                                                                                                                            |   |                    |        |                   |   |           |        |           |   |        |        |   |   |        |       

See accompanying notes to consolidated financial statements.

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LaBARGE, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(dollars in thousands)

|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | -------------------- | ------ | --------- | ------ | -------- | ------ | ------ | ------ | 
|                                                                                                                                                                    |                                                |                      |        | March 30, |        | June 30,
|                                                                                                                                                                    |                                                |                      |        | 2003      |        | 2002    
|                                                                                                                                                                    |                                                |                      |        |           |        |         
|ASSETS                                                                                                                                                              |                                                |                      |        |           |        |          |        |       
|Current assets:                                                                                                                                                     |                                                |                      |        |           |        |          |        |       
|                                                                                                                                                                    | Cash and cash equivalents                      |                      | $      | 5,185     |        |          | $      | 2,533  |       
|                                                                                                                                                                    | Accounts and notes receivable, net             |                      |        | 14,732    |        |          |        | 16,569 |       
|                                                                                                                                                                    | Inventories                                    |                      |        | 26,071    |        |          |        | 22,255 |       
|                                                                                                                                                                    | Prepaid expenses                               |                      |        | 655       |        |          |        | 537    |       
|                                                                                                                                                                    | Deferred tax assets, net                       |                      |        | 803       |        |          |        | 627    |       
|                                                                                                                                                                    | Current assets of discontinued operations      |                      |        | 208       |        |          |        | 727    |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|                                                                                                                                                                    |                                                | Total current assets |        | $         | 47,654 |          |        | $      | 43,248 | 
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|Property, plant and equipment, net                                                                                                                                  |                                                |                      | 13,979 |           |        |          | 13,828 |       
|Deferred tax assets, net                                                                                                                                            |                                                |                      | 272    |           |        |          | 937    |       
|Intangible assets, net                                                                                                                                              |                                                |                      | 535    |           |        |          | 609    |       
|Other assets, net                                                                                                                                                   |                                                |                      | 6,055  |           |        |          | 4,980  |       
|Non-current assets of discontinued operations                                                                                                                       |                                                |                      | 251    |           |        |          | 4,604  |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|                                                                                                                                                                    |                                                | $                    | 68,746 |           |        | $        | 68,206 |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|                                                                                                                                                                    | LIABILITIES AND STOCKHOLDERS EQUITY           |                      |        |           |        |          |        |        |       
|                                                                                                                                                                    | Current liabilities:                           |                      |        |           |        |          |        |        |       
|                                                                                                                                                                    | Short-term borrowings                          |                      | $      |          |        |          | $      | 2,583  |       
|                                                                                                                                                                    | Current maturities of subordinated debt        |                      |        | 4,297     |        |          |        | 5,621  |       
|                                                                                                                                                                    | Current maturities of long-term debt           |                      |        | 394       |        |          |        | 278    |       
|                                                                                                                                                                    | Trade accounts payable                         |                      |        | 7,543     |        |          |        | 6,510  |       
|                                                                                                                                                                    | Accrued employee compensation                  |                      |        | 5,548     |        |          |        | 5,448  |       
|                                                                                                                                                                    | Other accrued liabilities                      |                      |        | 5,751     |        |          |        | 3,486  |       
|                                                                                                                                                                    | Current liabilities of discontinued operations |                      |        | 164       |        |          |        | 85     |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|Total current liabilities                                                                                                                                           |                                                | $                    | 23,697 |           |        | $        | 24,011 |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|Customer advances                                                                                                                                                   |                                                |                      | 3,510  |           |        |          | 2,103  |       
|Other long-term liabilities of discontinued operations                                                                                                              |                                                |                      |       |           |        |          | 1,361  |       
|Long-term debt                                                                                                                                                      |                                                |                      | 6,768  |           |        |          | 7,047  |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|Stockholders equity:                                                                                                                                               |                                                |                      |        |           |        |          |        |       
|Common stock, $.01 par value. Authorized 40,000,000
shares; issued 15,773,253 at March 30, 2003 and 15,773,253
shares at June 30, 2002 including shares in treasury |                                                |                      | 158    |           |        |          | 158    |       
|Additional paid-in capital                                                                                                                                          |                                                |                      | 13,500 |           |        |          | 13,515 |       
|Retained earnings                                                                                                                                                   |                                                |                      | 23,917 |           |        |          | 22,736 |       
|Accumulated other comprehensive loss                                                                                                                                |                                                |                      | (42    | )         |        |          | (131   | )     
|Less cost of common stock in treasury, shares of 845,880 at
March 30, 2003 and 806,956 at June 30, 2002                                                             |                                                |                      | (2,762 | )         |        |          | (2,594 | )     
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|                                                                                                                                                                    | Total stockholders equity                     |                      |        | 34,771    |        |          |        | 33,684 |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       
|                                                                                                                                                                    |                                                | $                    | 68,746 |           |        | $        | 68,206 |       
|                                                                                                                                                                    |                                                |                      |        |           |        |          |        |       

See accompanying notes to consolidated financial statements.

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LaBARGE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

(dollars in thousands)

|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |   |        |  
|------------------------------------- | ------------------------------------------------- | ------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ------ | ----------------- | ------ | --------- | ------ | - | ------ | -
|                                      |                                                   |                                                                     |                                                                                            |        | Nine Months Ended
|                                      |                                                   |                                                                     |                                                                                            |        |                  
|                                      |                                                   |                                                                     |                                                                                            |        | March 30,         |        | March 31,
|                                      |                                                   |                                                                     |                                                                                            |        | 2003              |        | 2002     
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |          
|Cash flows from operating
activities: |                                                   |                                                                     |                                                                                            |        |                   |        |           |       
|                                      | Net earnings                                      |                                                                     | $                                                                                          | 1,182  |                   |        | $         | 3,480  |  
|                                      |                                                   | Adjustments to reconcile net cash provided by
operating activities: |                                                                                            |        |                   |        |           |        |   |       
|                                      |                                                   |                                                                     | (Gain) on disposal of discontinued operations                                              |        |                   | (2,222 | )         |        |   |       |  
|                                      |                                                   |                                                                     | Taxes payable on gain from discontinued operations (included in
other accrued liabilities) |        |                   | 2,434  |           |        |   |       |  
|                                      |                                                   |                                                                     | Net (earnings) loss from discontinued operations                                           |        |                   | 632    |           |        |   | 252    |  
|                                      |                                                   |                                                                     | Depreciation and amortization                                                              |        |                   | 1,738  |           |        |   | 1,573  |  
|                                      |                                                   |                                                                     | Loss on disposal of property, plant and equipment                                          |        |                   | 23     |           |        |   | 27     |  
|                                      |                                                   |                                                                     | Deferred taxes                                                                             |        |                   | 488    |           |        |   | 1,107  |  
|                                      |                                                   |                                                                     | Changes in assets and liabilities, net of acquisitions:                                    |        |                   |        |           |        |   |        |  
|                                      |                                                   |                                                                     | Accounts and notes receivable, net                                                         |        |                   | 1,837  |           |        |   | 1,895  |  
|                                      |                                                   |                                                                     | Inventories                                                                                |        |                   | (3,816 | )         |        |   | 1,047  |  
|                                      |                                                   |                                                                     | Prepaid expenses                                                                           |        |                   | (118   | )         |        |   | (71    | )
|                                      |                                                   |                                                                     | Trade accounts payable                                                                     |        |                   | 1,033  |           |        |   | (2,066 | )
|                                      |                                                   |                                                                     | Accrued liabilities and other                                                              |        |                   | 1,426  |           |        |   | (1,817 | )
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Net cash provided by continuing activities        |                                                                     |                                                                                            | 4,637  |                   |        |           | 5,427  |  
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Net cash used by discontinued operations          |                                                                     |                                                                                            | (118   | )                 |        |           | (170   | )
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Net cash provided by operating activities         |                                                                     |                                                                                            | 4,519  |                   |        |           | 5,257  |  
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Cash flows from investing activities:             |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Additions to property, plant and equipment        |                                                                     |                                                                                            | (1,143 | )                 |        |           | (1,844 | )
|                                      | Proceeds from disposal of plant and equipment     |                                                                     |                                                                                            | 14     |                   |        |           |       |  
|                                      | Additions to other assets                         |                                                                     |                                                                                            | (1,784 | )                 |        |           | (108   | )
|                                      | Proceeds from disposal of discontinued operations |                                                                     |                                                                                            | 5,300  |                   |        |           |       |  
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Net cash provided (used) by investing activities  |                                                                     |                                                                                            | 2,387  |                   |        |           | (1,952 | )
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Cash flows from financing activities:             |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Additions to long-term debt                       |                                                                     |                                                                                            | 20     |                   |        |           | 517    |  
|                                      | Repayments of long-term senior debt               |                                                                     |                                                                                            | (183   | )                 |        |           | (2,439 | )
|                                      | Issuance of stock to employee benefit plan        |                                                                     |                                                                                            | 229    |                   |        |           | 207    |  
|                                      | Purchase of treasury stock                        |                                                                     |                                                                                            | (412   | )                 |        |           | (231   | )
|                                      | Net change in short-term borrowings               |                                                                     |                                                                                            | (3,908 | )                 |        |           | (1,175 | )
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Net cash used by financing activities             |                                                                     |                                                                                            | (4,254 | )                 |        |           | (3,121 | )
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Net increase in cash and cash equivalents         |                                                                     |                                                                                            | 2,652  |                   |        |           | 184    |  
|                                      | Cash and cash equivalents at beginning of year    |                                                                     |                                                                                            | 2,533  |                   |        |           | 666    |  
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  
|                                      | Cash and cash equivalents at end of period        |                                                                     | $                                                                                          | 5,185  |                   |        | $         | 850    |  
|                                      |                                                   |                                                                     |                                                                                            |        |                   |        |           |        |  

See accompanying notes to consolidated financial statements.

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LaBARGE, INC.
FORM 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. CONSOLIDATED FINANCIAL STATEMENTS  BASIS OF PRESENTATION

The consolidated balance sheets at March 30, 2003 and June 30, 2002, the
related consolidated statements of operations for the three and nine months
ended March 30, 2003 and March 31, 2002, and the consolidated statements of
cash flows for the nine months ended March 30, 2003 and March 31, 2002, have
been prepared by LaBarge, Inc. (the Company) without audit. In the opinion
of management, adjustments, all of a normal and recurring nature, necessary to
present fairly the financial position and the results of operations and cash
flows for the aforementioned periods, have been made. Certain prior year
amounts have been reclassified to conform with the current years presentation.

Certain information and footnote disclosures normally included in consolidated
financial statements prepared in conformity with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the audited financial statements
and notes thereto included in the Companys Annual Report on Form 10-K for the
fiscal year ended June 30, 2002.

2.     GROSS AND NET SALES

Gross and net sales consist of the following:
(dollars in thousands)

|                     |  |                    |        |                   |  |           |        |           |  |   |        |  |  |   |        | 
|-------------------- |  | ------------------ | ------ | ----------------- |  | --------- | ------ | --------- |  | - | ------ |  |  | - | ------ | 
|                     |  | Three Months Ended |        | Nine Months Ended
|                     |  |                    |        |                  
|                     |  | March 30,          |        | March 31,         |  | March 30, |        | March 31,
|                     |  | 2003               |        | 2002              |  | 2003      |        | 2002     
|                     |  |                    |        |                   |  |           |        |          
|Gross sales          |  | $                  | 26,055 |                   |  | $         | 30,279 |           |  | $ | 73,948 |  |  | $ | 93,399 | 
|Less sales discounts |  |                    | 261    |                   |  |           | 726    |           |  |   | 783    |  |  |   | 2,164  | 
|                     |  |                    |        |                   |  |           |        |           |  |   |        |  |  |   |        | 
|Net sales            |  | $                  | 25,794 |                   |  | $         | 29,553 |           |  | $ | 73,165 |  |  | $ | 91,235 | 
|                     |  |                    |        |                   |  |           |        |           |  |   |        |  |  |   |        | 

The Company accepts sales discounts from a number of customers in the normal course of business.

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3.     ACCOUNTS AND OTHER RECEIVABLES

Accounts and other receivables consist of the following:
(dollars in thousands)

|                                           |  |           |        |          |  |   |        | 
|------------------------------------------ |  | --------- | ------ | -------- |  | - | ------ | 
|                                           |  | March 30, |        | June 30,
|                                           |  | 2003      |        | 2002    
|                                           |  |           |        |         
|Billed shipments, net of progress payments |  | $         | 13,997 |          |  | $ | 15,233 | 
|Less allowance for doubtful accounts       |  |           | 118    |          |  |   | 114    | 
|                                           |  |           |        |          |  |   |        | 
|Trade receivables, net                     |  |           | 13,879 |          |  |   | 15,119 | 
|Other current receivables                  |  |           | 853    |          |  |   | 1,450  | 
|                                           |  |           |        |          |  |   |        | 
|                                           |  | $         | 14,732 |          |  | $ | 16,569 | 
|                                           |  |           |        |          |  |   |        | 

Progress payments are payments from customers in accordance with contractual
terms for contract costs incurred to date. Such payments are credited to the
customer at the time of shipment.

At March 30, 2003 and June 30, 2002, other current receivables include $510,000
and $318,000, of customer payments expected to be received as settlement for a
prior claim for material under a long-term contract. See Note 11, Litigations
and Contingencies.

At March 30, 2003, the amounts due from the three largest accounts receivable
debtors and the percentage of total accounts receivable those amounts
represented were $2.2 million (15.7%), $2.0 million (14.2%) and
$1.5 million (10.4%), respectively. This compares with $3.3 million (21.0%),
$2.0 million (12.6%) and $1.6 million (10.0%) at June 30, 2002, respectively.
The Company does not believe that concentration of accounts receivable is a
significant credit risk due to the financial strength of the account debtors
and collection experience. See Results of Operations, under Managements
Discussion and Analysis.

4.     INVENTORIES

Inventories consist of the following:
(dollars in thousands)

|                              |  |           |        |          |  |   |        | 
|----------------------------- |  | --------- | ------ | -------- |  | - | ------ | 
|                              |  | March 30, |        | June 30,
|                              |  | 2003      |        | 2002    
|                              |  |           |        |         
|Raw materials                 |  | $         | 16,470 |          |  | $ | 13,757 | 
|Work in progress              |  |           | 10,844 |          |  |   | 9,922  | 
|Less reserve for obsolescence |  |           | 787    |          |  |   | 313    | 
|                              |  |           |        |          |  |   |        | 
|                              |  |           | 26,527 |          |  |   | 23,366 | 
|                              |  |           |        |          |  |   |        | 
|Less progress payments        |  |           | 456    |          |  |   | 1,111  | 
|                              |  | $         | 26,071 |          |  | $ | 22,255 | 
|                              |  |           |        |          |  |   |        | 

In accordance with contractual agreements, the U.S. Government has a security
interest in inventories identified with related contracts for which progress
payments have been received.

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5.     INTANGIBLE ASSETS, NET

Intangible assets, net, is summarized as follows:
(dollars in thousands)

|                             |              |   |           |     |          |   |       |     | 
|---------------------------- | ------------ | - | --------- | --- | -------- | - | ----- | --- | 
|                             |              |   | March 30, |     | June 30,
|                             |              |   | 2003      |     | 2002    
|                             |              |   |           |     |         
|Goodwill                     |              | $ | 406       |     |          | $ | 406   |    
|Less amortization            |              |   | 200       |     |          |   | 200   |    
|                             |              |   |           |     |          |   |       |    
|                             | Net goodwill |   |           | 206 |          |   |       | 206 | 
|                             |              |   |           |     |          |   |       |    
|Software                     |              |   | 1,878     |     |          |   | 1,814 |    
|Less amortization            |              |   | 1,587     |     |          |   | 1,450 |    
|                             |              |   |           |     |          |   |       |    
|                             | Net software |   |           | 291 |          |   |       | 364 | 
|                             |              |   |           |     |          |   |       |    
|Other, net                   |              |   | 38        |     |          |   | 39    |    
|                             |              |   |           |     |          |   |       |    
|Total intangible assets, net |              | $ | 535       |     |          | $ | 609   |    
|                             |              |   |           |     |          |   |       |    

The Company adopted the provisions of Statement 142, Goodwill and Other
Intangible Assets, in the first quarter ended September 30, 2001. Goodwill
amortization expense was $0 for the three and nine months ended March 30, 2003
and March 31, 2002 respectively. The net present value of the cash flow of the
operation to which the goodwill relates is sufficient to substantiate that
there is no impairment to the value of goodwill. For this calculation, the
Company assumes cash flow from operations to continue at current levels over a
five-year period.

Software amortization expense was $43,000 and $53,000 for the three months
ended March 30, 2003 and March 31, 2002, respectively. Software amortization
expense was $137,000 and $131,000 for the nine months ended March 30, 2003 and
March 31, 2002, respectively. Software is amortized over a three-year period.

6.     OTHER ASSETS

Other assets is summarized as follows:
(dollars in thousands)

|                                  |  |           |       |          |  |   |       | 
|--------------------------------- |  | --------- | ----- | -------- |  | - | ----- | 
|                                  |  | March 30, |       | June 30,
|                                  |  | 2003      |       | 2002    
|                                  |  |           |       |         
|Cash value of life insurance      |  | $         | 4,386 |          |  | $ | 4,039 | 
|Deposits, licenses and other, net |  |           | 1,003 |          |  |   | 805   | 
|Restricted cash                   |  |           | 530   |          |  |   |      | 
|Investments in businesses         |  |           | 136   |          |  |   | 136   | 
|                                  |  |           |       |          |  |   |       | 
|                                  |  | $         | 6,055 |          |  | $ | 4,980 | 
|                                  |  |           |       |          |  |   |       | 

Investments in businesses primarily refers to the Companys securities in
Norwood Abbey, Ltd. Please see Note 2, Notes to Consolidated Financial
Statements, for additional information.

Restricted cash refers to cash in an escrow account which is related to the
sale of the railroad industry portion of the Companys ScadaNET Network remote
equipment monitoring business to GE Transportation Systems Global Signaling,
LLC. See Note 8, Discontinued Operations.

7.     SHORT- AND LONG-TERM OBLIGATIONS

Short-term borrowings, long-term debt and the current maturities of long-term debt consist of the following:
(dollars in thousands)

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|                                        |                                                |                                                                   |       |           |       |          |       |       |       |  
|--------------------------------------- | ---------------------------------------------- | ----------------------------------------------------------------- | ----- | --------- | ----- | -------- | ----- | ----- | ----- | -
|                                        |                                                |                                                                   |       | March 30, |       | June 30,
|                                        |                                                |                                                                   |       | 2003      |       | 2002    
|                                        |                                                |                                                                   |       |           |       |         
|Short-term borrowings:                  |                                                |                                                                   |       |           |       |          |       |      
|                                        | Revolving credit agreement:                    |                                                                   |       |           |       |          |       |       |      
|                                        |                                                | Balance at period-end                                             |       | $         |      |          |       | $     | 2,583 |  
|                                        |                                                | Interest rate at period-end                                       |       |           |      | %        |       |       | 2.90  | %
|                                        |                                                | Average amount of short-term borrowings
outstanding during period |       | $         | 341   |          |       | $     | 2,548 |  
|                                        | Average interest rate for period               |                                                                   |       | 3.38      | %     |          |       | 3.96  | %    
|                                        | Maximum short-term borrowings at any month-end |                                                                   | $     | 2,389     |       |          | $     | 6,320 |      
|                                        |                                                |                                                                   |       |           |       |          |       |      
|Senior long-term debt:                  |                                                |                                                                   |       |           |       |          |       |      
|                                        | Senior lender:                                 |                                                                   |       |           |       |          |       |       |      
|                                        |                                                | Term loan                                                         |       | $         | 6,315 |          |       | $     | 6,400 |  
|                                        | Other                                          |                                                                   |       | 847       |       |          |       | 925   |      
|                                        |                                                |                                                                   |       |           |       |          |       |      
|Total senior long-term debt             |                                                |                                                                   | 7,162 |           |       |          | 7,325 |      
|Less current maturities                 |                                                |                                                                   | 394   |           |       |          | 278   |      
|                                        |                                                |                                                                   |       |           |       |          |       |      
|Long-term debt, less current maturities |                                                | $                                                                 | 6,768 |           |       | $        | 7,047 |      
|                                        |                                                |                                                                   |       |           |       |          |       |      
|Subordinated debt:                      |                                                |                                                                   |       |           |       |          |       |      
|Current maturities of subordinated debt |                                                | $                                                                 | 4,297 |           |       | $        | 5,621 |      
|                                        |                                                |                                                                   |       |           |       |          |       |      

The average interest rate was computed by dividing the sum of daily interest
costs by the sum of the daily borrowings for the respective periods.

Senior Lender:
The Company has a senior, secured loan agreement with a bank.
The following is a summary of the agreement:



| |  | A revolving credit facility up to $15.0 million, secured by
substantially all the assets of the Company other than real estate,
based on a borrowing base formula equal to the sum of 80% of eligible
receivables and 40% of eligible inventories, less outstanding letters
of credit. As of March 30, 2003, the maximum allowable was $13.0
million, net of letters of credit outstanding of $2.0 million. The
revolver borrowing at March 30, 2003 was $0. Unused revolving credit
available at March 30, 2003 was $13.0 million. This credit facility
matures on September 30, 2004.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | A $6.4 million term loan secured by the Companys headquarters
building in St. Louis, Missouri. The loan payment schedule is based
on a 25-year amortization and began in December 2002 with a final
balloon payment due in October 2009. The balance at March 30, 2003
was $6.3 million.                                                                                                                                                                                                                                                                                              
| 
| |  | Interest on the loans is at a percentage of prime or a stated rate
over LIBOR based on certain ratios. For the period, the average rate
was approximately 4.87%.                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
| |  | Covenants and performance criteria consist of Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA) in relation
to debt, EBITDA in relation to interest, and minimum tangible net
worth. The Company is in compliance with its borrowing agreement
covenants as of March 30, 2003.                                                                                                                                                                                                                                                                                 

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Subordinated Convertible Notes:

In March 1999, the Company, through its subsidiary LaBarge-OCS, Inc.,
issued its Subordinated Convertible Notes (Notes) due June 2003 in the
aggregate principal amount of $5.6 million for the acquisition of OCS.
The Notes bear interest at 7.5% per annum payable quarterly, and
noteholders are entitled to participation payments if LaBarge-OCS, Inc.,
operating as the Network Technologies Group, achieves certain levels of
net earnings. No participation payments were earned in the third
quarter or first nine months of fiscal 2003. The Notes are convertible
by the holders into LaBarge, Inc. Common Stock at $8.00 per share at any
time up to their maturity date. In January 2003, $1.3 million of the
subordinated notes were repaid.

Other Long-Term debt:

Industrial Revenue Bonds:

In July 1998, the Company acquired tax-exempt Industrial Revenue Bond
financing in the amount of $1.3 million. The debt is payable over 10
years with an interest rate of 5.28%. This funding was used to expand the
Berryville, Arkansas facility. The outstanding balance at March 30, 2003
was $829,000.

To mitigate the exposure to changes in interest rates, the Company entered
into an interest rate swap agreement. This agreement, designated as a
cash flow hedge, swaps a portion of the Companys exposure to three-month
LIBOR rates with a fixed rate of 5.95%. The notional amount of the
agreement is $3.5 million and it expires in June 2003. In accordance with
SFAS 133, as amended by SFAS 138, the change in fair value of the swap
amounting to approximately $38,000 and $89,000 for the three and nine
months ended March 30, 2003, respectively, was recorded to other
comprehensive loss.

Other Long-Term Liabilities:

Other long-term liabilities consist of customer advances in the amount of
$3.5 million.

The aggregate maturities of long-term obligations are as follows:
(dollars in thousands)

|            |  |   |      
|----------- |  | - | -----
|Fiscal Year |  |   |      
|            |  |   |      
|2003        |  | $ | 4,395
|2004        |  |   | 395  
|2005        |  |   | 403  
|2006        |  |   | 410  
|2007        |  |   | 418  

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8.     DISCONTINUED OPERATIONS

On November 1, 2002, LaBarge, Inc. sold the railroad industry portion of its
ScadaNET Network remote equipment monitoring business to GE Transportation
Systems Global Signaling, LLC (GETS Global Signaling), Grain Valley,
Missouri.

The sale was valued at approximately $6.8 million, including $5.3 million in
cash and GETS Global Signalings assumption of approximately $1.5 million in
certain liabilities. The $5.3 million of cash includes $795,000 held in an
escrow account against any claims GETS Global Signaling has for breaches of
representations and warranties. The unclaimed balance will be released in
equal increments over the next three years on the anniversary date of the sale.
LaBarge and GETS Global Signaling have entered into a manufacturing agreement
under which LaBarge will continue to produce the ScadaNET hardware. The
pricing and other terms of the manufacturing agreement were negotiated as an
arms-length contract at market terms. Under a separate service agreement,
LaBarge will also provide back-end network services to GETS Global Signaling
through the earlier of June 2003 or such date as GETS Global Signaling
integrates the service. The Company recognized a pre-tax gain of $2.2 million
and a book tax expense of $(2.4 million), netting to a loss of $212,000.

The Company has recorded a deferred tax asset of $1.8 million related to the
disposition of assets of the railroad business. Due to the uncertainty of
realization of this asset, a reserve of $1.8 million has also been established.

On March 28, 2003, the Company determined it will exit its remaining ScadaNET
Network business. As a result the remaining assets and liabilities are
classified, discontinued operations. The results of discontinued operations
are divided between the railroad industry portion, sold on November 1, 2002 and
other ScadaNET Network business as follows:

|                                            |  |                    |      |                   |  |           |      |           |  |   |      |   |  |   |      |  
|------------------------------------------- |  | ------------------ | ---- | ----------------- |  | --------- | ---- | --------- |  | - | ---- | - |  | - | ---- | -
|                                            |  | Three Months Ended |      | Nine Months Ended
|                                            |  |                    |      |                  
|                                            |  | March 30,          |      | March 31,         |  | March 30, |      | March 31,
|                                            |  | 2003               |      | 2002              |  | 2003      |      | 2002     
|                                            |  |                    |      |                   |  |           |      |          
|Railroad ScadaNET
Network business          |  | $                  |     |                   |  | $         | (42  | )         |  | $ | (4   | ) |  | $ | 168  |  
|Other ScadaNET
Network business             |  |                    | (276 | )                 |  |           | (139 | )         |  |   | (628 | ) |  |   | (420 | )
|                                            |  |                    |      |                   |  |           |      |           |  |   |      |   |  |   |      |  
|Loss on discontinued
operations, net of tax |  | $                  | (276 | )                 |  | $         | (181 | )         |  | $ | (632 | ) |  | $ | (252 | )
|                                            |  |                    |      |                   |  |           |      |           |  |   |      |   |  |   |      |  

9.     CASH FLOWS

Total cash payments for interest for the three and nine months ended March 30,
2003 were $252,000 and $674,000, respectively, compared with $407,000 and
$976,000, for the three and nine months ended March 31, 2002, respectively.
Net cash payments for federal and state income taxes were $1.8 million and $1.1
million for the three and nine months ended March 30, 2003, respectively,
compared with cash payments of $139,000 and $1.4 million for the three and nine
months ended March 31, 2002, respectively.

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10.     EARNINGS PER COMMON SHARE

Basic and diluted earnings per share are computed as follows:

|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |        |       |  
|-------------------------------------------- | --------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------ | ------------------ | ----- | ----------------- | ------ | --------- | ----- | --------- | ------ | ------ | ----- | - | ------ | ------ | ----- | -
|                                             |                                                                                                           |                                         |        | Three Months Ended |       | Nine Months Ended
|                                             |                                                                                                           |                                         |        |                    |       |                  
|                                             |                                                                                                           |                                         |        | March 30,          |       | March 31,         |        | March 30, |       | March 31,
|                                             |                                                                                                           |                                         |        | 2003               |       | 2002              |        | 2003      |       | 2002     
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |          
|Numerator:                                   |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Net earnings from continuing operations      |                                                                                                           | $                                       | 992    |                    |       | $                 | 1,426  |           |       | $         | 2,026  |        |       | $ | 3,732  |       
|Net loss from discontinued operations        |                                                                                                           |                                         | (276   | )                  |       |                   | (181   | )         |       |           | (844   | )      |       |   | (252   | )     
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Net earnings                                 |                                                                                                           | $                                       | 716    |                    |       | $                 | 1,245  |           |       | $         | 1,182  |        |       | $ | 3,480  |       
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Denominator:                                 |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Denominator for basic net earnings per
share |                                                                                                           |                                         | 14,950 |                    |       |                   | 14,964 |           |       |           | 14,994 |        |       |   | 14,969 |       
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Potential common shares:                     |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|                                             | Denominator for diluted net earnings
per share  adjusted weighted-average
shares and assumed conversions |                                         |        | 15,053             |       |                   |        | 15,499    |       |           |        | 15,170 |       |   |        | 15,344 |      
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Basic net earnings per share:                |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|                                             |                                                                                                           | Net earnings from continuing
operations |        | $                  | 0.07  |                   |        | $         | 0.09  |           |        | $      | 0.14  |   |        | $      | 0.25  |  
|                                             |                                                                                                           | Net loss from discontinued operations   |        |                    | (0.02 | )                 |        |           | (0.01 | )         |        |        | (0.06 | ) |        |        | (0.02 | )
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Basic net earnings                           |                                                                                                           | $                                       | 0.05   |                    |       | $                 | 0.08   |           |       | $         | 0.08   |        |       | $ | 0.23   |       
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Average common shares outstanding            |                                                                                                           |                                         | 14,950 |                    |       |                   | 14,964 |           |       |           | 14,994 |        |       |   | 14,969 |       
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Diluted net earnings per share:              |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|                                             |                                                                                                           | Net earnings from continuing operations | $      | 0.07               |       | $                 | 0.09   |           |       | $         | 0.13   |        |       | $ | 0.24   |       
|                                             |                                                                                                           | Net loss from discontinued operations   |        |                    | (0.02 | )                 |        |           | (0.01 | )         |        |        | (0.05 | ) |        |        | (0.01 | )
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Diluted net earnings                         |                                                                                                           | $                                       | 0.05   |                    |       | $                 | 0.08   |           |       | $         | 0.08   |        |       | $ | 0.23   |       
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       
|Average diluted common shares outstanding    |                                                                                                           |                                         | 15,053 |                    |       |                   | 15,499 |           |       |           | 15,170 |        |       |   | 15,344 |       
|                                             |                                                                                                           |                                         |        |                    |       |                   |        |           |       |           |        |        |       |   |        |       

Basic earnings per share are calculated using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
calculated using the weighted average number of common shares outstanding
during the period plus shares issuable upon the assumed exercise of dilutive
common share options by using the treasury stock method.

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The number of shares used in the calculation of earnings per share for each
period presented is as follows:

|                                                     |                  |  |                    |     |                   |  |           |     |           |  |        |     |  |  |        |     | 
|---------------------------------------------------- | ---------------- |  | ------------------ | --- | ----------------- |  | --------- | --- | --------- |  | ------ | --- |  |  | ------ | --- | 
|                                                     |                  |  | Three Months Ended |     | Nine Months Ended
|                                                     |                  |  |                    |     |                  
|                                                     |                  |  | March 30,          |     | March 31,         |  | March 30, |     | March 31,
|                                                     |                  |  | 2003               |     | 2002              |  | 2003      |     | 2002     
|                                                     |                  |  |                    |     |                   |  |           |     |          
|Average common shares outstanding  basic            |                  |  | 14,950             |     |                   |  | 14,964    |     |           |  | 14,994 |     |  |  | 14,969 |    
|                                                     | Dilutive options |  |                    | 103 |                   |  |           | 535 |           |  |        | 176 |  |  |        | 375 | 
|                                                     |                  |  |                    |     |                   |  |           |     |           |  |        |     |  |  |        |    
|Adjusted average common shares
outstanding  diluted |                  |  | 15,053             |     |                   |  | 15,499    |     |           |  | 15,170 |     |  |  | 15,344 |    
|                                                     |                  |  |                    |     |                   |  |           |     |           |  |        |     |  |  |        |    

Options to purchase 579,000 shares (at a per-share price of $7.24 to $2.85) and
80,000 shares (at a per-share price of $7.24 to $4.38) were outstanding during
the three months ended March 30, 2003 and March 31, 2002, respectively. Options
to purchase 260,000 shares (at a per-share price of $7.24 to 3.03) and 105,000
shares (at per-share prices of $7.24 to 3.77) were outstanding during the nine
months ended March 30, 2003 and March 31, 2002, respectively. These options
amounts were not included in the respective computations of diluted earnings
per share because the options exercise price was greater than the average
market price of the common shares. These options expire in various periods
through 2011. In addition, there are 537,000 shares reserved for issuance upon
conversion of the Companys Subordinated Convertible Notes, at a conversion
price of $8.00 per share, which were not included because the conversion price
was greater than the average market price of the common shares.

11.     STOCK COMPENSATION

In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based
Compensation  Transition and Disclosure, an Amendment of FASB Statement 123,
to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. The Company previously
adopted the disclosure-only provisions of SFAS 123. Under APB 25, no
compensation cost was recognized for the Companys stock option plans. The
following table illustrates the effect on net earnings and net earnings per
share if the Company had applied the fair value recognition provisions of SFAS
123 to stock-based employee compensation.

|                          |  |                    |      |                   |  |           |       |           |  |   |       |  |  |   |       | 
|------------------------- |  | ------------------ | ---- | ----------------- |  | --------- | ----- | --------- |  | - | ----- |  |  | - | ----- | 
|                          |  | Three Months Ended |      | Nine Months Ended
|                          |  |                    |      |                  
|                          |  | March 30,          |      | March 31,         |  | March 30, |       | March 31,
|                          |  | 2003               |      | 2002              |  | 2003      |       | 2002     
|                          |  |                    |      |                   |  |           |       |          
|Net earnings, as reported |  | $                  | 716  |                   |  | $         | 1,245 |           |  | $ | 1,182 |  |  | $ | 3,480 | 
|Pro forma net earnings    |  |                    | 679  |                   |  |           | 1,182 |           |  |   | 1,071 |  |  |   | 3,291 | 
|                          |  |                    |      |                   |  |           |       |           |  |   |       |  |  |   |       | 
|Net earnings per share:   |  |                    |      |                   |  |           |       |           |  |   |       |  |  |   |       | 
|Basicas reported         |  | $                  | 0.05 |                   |  | $         | 0.08  |           |  | $ | 0.08  |  |  | $ | 0.23  | 
|Basicpro forma           |  |                    | 0.05 |                   |  |           | 0.08  |           |  |   | 0.07  |  |  |   | 0.22  | 
|                          |  |                    |      |                   |  |           |       |           |  |   |       |  |  |   |       | 
|Dilutedas reported       |  | $                  | 0.05 |                   |  | $         | 0.08  |           |  | $ | 0.08  |  |  | $ | 0.23  | 
|Dilutedpro forma         |  |                    | 0.05 |                   |  |           | 0.08  |           |  |   | 0.07  |  |  |   | 0.21  | 
|                          |  |                    |      |                   |  |           |       |           |  |   |       |  |  |   |       | 

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12.     LITIGATION AND CONTINGENCIES

In June 2000, the Company entered into a contract with McDonnell Douglas
Corporation (MDC), a wholly-owned subsidiary of The Boeing Company to supply
aircraft wire harnesses. The Company has alleged that MDC supplied a defective
bid package in its request for proposal. To date, attempts to negotiate a
settlement of the claim arising from this defective bid package have not been
successful. If a negotiated settlement is not reached, the Company anticipates
filing an action in circuit court to seek an equitable adjustment.

Under the contract through March 30, 2003, the Company has delivered 151 sets
of the wire harnesses with a sales value of $3.5 million. Included in the
accounts receivable balance at March 30, 2003 is $510,000 representing a
portion of the Companys claim against MDC on these shipments. Included in the
Companys work-in-process balance at March 30, 2003 is $180,000, which will not
be recovered at the current contract price and will be added to the Companys
claim, plus lost profits.

In addition, MDC has exercised options under the contract, for an additional
120 sets of wire harnesses with a sales value of $2.7 million. Based on
current cost estimates, the Company would have an additional claim of $381,000,
plus lost profits, on these units. Sales taken on this contract are being
recognized at zero gross profit.

MDC has options to purchase up to 150 additional sets of wire harnesses per
year through calendar year 2006. Managements estimate, based upon forecasted
information from MDC, is that the potential additional sales are 155 sets
through fiscal year 2006. If these additional orders are placed at the current
contract price, the additional sales would total $3.6 million and the Company
would incur an additional loss of $626,000 which would be added to the claim,
plus lost profits.

The Company has consulted with legal counsel, and believes that it will recover
these contract costs.

Geographic Information

The Company has no sales offices or facilities outside of the United States.
Sales for exports did not exceed 10% of total sales for the three months and
nine months ended March 30, 2003.

For the three and nine months ended March 30, 2003, the Companys three largest
customers were Schlumberger, L-3 Communications and Lockheed Martin.

14



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##### Table of Contents



LaBARGE, INC.
FORM 10-Q




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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that relate to future
events or our future financial performance. We have attempted to identify
these statements by terminology including believe, anticipate, plan,
expect, estimate, intend, seek, goal, may, will, should, can,
continue, or the negative of these terms or other comparable terminology.
These statements include statements about our market opportunity, our growth
strategy, competition, expected activities, and the adequacy of our available
cash resources. These statements may be found in the section of this report
entitled Managements Discussion and Analysis of Financial Condition and
Results of Operations. Readers are cautioned that matters subject to
forward-looking statements involve known and unknown risks and uncertainties,
including economic, regulatory, competitive and other factors that may cause
our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These statements are not guarantees of future
performance and are subject to the risks, uncertainties and assumptions.

LaBarge, Inc. (LaBarge or the Company) is a Delaware Corporation. The
Company is engaged in the following business activities:

The Companys electronics manufacturing services business has been its
principal business since 1985. The Company designs, engineers and produces
sophisticated electronic systems and devices, and complex interconnect systems
on a contract basis for its customers.

The Company markets its services to companies in technology-driven industries
desiring an engineering and manufacturing partner capable of developing and
providing high-reliability electronic equipment, including products capable of
performing in harsh environmental conditions, such as high and low
temperature, and severe shock and vibration. Customers are served in a
variety of markets with significant revenues from customers in the government
systems, defense, aerospace, oil and gas, and other commercial markets.
Engineering and manufacturing facilities are located in Arkansas, Missouri,
Oklahoma and Texas.

The sales backlog increased to $110.4 million at March 30, 2003, compared with
$99.5 million at March 31, 2002. The growth in backlog is the result of an
improved and reorganized sales and marketing effort that concentrates on the
Companys core competencies and the application of those competencies to
targeted large customers in a variety of industries. The diversification of
the Companys customer base helps to protect it from volatility in any one
market segment.

15



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##### Table of Contents



SIGNIFICANT EVENTS
Recent significant events include:



| |  |  | On March 28, 2003, the Company determined to exit the remaining
ScadaNET Network  business, which is treated as discontinued
operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | On November 1, 2002, LaBarge, Inc. sold the railroad industry portion
of its ScadaNET Network remote equipment monitoring business to GE
Transportation System Global Signaling, LLC (GETS Global Signaling),
Grain Valley, Missouri.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | The sale was valued at approximately $6.8 million, including $5.3
million in cash and GETS Global Signalings assumption of approximately
$1.5 million in certain liabilities. The $5.3 million of cash includes
$795,000 held in an escrow account against any claims GETS Global
Signaling has for breaches of representations and warranties. The
unclaimed balance will be released in equal increments over the next
three years on the anniversary date of the sale. LaBarge and GETS
Global Signaling have entered into a manufacturing agreement under which
LaBarge will continue to produce the ScadaNET hardware. The pricing and
other terms of the manufacturing agreement were negotiated as an
arms-length contract at market terms. Under a separate service
agreement, LaBarge will also provide back-end network services to GETS
Global Signaling through the earlier of June 2003 or such date as GETS
Global Signaling integrates the service. The Company recognized a
pre-tax gain of $2.2 million and a book tax expense of $(2.4 million),
netting to a loss of $212,000.
|
| |  |  | As a result of the November 2002 sale of the railroad portion of the
Companys ScadaNET Network business, the Network Technologies Group
will no longer be reported as a segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| |  |  | The Company has adopted the provisions of Statement 142 Goodwill
and Other Intangible Assets, with the first fiscal quarter ended
September 30, 2001. At that time, an independent appraisal of the
value of the assets of the former Network Technologies Group of the
Company was obtained. That independent appraisal indicated that the
fair market value of the assets exceeded book value; therefore, there
was no impairment at that date. As discussed above, a portion of these
assets, including all the goodwill, was sold in November 2002 for a
pretax gain of $2.2 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

RESULTS OF OPERATIONS  Three and Nine Months Ended March 30, 2003Net Sales
(dollars in thousands)

|          |  |                    |        |                   |  |           |        |           |  |   |        |  |  |   |        | 
|--------- |  | ------------------ | ------ | ----------------- |  | --------- | ------ | --------- |  | - | ------ |  |  | - | ------ | 
|          |  | Three Months Ended |        | Nine Months Ended
|          |  |                    |        |                  
|          |  | March 30,          |        | March 31,         |  | March 30, |        | March 31,
|          |  | 2003               |        | 2002              |  | 2003      |        | 2003     
|          |  |                    |        |                   |  |           |        |          
|Net sales |  | $                  | 25,794 |                   |  | $         | 29,553 |           |  | $ | 73,165 |  |  | $ | 91,235 | 
|          |  |                    |        |                   |  |           |        |           |  |   |        |  |  |   |        | 

For the fiscal 2003 third quarter ended March 30, 2003, net sales were $25.8
million compared with $29.6 million for the same period of fiscal 2002. Prior
year sales included $4.0 million of postal sorting equipment. This contract has
been completed. Partially offsetting this was a $2.1 million increase in sales
of airport security equipment and an $800,000 increase in sales to defense
customers. Sales to oil and gas customers declined $1.5 million during the
quarter.

Sales to the Companys 10 largest customers represented 83% of total revenue in
the third quarter of fiscal 2003 versus 77% for the same period of fiscal 2002.
The Companys top three customers and the portion of total third-quarter sales
they represented were as follows: Schlumberger, 15%; L-3 Communications, 14%;
and Lockheed Martin, 12%.

16



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##### Table of Contents



Gross Profit
(dollars in thousands)

|             |  |                    |       |                   |  |           |       |           |  |   |        |   |  |   |        |  
|------------ |  | ------------------ | ----- | ----------------- |  | --------- | ----- | --------- |  | - | ------ | - |  | - | ------ | -
|             |  | Three Months Ended |       | Nine Months Ended
|             |  |                    |       |                  
|             |  | March 30,          |       | March 31,         |  | March 30, |       | March 31,
|             |  | 2003               |       | 2002              |  | 2003      |       | 2002     
|             |  |                    |       |                   |  |           |       |          
|Gross profit |  | $                  | 5,347 |                   |  | $         | 5,843 |           |  | $ | 14,575 |   |  | $ | 17,728 |  
|Gross margin |  |                    | 20.7  | %                 |  |           | 19.8  | %         |  |   | 19.9   | % |  |   | 19.4   | %
|             |  |                    |       |                   |  |           |       |           |  |   |        |   |  |   |        |  

The higher gross profit margin in the fiscal 2003 third quarter, compared with
the year-ago period is primarily a result of product mix. The margins are
comparable for the first nine months of fiscal years 2003 and 2002.

Selling and Administrative Expenses
(dollars in thousands)

|                                    |  |                    |       |                   |  |           |       |           |  |   |        |   |  |   |        |  
|----------------------------------- |  | ------------------ | ----- | ----------------- |  | --------- | ----- | --------- |  | - | ------ | - |  | - | ------ | -
|                                    |  | Three Months Ended |       | Nine Months Ended
|                                    |  |                    |       |                  
|                                    |  | March 30,          |       | March 31,         |  | March 30, |       | March 31,
|                                    |  | 2003               |       | 2002              |  | 2003      |       | 2002     
|                                    |  |                    |       |                   |  |           |       |          
|Selling and
administrative
expenses |  | $                  | 3,660 |                   |  | $         | 3,551 |           |  | $ | 11,542 |   |  | $ | 11,262 |  
|Percent of sales                    |  |                    | 14.2  | %                 |  |           | 12.0  | %         |  |   | 15.8   | % |  |   | 12.3   | %
|                                    |  |                    |       |                   |  |           |       |           |  |   |        |   |  |   |        |  

Selling and administrative expenses as a percent of sales increased in the
fiscal 2003 periods due to the relatively fixed component of these costs as a
percentage of reduced sales volume. Higher medical costs of approximately
$91,000 and $256,000 for the three- and nine-month periods ended March 30,
2003, respectively, contributed to the increase in selling and administrative
expenses over prior periods.

Interest Expense
(dollars in thousands)

|                 |  |                    |     |                   |  |           |     |           |  |   |     |  |  |   |     | 
|---------------- |  | ------------------ | --- | ----------------- |  | --------- | --- | --------- |  | - | --- |  |  | - | --- | 
|                 |  | Three Months Ended |     | Nine Months Ended
|                 |  |                    |     |                  
|                 |  | March 30,          |     | March 31,         |  | March 30, |     | March 31,
|                 |  | 2003               |     | 2002              |  | 2003      |     | 2002     
|                 |  |                    |     |                   |  |           |     |          
|Interest expense |  | $                  | 197 |                   |  | $         | 269 |           |  | $ | 622 |  |  | $ | 920 | 
|                 |  |                    |     |                   |  |           |     |           |  |   |     |  |  |   |     | 

Interest expense decreased for the quarter ended March 30, 2003, primarily due
to lower debt levels. Average short-term borrowings for the three- and
nine-month periods ended March 30, 2003 were $3.8 million and $2.6 million
lower than the same periods of fiscal 2002, respectively. Average floating
interest rates declined 142 basis points for the three months ended March 30,
2003, as compared with the previous year.

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##### Table of Contents



Pretax Earnings from Continuing Operations
(dollars in thousands)

|                                           |  |                    |       |                   |  |           |       |           |  |   |       |  |  |   |       | 
|------------------------------------------ |  | ------------------ | ----- | ----------------- |  | --------- | ----- | --------- |  | - | ----- |  |  | - | ----- | 
|                                           |  | Three Months Ended |       | Nine Months Ended
|                                           |  |                    |       |                  
|                                           |  | March 30,          |       | March 31,         |  | March 30, |       | March 31,
|                                           |  | 2003               |       | 2002              |  | 2003      |       | 2002     
|                                           |  |                    |       |                   |  |           |       |          
|Pretax earnings from
continuing operations |  | $                  | 1,527 |                   |  | $         | 2,262 |           |  | $ | 3,079 |  |  | $ | 5,983 | 
|                                           |  |                    |       |                   |  |           |       |           |  |   |       |  |  |   |       | 

The decrease in pretax earnings for the quarter ended March 30, 2003, compared
with the same period of fiscal 2002, is primarily attributable to lower gross
profit ($496,000) on a sales decrease of $3.8 million, an increase in selling
and administrative expenses of $109,000, offset by a $72,000 reduction in
interest expense. For the nine-month period, reduced gross profit ($3.2
million) on an $18.1 million decrease in sales were the significant factors for
the decrease in pretax earnings. In addition, the Company recorded other income
of $436,000 in the quarter ended December 29, 2002, representing a return of
premiums under a split-dollar insurance benefit program.

Tax Expense from Continuing Operations
(dollars in thousands)

|                                       |  |                    |     |                   |  |           |     |           |  |   |       |  |  |   |       | 
|-------------------------------------- |  | ------------------ | --- | ----------------- |  | --------- | --- | --------- |  | - | ----- |  |  | - | ----- | 
|                                       |  | Three Months Ended |     | Nine Months Ended
|                                       |  |                    |     |                  
|                                       |  | March 30,          |     | March 31,         |  | March 30, |     | March 31,
|                                       |  | 2003               |     | 2002              |  | 2003      |     | 2002     
|                                       |  |                    |     |                   |  |           |     |          
|Tax expense from continuing operations |  | $                  | 535 |                   |  | $         | 836 |           |  | $ | 1,053 |  |  | $ | 2,251 | 
|                                       |  |                    |     |                   |  |           |     |           |  |   |       |  |  |   |       | 

The effective income tax rate for the three months ended March 30, 2003 was
35%, compared with 37% for the three months ended March 31, 2002. The decrease
in the effective income tax rate is primarily due to the non-taxable $436,000
of other income received in the quarter. See Pretax Earnings from Continuing
Operations, above.

Discontinued Operations, Net of Tax
(dollars in thousands)

|                                                                                                                 |  |                    |      |                   |  |           |      |           |  |   |      |   |  |   |      |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | ----------------- |  | --------- | ---- | --------- |  | - | ---- | - |  | - | ---- | -
|                                                                                                                 |  | Three Months Ended |      | Nine Months Ended
|                                                                                                                 |  |                    |      |                  
|                                                                                                                 |  | March 30,          |      | March 31,         |  | March 30, |      | March 31,
|                                                                                                                 |  | 2003               |      | 2002              |  | 2003      |      | 2002     
|                                                                                                                 |  |                    |      |                   |  |           |      |          
|Loss from discontinued
operations, (less
applicable
income taxes of ($170),
($106), ($389), ($152),
respectively |  | $                  | (276 | )                 |  | $         | (181 | )         |  | $ | (632 | ) |  | $ | (252 | )
|Income on
disposal of
discontinued
operations of
$2,222 (less
applicable
income tax
expense of $2,434)           |  | $                  |     |                   |  | $         |     |           |  | $ | (212 | ) |  | $ |     |  
|                                                                                                                 |  |                    |      |                   |  |           |      |           |  |   |      |   |  |   |      |  

Discontinued operations arose from the sale of the railroad industry portion of
the Companys ScadaNET Network remote equipment monitoring business on
November 1, 2002, and the decision of March 28, 2003, to seek a buyer of the
remaining ScadaNET Network business. See Note 8, Discontinued Operations.

18



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##### Table of Contents



FINANCIAL CONDITION AND LIQUIDITY
The following table shows LaBarges equity and total debt positions:

Stockholders Equity and Debt
(dollars in thousands)

|                     |  |           |        |          |  |   |        | 
|-------------------- |  | --------- | ------ | -------- |  | - | ------ | 
|                     |  | March 30, |        | June 30,
|                     |  | 2003      |        | 2002    
|                     |  |           |        |         
|Stockholders equity |  | $         | 34,771 |          |  | $ | 33,684 | 
|Debt                 |  | $         | 11,459 |          |  | $ | 15,529 | 
|                     |  |           |        |          |  |   |        | 

The Companys continuing operations provided $4.6 million of net cash for the
nine months ended March 30, 2003.

The Company has a revolving credit facility up to $15.0 million, secured by
substantially all the assets of the Company other than real estate, based on
a borrowing base formula equal to the sum of 80% of eligible receivables and
40% of eligible inventories, less outstanding letters of credit. As of March
30, 2003, the maximum allowable was $13.0 million, net of letters of credit
outstanding of $2.0 million. The revolver borrowing at March 30, 2003 was
$0. Unused revolving credit available at March 30, 2003 was $13.0 million.
This credit facility matures on September 30, 2004.

The aggregate maturities of long-term obligations are as follows:
(dollars in thousands)

|            |  |   |       | 
|----------- |  | - | ----- | 
|Fiscal Year |  |   |       | 
|            |  |   |       | 
|2003        |  | $ | 4,395 | 
|2004        |  |   | 395   | 
|2005        |  |   | 403   | 
|2006        |  |   | 410   | 
|2007        |  |   | 418   | 
|            |  |   |       | 

Current cash balances are expected to be sufficient to retire the remainder of
the Subordinated Convertible Notes outstanding on their maturity date, June 29,
2003.

Overall, management believes our availability of funds going forward from cash
generated from operations and available bank credit should be sufficient to
support the planned operations and capital expenditures of the Companys
business for the next two fiscal years.

Currently, the total debt-to-equity ratio for the Company is .33 to 1, versus
 .46 to 1 at the end of fiscal 2002.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions in certain circumstances that
affect amounts reported in the accompanying consolidated financial statements.
In preparing these financial statements, management has made its best estimates
and judgment of certain amounts included in the financial statements. The
Company believes there is a likelihood that materially different amounts would
be reported under different conditions or using different assumptions related
to the accounting policies described below. Application of these accounting
policies involves the exercise of judgment and use of assumptions as to future
uncertainties and, as a result, actual results could differ from these
estimates. The Companys senior management discusses the accounting policies
described below with the audit committee of the Companys board of directors on
a periodic basis.

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##### Table of Contents



The following discussion of critical accounting policies is intended to bring
to the attention of readers those accounting policies that we believe are
critical to our consolidated financial statements and other financial
disclosures.

Revenue Recognition and Cost of Sales

Revenue on production contracts is recorded when specific contract terms are
fulfilled, usually upon delivery (the delivery method). Under long-term
contracts for which the delivery method is an inappropriate measure of
performance, revenue is recognized on the percentage-of-completion method based
upon incurred costs compared to total estimated costs under the contract. The
percentage-of-completion method gives effect to the most recent contract value
and estimates of cost at completion. When appropriate, contract prices are
adjusted for increased scope and other changes ordered or caused by the
customer.

Since some contracts extend over a long period of time, revisions in cost and
contract price during the progress of work have the effect of adjusting current
period earnings applicable to performance in prior periods. When the current
contract cost estimate indicates a loss, provision is made for the total
anticipated loss.

The SECs Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition,
provides guidance on the application of generally accepted accounting
principles to selected revenue recognition issues. The Companys revenue
recognition policy is in accordance with generally accepted accounting
principles and SAB No. 101.

Accounts Receivable

Accounts receivables have been reduced by an allowance for amounts that may
become uncollectable in the future. This estimated allowance is based
primarily on managements evaluation of the financial condition of the
Companys customers.

The Company does not believe that concentration of accounts receivable is a
significant credit risk due to the financial strength of the account debtors
and collection experience.

Inventory

Inventories are valued at the lower of cost or market and have been reduced by
a reserve for excess and obsolete inventories. The Company adjusts the value
of its reserve based upon assumptions for future usage and market conditions.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. The Company has considered future taxable income analyses and feasible
tax planning strategies in assessing the need for the valuation allowance.
Should the Company determine that it would not be able to recognize all or part
of its net deferred tax assets in the future, an adjustment to the carrying
value of the deferred tax assets would be charged to income in the period in
which such determination is made.

Goodwill and Other Long-Lived Assets

The Company has adopted the provisions of SFAS No. 142 on July 2, 2001, and has
reassessed the useful lives and residual values of all recorded intangible
assets. Goodwill is reviewed by management for impairment annually or whenever
events or changes in circumstance indicate the carrying amount may not be
recoverable. If indicators of impairment are present, the determination of the
amount of impairment is based on the Companys judgment as to the future
operating cash flows to be generated from these assets throughout their
estimated useful lives.

20



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##### Table of Contents



New Accounting Standards

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. This
statement requires that a liability for a cost associated with an exit or
disposal activity be recognized and measured initially at fair value only when
the liability is incurred. The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002. The
Company has adopted the provisions of SFAS No. 146.

In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based
Compensation  Transition and Disclosure, an Amendment of FASB Statement No.
123, that provides alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for
stock-based employee compensation. It also amends the disclosure provisions of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
Company has adopted the new disclosure requirements of this statement.

In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, Consolidation of Variable Interest Entities, which provide guidance
on when certain entities should be consolidated or the interest in those
entities should be disclosed by enterprises that do not control them through
majority voting interest. Management does not believe adoption of this
interpretation will have a material impact on the Companys financial
statements.

21



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##### Table of Contents






PART I




|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 4. |  | Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  | The Companys Chief Executive Officer and President, Craig E.
LaBarge, and the Companys Vice President, Chief Financial Officer
and Secretary, Donald H. Nonnenkamp, have evaluated the Companys
internal controls and disclosure controls systems within 90 days
of the filing of this report.                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  | Messrs. LaBarge and Nonnenkamp have concluded that the Companys
disclosure controls systems are functioning effectively to provide
reasonable assurance that the Company can meet its disclosure
obligations. The Companys disclosure controls system is based
upon a chain of financial and general business reporting lines
that converge in the headquarters of the Company in St. Louis,
Missouri. The reporting process is designed to ensure that
information required to be disclosed by the Company in the reports
that it files or submits with the Commission is recorded,
processed, summarized and reported within the time periods
specified in the Commissions rules and forms.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  | Since Messrs. LaBarges and Nonnenkamps most recent review of the
Companys internal controls systems, there have been no
significant changes in internal controls or in other factors that
could significantly affect these controls.                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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##### Table of Contents






PART II




ITEM 6.     Exhibits and Reports on Form 8-K

(a)  Exhibits:

|      |  |                                                                                                                                                                                         
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20 |  | Third Amendment to Loan Agreement was made and entered into as of the 17th day of March, 2003,
by and among LABARGE, INC., LABARGE PROPERTIES, INC., and U.S. BANK NATIONAL ASSOCIATION.

(b)  Reports on Form 8-K:



| | Current reports on Form 8-K were filed:
| | ---------------------------------------
|
| | *                                      
|
| | *                                      

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##### Table of Contents






SIGNATURE

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.

LaBARGE, INC.
Date: May 13, 2003

| |  |                                                                                         
| |  | ----------------------------------------------------------------------------------------
| |  | /s/Donald H. Nonnenkamp

Donald H. Nonnenkamp
Vice President
and Chief Financial Officer

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##### Table of Contents






LaBarge, Inc.
CERTIFICATION PURSUANT TO
RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig E. LaBarge, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of LaBarge,
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 registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/Craig E. LaBarge
Chief Executive Officer and President
Date: May 13, 2003

25



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##### Table of Contents



LaBarge, Inc.
CERTIFICATION PURSUANT TO
RULE 13A-14 OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald H. Nonnenkamp, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of LaBarge,
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 registrants board of directors:
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/Donald H. Nonnenkamp
Vice President, Chief Financial
Officer and Secretary

Date: May 13, 2003

26