Meade Instruments 10Q 2009 Q2 Quarterly report

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

FORM 10-Q


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2008
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22183

MEADE INSTRUMENTS CORP.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		95-2988062 (I.R.S. Employer Identification No.)
6001 Oak Canyon, Irvine, CA (Address of principal executive offices)		92618 (Zip Code)
(949) 451-1450 (Registrant's telephone number, including area code)

Indicate by check mark if 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 ý No o

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934.


Large Accelerated Filer o		Accelerated Filer o		Non-accelerated Filer o (Do not check if a smaller reporting company)		Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes o No ý

As of October 20, 2008, there were 23,376,570 outstanding shares of the Registrant's common stock, par value $0.01 per share.

MEADE INSTRUMENTS CORP.

REPORT ON FORM 10-Q FOR THE QUARTER ENDED

AUGUST 31, 2008

TABLE OF CONTENTS



PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
	Consolidated Balance Sheets (Unaudited)—August 31, 2008 and February 29, 2008		2
	Consolidated Statements of Operations (Unaudited)—Three and Six Months Ended August 31, 2008 and 2007		3
	Consolidated Statements of Cash Flows (Unaudited)—Six Months Ended August 31, 2008 and 2007		4
	Notes to Consolidated Financial Statements (Unaudited)		5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Controls and Procedures			24
PART II—OTHER INFORMATION
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			25
Item 3. Defaults Upon Senior Securities			25
Item 4. Submission of Matters to a Vote of Security Holders			25
Item 5. Other Information			25
Item 6. Exhibits			25
		Signatures	26

ITEM 1. FINANCIAL STATEMENTS.

MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS

(In Thousands, except per share data)

(Unaudited)

						August 31, 2008			February 29, 2008

ASSETS
Current assets:
			Cash			$	4,036		$	4,301
			Accounts receivable, less allowance for doubtful accounts of $639 at August 31, 2008, and $607 at February 29, 2008, respectively				9,600			8,424
			Inventories				20,630			22,659
			Prepaid expenses and other current assets				571			556

					Total current assets		34,837			35,940
	Goodwill						1,548			1,548
	Acquisition-related intangible assets, net						1,421			4,346
	Property and equipment, net						3,401			3,717
	Other assets, net						178			241

						$	41,385		$	45,792

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
		Bank lines of credit				$	50		$	5,877
		Accounts payable					10,008			6,650
		Accrued liabilities					5,124			5,770
		Income taxes payable					467			450
		Current portion of long-term debt and capital lease obligations					208			213

					Total current liabilities		15,857			18,960

Long-term debt and capital lease obligations							607			936
Deferred income taxes							438			1,258
Deferred rent							160			42
Commitments and contingencies
Stockholders' equity:
				Common stock; $0.01 par value; 50,000 shares authorized; 23,376 and 23,316 shares issued and outstanding at August 31, 2008 and February 29, 2008, respectively			233			233
				Additional paid-in capital			51,036			51,283
				Retained deficit			(29,102	)		(28,828	)
				Deferred stock compensation			(84	)		(93	)
				Accumulated other comprehensive income			2,240			2,708

							24,323			25,303
Unearned ESOP shares							—			(707	)

					Total stockholders' equity		24,323			24,596

						$	41,385		$	45,792

See accompanying notes to consolidated financial statements

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, expect per share data)

(Unaudited)

		Three Months Ended August 31,						Six Months Ended August 31,

		2008			2007			2008			2007
Net sales		$	12,562		$	16,194		$	24,534		$	33,815
Cost of sales			9,974			13,898			19,379			29,688

	Gross profit		2,588			2,296			5,155			4,127
Selling expenses			2,021			2,917			3,957			5,168
General and administrative expenses			3,313			2,712			6,159			5,550
Gain on brand sales			(796	)		—			(5,264	)		—
ESOP contribution expense			139			66			179			135
Research and development expenses			576			561			860			1,009

	Operating loss		(2,665	)		(3,960	)		(736	)		(7,735	)
Interest expense			30			231			118			325

	Loss before income taxes		(2,695	)		(4,191	)		(854	)		(8,060	)
Income tax (benefit) expense			(677	)		(173	)		(593	)		162

Net loss		$	(2,018	)	$	(4,018	)	$	(261	)	$	(8,222	)

Net loss per share—basic and diluted		$	(0.09	)	$	(0.20	)	$	(0.01	)	$	(0.42	)

Weighted average number of shares outstanding—basic and diluted			23,368			20,054			23,352			19,745

See accompanying notes to consolidated financial statements

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

				Six Months Ended August 31,

				2008			2007
Cash flows from operating activities:
	Net loss			$	(261	)	$	(8,222	)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Gain on sale of brands				(5,264	)		—
	Depreciation and amortization expense				599			819
	ESOP contribution				179			135
	Change in allowance for doubtful accounts				32			(499	)
	Deferred income taxes				(820	)		(138	)
	Stock-based compensation				281			276
	Deferred rent amortization				118			(73	)
	Changes in assets and liabilities:
		(Increase) decrease in accounts receivable			(1,176	)		276
		Increase in inventories			(5,031	)		(8,365	)
		Increase in prepaid expenses and other assets			(332	)		(394	)
		Increase in accounts payable			3,358			6,828
		Decrease in accrued liabilities			(771	)		(2,775	)
		Increase (decrease) in income taxes payable			43			(1,543	)

			Net cash used in operating activities		(9,045	)		(13,675	)

Cash flows from investing activities:
	Proceeds from brand sales				15,250			—
	Capital expenditures				(187	)		(305	)

			Net cash provided by (used in) investing activities		15,063			(305	)

Cash flows from financing activities:
	Net proceeds from stock offering				—			5,979
	Net (repayments) borrowings under bank lines of credit				(5,824	)		6,109
	Payments on long-term bank notes				(322	)		(280	)
	Payments under capital lease obligations				—			(12	)

			Net cash (used in) provided by financing activities		(6,146	)		11,796

Effect of exchange rate changes on cash					(137	)		250

Net decrease in cash					(265	)		(1,934	)
Cash at beginning of period					4,301			4,048

Cash at end of period				$	4,036		$	2,114

See accompanying notes to consolidated financial statements

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, except per share data)

(Unaudited)

A. The Consolidated Financial Statements Have Been Prepared by the Company and are Unaudited.

In management's opinion, the information and amounts furnished in this report reflect all adjustments (consisting of normal recurring adjustments) considered necessary for the fair statement of the financial position and results of operations for the interim periods presented. These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2008.

The Company has experienced, and expects to continue to experience, substantial fluctuations in its sales, gross margins and profitability from quarter to quarter. Factors that influence these fluctuations include the volume and timing of orders received, changes in the mix of products sold, market acceptance of the Company's products, competitive pricing pressures, the Company's ability to meet demand and delivery schedules and the timing and extent of research and development expenses, marketing expenses and product development expenses. In addition, a substantial portion of the Company's net sales and operating income typically occur in the third quarter of the Company's fiscal year primarily due to disproportionately higher customer demand for less-expensive products during the holiday season. The results of operations for the quarters ended August 31, 2008 and 2007, respectively, are not necessarily indicative of the operating results for the entire fiscal year.

B. Liquidity

The Company incurred a net loss of $17.7 million in the fiscal year ended February 29, 2008 after incurring a net loss of $19.2 million in the prior fiscal year. During the third quarter of fiscal 2008, the Company announced that the Board of Directors had formed a special committee that has engaged an investment bank to assist the Company in exploring strategic alternatives. Subsequent to fiscal 2008, the Company announced that it had sold its Simmons, Weaver and Redfield sport optics brands for gross proceeds of $15.3 million.

During fiscal 2009, the Company sold three sports optics brands and associated inventory for gross cash proceeds of $15.3 million. The cash generated from the sale of these brands completely repaid the Company's domestic credit facility balance and provided cash for operations. The Company plans to continue implementing a restructuring plan that includes further headcount reductions, facility consolidation, and reductions in corporate overhead and manufacturing costs. Cash flow projections developed by management indicate the Company believes that it will have sufficient liquidity and capital resources to support current operations through fiscal 2009; however, such sufficiency cannot be assured. Further, the Company continues to depend on operating cash flow and availability under its bank lines of credit to provide short-term liquidity. The Company's U.S. credit facility expires in September 2009, is collateralized by substantially all of the domestic assets of the Company and its domestic subsidiaries and contains certain financial covenants including, but not limited to, minimum EBITDA levels, minimum tangible net worth targets, minimum fixed charge coverage ratios and certain limits on capital expenditures. In addition, the opinion of our independent auditors dated June 13, 2008 expresses significant doubt about the Company's ability to continue as a going concern which triggered a default under the terms of the Company's bank line of credit. On July 15, 2008, the Company entered into the Sixteenth Amendment to the Amended and Restated Credit Agreement dated as of October 25, 2002 (the "Sixteenth Amendment") with Bank of America, N.A. (the "Lender"). The Company cured this default through the Sixteenth Amendment to the Amended and Restated Credit

Agreement. This amendment waived the Company's non-compliance with and made the following key changes to the credit agreement: (1) reduced the revolver line amount from $15 million currently to $12 million at November 30, 2008 and $10 million at December 31, 2008; (2) decreased certain amounts of collateral to be used in the borrowing base calculations; and (3) set minimum EBITDA, tangible net worth and capital expenditure requirements measured on a monthly basis and set minimum fixed charge coverage ratio covenants.

The Sixteenth Amendment to the Company's credit agreement with its lender contains provisions that reduce the Company's collateral base and availability. Depending on the Company's performance, the resulting availability may not be sufficient for the Company to fund its operations beyond the fourth quarter. As a result, the Company is evaluating its financing alternatives in the event that it needs an alternative financing arrangement.

In addition, the credit facility expires in less than one year, and its lender may not extend the facility because the Company's projected borrowing requirements for fiscal 2010 will likely not satisfy the minimum thresholds required by its lender. As a result, the Company expects that it will be required to replace its current facility. However, there can be no assurance that the Company will be able to obtain additional financing by the fourth quarter or the replacement financing required in less than one year.

The Company's consolidated financial statements for the fiscal year ended February 29, 2008 and year-to-date during fiscal 2009 were prepared assuming the Company would continue as a going concern; however, the Company's recurring losses and accumulated deficit raise substantial doubts about its ability to continue as a going concern. The Company's ability to continue as a going concern is in doubt as a result of a declining sales trend,

From time to time in recent history, the Company has not been in compliance with certain of the restrictive covenants in the credit agreement. While the Company has historically been able to obtain amendments and/or waivers from its lender, there is no guarantee that the Company will be in compliance with the restrictive covenants in the future, and in the event of noncompliance, there is no guarantee that the Company will be able to obtain an amendment or waiver. If no amendment or waiver is obtained, the Company may be in default under the provisions of the credit facility and the Company's lender may accelerate repayment. In this event, the Company may need to raise funds to repay its lender and there can be no assurance that such funds will be available.

C. Gain on Brand Sales

On April 17, 2008 the Company sold its Weaver brand and associated inventory to Ammunition Accessories, Inc., a subsidiary of Alliant Techsystems Inc., for cash proceeds of $5.0 million. On April 18, 2008, the Company sold its Redfield brand to Leupold & Stevens, Inc. for cash proceeds of $3.0 million. The gain on these brand sales was approximately $4.5 million.

On June 12, 2008, a subsidiary of Meade Instruments Corp. (the "Company") entered into an agreement and sold its Simmons brand and associated inventory to Bushnell for gross cash proceeds of $7.3 million. The gain on this brand sale was approximately $0.8 million. In connection with this sale, on June 12, 2008, the Company and certain of its subsidiaries entered into the Fifteenth Amendment to the Amended and Restated Credit Agreement dated as of October 25, 2002 (the "Fifteenth Amendment") with Bank of America, N.A. (the "Lender"). The Fifteenth Amendment released the Lender's lien on the assets divested and reduced the Company's credit facility from $20 million to $15 million.

D. Stock Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of Statement of Financial Accounting Standards 123R, ("SFAS 123R")Share-Based Payment, which

establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123R, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee's requisite service period (generally the vesting period of the equity grant). Share-based compensation expenses, included in general and administrative expenses in the Company's consolidated statement of operations for the three months ended August 31, 2008 and 2007, were approximately $0.2 million and $0.1 million, respectively, and were $0.3 million during the six months ended August 31, 2008 and 2007. Due to deferred tax valuation allowances provided, no net benefit was recorded against the share-based compensation charged.

The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected option term, forfeiture rate, the expected volatility of the Company's stock over the option's expected term, the risk-free interest rate over the option's expected term, and the Company's expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop underlying assumptions are appropriate in calculating the fair values of the Company's stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

The fair value of the Company's stock options granted in the six months ended August 31, 2008 and 2007 was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:



Expected life(1)	3.8		3.8
Expected volatility(2)	72	%	69	%
Risk-free interest rate(3)	2.9	%	4.3	%
Expected dividends	None		None

(1): The option term was determined using the simplified method for estimating expected option life.
(2): The stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company's common stock over the most recent period equal to the expected option life of the grant, adjusted for activity which is not expected to occur in the future.
(3): The risk-free interest rate for periods equal to the expected term of the share option is based on the U.S. Treasury yield curve in effect at the time of grant.

As of August 31, 2008, there was approximately $1.2 million of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted-average period of approximately 4 years. At February 29, 2008, there was approximately $1.5 million of unrecognized compensation costs related to unvested stock options.

E. Bank, Other Debt and Subsequent Event

The Company continues to depend on operating cash flow and availability under its bank lines of credit to provide short-term liquidity. Availability under the U.S. revolving loan (which is subject to a borrowing base with standard advance rates against eligible accounts receivable and inventories) at August 31, 2008 was approximately $3.8 million. The credit facility expires in September 2009, is collateralized by substantially all of the domestic assets of the Company and its domestic subsidiaries and contains certain financial covenants including, but not limited to, minimum EBITDA levels, minimum tangible net worth targets, minimum fixed charge coverage ratios and certain limits on capital expenditures. Amounts outstanding under the U.S. revolving loan bear interest at the bank's base rate (or LIBOR) plus applicable margins. The interest rate was 7.5% at August 31, 2008.

The Sixteenth Amendment to the Company's credit agreement with its lender contains provisions that reduce the Company's collateral base and availability. Depending on the Company's performance, the resulting availability may not be sufficient for the Company to fund its operations through the fourth quarter. As a result, the Company is evaluating its financing alternatives in the event that it needs an alternative financing arrangement.

In addition, the credit facility expires in less than one year, and its lender will not extend the facility because the Company's projected borrowing requirements for fiscal 2010 do not satisfy the new minimum thresholds required by its lender. As a result, the Company will be required to replace its current facility. However, there can be no assurance that the Company will be able to obtain additional financing for the fourth quarter or the replacement financing required in less than one year.

The Company received an audit opinion from its independent public accountants in its fiscal 2008 Form 10-K as of June 13, 2008 that there is substantial doubt about the Company's ability to continue as a going concern. The receipt of this opinion resulted in a technical default under the terms of the Company's credit facility. On July 15, 2008, the Company entered into the Sixteenth Amendment to the Amended and Restated Credit Agreement dated as of October 25, 2002 (the "Sixteenth Amendment") with Bank of America, N.A. (the "Lender"). The Sixteenth Amendment made the following key changes to the credit agreement: (1) reduced the revolver line amount from $15 million currently to $12 million at November 30, 2008 and $10 million at December 31, 2008; (2) decreased certain amounts of collateral to be used in the borrowing base calculations; and (3) set minimum EBITDA, tangible net worth and capital expenditure requirements measured on a monthly basis and set minimum fixed charge coverage ratio covenants. Under the Sixteenth Amendment, the Lender also waived the Company's non-compliance with the covenants under the credit agreement as of the Company's fiscal 2008 year-end and brought the Company into compliance with all covenants.

On September 24, 2008, the Company entered into a loan agreement with VR-Bank Westmunsterland eG. The material terms and conditions of the Loan Agreement include a revolving line of credit of up to €7,500,000 through February 28, 2009. The revolving line of credit bears interest at 8.35% and is variable, depending on certain market conditions as set forth in the Loan Agreement. The interest rate on the Company's term loan adjusted to Euribor plus 2%. The revolving line of credit and term loan are collateralized by all of the assets of Meade Europe and are further collateralized by a guarantee by Meade Instruments Corp. An additional condition to the Loan Agreement is a requirement that Meade Europe maintain a minimum capitalization of approximately €5,000,000 and 30% of assets.

Amounts outstanding under the Company's various bank and other debt instruments are as follows:

	August 31, 2008			February 29, 2008

U.S. bank revolving line of credit	$	—		$	5,877
European bank revolving line of credit		50			—

Total bank revolving lines of credit	$	50		$	5,877

European term loans	$	810		$	1,142
Capital lease obligations		5			7

Total debt and capital lease obligations		815			1,149
Less current portion		(208	)		(213	)

Total long-term debt and capital lease obligations	$	607		$	936

F. Composition of Certain Balance Sheet Accounts

The composition of inventories, net of reserves, is as follows:

	August 31, 2008		February 29, 2008

Raw materials	$	3,685	$	3,418
Work-in-process		3,009		2,335
Finished goods		13,936		16,906

	$	20,630	$	22,659

The composition of goodwill and acquisition-related intangible assets is as follows:

		August 31, 2008					February 29, 2008

		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Goodwill		$	1,548	$	—		$	1,548	$	—
Acquisition-related intangible assets:
	Brand names	$	—		—		$	2,041		—
	Customer relationships		—		—			1,390		(695	)
	Trademarks		540		(224	)		1,938		(1,571	)
	Completed technologies		1,620		(515	)		1,620		(377	)
	Other		56		(56	)		56		(56	)

Total acquisition-related intangible assets			2,216		(795	)		7,045		(2,699	)

Total goodwill and acquisition-related intangible assets		$	3,764	$	(795	)	$	8,593	$	(2,699	)

As of August 31, 2008, the Company completed its sale of the Simmons, Redfield and Weaver brands. As a result, acquisition-related intangible assets were reduced by $2.8 million.

The changes in the carrying amount of goodwill and acquisition-related intangible assets for the six months ended August 31, 2008, are as follows:

	Non-amortizing intangible assets			Amortizing intangible assets

Balance, net, February 29, 2008	$	3,589		$	2,305
Sale of brand names		(2,041	)		(751	)
Amortization		—			(133	)

Balance, net, August 31, 2008	$	1,548		$	1,421

Amortization of trademarks, customer relationships and completed technologies over the next five fiscal years is estimated as follows:

Fiscal Year	Amortizing intangible assets

2009	$	99
2010		197
2011		197
2012		197
2013		197
Thereafter		534

Total	$	1,421

The composition of property and equipment is as follows:

	August 31, 2008			February 29, 2008

Buildings	$	3,517		$	3,508
Molds and dies		6,897			6,948
Machinery and equipment		4,368			4,354
Furniture and fixtures		3,358			3,612
Autos and trucks		292			246
Leasehold improvements		1,512			1,500

		19,944			20,168
Less accumulated depreciation and amortization		(16,543	)		(16,451	)

	$	3,401		$	3,717

G. Commitments and Contingencies

The Company is involved from time to time in litigation incidental to its business. Management believes that the outcome of such litigation will not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

H. Loss Per Share

Basic loss per share amounts exclude the dilutive effect of potential shares of common stock. Basic (loss) per share is based upon the weighted-average number of shares of common stock outstanding, which excludes unallocated ESOP shares. Diluted (loss) per share is based upon the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding for each period presented. Potential shares of common stock include outstanding stock options and restricted stock, which may be included in the weighted average number of shares of common stock under the treasury stock method.

The total number of options and restricted shares outstanding were as follows:



Stock options outstanding	1,840	2,155
Restricted shares outstanding	45	93

A reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding follows:

	Three Months Ended August 31,				Six Months Ended August 31,

	2008		2007		2008		2007
Basic weighted average number of shares		23,368		20,054		23,352		19,745
Dilutive potential shares of common stock		—		—		—		—

Diluted weighted average number of shares outstanding		23,368		20,054		23,352		19,745
Number of options excluded from the calculation of weighted average shares because the exercise prices were greater than the average market price of the Company's common stock		1,840		3,352		1,983		3,322
Potential shares of common stock excluded from the calculation of weighted average shares		—		239		—		269

Weighted average shares for the three and six month period ended August 31, 2008 and 2007, exclude the aggregate dilutive effect of potential shares of common stock related to stock options and restricted stock, because the Company incurred a loss and the effect would be anti-dilutive. Options with exercise prices greater than the average market price during the periods presented are excluded from the calculation of weighted average shares outstanding because the effect would be anti-dilutive.

I. Comprehensive Income (Loss)

Comprehensive loss is defined as a change in the equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and, at August 31, 2008 and 2007, includes foreign currency translation adjustments and adjustments to the fair value of highly effective derivative instruments. For the three and six months ended August 31, 2008 and 2007, respectively, the Company had other comprehensive income (loss) as follows:

	Three Months Ended August 31,						Six Months Ended August 31,

	2008			2007			2008			2007
Net loss	$	(2,018	)	$	(4,018	)	$	(261	)	$	(8,222	)
Currency translation adjustments		(554	)		111			(285	)		237
Change in fair value of foreign currency forward contracts, net of tax		(219	)		170			(183	)		187

Total other comprehensive income (loss)	$	(2,791	)	$	(3,737	)	$	(729	)	$	(7,798	)

J. Product Warranties

The Company provides reserves for the estimated cost of product warranty-related claims at the time of sale, and periodically adjusts the provision to reflect actual experience related to its standard product warranty programs and its extended warranty programs. The amount of warranty liability accrued reflects management's best estimate of the expected future cost of honoring Company obligations under its warranty plans. Additionally, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Meade and Bresser branded products, principally telescopes and binoculars, are generally covered by a two-year limited warranty. Most of the Coronado products have limited five-year warranties. Included in the warranty accrual as of August 31, 2008, is $0.5 million related to one of the company's former sport optics brands that was sold in April 2008 and for which the Company agreed to retain certain warranty liabilities. Changes in the warranty liability,

which is included as a component of accrued liabilities on the accompanying Consolidated Balance Sheets, were as follows:

	Three Months Ended August 31,						Six Months Ended August 31,

	2008			2007			2008			2007
Beginning balance	$	1,667		$	1,372		$	1,504		$	1,184
Warranty accrual		(115	)		379			99			974
Labor and material usage		(31	)		(298	)		(82	)		(705	)

Ending balance	$	1,521		$	1,453		$	1,521		$	1,453

K. Derivative Instruments and Hedging Activities

The Company, at times, utilizes derivative financial instruments to manage its currency exchange rate and interest rate risks. The Company does not enter into these arrangements for trading or speculation purposes. The Company's German subsidiary purchases inventory from Asian suppliers in U.S. dollars. A forward exchange contract is typically entered into when the U.S. dollar amount of the inventory purchase is firm. Given our foreign exchange position, a change in foreign exchange rates upon which these foreign exchange contracts are based would result in exchange gains and losses.

	August 31, 2008				February 29, 2008

	Notional amount		Fair Value		Notional amount		Fair Value
Forward currency contracts	$	4,250	$	4,067		—		—

At August 31, 2008, the fair value of forward currency contracts is recorded in accrued liabilities on the accompanying consolidated balance sheets. Changes in the fair value of the cash flow forward currency contracts have been recorded as a component of accumulated other comprehensive loss, net of tax, as these items have been designated and qualify as cash flow hedges. Due to continuing taxable losses, the Company has provided an allowance against all tax benefits generated during the quarter. Therefore, the change in the fair value of the cash flow forward currency contracts is presented in the accompanying consolidated financial statements with no net tax benefit. The settlement dates on the forward currency contracts vary based on the underlying instruments through February 28, 2009.

L. Employee Stock Ownership Plan ("ESOP")

The Company terminated its Employee Stock Ownership Plan ("ESOP") in August 2008, at which time all unearned ESOP shares were allocated to participants' accounts in accordance with the terms of the plan.

M. Income Taxes

During the year ended February 29, 2008, the company recorded a full valuation allowance against its deferred tax assets. The Company determined, in accordance with SFAS No. 109,Accounting for Income Taxes, that there was sufficient uncertainty surrounding the future realization of its deferred tax assets to warrant the recording of a full valuation allowance. The valuation allowance was recorded based upon the Company's determination that there was insufficient objective evidence, at the time, to recognize those assets for financial reporting purposes. For the periods ended August 31, 2008, the Company has not changed its assessment regarding the recoverability of its deferred tax assets. Ultimate realization of the benefit of the deferred tax assets is dependent upon the Company generating sufficient taxable income in future periods, including periods prior to the expiration of certain underlying tax credits.

The Company adopted the provisions of FIN 48 on March 1, 2007. As a result of the implementation of FIN 48, the Company recognized no material increase in the liability for unrecognized income tax benefits.

As of May 31, 2008 and as of August 31, 2008, unrecognized tax benefits, all of which affect the effective tax rate if recognized, were $0.1 million and $0.1 million, respectively. Management does not anticipate that there will be a material change in the balance of unrecognized tax benefits within the next 12 months.

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. At August 31, 2008, accrued interest related to uncertain tax positions and accrued penalty was less than $0.1 million.

N. New Accounting Pronouncements

In May 2008, the FASB issued FAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS No. 162"). This standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities. FAS No. 162 is effective 60 days following approval by the U.S. Securities and Exchange Commission of the Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The Company does not expect FAS 162 to have a material impact on the preparation of its consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3,"Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets" and requires enhanced disclosures relating to: (a) the entity's accounting policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset; (b) in the period of acquisition or renewal, the weighted-average period prior to the next renewal or extension (both explicit and implicit), by major intangible asset class and (c) for an entity that capitalizes renewal or extension costs, the total amount of costs incurred in the period to renew or extend the term of a recognized intangible asset for each period for which a statement of financial position is presented, by major intangible asset class. FSP 142-3 must be applied prospectively to all intangible assets acquired as of and subsequent to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the impact that FAS No. 142-3 will have on its financial statements.

In March 2008, the FASB issued FAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("FAS No. 161"). FAS No. 161 requires enhanced disclosure related to derivatives and hedging activities and thereby seeks to improve the transparency of financial reporting. Under FAS No. 161, entities are required to provide enhanced disclosures relating to: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedge items are accounted for under FAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS No. 133"), and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. FAS No. 161 must be applied prospectively to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under FAS No. 133 for all financial statements issued for fiscal years and interim periods beginning after November 15, 2008, which begins with the Company's 2010 fiscal year. The Company is currently evaluating the impact that FAS No. 161 will have on its financial statements.

In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS No. 157 on March 1, 2008. The adoption did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board's long-term measurement objectives for accounting for financial instruments. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to FASB Statement No. 115,Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS No. 159 on March 1, 2008. The adoption did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),Business Combinations ("SFAS 141R"). SFAS 141R establishes the requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements for business combinations. SFAS 141R is effective for annual periods beginning after December 31, 2008 and should be applied prospectively for all business combinations entered into after the date of adoption. SFAS 141R will have an impact on our accounting for business combinations once adopted on March 1, 2009, but the effect will be dependent upon acquisitions after that date.

In December 2007, the FASB approved the issuance of SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51("SFAS 160"). SFAS 160 will change the accounting and reporting for minority interests, which will now be termednoncontrolling interests. SFAS 160 requires noncontrolling interest to be presented as a separate component of equity and requires the amount of net income attributable to the parent and to the noncontrolling interest to be separately identified on the consolidated statement of operations. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. We do not expect adoption of SFAS 160 to have any impact on our consolidated financial position, results of operations or cash flows.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this Form 10-Q. This discussionmay contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements due to known and unknown risks, uncertainties and other factors, including those risks discussed in "Risk Factors" in the Company's annual report on Form 10-K. Those risk factors expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf. We do not have any intention or obligation to update forward-looking statements included in this Form 10-Q after the date of this Form 10-Q, except as required by law.

Overview of the Company

Meade Instruments Corp. is engaged in the design, manufacture, marketing and sales of consumer optics products, primarily telescopes and binoculars. We design our products in-house or with the assistance of external consultants. Most of our products are manufactured overseas by contract manufacturers in Asia while our high-end telescopes have historically been manufactured and assembled in our U.S. and Mexico facilities. During the third quarter of fiscal 2008, we announced the closure of our U.S. manufacturing operations and the transition of high-end telescope production to our Mexico facilities. As of the second quarter ended August 31, 2008, substantially all of the manufacturing has been transferred; however, due to the transition our Mexico facility is not yet producing all high-end telescopes at levels that meet customer demand. This has resulted in a backlog for certain high-end telescope products and we expect to clear this backlog by the end of the fiscal year.

Sales of our products are driven by an in-house sales force as well as a network of sales representatives throughout the U.S. We currently operate out of three primary locations: Irvine, California; Tijuana, Mexico; and Rhede, Germany. Our California facility serves as the Company's corporate headquarters and U.S. distribution center; our Mexico facilities perform manufacturing, assembly, repair, packaging, research and development, and other general and administrative functions. Our Germany location is primarily engaged in the distribution of our finished products in Europe. Our business is highly seasonal and our financial results vary significantly on a quarter-by-quarter basis throughout each year.

We believe that the Company holds valuable brand names and intellectual property that provides us with a competitive advantage in the marketplace. The Meade brand name is ubiquitous in the consumer telescope market, while the Coronado brand name represents a unique niche in the area of solar astronomy. Our Bresser® brand covers a variety of optical and other products and is primarily recognized in Europe.

During the fiscal year ended February 29, 2008, our operating results were negatively impacted by the closure and transition of our U.S. manufacturing operations, related headcount reductions and severance costs, and aggressive reductions in inventory. During fiscal 2009, our operating results reflect lower revenue for the Company's high-end products coming out of Mexico due to the transition in manufacturing, as well as due to the divestiture of the Simmons, Weaver and Redfield sports optics brands. In addition, the Company believes that the current economic environment is not favorable to telescope sales and that there is significant uncertainty over the level of revenues and the resulting impact on the Company's liquidity during the remainder of fiscal 2009. The overall turnaround of the Company is a continuing effort, and we will continue to evaluate long-term opportunities to further reduce our cost structure; these opportunities, if executed upon, may result in additional short-term costs that must be recognized in our current consolidated financial statements.

The Company's consolidated financial statements for the fiscal year ended February 29, 2008 were prepared assuming the Company would continue as a going concern; however, the Company's recurring losses and accumulated deficit raise substantial doubts about its ability to continue as a going concern. The Company's ability to continue as a going concern is in doubt as a result of a declining sales trend, recurring losses from operations and accumulated deficit and is subject to the Company's ability to increase revenue, restructure the Company by significantly reducing its cost structure and/or consummating a strategic transaction.

During the third quarter of fiscal 2008, our Board of Directors formed a special committee that engaged an investment bank to assist the Company in exploring strategic alternatives. During fiscal 2009, we sold our Simmons, Weaver and Redfield sport optics brands for gross proceeds of $15 million. The exploration of strategic alternatives has been ongoing. Such alternatives may involve a financial restructuring of the Company's capital structure or potentially the sale of all or a portion of the Company. At this time there can be no assurance that the Company will be able to execute on any additional strategic alternatives.

In August 2007, we completed a private placement of 3.1 million shares of the Company's common stock for gross proceeds of $5.8 million. However, due to the seasonality of the Company's business, we continue to rely on our domestic credit facility to meet much of our liquidity needs. The Company was not in compliance with the restrictive covenants in the credit facility agreement as of the end of fiscal 2008; in addition from time to time in recent history the Company has not been in compliance with certain of the restrictive covenants. Although the non-compliance as of fiscal 2008 was waived through the Sixteenth Amendment to the Amended and Restated Credit Agreement between the Company and Bank of America N.A., and although we have historically been able to obtain amendments and/or waivers from our lender in the past, there is also no guarantee that the Company will be in compliance with the restrictive covenants in the future, and in the event of noncompliance, there is no guarantee that we will be able to obtain an amendment or waiver. If no amendment or waiver is obtained, the Company may be in default under the provisions of the credit facility and the Company's lender may accelerate repayment. In this event, we may need to raise funds to repay our lender and there can be no assurance that such funds will be available, especially in the near-term due to the recent contractions and illiquidity in the global credit markets.

Critical Accounting Policies and Estimates

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make certain estimates, judgments and assumptions that it believes are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results may differ from these estimates under different assumptions or conditions. The significant accounting policies which management believes are the most critical to assist users in fully understanding and evaluating the Company's reported financial results include the following:

Revenue Recognition

The Company's revenue recognition policy complies with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 104,Revenue Recognition in Financial Statements. Revenue from the sale of products is recognized when title and risk of loss has passed to the customer, typically at the time of shipment, persuasive evidence of an arrangement exists, including a fixed price, and collectibility is reasonably assured. Revenue is not recognized at the time of shipment if these criteria are not met. Under certain circumstances, the Company accepts product returns or offers markdown incentives. Material management judgments must be made and used in connection with establishing sales returns and allowances estimates. The Company continuously monitors and tracks returns and

allowances and records revenues net of provisions for returns and allowances. The Company's estimate of sales returns and allowances is based upon several factors including historical experience, current market and economic conditions, customer demand and acceptance of the Company's products and/or any notification received by the Company of such a return. Historically, sales returns and allowances have been within management's estimates; however, actual returns may differ significantly, either favorably or unfavorably, from management's estimates depending on actual market conditions at the time of the return.

Inventories

Inventories are stated at the lower of cost, as determined using the first-in, first-out ("FIFO") method, or market. Costs include materials, labor and manufacturing overhead. The Company evaluates the carrying value of its inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for its products in their respective markets. The Company also evaluates the composition of its inventories to identify any slow-moving or obsolete product. These evaluations require material management judgments, including estimates of future sales, continuing market acceptance of the Company's products, and current market and economic conditions. Inventory may be written down based on such judgments for any inventories that are identified as having a net realizable value less than its cost. However, if the Company is not able to meet its sales expectations, or if market conditions deteriorate significantly from management's estimates, reductions in the net realizable value of the Company's inventories could have a material adverse impact on future operating results.

Goodwill and Intangible Assets

Goodwill and intangible assets are accounted for in accordance with SFAS No. 142,Goodwill and Intangible Assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are not amortized but are tested for impairment annually and also in the event of an impairment indicator. As required by SFAS No. 142, we evaluate the recoverability of goodwill based on a two-step impairment test. The first step compares the fair value of each reporting unit with its carrying amount, including goodwill. If the carrying amount exceeds the fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Fair value is determined based on estimated future cash flows, discounted at a rate that approximates our cost of capital. Such estimates are subject to change and we may be required to recognize an impairment loss in the future. Any impairment losses will be reflected in operating income.

Income taxes

A deferred income tax asset or liability is established for the expected future consequences of temporary differences in the financial reporting and tax basis of assets and liabilities. Significant judgment is necessary in the determination of the recoverability of the Company's deferred tax assets. Deferred tax assets are reviewed regularly for recoverability and the Company establishes a valuation allowance when it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company assesses the recoverability of the deferred tax assets on an ongoing basis. In making this assessment, the Company is required to consider all available positive and negative evidence to determine whether, based on such evidence, it is more likely than not that some portion, or all, of the net deferred assets will be realized in future periods. If it is determined that it is more likely than not that a deferred tax asset will not be realized, the value of that asset will be reduced to its expected realizable value, thereby decreasing net income. If it is determined that a deferred tax asset that had previously been written down will be realized in the future, the value of that deferred tax asset will be increased, thereby increasing net income in the period when the determination is made. Actual results may differ significantly, either favorably or unfavorably, from the evidence used to assess the recoverability of the Company's deferred tax assets.

The Company adopted the provisions of FIN 48 on March 1, 2007. As of August 31, 2008 the liability for income taxes associated with uncertain tax positions is $0.1 million.

Management does not anticipate that there will be a material change in the balance of unrecognized tax benefits within the next 12 months. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of the adoption date of March 1, 2007 and as of August 31, 2008, accrued interest related to uncertain tax benefit was less than $0.1 million. The tax years 2004-2007 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Results of Operations

The nature of the Company's business is highly seasonal. Historically, sales in the third quarter ended November 30^th each year have been significantly higher than sales achieved in each of the other three fiscal quarters of the year. Thus expenses and to a greater extent, operating income may significantly vary by quarter. Therefore, caution is advised when appraising results for a period shorter than a full year, or when comparing any period other than to the same period of the previous year.

Three Months Ended August 31, 2008 Compared to Three Months Ended August 31, 2007

Net sales during the second quarter of fiscal year 2009 were $12.6 million, down approximately $3.6 million or 22% from the prior year's second quarter net sales of $16.2 million. Approximately $2.7 million or 75% of the decrease in net revenue was driven by the Company's divestiture of its Simmons and Weaver sports optics brands earlier in fiscal 2009, as riflescope and binocular sales were lower in the second quarter of fiscal 2009 versus the prior year due to these divestures. The remaining $0.9 million of the decrease was driven by lower high-end telescope sales primarily due to the manufacturing transition to Mexico; the Company has not been able to ship high-end telescopes that meet demand and a backlog for these products has developed. The Company expects to clear this backlog by the end of the fiscal year.

Gross profit for the quarter ending August 31, 2008 was $2.6 million or 21% of net sales compared with $2.3 million or 14% of net sales in the prior year's comparable quarter. The improvement in gross profit margin was primarily driven by lower indirect manufacturing costs as a result of the closure of the Company's U.S. manufacturing operations, offset in part by the lower sales volumes, and lower average selling prices due to changing product mix.

Selling expenses for the quarter ending August 31, 2008 were $2.0 million, a 31% decrease from $2.9 million for the same quarter in the prior year. While the lower sales volume contributed to the lower selling expenses such as freight out and commissions, the overall decrease was also driven by lower headcount and reduced discretionary spending.

General and administrative expenses for the quarter ending August 31, 2008 were $3.3 million compared with $2.7 million in the same quarter in the prior year. The increase in general and administrative expenses was partially due to the timing of expenses, including the non-recurrence of certain benefits that were recorded during the second quarter of the prior year, including a bad debt recovery of $0.2 million. In addition, due to the closure of its U.S. manufacturing operations, the Company is incurring excess facility costs for its Irvine, California facility. This excess space has resulted in additional general & administrative expense and the Company is actively seeking alternatives to the current facility, including sublease possibilities. In previous years, such expense was properly classified as cost of sales.

Research and development expenses for the quarter ending August 31, 2008 were $0.6 million, consistent with the expense level for the same quarter in the prior year. The Company has maintained R&D spending in anticipation of certain new product introductions in early calendar 2009.

ESOP expense was $0.1 million in the second quarter, consistent with prior year's expense. During the second quarter, the Company terminated its ESOP and distributed the remaining shares to eligible employees. The Company expects that the only impact of the ESOP termination on its consolidated financial statements will be the lack of associated expenses on a forward-looking basis.

During the quarter, the Company sold its Simmons sport optics brand and associated inventory to Bushnell Outdoor Products for gross cash proceeds of $7.3 million. This sale resulted in a gain of approximately $0.8 million. Excluding this gain, the Company would have reported a net loss of $2.8 million, or $0.12 per share.

Interest expense was de minimus during the second quarter of fiscal 2009 compared with $0.2 million in the comparable period. Due to the cash generated from the sale of Simmons, the Company reduced usage of its credit facilities during the quarter.

Income tax benefit was $0.7 million on a consolidated basis compared with a benefit of $0.2 million in the same quarter of fiscal 2008. The tax benefit relates almost exclusively to the write-off of a deferred tax liability associated with intangible assets sold as part of the brand sales. The Company did not record any income tax provision or benefit in the U.S. due to its loss from operations, level of net operating losses and valuation allowances placed against the deferred tax assets.

Six Months Ended August 31, 2008 Compared to Six Months Ended August 31, 2007

Net sales during the first six months of fiscal year 2009 were $24.5 million, down approximately 27% from the prior year's first six months net sales of $33.8 million. The decrease in net revenue was primarily driven by lower high-end telescope sales and accessories due to the manufacturing transition to Mexico and lower sales of sports optics products due to the Company's divestiture of its Simmons and Weaver sports optics brands in the current fiscal year and weaker demand for sports optics products in general. The Company closed down its high-end manufacturing operations in the U.S. during the last quarter of fiscal 2008 and transferred this production to its facilities in Mexico. These facilities have not yet ramped up production to levels that meet market demand and the Company has accumulated a backlog for high-end telescopes. The Company expects to clear this backlog by the end of fiscal 2009. However, due to the current market conditions, even if this backlog is cleared, there can be no assurance that the demand for high-end telescopes will not decrease.

Gross profit for the six months ending August 31, 2008 was $5.2 million or 21% of net sales compared with $4.1 million or 12% of net sales in the prior year's comparable six month period. The improvement in gross profit margin was primarily driven by lower direct and indirect manufacturing costs as a result of the closure of the Company's U.S. manufacturing operations.

Selling expenses for the six months ending August 31, 2008 were $4.0 million, a 23% decrease from $5.2 million for the same six month period in the prior year. While the lower sales volume contributed significantly to the lower selling expenses, the overall decrease was also driven by lower headcount and reduced discretionary spending.

General and administrative expenses for the six months ending August 31, 2008 were $6.2 million compared with $5.6 million the same six month period in the prior year. The increase in general and administrative expenses was partially due to the timing of expenses, including the non-recurrence of certain benefits that were recorded during the second quarter of the prior year, including a bad debt recovery of $0.2 million. In addition, due to the closure of its U.S. manufacturing operations, the Company is incurring excess facility costs for its Irvine, California facility. This excess space has resulted in additional general & administrative expense and the Company is actively seeking alternatives to the current facility, including sublease possibilities. In previous years, such expense was properly classified as cost of sales.

Research and development expenses for the six months ending August 31, 2008 were $0.9 million compared with $1.0 million for the same six month period in the prior year. The decrease was

principally due to headcount reductions associated with the ongoing restructuring of the Company, offset partially by higher spending on development for certain new products expected to be released in calendar 2009.

During the six months ended August 31, 2008 the Company sold its Simmons, Weaver and Redfield sport optics brands and associated inventory to three separate buyers for gross cash proceeds of approximately $15 million. These sales resulted in a gain of approximately $5.3 million. Excluding this gain, the Company would have reported a net loss of $5.5 million, or $0.24 per share.

Interest expense decreased to $0.1 million from $0.3 million in the comparable period. Due to the cash generated from the sale of Simmons, Weaver and Redfield brands, the Company reduced it usage of its credit facilities during the period.

Income tax benefit was $0.6 million on a consolidated basis compared to $0.2 million expense in the comparable period of the prior year. The tax benefit relates almost exclusively to the write-off of a deferred tax liability associated with intangible assets sold as part of the brand sales. The Company did not record any income tax provision or benefit in the U.S. due to its loss from operations, level of net operating losses and valuation allowances placed against the deferred tax assets.

Seasonality

The Company has experienced, and expects to continue to experience, substantial fluctuations in its sales, gross margins and profitability from quarter to quarter. Factors that influence these fluctuations include the volume and timing of orders received, changes in the mix of products sold, market acceptance of the Company's products, competitive pricing pressures, the Company's ability to meet fluctuating demand and delivery schedules, the timing and extent of research and development expenses, the timing and extent of product development costs and the timing and extent of advertising expenditures. In addition, a substantial portion of the Company's net sales and operating income typically occurs in the third quarter of the Company's fiscal year primarily due to disproportionately higher customer demand for less-expensive telescopes during the holiday season. The Company continues to experience significant sales to mass merchandisers. Mass merchandisers, along with specialty retailers, purchase a considerable amount of their inventories to satisfy such seasonal customer demand. These purchasing patterns have caused the Company to increase its level of inventory during its second and third quarters in response to such demand or anticipated demand. As a result, the Company's working capital requirements have correspondingly increased at such times.

Liquidity and Capital Resources

During the six months ended August 31, 2008, the Company funded its operations principally from proceeds of approximately $15.3 million from the sale of its Simmons, Weaver and Redfield brands and related assets and by utilizing its cash on hand. Cash flow from operating activities was negatively affected principally by operating losses for the period, excluding the gain on its brand sales of approximately $5.3 million.

Working capital totaled approximately $19.0 million at August 31, 2008, compared to $17.0 million at February 29, 2008. Working capital requirements fluctuate during the year due to the seasonal nature of the business. These requirements are typically financed through a combination of internally-generated cash flows from operating activities and short-term bank borrowings.

The Company had $4.0 million in cash at August 31, 2008, a slight decrease compared to $4.3 million at February 29, 2008. The Company had no borrowings on its domestic credit facility and minimal borrowings on its foreign credit facility at August 31, 2008, compared to $5.9 million of borrowings on its credit facilities at February 29, 2008.

The Company utilizes its availability on its bank lines of credit to fund operations. Availability under its domestic and foreign bank lines of credit at August 31, 2008 were approximately $3.8 million

and $0.8 million, respectively, in addition to the Company's cash on hand. During the six months ended August 31, 2008, operations used approximately $9.0 million in cash, offsetting the $15.3 million in proceeds from its brand sales, which the Company also used to repay its domestic line of credit.

On September 24, 2008, the Company entered into a loan agreement with VR-Bank Westmunsterland eG. The material terms and conditions of the Loan Agreement include a revolving line of credit of up to €7.5 million through February 28, 2009. The revolving line of credit bears interest at 8.35% and is variable, depending on certain market conditions as set forth in the Loan Agreement. The interest rate on the Company's term loan adjusted to Euribor plus 2%. The revolving line of credit and term loan are collateralized by all of the assets of Meade Europe and are further collateralized by a guarantee by Meade Instruments Corp. An additional condition to the Loan Agreement is a requirement that Meade Europe maintain a minimum capitalization of approximately €5.0 million and 30% of assets.

During fiscal 2009, the Company sold three sports optics brands for gross cash proceeds of $15.3 million. The cash generated from the sale of these brands completely repaid the Company's domestic credit facility balance. The Company plans to implement a restructuring plan that includes headcount reductions, facility consolidation, and reductions in corporate overhead and manufacturing costs. Cash flow projections developed by management indicate the Company believes that it will have sufficient liquidity and capital resources to support current operations through fiscal 2009; however, such sufficiency cannot be assured. Further, the Company continues to depend on operating cash flow and availability under its bank lines of credit to provide short-term liquidity. The Company's U.S. credit facility expires in September 2009, is collateralized by substantially all of the domestic assets of the Company and its domestic subsidiaries and contains certain financial covenants including, but not limited to, minimum EBITDA levels, minimum tangible net worth targets, minimum fixed charge coverage ratios and certain limits on capital expenditures. In addition, the opinion of our independent auditors dated June 13, 2008 expresses significant doubt about the Company's ability to continue as a going concern which triggered an automatic default under the terms of the Company's bank line of credit. On July 15, 2008, the Company entered into the Sixteenth Amendment to the Amended and Restated Credit Agreement dated as of October 25, 2002 (the "Sixteenth Amendment") with Bank of America, N.A. (the "Lender"). The Company cured this default through the Sixteenth Amendment to the Amended and Restated Credit Agreement. This amendment waived the Company's non-compliance with and made the following key changes to the credit agreement: (1) reduced the revolver line amount from $15 million currently to $12 million at November 30, 2008 and $10 million at December 31, 2008; (2) decreased certain amounts of collateral to be used in the borrowing base calculations; and (3) set minimum EBITDA, tangible net worth and capital expenditure requirements measured on a monthly basis and set minimum fixed charge coverage ratio covenants.

From time to time in recent history the Company has not been in compliance with certain of the restrictive covenants. While the Company has historically been able to obtain amendments and/or waivers from its lender, there is no guarantee that the Company will be in compliance with the

restrictive covenants in the future, and in the event of noncompliance, there is no guarantee that the Company will be able to obtain an amendment or waiver. If no amendment or waiver is obtained, the Company may be in default under the provisions of the credit facility and the Company's lender may accelerate repayment. In this event, the Company may need to raise funds to repay its lender and there can be no assurance that such funds will be available.

During the third quarter of fiscal 2008, the Company announced that the Board of Directors had formed a special committee that has engaged an investment bank to assist the Company in exploring strategic alternatives. Subsequent to fiscal 2008, the Company announced that it had sold its Simmons, Weaver and Redfield sport optics brands for gross proceeds of $15.3 million. However, the review of strategic alternatives is continuing. Such alternatives may involve a financial restructuring of the Company's capital structure or potentially the sale of all or a portion of the Company. At this time, there can be no assurance that the Company will be able to execute on any strategic alternatives.

Capital expenditures, including financed purchases of equipment, aggregated $0.2 million and $0.3 million for the six months ended August 31, 2008 and 2007, respectively. The Company had no material capital expenditure commitments at August 31, 2008.

Inflation

The Company does not believe that inflation has had a material effect on the results of operations during the past three years. However, there can be no assurance that the Company's business will not be affected by inflation in fiscal 2009 and beyond.

New Accounting Pronouncements

In May 2008, the FASB issued FAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("FAS No. 162"). This standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities. FAS No. 162 is effective 60 days following approval by the U.S. Securities and Exchange Commission of the Public Company Accounting Oversight Board's amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". We do not expect FAS No. 162 to have a material impact on the preparation of the Company's consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3,"Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets" and requires enhanced disclosures relating to: (a) the entity's accounting policy on the treatment of costs incurred to renew or extend the term of a recognized intangible asset; (b) in the period of acquisition or renewal, the weighted-average period prior to the next renewal or extension (both explicit and implicit), by major intangible asset class and (c) for an entity that capitalizes renewal or extension costs, the total amount of costs incurred in the period to renew or extend the term of a recognized intangible asset for each period for which a statement of financial position is presented, by major intangible asset class. FSP 142-3 must be applied prospectively to all intangible assets acquired as of and subsequent to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. We are currently evaluating the impact that FAS No. 142-3 will have on our financial statements.

disclosures relating to: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedge items are accounted for under FAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS No. 133"), and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. FAS No. 161 must be applied prospectively to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments and related hedged items accounted for under FAS No. 133 for all financial statements issued for fiscal years and interim periods beginning after November 15, 2008, which for us begins with our 2010 fiscal year. We are currently evaluating the impact that FAS No. 161 will have on our financial statements.

Accordingly, this Statement does not require any new fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company adopted SFAS No. 157 on March 1, 2008. The adoption did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

separately identified on the consolidated statement of operations. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. We do not expect adoption of SFAS 160 to have any impact on our consolidated financial position, results of operations or cash flows.

Forward-Looking Information

The preceding "Management's Discussion and Analysis of Financial Condition and Results of Operations" section contains various "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, which represent the Company's reasonable judgment concerning the future and are subject to risks and uncertainties that could cause the Company's actual operating results and financial position to differ materially, including the following: the Company being able to see continued progress in its restructuring efforts, the timing of such restructuring efforts, and the fact that the restructuring efforts will result in positive financial results in the future; the Company's expectation that it will be able to resolve its liquidity challenges through negotiation with its lenders and through restructuring its business to reduce its cost structure; the Company's expectation that it can successfully transfer its manufacturing operations without significantly disrupting its supply chain; the Company's expectations in the amounts of cost savings to be achieved through restructuring the Company; the Company's expectations that it will be able to successfully negotiate new covenants with its lender on terms favorable to the Company. In the future the Company's ability to negotiate a potential strategic alternative, if at all; the Company's expectation that it will be able to build inventory of other necessary products in preparation for the holiday season; the Company's expectation that it will continue to experience fluctuations in its sales, gross margins and profitability from quarter to quarter consistent with prior periods; the Company's expectation that contingent liabilities will not have a material effect on the Company's financial position or results of operations; the Company's expectation that operating cash flow and bank borrowing capacity in connection with the Company's business should provide sufficient liquidity for the Company's obligations for at least the next twelve months.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

The Company's management (with the participation of our Chief Executive Officer and Chief Financial Officer) evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the quarter ended August 31, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been or will be detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

The Company's Chief Executive Officer and Chief Financial Officer concluded, based on their evaluation, that the Company's disclosure controls and procedures are effective for the Company as of the end of the period covered by this report.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1.A. RISK FACTORS

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

Exhibit No.		Description

Exhibit 31.1		Sarbanes-Oxley Act Section 302 Certification by Steven L. Muellner*
Exhibit 31.2		Sarbanes-Oxley Act Section 302 Certification by Paul E. Ross*
Exhibit 32.1		Sarbanes-Oxley Act Section 906 Certification by Steven L. Muellner*
Exhibit 32.2		Sarbanes-Oxley Act Section 906 Certification by Paul E. Ross*

*: Filed herewith

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.


	MEADE INSTRUMENTS CORP.
Dated: October 20, 2008	By:	/s/ STEVEN L. MUELLNER Steven L. Muellner President and Chief Executive Officer
	By:	/s/ PAUL E. ROSS Paul E. Ross Senior Vice President—Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

Exhibit 31.1		Sarbanes-Oxley Act Section 302 Certification by Steven L. Muellner*
Exhibit 31.2		Sarbanes-Oxley Act Section 302 Certification by Paul E. Ross*
Exhibit 32.1		Sarbanes-Oxley Act Section 906 Certification by Steven L. Muellner*
Exhibit 32.2		Sarbanes-Oxley Act Section 906 Certification by Paul E. Ross*

*: Filed herewith.

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MEADE INSTRUMENTS CORP. REPORT ON FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 2008 TABLE OF CONTENTS

ITEM 1. FINANCIAL STATEMENTS.

MEADE INSTRUMENTS CORP. CONSOLIDATED BALANCE SHEETS (In Thousands, except per share data) (Unaudited)
MEADE INSTRUMENTS CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, expect per share data) (Unaudited)
MEADE INSTRUMENTS CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited)
MEADE INSTRUMENTS CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In Thousands, except per share data) (Unaudited)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

ITEM 3. CONTROLS AND PROCEDURES

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1.A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

SIGNATURES
EXHIBIT INDEX

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Meade Instruments (MEAD) Inactive 10-Q2009 Q2 Quarterly report

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