UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

For the quarterly period ended April 30, 2005

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

For the transition period from ___to ___

Commission File Number: 0-15240

LOWRANCE ELECTRONICS, INC.

12000 East Skelly Drive
Tulsa, Oklahoma 74128

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

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

YES o NO þ

At April 30, 2005, there were 5,135,516 shares of Registrant’s $0.10 par value Common Stock outstanding.

LOWRANCE ELECTRONICS, INC.

FORM 10-Q

INDEX

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LOWRANCE ELECTRONICS, INC.

ASSETS

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

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LOWRANCE ELECTRONICS, INC.

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

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LOWRANCE ELECTRONICS, INC.

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

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LOWRANCE ELECTRONICS, INC.

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

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LOWRANCE ELECTRONICS, INC.

(1)	BASIS OF PRESENTATION
	The financial statements subsequent to July 31, 2004 and with respect to the interim three and nine month periods ended April 30, 2005 and 2004 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. Accounting policies for the three and nine months ended April 30, 2005, are the same as those outlined in the Annual Report on Form 10-K filed relative to the year ended July 31, 2004. In the opinion of management, all adjustments necessary for a fair presentation of interim results of operations have been made to the interim statements. All such adjustments were of a normal, recurring nature. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report for the year ended July 31, 2004 filed with the Securities and Exchange Commission on Form 10-K.
	Certain reclassifications have been made to the prior period financial statements presented to conform to the classifications used for the period ended April 30, 2005.
	In May 2004, the Company adopted the fair value method of accounting for stock based compensation prescribed by SFAS No. 123 under the modified prospective method permitted by SFAS No. 148. The adoption of SFAS No. 123 was effective August 1, 2003 and was reflected in the Company’s annual consolidated financial statements for the year ended July 31, 2004. Accordingly, the April 30, 2004 financial statements presented herein have been restated to reflect the adoption of SFAS No. 123.
	The following is a summary of the effects of adoption of SFAS No. 123 on the Company’s previously reported condensed consolidated financial statements as of and for the three and nine months ended April 30, 2004.

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

	Discontinued finished goods inventory attributable to fiscal 2005 product decisions was approximately $264,000 at April 30, 2005 as compared to approximately $3.4 million at July 31, 2004. All discontinued finished goods inventories are carried at cost, which management believes to be lower than expected realizable value. The Company expects the remaining inventory of discontinued products to be sold during fiscal 2005.
(3)	PRODUCT WARRANTIES
	The following represents a tabular presentation of the changes in the Company’s aggregate product warranty liability for the nine-month reporting period.

(4)	LONG-TERM DEBT AND REVOLVING CREDIT LINE
	Long-term debt and revolving credit line are summarized below:

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	At April 30, 2005, the Company’s financing facility consisted of a $26.5 million revolving credit line which provides for borrowings up to $26.5 million based on varying percentages of qualifying categories of receivables and inventories. Borrowing against inventories is limited to $15 million in total. The interest rate on the financing facility is determined quarterly based upon the ratio of borrowings to EBITDA (as defined in the loan documents). The Company can choose an interest rate that is prime based or LIBOR based. The interest rates range from prime to prime plus 0.25% and from LIBOR plus 1.75% to LIBOR plus 2.5%. At April 30, 2005, the interest rate was LIBOR plus 2.00% or 5.09%. The interest rate for the fourth quarter, based upon the April 30, 2005 ratio of borrowing to EBITDA, is prime or LIBOR plus 2.00%. The Company had $2.7 million available under the revolving credit line at April 30, 2005.
	The Company was in compliance with all debt covenants at April 30, 2005.
	The terms of the foregoing agreement include a commitment fee of .25% on the unused portion of the revolving credit line in lieu of compensating balances.
	The Company’s indebtedness is collateralized by substantially all of the Company’s assets.
(5)	OPERATING SEGMENTS
	The Company has one reportable segment as the CEO and President, the Company’s Chief Decision Maker, provides oversight and review based upon financial statements and financial information presented at the consolidated level.
	The Company markets its products internationally through foreign distributors, except in Canada and Australia where it has its own distribution operations. The majority of foreign sales are concentrated in Canada, Australia and Europe.
	Long-lived assets in foreign countries are disclosed in Note 2 to the Consolidated Financial Statements included in the Company’s 2004 Annual Report on Form 10-K. There are no significant long-lived assets in any foreign country other than Mexico.

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(6)	EARNINGS PER SHARE

Basic and diluted earnings per share are calculated as follows:

(a)	The options outstanding in the first quarter of fiscal 2005, prior to their exercise, were antidilutive. Therefore, in accordance with SFAS No. 128, these options are excluded from the nine month April 30, 2005 EPS calculation.

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(7)	SECONDARY PUBLIC OFFERING
	On September 17, 2004, the Company completed a secondary public offering of 2,160,758 shares of common stock which included 1,000,000 shares that were sold by the Company. In conjunction with the offering, all outstanding stock options vested. On October 4, 2004, the Company completed the sale of an additional 150,000 shares that resulted from the exercise of the over-allotment option by JP Morgan Securities, Inc. The net proceeds from the sale of the 1,150,000 shares by the Company in the secondary public offering were $25,230,000.
	The option holders exercised a portion of their options and sold the related shares in the secondary public offering. Prior to October 31, 2004, the option holders exercised all remaining outstanding options.

Part I, Item 2

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

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Item 1 of this Form 10-Q. For a description of our critical accounting policies and an understanding of the significant factors that influence our performance, see our Annual Report on Form 10-K for the year ended July 31, 2004.

As discussed in Note 1 to the condensed consolidated financial statements, our financial statements for the three months and nine months ended April 30, 2004 have been restated to reflect the adoption of SFAS No. 123. The accompanying management discussion and analysis gives effect to that restatement.

Company Overview

We design, manufacture, market and sell a comprehensive range of high-quality, cost-effective sound navigation and ranging (SONAR) and global positioning system (GPS) products and digital mapping systems under two different trade names (Lowrance and Eagle) for use in marine, general consumer (includes outdoor recreational use and vehicular navigation systems) and aviation markets. Our SONAR and combination SONAR/GPS products graphically display underwater information and are used as fishfinders, navigational and safety devices by both inland, coastal and offshore fishermen as well as recreational boaters. Our handheld and portable GPS products are used in avionic and vehicular navigational applications and by outdoor enthusiasts for camping, hunting, hiking and other recreational uses. Currently, we offer approximately 90 different marine, outdoor, aviation and original equipment manufacturer products.

We market our products to dealers, distributors, mass merchants and original equipment manufacturers who in turn sell our products in the consumer marketplace. Demand for our products has historically been seasonal with the lowest sales occurring in the first fiscal quarter (August through October) and the highest sales occurring in the third fiscal quarter (February through April) due to marine consumer purchases during the beginning of the boating season. We focus on developing product lines that address most price points in our markets in order to provide a broad range of capabilities and features to consumers. We have increased the number of new product introductions in each of the last three fiscal years and in the current fiscal year. For the fiscal year 2005, we introduced more than 50 new SONAR and GPS products. The introduction of new products has resulted in the increase in sales and gross margin discussed below.

Our successful operations and strong competitive position are dependent to a great extent upon our ability to anticipate and react to the technological innovations inherent within our industry. To augment our continued investment in product research and development, we utilize several manufacturing and design technologies, which have been essential to the development of our breakthrough SONAR and GPS products. These advanced technologies have allowed us to reduce our material and manufacturing costs and have provided improved product performance. They include:

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	•	Surface Mount Technology (SMT) production equipment;
	•	Computer Aided Design (CAD) systems;
	•	Application Specific Integrated Circuits (ASICS);
	•	Tape Automated Bonding (TAB);
	•	Chip-On-Flex (COF);
	•	Chip-On-Glass (COG);
	•	System-On-Chip (SOC); and
	•	Liquid Crystal Display (LCD) assembly.

We believe that we were first to utilize many of these manufacturing and design technologies, which helped provide a competitive advantage and differentiation in the marketplace. We intend to continue our focus on developing and delivering leading-edge products based upon our innovations.

Executive Summary

During the quarter and nine months ended April 30, 2005, we noted:

	•	Sales for the quarter were $53.2 million, a 14.9% increase from the same period last year. Sales for the nine months were $103.3 million, a 21.8% increase from the same period last year.
	•	Fully diluted net income per share for the quarter was $1.25, as compared to $1.68 for the same period last year. Fully diluted net income per share for the nine months was $1.41, as compared to $1.69 for the same period last year.
	•	Gross profit for the quarter increased by $0.5 million, a 2.6% increase over the same period last year. Gross profit for the nine months increased $4.3 million, a 12% increase over the same period last year.
	•	As part of an on-going commitment to develop new technology and improve existing technology, we had an average of seven additional design engineers for the quarter and for the nine months as compared to the average for the same periods last year.
	•	During the first quarter we received $25.2 million in net proceeds from our secondary public offering. We utilized these proceeds to pay off our remaining term loan, pay down our revolving credit line outstanding as of that date and for general operating uses.

Three months ended April 30, 2005

Financial Highlights

The following tables set forth selected amounts, ratios and relationships calculated from the condensed consolidated statements of income and comprehensive income for the three months ended April 30, 2005 and 2004:

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Sales and Margin

Total net sales increased by $6.9 million, or 14.9%, for the three months ended April 30, 2005 as compared to the same period last year, on a 2.5% increase in unit sales. This year over year increase in sales is due to:

	•	New Automotive GPS products (the IWAY500C and 100M), which began to ship in October 2004.
	•	New GPS handhelds introduced during the fourth quarter of fiscal 2004 and the first quarter of fiscal 2005.
	•	New SONAR and SONAR/GPS navigation products at new price points in the upper end of our price point range introduced during the first and second quarters of fiscal 2005.

Gross profit increased by $0.5 million, or 2.6%, for the three months ended April 30, 2005 as compared to the same period last year. The gross profit increase is due to the same factors noted above in the discussion of the sales increase. Gross profit expressed as a percentage of sales decreased to 39.8% as compared to 44.6% last year. The year over year decrease in the gross profit percentage is a result of increased sales of our Automotive GPS and GPS handheld products, which have lower gross profit percentages than our marine products.

Operating Expenses and Income

Operating expenses increased by $1.0 million, or 9.0%, during the three months ended April 30, 2005 compared to the same period last year. Operating expenses as a percentage of sales decreased to 21.6% for the three months ended April 30, 2005 as compared to 22.7% for the previous year. Operating expenses are comprised of selling and administrative expenses and research and development expenses. The following paragraphs discuss the changes in these specific expense line items.

During the three months ended April 30, 2005, selling and administrative expenses increased by $0.8 million, or 9.2%, over the previous year primarily as a result of increased advertising, selling, and marketing efforts focused on new products, in particular the IWAY500C. Variable selling costs such as freight and cash discounts increased as a result of increased sales in addition to year over year cost increases for consulting fees related to Sarbanes-Oxley compliance efforts.

Research and development expenses increased by $101,000 during the three months ended April 30, 2005 compared to the same period last year due primarily to staffing increases in design engineering and related support staff. These increases were partially offset by increased allocations to manufacturing resulting from the transition of new products from design to production. For the three months ended April we had an average of seven additional design engineers compared to the same period last year.

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Interest Expense

Interest expense for the three months ended April 30, 2005 increased by $174,000, or 93%, as compared to the previous year and increased as a percentage of sales to 0.7% from 0.4% year over year. The interest rate on our primary credit facility ranged from 4.875% to 5.75% for the three months ended April 30, 2005 as compared to 4.5% for the same period last year. The prime rate ranged from 5.25% to 5.75% for the three months ended April 30, 2005 as compared to 4.0% for the three months ended April 30, 2004.

Income Taxes

The effective tax rates were 31.0% and 32.6%, respectively, for the three months ended April 30, 2005 and 2004. The effective tax rates differ from the statutory rates due to the impact of foreign taxes, the United States treatment of foreign operations, state taxes, tax credits and permanent differences in the treatment of items from an income tax versus financial reporting perspective.

Nine months ended April 30, 2005

Financial Highlights

The following tables set forth selected amounts, ratios and relationships calculated from the condensed consolidated statements of income and comprehensive Income for the nine months ended April 30, 2005 and 2004:

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Sales and Margin

Total net sales increased by $18.5 million, or 21.8%, for the nine months ended April 30, 2005 as compared to the same period last year, on a 10.7% increase in unit sales. This year over year increase in sales is due to:

	•	New Automotive GPS products (the IWAY500C and 100M), which began to ship in October 2004.
	•	New GPS handhelds introduced during the fourth quarter of fiscal 2004 and the first quarter of fiscal 2005.
	•	New SONAR and SONAR/GPS navigation products at new price points in the upper end of our price point range introduced during the first and second quarters of fiscal 2005.

Gross profit increased by $4.3 million, or 12.0%, for the nine months ended April 30, 2005 as compared to the same period last year. The gross profit increase is due to the same factors noted above in the discussion of the sales increase. The gross profit expressed as a percentage of net sales decreased to 38.8% as compared to 42.2% last year. The year over year decrease in the gross profit percentage is a result of increased sales of our Automotive GPS and GPS handheld products, which have lower gross profit percentages than our marine products.

Operating Expenses and Income

Operating expenses increased by $4.2 million, or 16.9%, during the nine months ended April 30, 2005 compared to the same period last year. Operating expenses as a percentage of sales decreased to 28.3% from 29.5% during the nine months ended April 30, 2005. Operating expenses are comprised of selling and administrative expenses and research and development expenses. The following paragraphs discuss the changes in these specific expense line items.

During the nine months ended April 30, 2005, selling and administrative expenses increased by $3.3 million, or 15.7%, over the previous year primarily due to increased advertising, selling and marketing efforts focused on new products, in particular the IWAY500C. In addition, there were year over year cost increases for consulting fees related to Sarbanes-Oxley compliance efforts and increased variable selling costs such as freight and cash discounts as a result of increased sales.

Research and development expenses increased by $881,000, or 23.4%, during the nine months ended April 30, 2005 compared to the same period last year due primarily to staffing increases in design engineer and related support staff and to requisite increases in related development expenses such as lab supplies and prototypes. For the nine months ended April 30, 2005, we had an average of seven additional design engineers compared to the same period last year.

Interest Expense

Interest expense for the nine months ended April 30, 2005 increased by $147,000, or 26.3%, as compared to the previous year and remained the same as a percentage of sales of 0.7% for both periods. The interest rate on our primary credit facility ranged from 3.95% to 5.75% for the nine months ended April 30, 2005 as compared to a range of 4.75% to 5.75% for the same period last year. The prime rate ranged from 4.5% to 5.75% for the nine months ended April 30, 2005 as compared to a range of 4.25% to 4.75% for the nine months ended April 30, 2004.

Income Taxes

The effective tax rates were 31.1% and 32.7%, respectively, for the nine months ended April 30, 2005 and 2004. The effective tax rates differ from the statutory rates due to the impact of foreign taxes, the United States treatment of foreign operations, state taxes, tax credits and permanent differences in the treatment of items from an income tax versus financial reporting perspective.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as described in Section 13(j) of the Securities Exchange Act of 1934.

Liquidity and Capital Resources

General

We require capital principally for capital expenditures, working capital and interest payments. Our capital expenditures typically relate to new product tooling and manufacturing equipment. Working capital is required principally to fund inventory through payments to suppliers and manufacturing payroll costs until the inventory is sold and the receivables collected. Our working capital requirements are seasonal and vary from period to period depending on manufacturing volumes, timing of shipments and the payment cycles of our customers and suppliers.

Sources of Capital

Our primary sources of liquidity are cash flows from operating activities, our revolving credit facility and lease financing. Our revolving credit facility consists of a $26.5 million line. The line of credit includes a borrowing base of 85% of qualifying accounts receivable, 30% of qualifying raw material inventory and 60% of qualifying finished goods inventory with borrowings from inventories limited to $15 million. At April 30, 2005, we had $2.7 million available under the revolving credit line. During the first quarter, we completed a secondary public offering in which we sold 1,150,000 shares. The net proceeds from the secondary public offering were $25.2 million. At the close of the secondary public offering, we utilized these proceeds to pay off our remaining term loan and pay down our revolving credit line outstanding at the time.

We were in compliance with all loan covenants at April 30, 2005.

Cash flows

Cash flows used in operating activities were $25.4 million for the nine months ended April 30, 2005 as compared to $2.1 million for the same period last year. The increase was primarily due to higher inventories and accounts receivable during the first nine months of fiscal 2005 as compared to the same period last year. Our inventories increased as a result of sales increases and the increase in the number of products in our product lines. Cash utilized for capital expenditures was $11.3 million, $6.8 million of which was related to the purchase of our formerly leased manufacturing facility in Ensenada, Mexico plus some additional undeveloped land adjacent to the formerly leased facility.

Discontinued finished goods inventory attributable to fiscal 2005 product decisions was approximately $264,000 at April 30, 2005 as compared to approximately $3.4 million at July 31, 2004. All discontinued inventories are carried at cost, which management believes to be lower than expected realizable value. We expect the remaining inventory of discontinued products to be sold during fiscal 2005. Management monitors all inventories via various inventory control and review processes which include, but are not limited to, forecast review and inventory reduction meetings, graphical presentations and forecast versus inventory status reports. Management believes these processes are adequate.

Demand for our products is seasonal. Accordingly, we utilize the revolving credit line to address our fluctuating liquidity needs. Operating cash flows during the third and fourth quarters are historically stronger than our first two fiscal quarters. Management expects continued positive cash flow in the fourth quarter. Management believes the sources of liquidity discussed above are adequate to satisfy our current working capital and capital equipment needs. However, if we decide to pursue future acquisitions or make capital expenditures not currently anticipated, we may need to raise additional capital.

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Outlook and Uncertainties

Certain matters discussed in this report, excluding historical information, include certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, that involve risks and uncertainties. We and our representatives may from time to time make written or verbal forward-looking statements, including statements contained in filings with the Securities and Exchange Commission and in the report to stockholders. Statements that address our operating performance, events or developments that we expect or anticipate will occur in the future, including statements relating to sales and earnings growth, statements expressing general optimism about future operating results and statements relating to liquidity and future financing plans are forward-looking statements. Although we believe that such forward-looking statements are based on management’s then-current views and reasonable assumptions, no assurance can be given that every objective will be reached. Such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.

As required by the Private Securities Litigation Reform Act of 1995, we hereby identify the following factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted by us in forward-looking statements:

	•	Financial performance and cash flow from operations in fiscal 2005 are based on attaining current projections.
	•	Production delays due to raw material shortages or unforeseen competitive pressures could have a materially adverse effect on current projections.
	•	Because of the dynamic environment in which we operate, one or more key factors discussed in “Part I, Item 1. Business” of our most recent Form 10-K could have an adverse effect on expected results for fiscal 2005.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to cash flow and interest rate risk due to changes in interest rates with respect to our long-term debt. See Note 4 to the condensed consolidated financial statements for details on our long-term debt. A 0.5% increase in the prime rate for the nine months ended April 30, 2005 would have had a negative after-tax impact on earnings of approximately $35,000.

We are subject to foreign currency risk due to the location of our manufacturing facility in Mexico and sales from each of our distribution facilities in Canada and Australia, which are denominated in the local currencies. Sales to other countries are denominated in U.S. dollars. Although fluctuations have occurred in the Mexican peso, the Canadian dollar and the Australian dollar, such fluctuations have not historically had a significant impact on our financial statements taken as a whole. A 10% unfavorable change in the currency exchange rates would result in a foreign exchange loss of approximately $150,000 on intercompany balances recorded at April 30, 2005.

Item 4. Controls and Procedures

The Principal Executive Officer and the Principal Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of April 30, 2005, the end of the period covered by this report. Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that these controls and procedures were effective as of that date.

In connection with the evaluation described above, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended April 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

      Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

      Not applicable

Item 3. Defaults upon Senior Securities

      Not applicable

Item 4. Submission of Matters to a Vote of Security Holders

      Not applicable

Item 5. Other Information

      Not applicable

Item 6. Exhibits and Reports on Form 8-K

(a.)

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

Exhibit Index:

	3.1	Restated Certificate of Incorporation of Lowrance Electronics, Inc., incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q dated October 31, 2002.
	3.2	By-Laws of Lowrance Electronics, Inc., incorporated by reference to Exhibit 3.2 to the Company’s 2003 Report on Form 10-K.
	4.1	Shareholders’ Agreement dated December 22, 1978, by and between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	4.2	First Amendment to Shareholders’ Agreement dated October 7, 1986 by and between Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	4.3	Agreement between Stockholders dated October 7, 1986, by and between the Company and Darrell J. Lowrance, James L. Knight, and Ben V. Schneider incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.2	Lowrance Retirement Plan and Trust incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).
	10.3	Form of Distributor Agreements incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 33-9464).

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	10.13	Loan and Security Agreement dated December 15, 1993, by the Company in favor of Barclays Business Credit, Inc., incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.14	Amended and Restated Secured Promissory Note dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.15	Amended and Restated Revolving Credit Notes dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.16	First Amendment to Loan and Security Agreement dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.17	Amended and Restated Stock Pledge Agreement dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.), incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement of Form S-1 (SEC File No. 333-116490).
	10.18	Unconditional Guaranty dated October 16, 1995, by and between Sea Electronics, Inc. and Shawmut Capital Corporation, incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.19	First Amendment to Mortgage, Security Agreement, Financing Statement and Assignment of Rents dated October 16, 1995, by and between the Company and Shawmut Capital Corporation (formerly Barclays Business Credit, Inc.) incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.20	Lease Agreement entered into by and between Eric Juan De Dios Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August 30, 1996, incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.21	Lease Agreement entered into by and between Refugio Geffroy De Flourie, Eric Juan De Dios Flourie Geffroy, Elizabeth Flourie Geffroy, Edith Flourie Geffroy and Electronica Lowrance De Mexico, S. A. de C. V. dated August 30, 1996, incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.22	Second Amendment to Loan and Security Agreement dated November 1, 1996, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.23	Third Amendment to Loan and Security Agreement dated December 31, 1996, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).

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	10.24	Fourth Amendment to Loan and Security Agreement dated August 14, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.25	Fifth Amendment to Loan and Security Agreement dated August 25, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.26	Sixth Amendment to Loan and Security Agreement dated August 28, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.26 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.27	Seventh Amendment to Loan and Security Agreement dated November 6, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.28	Eighth Amendment to Loan and Security Agreement dated December 9, 1997, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.29	Ninth Amendment to Loan and Security Agreement dated September 14, 1998, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.30	Tenth Amendment to Loan and Security Agreement dated November 12, 1998, by and between the Company and Fleet Capital Corporation (formerly Shawmut Capital Corporation), incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-116490).
	10.31	Eleventh Amendment to Loan and Security Agreement dated March 14, 2000, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.31 to the Company’s 2000 Annual Report on Form 10-K.
	10.32	Twelfth Amendment to Loan and Security Agreement dated October 18, 2000, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.32 to the Company’s October 31, 2000 Quarterly Report on Form 10-Q.
	10.33	Employment Agreement for Douglas J. Townsdin, dated as of April 7, 2000, incorporated by reference to Exhibit 10.33 to the Company’s 2001 Annual Report on Form 10-K.
	10.34	Employment Agreement for Bob G. Callaway, dated as of March 27, 2000, incorporated by reference to Exhibit 10.34 to the Company’s 2001 Annual Report on Form 10-K.
	10.35	Employment Agreement for Mark C. McQuown, dated as of April 7, 2000, incorporated by reference to Exhibit 10.35 to the Company’s 2001 Annual Report on Form 10-K.
	10.36	Employment Agreement for Jane M. Kaiser, dated as of April 7, 2000, incorporated by reference to Exhibit 10.36 to the Company’s 2001 Annual Report on Form 10-K.

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	10.37	A Lease Agreement entered into by and between Eric Juan de Dios Flourie Geffroy, Refugio Geffroy de Flourie, Elizabeth Pierret Pepita Flourie Geffroy, Edith Elizabeth Cuquita Flouri Geffroy and Lowrance Electronica de Mexico, S.A. de C.V. dated May 11, 2001, incorporated by reference to Exhibit 10.37 to the Company’s 2001 Annual Report on Form 10-K.
	10.38	Amended and Restated 2001 Stock Option Plan of the Company, incorporated by reference to Exhibit 10.38 to the Company’s 2003 Annual Report on Form 10-K.
	10.39	Second Amended and Restated Non-Qualified Stock Option Agreement between the Company and Ron G. Weber dated April 23, 2004, incorporated by reference to Exhibit 10.39 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.40	Second Amended and Restated Incentive Stock Option Agreement between the Company and Ron G. Weber dated April 23, 2004, incorporated by reference to Exhibit 10.40 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.41	Second Amended and Restated Incentive Stock Option Agreement between the Company and Douglas Townsdin dated April 23, 2004, incorporated by reference to Exhibit 10.41 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.42	Second Amended and Restated Incentive Stock Option Agreement between the Company and Bob G. Callaway dated April 23, 2004, incorporated by reference to Exhibit 10.42 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.43	Second Amended and Restated Incentive Stock Option Agreement between the Company and Mark McQuown dated April 23, 2004, incorporated by reference to Exhibit 10.43 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.44	Second Amended and Restated Incentive Stock Option Agreement between the Company and Jane M. Kaiser dated April 23, 2004, incorporated by reference to Exhibit 10.44 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.45	Thirteenth Amendment to Loan and Security Agreement dated October 19, 2001, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.45 to the Company’s October 31, 2001 Quarterly Report on Form 10-Q.
	10.46	Fourteenth Amendment to Loan and Security Agreement dated March 11, 2002 by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.46 to the Company’s January 31, 2002 Quarterly Report on Form 10-Q.
	10.47	Fifteenth Amendment to Loan and Security Agreement dated November 26, 2002, by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.47 to the Company’s October 31, 2002 Quarterly Report on Form 10-Q.
	10.48	Letter agreement dated September 10, 2003 by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.48 to the Company’s 2003 Annual Report on Form 10-K.

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	10.49	Amendment No. 1 to Employment Agreement between the Company and Mark C. McQuown dated April 7, 2004, incorporated by reference to Exhibit 10.49 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.50	Amendment No. 1 to Employment Agreement between the Company and Douglas J. Townsdin dated April 7, 2004, incorporated by reference to Exhibit 10.50 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.51	Amendment No. 1 to Employment Agreement between the Company and Bobby G. Callaway dated April 7, 2004, incorporated by reference to Exhibit 10.51 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.52	Amendment No. 1 to Employment Agreement between the Company and Jane M. Kaiser dated April 7, 2004, incorporated by reference to Exhibit 10.52 to the Company’s April 30, 2004 Quarterly Report on Form 10-Q.
	10.53	Amendment to Loan and Security Agreement dated May 1, 2004 by and between the Company and Fleet Capital incorporated by reference to Exhibit 10.53 to the Company’s 2004 Annual Report on Form 10-K.
	10.54	December 2004 Amendment to Loan and Security Agreement by and between the Company and Fleet Capital, incorporated by reference to Exhibit 10.54 to the Company’s January 31, 2005 Quarterly Report on Form 10-Q.
	14.0	Code of Ethics, incorporated by reference to Exhibit 14.0 to the Company’s May 10, 2004 report on Form 8-K.
	22.13	Subsidiaries of the Company as of July 31, 2001, incorporated by reference to Exhibit 22.13 to the Company’s 2001 Annual Report on Form 10-K.
	31.1	Certification of the Principal Executive Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14, executed by Darrell J. Lowrance, President and Chief Executive Officer of Lowrance Electronics, Inc., filed herewith.
	31.2	Certification of the Principal Financial Officer, pursuant to Exchange Act Rules 13a-14 and 15d-14, executed by Douglas J. Townsdin, Vice President of Finance and Chief Financial Officer of Lowrance Electronics, Inc., filed herewith.
	32.1	Certification of Periodic Financial Report, pursuant to 18 U.S.C. Section 1350, executed by Darrell J. Lowrance, President and Chief Executive Officer of Lowrance Electronics, Inc. and Douglas J. Townsdin, Vice President of Finance and Chief Financial Officer of Lowrance Electronics, Inc., filed herewith.

	(b)	Reports on Form 8-K:
		On April 8, 2005, the Company filed a Form 8-K with the SEC regarding a Rule 10b5-1 trading plan entered into by a Company executive.
		On May 31, 2005, the Company filed a Form 8-K with the SEC regarding its press release of the same date which announced its financial results for the third quarter ended April 30, 2005. A copy of this press release was furnished as an exhibit to the report on Form 8-K.

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SIGNATURES

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

	LOWRANCE ELECTRONICS, INC.
DATE: May 31, 2005	BY: /s/ Darrell J. Lowrance
	Darrell J. Lowrance,
	President and Chief Executive Officer (Principal Executive Officer)

DATE: May 31, 2005	BY: /s/ Douglas J. Townsdin
	Douglas J. Townsdin
	Vice President of Finance and     Chief Financial Officer (Principal Financial Officer)

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