Meade Instruments 10Q/A 2013 Q1 Quarterly report (amended)

Meade Instruments (MEAD) Inactive 10-Q/A2013 Q1 Quarterly report (amended)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended May 31, 2012

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

95-2988062

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

27 Hubble

Irvine, California

92618

(Address of principal executive offices)

(Zip Code)

(949) 451-1450

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock, $0.01 par value		NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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.

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

As of July 13, 2012, there were 1,229,767 outstanding shares of the Registrant’s common stock issued, par value $0.01 per share.

EXPLANATORY NOTE

We are filing this Form 10-Q/A because we have determined that our previously reported results for the quarter ended May 31, 2012 erroneously understated inventory, and overstated cost of goods sold, by $327,000. In the Original Form 10-Q (as defined below), we reported that approximately $0.4 million or “…50% of [the] decrease in gross profit was attributable to a reduction in capitalized manufacturing costs caused by a reduction in manufactured finished goods inventories.” However, we have determined that approximately $0.3 million of this reduction was determined to be due to an input error, not because of the reduction in finished goods inventories. This error was discovered during our second quarter financial statement preparation. The Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows and Note D. Composition of Certain Balance Sheet Accounts for the quarter ended May 31, 2012 included in this Form 10-Q/A have been restated to correct for the understatement of inventory and overstatement of cost of sales of $327,000. We have made necessary conforming changes in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” resulting from the correction of this error.

In conjunction with the identification of this error, management reviewed its controls and determined that this error constituted a material weakness in the operating effectiveness of certain of the Company’s internal controls. Accordingly, Item 4 of Part I, “Controls and Procedures,” has been updated.

For the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q for the quarterly period ended May 31, 2012 (the “Original Form 10-Q”), as filed with the Securities and Exchange Commission on July 16, 2012.

The following sections of the Original Form 10-Q have been modified: (i) Item 1 of Part I “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) Item 4 of Part I, “Controls and Procedures,” and (iv) Item 6 of Part II, “Exhibits”, and we have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.2, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101. No other sections were affected. This Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after July 16, 2012, the filing date of the Original Form 10-Q, or modify or update the disclosures contained in the Original Form 10-Q in any way other than as required to reflect the restatement discussed above. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Form 10-Q/A, the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits to the Original Form 10-Q, have been re-executed and re-filed as of the date of this Form 10-Q/A and are included as Exhibits hereto.

TABLE OF CONTENTS


		Page No.
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited) — May 31, 2012 and February 29, 2012		2
	Consolidated Statements of Operations (Unaudited) — Three Months Ended May 31, 2012 and 2011		3
	Consolidated Statements of Cash Flows (Unaudited) — Three Months Ended May 31, 2012 and 2011		4
	Notes to Consolidated Financial Statements (Unaudited)		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		15
Item 4.	Controls and Procedures		15
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		16
Item 1A.	Risk Factors		16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3.	Defaults Upon Senior Securities		16
Item 4.	Mine Safety Disclosure		16
Item 5.	Other Information		16
Item 6.	Exhibits		16
	Signatures		17

ITEM 1. FINANCIAL STATEMENTS.

MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	May 31, 2012			February 29, 2012
	(Restated)
ASSETS
Current assets:
Cash	$	2,701		$	3,904
Accounts receivable, less allowance for doubtful accounts of $111 at May 31, 2012 and $139 at February 29, 2012		1,889			1,668
Inventories		6,596			6,633
Prepaid expenses and other current assets		309			208

Total current assets		11,495			12,413
Property and equipment, net		218			170
Intangible assets, net		662			705
Other assets, net		102			105

	$	12,477		$	13,393

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,276		$	1,498
Accrued liabilities		1,416			1,686

Total current liabilities		2,692			3,184
Deferred rent		23			25

Commitments and contingencies

Stockholders’ equity:
Common stock; $0.01 par value; 2,500 shares authorized; 1,167 shares issued and outstanding at May 31, 2012 and February 29, 2012		12			12
Additional paid-in capital		52,679			52,670
Accumulated deficit		(42,929	)		(42,498	)

Total stockholders’ equity		9,762			10,184

	$	12,477		$	13,393

See accompanying notes to consolidated financial statements

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, expect per share data)

(Unaudited)


	Three Months Ended May 31,
	2012			2011
	(Restated)
Net sales	$	4,104		$	4,173
Cost of sales		3,237			2,804

Gross profit		867			1,369
Selling expenses		415			459
General and administrative expenses		904			944
Research and development expenses		272			199
Release of warranty liability		(293	)		—

Operating loss		(431	)		(233	)
Interest income		—			(1	)

Loss before income taxes		(431	)		(232	)
Income tax expense (benefit)		—			—

Net loss	$	(431	)	$	(232	)

Net loss per share—basic and diluted	$	(0.37	)	$	(0.20	)

Weighted average common shares outstanding—basic and diluted		1,167			1,167

See accompanying notes to consolidated financial statements

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended May 31,
	2012			2011
	(Restated)
Cash flows from operating activities:
Net loss	$	(431	)	$	(232	)
Adjustments to reconcile loss from continuing operations to net cash used in operating activities:
Release of warranty liability		(293	)		—
Depreciation and amortization		77			83
Bad debt expense		(28	)		9
Stock-based compensation		9			51
Deferred rent amortization		(2	)		—
Gain on sale of fixed assets		(5	)		—
Changes in assets and liabilities:
Accounts receivable		(193	)		137
Inventories		37			(471	)
Prepaid expenses and other current assets		(99	)		(217	)
Accounts payable		(222	)		(203	)
Accrued liabilities		24			(255	)

Net cash used in operating activities		(1,126	)		(1,098	)

Cash flows from investing activities:
Capital expenditures		(82	)		(4	)
Proceeds from sale of fixed assets		5			—

Net cash used in investing activities		(77	)		(4	)

Cash flows from financing activities		—			—

Net decrease in cash		(1,203	)		(1,102	)

Cash at beginning of period		3,904			5,076

Cash at end of period	$	2,701		$	3,974

See accompanying notes to consolidated financial statements

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Meade Instruments Corp. (the “Company”) is engaged in the design, manufacture, marketing and sale of consumer products, primarily telescopes, telescope accessories and binoculars. The Company designs its products in-house or with the assistance of external consultants. Most of the entry level products are manufactured overseas by contract manufacturers in Asia, while the high-end telescopes are manufactured and assembled at the Company’s Mexico facility. Sales of the Company’s products are driven by an in-house sales force as well as a network of sales representatives throughout the U.S. and through distributors internationally. The Company currently operates out of two primary locations: Irvine, California and Tijuana, Mexico. The California facility serves as the Company’s corporate headquarters, research and development facility; the Mexico facility contains the Company’s manufacturing, assembly, repair, packaging, distribution and other general and administrative functions. The Company’s business is highly seasonal and the financial results have historically varied significantly on a quarter-by-quarter basis throughout each year.

In the opinion of the management of the Company, 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, 2012.

Restatement of Financial Statements

Our Consolidated Balance Sheet, and Consolidated Statements of Operations and Cash Flows and Note D, Composition of Certain Balance Sheet Accounts for the quarter ended May 31, 2012 included in this Form 10-Q/A have been restated to correct for the understatement of inventory and overstatement of cost of sales of $327,000. We have determined that our previously reported results for the quarter ended May 31, 2012 erroneously understated inventory, and overstated cost of goods sold, by $327,000 and should no longer be relied upon. Additionally, this adjustment has no affect on the consolidated financial statements as of February 28, 2012 or for any quarter within that period. The following table summarizes the effects of our restatement resulting from the correction of this error.


	Previously Reported			Adjusted			Restated
	(Dollars in thousands, expect per share data)
May 31, 2012:
CONSOLIDATED BALANCE SHEETS
Inventories	$	6,269		$	327		$	6,596
Total current assets	$	11,168		$	327		$	11,495
Total assets	$	12,150		$	327		$	12,477
Accumulated deficit	$	(43,256	)	$	327		$	(42,929	)
Total Stockholders’ equity	$	9,435		$	327		$	9,762
Total liabilities and Stockholders’ equity	$	12,150		$	327		$	12,477

Three months ended May 31, 2012:
CONSOLIDATED STATEMENT OF OPERATIONS:
Cost of sales	$	3,564		$	(327	)	$	3,237
Gross profit	$	540		$	327		$	867
Operating loss	$	(758	)	$	327		$	(431	)
Loss before income taxes	$	(758	)	$	327		$	(431	)
Net loss	$	(758	)	$	327		$	(431	)
Loss per share—basic and diluted	$	(0.65	)	$	0.28		$	(0.37	)

CONSOLIDATED STATEMENT OF CASH FLOWS:
Net loss	$	(758	)	$	327		$	(431	)
Changes in assets and liabilities:
Inventories	$	364		$	(327	)	$	37

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

B. Liquidity

At May 31, 2012 and 2011, the Company had cash and cash equivalents of $2.7 million and $4.0 million, respectively, as compared to $3.9 million and $5.1 million at February 29, 2012 and February 28, 2011, respectively. Net cash used in operating activities was approximately $1.1 million during each of the three months ended May 31, 2012 and 2011.

The Company typically experiences increases in accounts receivable and inventories and a corresponding decrease in cash beginning with the end of its first fiscal quarter and culminating with the end of its third fiscal quarter. Receivables and inventories then typically decrease, and cash increases, at the end of the Company’s fiscal year. Cash flows provided by operating activities during the Company’s fourth fiscal quarters were $2.7 million and $2.9 million, respectively. Cash flows (used in) provided by operating activities for fiscal 2012 and fiscal 2011 were $(1.1) million and $0.1 million, respectively.

The Company currently has in place an undrawn $10.0 million secured credit facility with First Capital. Availability of funds under this facility is based on a percentage of eligible accounts receivable and inventory. Availability on this facility amounted to approximately $1.2 million as of May 31, 2012 and was based solely on accounts receivable as substantially all of the Company’s inventory was deemed ineligible due to it being located in Mexico. While the Company’s credit facility does not contain explicit financial covenants, the Company’s lender has significant latitude in restricting, reducing or withdrawing the Company’s credit facility at its sole discretion with limited notice, as is customary with these types of arrangements.

The initial term of the credit facility with First Capital ended in January 2012. At the expiration of the initial term of the agreement, the Company has continued to factor its receivables with First Capital on a month-to-month basis and sixty days prior notice shall be required for the Company to terminate the agreement. The expiration of the initial term of the agreement does not affect the ability of First Capital to terminate the agreement as described above.

Based upon expected order fulfillment and results from operations, the Company expects that it may need to temporarily rely on its credit facility for working capital. In such an instance, if its lender restricts, reduces or eliminates the Company’s access to credit, or requires immediate repayment of the amounts outstanding under the agreement, the Company would be required to pursue additional or alternative sources of liquidity such as equity financings or a new debt agreement with other creditors. However, the Company cannot assure that such additional sources of capital would be available on reasonable terms, if at all.

C. Stock Based Compensation

The Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification No. ASC 718-10,Share-Based Payment(“ASC 718-10”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718-10, 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 May 31, 2012 and 2011, were approximately $1 thousand and $51 thousand, respectively. 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

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 Company did not grant stock options during either of the three month periods ended May 31, 2012 and 2011. As of May 31, 2012, the Company had approximately $5 thousand of unrecognized compensation cost related to unvested stock options. This cost is expected to be recognized over a weighted average period of approximately 25 months.

On June 29, 2011, each of the Executive Officers was granted a restricted stock award (an “Award”) pursuant to the Company’s form of Restricted Stock Agreement under the Company’s 2008 Stock Incentive Plan. The Awards to Mr. Murdock and Mr. Elwood were in the amounts of 37,500 shares of Common Stock and 25,000 shares of Common Stock, respectively. Each Award vests in ten equal installments with the first installment vesting on June 29, 2012 and the remainder vesting on each of the next nine consecutive anniversaries; provided, however, if the Company subsequently achieves net income for any fiscal year of the Company (but excluding the Company’s fiscal years 2019, 2020 and 2021), as shown on the Company’s audited consolidated financial statements for such fiscal year, the vesting of the Award shall accelerate such that the number of shares of the Award which are unvested at the end of such fiscal year shall vest in three substantially equal installments over the then next three consecutive anniversaries of the date of the Award.

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

D. Composition of Certain Balance Sheet Accounts

The composition of accounts receivable, net of reserves, is as follows:


	May 31, 2012			February 29, 2012
	(In thousands)
Due from factor	$	2,301		$	1,183
Accounts receivable, other		(412	)		485

	$	1,889		$	1,668

Substantially all of the credit risk associated with the assigned invoices remained with the Company as of May 31, 2012. Accounts receivable, other includes reserves for subsequent sales return and allowances for bad debt—including reserves associated with certain invoices assigned to the factor.

Approximately 13% and 12% of the Company’s net sales were from one customer during the three months ended May 31, 2012 and 2011, respectively. Included in accounts receivable were approximately $0.3 million and $0.4 million due from this customer at May 31, 2012 and 2011, respectively.

The composition of inventories is as follows:


	May 31, 2012						February 29, 2012
	Previously Reported		Adjustment		Restated
	(In thousands)
Raw materials	$	1,911	$	70	$	1,981	$	1,419
Work in process		2,246		202		2,448		2,424
Finished goods		2,112		55		2,167		2,790

	$	6,269	$	327	$	6,596	$	6,633

Intangible assets were a result of an acquisition of substantially all of the assets and assumption of substantially all of the liabilities of Coronado Technology Group, LLC that occurred on December 1, 2004 and included the following assets:


			May 31, 2012							February 29, 2012
	Amortization Periods (In Years)		Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net book Value
	(In thousands)
Trademarks		7-15	$	424	$	(370	)	$	54	$	424	$	(361	)	$	63
Completed technologies		12		1,620		(1,012	)		608		1,620		(978	)		642

Total			$	2,044	$	(1,382	)	$	662	$	2,044	$	(1,339	)	$	705

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

The changes in the carrying amount of acquisition-related intangible assets for the three months ended May 31, 2012, are as follows:


	Amortizing Intangible Assets
	(In thousands)
Balance, net, February 29, 2012	$	705
Amortization		(43	)

Balance, net, May 31, 2012	$	662

Amortization of acquisition-related intangible assets over the next five fiscal years is estimated as follows:


Fiscal Year	(In thousands)
2013	$	128
2014		162
2015		135
2016		135
2017		102

Total	$	662

The composition of property and equipment is as follows:


	May 31, 2012			February 29, 2012
	(In thousands)
Molds and dies	$	1,302		$	1,234
Machinery and equipment		4,490			4,507
Furniture and fixtures		251			251
Autos and trucks		126			199
Leasehold improvements		138			138

		6,307			6,329
Less accumulated depreciation and amortization		(6,089	)		(6,159	)

	$	218		$	170

Since certain of the Company’s machinery and equipment is old and fully depreciated, it is possible that certain of the Company’s machinery and equipment could require replacement in the near future.

E. 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.

F. Loss Per Share

Basic loss per share amounts excludes 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. 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.

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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


	May 31, 2012		February 29, 2012
	(In thousands)
Stock options outstanding		77		77
Restricted shares outstanding		63		63

These amounts were excluded from the weighted-average number of shares of common stock outstanding, as including these items would be anti-dilutive due to the Company’s net loss.

G. 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^® brand products, principally telescopes and binoculars, are generally covered by a one-year limited warranty. Most of the Coronado^® products have limited five-year warranties.

Included in the warranty accrual as of February 29, 2012, is $0.5 million related to the Company’s former sport optics brands that were sold in 2008 and for which the Company agreed to retain certain warranty liabilities. In June 2012, the Company entered into an agreement with the owner of one of the Company’s former sport optics brands which eliminated the Company’s remaining liability of approximately $0.3 million for any future product warranty claims associated with that brand. The Company reduced its warranty accrual as of May 31, 2012 by $0.3 million accordingly.

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 May 31,
	2012			2011
	(In thousands)
Beginning balance	$	736		$	810
Release of warranty liability		(293	)		—
Warranty accrual		42			43
Labor and material		(58	)		(103	)

Ending balance	$	427		$	750

H. Income Taxes

In accordance with ASC 740,Accounting for Income Taxes, the Company has determined 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 this time, to recognize those assets for financial reporting purposes. For the period ended May 31, 2012, the

MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

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.

No provision for income taxes was recorded in the current or prior period presented due to the significance of the Company’s net loss.

The tax years 2008 through 2011 remain open to examination by the major taxing jurisdictions to which the Company is subject. However, the amount of a net operating loss carryforward can be adjusted for federal tax purposes for the three years (four years for the major state jurisdictions in which the Company operates) after the net operating loss is utilized.

Unrecognized Tax Benefits

The Company is subject to income taxes in the United States and Mexico. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite a belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of income tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. Accruals for unrecognized tax benefits are provided for in accordance with the requirements of the prescribed authoritative guidance. At May 31, 2012 and February 29, 2012, there were no unrecognized tax benefits. 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 accrued interest and penalties related to uncertain tax positions in income tax expense. At May 31, 2012 and February 29, 2012, there were no accrued interest and penalties related to uncertain tax positions.

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 discussionmaycontain 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 sale of consumer optics products, primarily telescopes, telescope accessories and binoculars. We design our products in-house or with the assistance of external consultants. Most of our entry level products are manufactured overseas by contract manufacturers in Asia, while our high-end telescopes are manufactured and assembled at our Mexico facility. Sales of our products are driven by an in-house sales force as well as a network of sales representatives throughout the U.S. and through distributors internationally. We currently operate out of two primary locations: Irvine, California and Tijuana, Mexico. Our California facility serves as the Company’s corporate headquarters, research and development facility and U.S. distribution center; our Mexico facility contains our manufacturing, assembly, repair, packaging, and other general and administrative functions. Our business is highly seasonal and our financial results have historically varied significantly on a quarter-by-quarter basis each year.

We believe that the Company holds valuable brand names and intellectual property that provide 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.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported in the Condensed Consolidated Financial Statements and accompanying notes. Note 1 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended February 29, 2012 describes the significant accounting policies and methods used in the preparation of our Condensed Consolidated Financial Statements. Our critical accounting estimates, discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended February 29, 2012, include revenue recognition, estimates for allowances for doubtful accounts, inventories, property and equipment, intangible assets, accounting for income taxes, shipping and handling costs, advertising, research and development, loss per share, concentration of credit risk, fair value of financial instruments, use of estimates in preparation of consolidated financial statements, product warranties, and stock-based compensation. Such accounting policies and estimates require significant judgments and assumptions to be used in the preparation of our Consolidated Financial Statements and actual results could differ materially from the amounts reported based on variability in factors affecting these estimates.

Our management discusses the development and selection of our critical accounting policies and estimates with the Audit Committee of our Board of Directors at least annually. Our management also internally discusses the adoption of new accounting policies or changes to existing policies at interim dates, as it deems necessary or appropriate.

New Accounting Pronouncements

From time to time, the Financial Accounting Standards Board or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update. Unless otherwise discussed, we believe that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on our Consolidated Financial Statements upon adoption.

Results of Operations

The Company’s business is seasonal. Historically, sales in the second and third quarter ended August 31^st and November 30^th each year have been higher than sales achieved in each of the other two fiscal quarters of the year. Thus, expenses and, to a greater extent, results from operations vary significantly 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 May 31, 2012 (restated) Compared to Three Months Ended May 31, 2011

The Company reported net sales of $4.1 million for the quarter ended May 31, 2012, a decrease of $0.1 million or 2% from net sales of $4.2 million in the same period in the prior year. Sales of solar telescopes were up $0.5 million, offset by declines in other product categories. The decline in net sales of other product categories was attributed primarily to delays in shipment of the Company’s new LX800, LX80 and, to a lesser extent, LX600 high-end telescope products which have required a longer design schedule than originally anticipated. The Company anticipates shipping these products soon. The Company has a backlog of orders for approximately $10 million which it expects to work through over the next three quarters. The Company’s backlog at the same period in the prior year was approximately $4 million. The Company defines “backlog” as orders received for products with due dates over the next 12 months; such orders can be canceled by the customer(s) prior to shipment but generally have limited rights of return.

Gross profit of $0.9 million during the three months ended May 31, 2012 decreased $0.5 million or 37% compared to the same period in the prior year. The decrease in gross profit was attributed to an unfavorable net change in product mix.

Selling expenses for the first quarter ended May 31, 2012 were $0.4 million or 10% of net sales compared to $0.5 million or 11% of net sales during the same quarter in the prior year. The decrease in selling expenses as a percentage of net sales was due to reductions in the headcount attributable to the elimination of the Company’s U.S. distribution activities and recovery of bad debt, offset partially by increased discretionary selling expenses such as advertising and marketing expenses.

General and administrative expenses for the first quarter ended May 31, 2012 were $904 thousand or 22% of net sales compared to $944 thousand or 23% of net sales in the same quarter in the prior year. The decrease in general and administrative expenses was mainly due to a reduction in headcount and a reduction in stock compensation expense.

Research and development expenses in the first quarter ended May 31, 2012 were higher by $72 thousand or 36% compared to the same period in the prior year due to increased efforts at new product development and work being done to correct the LX800 telescopes.

Release of warranty liability of $0.3 million during the three months ended May 31, 2012 pertained to a reduction in the Company’s warranty accrual which was recorded based upon an agreement which released the Company of its remaining warranty liability associated with those products. No such adjustment applied to the prior year.

No provision for income taxes was recorded in the current or prior period presented due to the significance of the Company’s net loss

Seasonality

The Company has experienced, and expects to continue to experience, substantial fluctuations in its sales, gross margins, working capital requirements and results from operations 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 activities and the timing and extent of advertising expenditures. Historically, a substantial portion of the Company’s net sales and results from operations typically occurred in the second and third quarter of the Company’s fiscal year primarily due to the higher customer demand for less-expensive telescopes during the holiday season. Mass merchandisers, along with specialty retailers, purchase a considerable amount of their inventories to satisfy 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. The Company continues to experience significant sales to mass merchandisers. Accordingly, the Company’s net sales, working capital requirements and results from operations are expected to be higher in its second and third quarters than in the first and fourth quarters of its fiscal year.

Liquidity and Capital Resources

Capital expenditures were approximately $82 thousand and $4 thousand for the three months ended May 31, 2012 and 2011, respectively. The increase in capital expenditures related to purchases of tools, molds and dies associated with new products. The Company had no material capital expenditure commitments at May 31, 2012. However, certain of the Company’s machinery and equipment is old and fully depreciated. It is possible that certain of the Company’s machinery and equipment could require replacement in the near future.

Inflation

The Company does not believe that inflation has had a material effect on the results of operations during the past two years. However, there can be no assurance that the Company’s business will not be affected by inflation in the remainder of fiscal 2013 and beyond.

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 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, the Company is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Original Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is 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 end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Principal Financial and Accounting Officer has concluded that as of May 31, 2012, the Company’s disclosure controls and procedures were not effective due to the material weakness described below, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely discussions regarding required disclosure.

In light of the material weakness described below, we performed additional analysis and other post-closing procedures to ensure that our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Material Weakness and Related Remediation Initiatives

We did not effectively maintain a sufficient level of resources within our accounting department, which resulted in a lack of separation of duties between the preparation and review of adjustments necessary to properly state inventory. We have subsequently modified the preparation and review procedures relative to inventory adjustments to address this deficiency in our internal control procedures, which is how the error was identified by management, and expect that this deficiency will be remediated through these initiatives.

Remediation of Internal Control Deficiencies and Expenditures

It is reasonably possible that, if not remediated, the material weakness described above could result in a material misstatement in our reported financial statements in a future annual or interim period. We have taken specific actions to remediate the above material weakness. We do not believe the costs associated with these actions will be significant.

We believe that we are addressing the deficiency that affected our internal control over financial reporting as of May 31, 2012. Because the remedial actions rely extensively on manual review and approval, the successful operation of these controls for at least two quarters may be required before management may be able to conclude that the material weakness has been remediated. We intend to continue to evaluate and strengthen our internal control over financial reporting. If we are unable to establish adequate internal control over financial reporting, we may encounter difficulties in the audit or review of our financial statements by our independent registered public accounting firm, which in turn may have a material adverse effect on our ability to prepare financial statements in accordance with GAAP and to comply with our SEC reporting obligations.

Changes in Internal Control Over Financial Reporting

Except as described above, there has been no material change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

ITEM 1A. 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. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

In June 2012, the Company entered into an agreement with the buyer of one of the Company’s former sport optics brands that resulted in canceling the Company’s liability for any future product warranty associated with that brand, reducing the Company’s warranty liability by approximately $0.3 million.

ITEM 6. EXHIBITS


Exhibit		Exhibit Title or Description

31.1		Rule 13a-14(a)/15d-14(a) Certification — Principal Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification — Principal Financial Officer

32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 — Chief Executive Officer

32.2		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 — Chief Financial Officer

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Label Linkbase Document

101.PRE*		XBRL Taxonomy Presentation Linkbase Document

*	As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

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 4, 2012	By:	/s/ STEVEN G. MURDOCK
		Steven G. Murdock
		Chief Executive Officer

	By:	/s/ JOHN A. ELWOOD
		John A. Elwood
		Senior Vice President – Finance and Administration Chief Financial Officer and Secretary

EXHIBIT INDEX


Exhibit		Exhibit Title or Description

31.1		Rule 13a-14(a)/15d-14(a) Certification — Principal Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification — Principal Financial Officer

32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 — Chief Executive Officer

32.2		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 — Chief Financial Officer

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Label Linkbase Document

101.PRE*		XBRL Taxonomy Presentation Linkbase Document

*	As provided in Rule 406T of Regulation S-T, this information is deemed furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

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