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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended May 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22183
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MEADE INSTRUMENTS CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2988062
(State or other jurisdiction (I.R.S. Employer
Of incorporation or organization) Identification No.)
6001 OAK CANYON, IRVINE, CA 92618
(Address of principal executive offices) (Zip Code)
(949) 451-1450
(Registrant's telephone number, including area code)
----------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Number of shares of common stock outstanding as of May 31, 2001 is
16,472,000 shares, giving effect to the two-for-one stock split declared by the
Company on May 5, 2000 and paid on June 19, 2000 to all stockholders of record
as of May 22, 2000.
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MEADE INSTRUMENTS CORP.
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
PAGE NO.
--------
Consolidated Balance Sheets (Unaudited)-- May 31, 2001 and
February 28, 2001.................................................. 3
Consolidated Statements of Income (Unaudited)-- Three Months Ended
May 31, 2001 and 2000.............................................. 4
Consolidated Statements of Cash Flows (Unaudited)-- Three Months Ended
May 31, 2001 and 2000.............................................. 5
Notes to Consolidated Financial Statements (Unaudited)................ 6
Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 7
PART II -- OTHER INFORMATION
Other Information..................................................... 11
SIGNATURES............................................................ 12
EXHIBIT INDEX......................................................... 13
2
ITEM 1. FINANCIAL STATEMENTS.
MEADE INSTRUMENTS CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
MAY 31, FEBRUARY 28,
2001 2001
--------------- --------------
Current assets:
Cash........................................................................... $ 1,992,000 $ 1,186,000
Accounts receivable, less allowance for doubtful accounts of $2,490,000 at
May 31, 2001 and $2,175,000 at February 28, 2001............................ 11,091,000 10,254,000
Inventories.................................................................... 35,430,000 41,651,000
Deferred income taxes.......................................................... 6,915,000 6,915,000
Prepaid expenses and other current assets...................................... 5,547,000 4,805,000
--------------- --------------
Total current assets................................................... 60,975,000 64,811,000
Other assets..................................................................... 3,559,000 3,950,000
Property and equipment, net of accumulated depreciation of $5,835,000 at
May 31, 2001 and $5,466,000 at February 28, 2001............................... 8,920,000 7,705,000
--------------- --------------
$ 73,454,000 $ 76,466,000
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit............................................................ $ 13,159,000 $ 14,585,000
Accounts payable............................................................... 2,755,000 2,522,000
Accrued liabilities............................................................ 3,330,000 4,051,000
Current portion, long-term debt and capital lease obligations.................. 4,478,000 4,786,000
--------------- --------------
Total current liabilities.............................................. 23,722,000 25,944,000
--------------- --------------
Long-term capital lease obligations, net of current portion...................... 152,000 171,000
--------------- --------------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 50,000,000 shares authorized;
16,472,000 shares issued and outstanding at May 31, 2001 and at
February 28, 2001............................................................ 165,000 165,000
Additional paid-in capital..................................................... 32,367,000 32,367,000
Retained earnings.............................................................. 22,945,000 23,743,000
Accumulated other comprehensive income......................................... (552,000) (359,000)
--------------- --------------
54,925,000 55,916,000
Unearned ESOP shares........................................................... (5,345,000) (5,565,000)
--------------- --------------
Total stockholders' equity............................................. 49,580,000 50,351,000
--------------- --------------
$ 73,454,000 $ 76,466,000
=============== ==============
See accompanying notes to consolidated financial statements.
3
MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
MAY 31,
-----------------------------------
2001 2000
--------------- ---------------
Net sales........................................................ $ 16,144,000 $ 22,790,000
Cost of sales.................................................... 11,492,000 13,505,000
--------------- ---------------
Gross profit................................................... 4,652,000 9,285,000
Selling expenses................................................. 2,238,000 3,352,000
General and administrative expenses.............................. 2,449,000 2,117,000
ESOP contribution expense........................................ 308,000 649,000
Research and development expenses................................ 597,000 458,000
--------------- ---------------
Operating income (loss)........................................ (940,000) 2,709,000
Interest expense................................................. 339,000 234,000
--------------- ---------------
Income (loss) before income taxes................................ (1,279,000) 2,475,000
Provision (benefit) for income taxes............................. (481,000) 1,106,000
--------------- ---------------
Net income (loss)................................................ $ (798,000) $ 1,369,000
=============== ===============
Basic earnings (loss) per share.................................. $ (0.05) $ 0.09
=============== ===============
Diluted earnings (loss) per share................................ $ (0.05) $ 0.09
=============== ===============
Weighted average number of shares outstanding-- basic............ 14,995,000 14,563,000
=============== ===============
Weighted average number of shares outstanding-- diluted.......... 14,995,000 15,896,000
=============== ===============
See accompanying notes to consolidated financial statements.
4
MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
MAY 31,
---------------------------------
2001 2000
-------------- --------------
Cash flows from operating activities:
Net income (loss)......................................................... $ (798,000) $ 1,369,000
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization.......................................... 562,000 447,000
ESOP contribution...................................................... 308,000 649,000
Allowance for doubtful accounts........................................ 317,000 (39,000)
Changes in assets and liabilities:
Increase in accounts receivable...................................... (1,235,000) (4,550,000)
Decrease (increase) in inventories................................... 5,695,000 (4,023,000)
Decrease (increase) in prepaid expenses and other assets............. (69,000) 177,000
Increase in accounts payable......................................... 250,000 642,000
Decrease in accrued liabilities...................................... (871,000) (1,848,000)
Decrease in income taxes payable..................................... (295,000) (2,821,000)
-------------- --------------
Net cash provided by (used in) operating activities............... 3,864,000 (9,997,000)
-------------- --------------
Cash flows from investing activities:
Capital expenditures...................................................... (1,510,000) (888,000)
-------------- --------------
Net cash used in investing activities............................. (1,510,000) (888,000)
-------------- --------------
Cash flows from financing activities:
Net borrowings (payments) under bank line of credit....................... (1,340,000) 8,970,000
Payments on bank note..................................................... (250,000)
Payments under capital lease obligations.................................. (76,000) (68,000)
Exercise of stock options................................................. 735,000
-------------- --------------
Net cash provided by (used in) financing activities............... (1,666,000) 9,637,000
-------------- --------------
Effect of exchange rate changes on cash..................................... 118,000 (3,000)
-------------- --------------
Net increase (decrease) in cash............................................. 806,000 (1,251,000)
Cash at beginning of period................................................. 1,186,000 2,180,000
-------------- --------------
Cash at end of period....................................................... $ 1,992,000 $ 929,000
============== ==============
See accompanying notes to consolidated financial statements.
5
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 presentation 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 28, 2001.
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 telescopes during the Christmas holiday season. The
results of operations for the quarters ended May 31, 2001 and 2000,
respectively, are not necessarily indicative of the operating results for the
entire fiscal year.
B. OPERATIONS
During fiscal 2001, the Company experienced lower than anticipated unit
sales of less-expensive telescopes manufactured in Asia, lower telescope
accessory sales, the negative effect of seasonal promotional markdowns and
product promotions, and decreased sales from the Company's European subsidiary.
This caused the Company to be in breach of the financial covenants of its loan
agreement with its bank. The Company received a Waiver Agreement (the "Waiver")
from the bank covering the breach as of February 28, 2001. The Waiver modified
the covenants through August 31, 2001, at which time the Company is again
required to be in compliance with the original covenants. As of May 31, 2001,
the Company is in compliance with the modified covenants. The Waiver also
reduced the amount of borrowings available under the revolving credit line to
$22,500,000. The Company is currently negotiating to renew its loan agreement
with the bank. The Company anticipates the new loan agreement to be in the form
of a $32,000,000 revolving credit facility and a $3,000,000 term loan.
Availability under the new loan agreement would be subject to a borrowing base
with standard advance rates against eligible accounts receivable and inventories
and would be collateralized by substantially all of the assets of the Company
and its domestic subsidiaries. Management believes the Company will be able to
enter into the new loan agreement in order to meet its working capital needs for
the foreseeable future. However, there can be no assurance that the Company will
be successful in entering into a new loan agreement with its current lender.
Should the Company be unable to do so, it would be required to seek alternative
sources of capital in order to repay its current borrowings with the bank. There
can be no assurance that such alternative sources of capital will be available
on reasonable terms, if at all. Failure to obtain such alternative sources of
capital would have a material adverse effect on the Company's financial
condition and its ability to achieve its business plan and objectives.
C. COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS
The composition of inventories is as follows:
MAY 31, FEBRUARY 28,
2001 2001
--------------- ---------------
Raw materials............................... $ 8,796,000 $ 9,915,000
Work-in-process............................. 7,365,000 7,919,000
Finished goods.............................. 19,269,000 23,817,000
--------------- ---------------
$ 35,430,000 $ 41,651,000
=============== ===============
Included in prepaid expenses and other current assets at May 31, 2001 is
$4,673,000 of net prepaid income taxes.
6
D. COMMITMENTS AND CONTINGENCIES
On June 3, 1998 a complaint was filed against the Company alleging
infringement of a U.S. patent by the Company. On April 29, 1999, the Company
filed a motion requesting summary judgment that the Company has not infringed
the patent and a motion requesting summary judgment that the patent is invalid.
On June 30, 1999, the court granted the motion for summary judgment of
non-infringement. On July 2, 1999, the court held that the Company has not
infringed the patent. On July 27, 1999 the opposing party filed a purported
notice of appeal with respect to the summary judgment motion. On May 2, 2000 the
Company filed a motion to dismiss the appeal. On June 23, 2000 the court granted
the Company's motion and ordered a dismissal of the appeal. On July 7, 2000, the
opposing party filed a petition for rehearing of the appeal. On March 12, 2001,
the appellate court denied the opposing party's petition for a rehearing of the
appeal. On or about July 10, 2001, Reddwarf filed a petition for a writ of
certiorari, seeking review by the United States Supreme Court. The Supreme Court
has not yet ruled on whether to grant certiorari. In the event of any further
proceedings on the merits, the Company intends to vigorously defend the
judgment. The ultimate liability of the Company under this action is not
presently determinable. After discussion with counsel, and in light of the
summary judgment and actions of the appellate court, it is the opinion of
management that such liability is not expected to have a material effect on the
Company's financial position or results of operations.
The Company is involved from time to time in litigation incidental to its
business. Management believes that the outcome of current litigation will not
have a material adverse effect on the Company.
E. NET INCOME PER SHARE
Basic earnings per share amounts exclude the dilutive effect of potential
common shares. Basic earnings per share are based upon the weighted-average
number of common shares outstanding. Diluted earnings per share are based upon
the weighted-average number of common shares and dilutive potential common
shares outstanding. Potential common shares are outstanding stock options under
the Company's stock incentive plan that are included under the treasury stock
method.
The following is a reconciliation of the denominators of the basic and
diluted earnings per share computations for the quarters ended May 31, 2001 and
2000, respectively.
MAY 31, 2001 MAY 31, 2000
--------------- ---------------
Net income (loss)......................... $ (798,000) $ 1,369,000
=============== ===============
Shares outstanding-basic.................. 14,995,000 14,563,000
Effect of dilutive securities:
Stock options........................... - 1,333,000
--------------- ---------------
Shares outstanding-diluted................ 14,995,000 15,896,000
=============== ===============
Net income (loss) - basic................. $ (0.05) $ 0.09
=============== ===============
Net income (loss) - diluted............... $ (0.05) $ 0.09
=============== ===============
F. COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income establishes standards for reporting and displaying of
comprehensive income and its components in the Company's consolidated financial
statements. Comprehensive income is defined in SFAS 130 as the change in equity
(net assets) of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources. Total comprehensive
income (loss) was ($991,000) and $1,365,000 for the quarters ended May 31, 2001
and 2000, respectively. The difference from net income (loss) as reported is the
change in the cumulative currency translation adjustment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The nature of the Company's business is seasonal. Historically, sales in the
third quarter have been higher than sales achieved in each of the other three
fiscal quarters of the year. Thus, expenses and, to a greater extent, operating
income vary by quarter. Caution, therefore, 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.
7
THREE MONTHS ENDED MAY 31, 2001 COMPARED TO THREE MONTHS ENDED MAY 31, 2000
Net sales for the first quarter of fiscal 2002 were $16.1 million compared
to $22.8 million for the first quarter of fiscal 2001, a decrease of 29.2%.
While sales were lower across most of the Company's major product lines, this
decrease was principally due to lower sales of less-expensive imported
telescopes.
Gross profit decreased from $9.3 million (40.7% of net sales) for the first
quarter of fiscal 2001 to $4.7 million (28.8% of net sales) for the first
quarter of fiscal 2002, a decrease of 49.9%. The decrease in gross profit as a
percent of net sales was principally due to competitive pricing pressure both in
the U.S and Europe as well as lower sales volume over fixed costs of sales.
Selling expenses decreased from $3.4 million (14.7% of net sales) for the
first quarter of fiscal 2001 to $2.2 million (13.9% of net sales) for the first
quarter of fiscal 2002, a decrease of 33.2%. This decrease was primarily due to
decreases in advertising and marketing expenses. The Company expects advertising
and marketing expenses to continue to decrease for the current fiscal year from
the prior year levels as the Company has reduced national general consumer
advertising and concentrated its efforts on point-of-sale promotions supported
by co-operative advertising with its major customers.
General and administrative expenses increased from $2.1 million (9.3% of net
sales) for the first quarter of fiscal 2001 to $2.4 million (15.2% of net sales)
for the first quarter of fiscal 2002, an increase of 15.7%. This increase was
principally due to unrealized currency exchange losses on transactions with the
Company's German subsidiary.
ESOP contribution expense decreased from $649,000 (2.8% of net sales) for
the first quarter of fiscal 2001 to $308,000 (1.9% of net sales) for the first
quarter of fiscal 2002, a decrease of 52.5%. The decrease in this non-cash
charge was due to decreases in the average market price of the Company's stock
allocated to the Employee Stock Ownership Plan during the quarter. The non-cash
ESOP contribution expense may fluctuate as the market value of the Company's
common stock changes.
Research and development expenses increased from $458,000 (2.0% of net
sales) for the first quarter of fiscal 2001 to $597,000 (3.7% of net sales) for
the first quarter of fiscal 2002, an increase of 30.3%. The Company expects
research and development expenses to continue to increase as the Company
continues to introduce new consumer related products and leverage its
core competencies into the development of industrial products for application in
the areas of free-space optics and digital imaging.
LIQUIDITY AND CAPITAL RESOURCES
For the three months ended May 31, 2001 the Company funded its operations
with internally generated cash flow. Internally generated cash flow from the net
loss adjusted for non-cash charges increased due to the significant decrease in
inventories that was slightly offset by increased accounts receivable. The
decrease in inventories (down $5.7 million from February 28, 2001 levels) was
consistent with the Company's plans to reduce increased inventory levels after
lower-than-expected results in the third and fourth quarters of fiscal year
2001. Net working capital totaled approximately $37.3 million at May 31, 2001,
compared to $38.9 million at February 28, 2001. 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 flow from operating activities and short-term bank borrowings.
During fiscal 2001, the Company experienced lower than anticipated unit
sales of less-expensive telescopes manufactured in Asia, lower telescope
accessory sales, the negative effect of seasonal promotional markdowns and
product promotions, and decreased sales from the Company's European subsidiary.
This caused the Company to be in breach of the financial covenants of its loan
agreement with its bank. The Company received a Waiver Agreement (the "Waiver")
from the bank covering the breach as of February 28, 2001. The Waiver modified
the covenants through August 31, 2001, at which time the Company is again
required to be in compliance with the original covenants. As of May 31, 2001,
the Company is in compliance with the modified covenants. The Waiver also
reduced the amount of borrowings available under the revolving credit line to
$22,500,000. The Company is currently negotiating to renew its loan agreement
with the bank. The Company anticipates the new loan agreement to be in the form
of a $32,000,000 revolving credit facility and a $3,000,000 term loan.
Availability under the new loan agreement would be subject to a borrowing base
with standard advance rates against eligible accounts receivable and inventories
and would be collateralized by substantially all of the assets of the Company
8
and its domestic subsidiaries. Management believes the Company will be able to
enter into the new loan agreement in order to meet its working capital needs for
the foreseeable future. However, there can be no assurance that the Company will
be successful in entering into a new loan agreement with its current lender.
Should the Company be unable to do so, it would be required to seek alternative
sources of capital in order to repay its current borrowings with the bank. There
can be no assurance that such alternative sources of capital will be available
on reasonable terms, if at all. Failure to obtain such alternative sources of
capital would have a material adverse effect on the Company's financial
condition and its ability to achieve its business plan and objectives.
Capital expenditures, including financed purchases of equipment, aggregated
$1,510,000 and $888,000 for the three months ended May 31, 2001 and 2000,
respectively. The Company had no material capital expenditure commitments at May
31, 2001.
Based on the Company's expectations regarding the new loan agreement as set
forth above, the Company believes that internally generated cash flow and
borrowing ability will be sufficient to meet its operating, working capital and
capital expenditure requirements for the foreseeable future. In the event that
the Company requires more capital than is presently anticipated, the Company's
remaining cash balances may be consumed and additional sources of liquidity,
such as debt or equity financings, may be required to meet its capital needs.
There can be no assurance that additional capital beyond the amounts the Company
currently requires will be available on reasonable terms, if at all.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133; Accounting for
Derivative Instruments and Hedging Activities. SFAS 133 was adopted during the
quarter ended May 31, 2001. It establishes accounting and reporting standards
for derivative instruments and for hedging activities. Management does not
expect the adoption of SFAS 133 to have a material impact on the Company's
financial position or results of operations.
In June 2001 the FASB approved SFAS No. 141 and No. 142, Business
Combinations and Goodwill and Other Intangible Assets, respectively. The Company
is required to adopt the provisions of these statements no later than the first
quarter of its fiscal year 2003. The Company has not yet determined the impact
of adopting SFAS No. 141 and No. 142.
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's ability to expand the markets for telescopes,
binoculars and other optical products; the Company's ability to continue to
develop and bring to market new and innovative products; the Company's ability
to integrate and develop its wholly-owned manufacturing facility in Mexico in
combination with its existing manufacturing capabilities; the Company expanding
its distribution network; the Company's ability to integrate and further develop
the business of Bresser in combination with the Company's existing business; the
Company experiencing fluctuations in its sales, gross margins and profitability
from quarter to quarter consistent with prior periods; the Company's expectation
that its contingent liabilities will not have a material effect on the Company's
financial position or results of operations; the extent to which the Company
will be able to execute a new loan agreement; the extent to which the Company
will be able to leverage its design and manufacturing expertise in the areas of
free-space optics and digital imaging; and the Company's expectation that it
will have sufficient funds to meet any working capital requirements during the
foreseeable future with internally generated cash flow and borrowing ability.
In addition to other information in this report, the Company cautions that
certain factors, including, without limitation, the following, should be
considered carefully in evaluating the Company and its business and that such
factors may cause the Company's actual operating results to differ materially
from those set forth in the forward looking statements described above or to
otherwise be adversely affected: any significant decline in general economic
conditions or uncertainties affecting consumer spending; any general decline in
9
demand for the Company's products; any inability to continue to design and
manufacture products that will achieve and maintain commercial success; any
failure of the Company to penetrate the binocular market and achieve meaningful
sales; any significant interruption of the Company's manufacturing abilities in
its domestic or Mexican facilities or in any of its suppliers located in the far
east; greater than anticipated competition; any loss of, or the failure to
replace, any significant portion of the sales made to any significant customer
of the Company; the inherent risks associated with international sales,
including variations in local economies, fluctuating exchange rates (including
conversion to Euros), increased difficulty of inventory management, greater
difficulty in accounts receivable collections, costs and risks associated with
localizing products for foreign countries, changes in tariffs and other trade
barriers, adverse foreign tax consequences, cultural differences affecting
product demand and customer service and burdens of complying with a variety of
foreign laws; the inherent risks associated with products manufactured or
assembled outside of the United States, including, among other things,
imposition of quotas or trade sanctions, fluctuating exchange rates, shipment
delays or political instability and increasing ESOP charges in the event the
market price of the Company's stock increases.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to certain levels of market risks, including changes
in foreign currency exchange rates and interest rates. Market risk is the
potential loss arising from adverse changes in market rates and prices, such as
foreign currency exchange and interest rates.
The Company conducts business in a number of foreign currencies, principally
in Europe. These currencies have been relatively stable against the U.S. dollar
for the past several years. As a result, foreign currency fluctuations have not
had a material impact historically on Meade's revenues or results of operations.
There can be no assurance that European currencies will remain stable relative
to the U.S. dollar or that future fluctuations in the value of foreign
currencies will not have a material adverse effect on the Company's business,
operating results, revenues and financial condition. The Company has and will
continue to consider the adoption of a foreign currency hedging program.
The Company does not enter into derivatives or other financial instruments
for trading, speculative purposes or to manage its interest rate risk. The
Company's financial instruments consist of cash, accounts receivable, accounts
payable, and long-term obligations. The Company's exposure to market risk for
changes in interest rates relates primarily to short-term investments and
short-term obligations. As a result, the Company does not expect fluctuations in
interest rates to have a material impact on the fair value of these instruments.
10
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Meade Instruments Corporation v. Reddwarf Starware, LLC, aka Reddwarf
Instruments, LLC ("Reddwarf"), Civil No. SACV 98-240 GLT, United States District
Court for the Central District of California, and Appeal No. 99-1517, United
States Court of Appeals for the Federal Circuit. Action for declaratory relief
initiated by a complaint filed March 16, 1998, by the Company for declaratory
judgment of non-infringement of Reddwarf's U.S. Patent No. 4,764,881, for
declaratory judgment that Reddwarf's patent is invalid, void, and unenforceable,
for an injunction and damages under federal antitrust statutes, and for an
injunction and other relief under California unfair competition statutes.
Reddwarf has filed a counterclaim, alleging infringement by the Company's LX200
series telescope system (and unspecified other products) of Reddwarf's U.S.
Patent No. 4,764,881. The counterclaim further alleges that the infringement is
willful and seeks an unspecified amount of damages, an injunction, and other
relief against the Company.
On June 29, 1999, the Court granted the Company's Motion for Summary
Judgment of Non-Infringement. On August 10, 1999, the Court granted in part and
denied in part the Company's Motion for Attorney's Fees under 35 U.S.C. Section
285 and, in an order of October 14, 1999, the Court determined that the amount
of attorneys' fees to be awarded to the Company from Reddwarf is $33,681.50.
On July 27, 1999, Reddwarf filed a Notice of Appeal to United States Court
of Appeals for the Federal Circuit. On June 23, 2000, the Court of Appeals
granted the Company's motion to dismiss Reddwarf's appeal. On February 27, 2001,
the Court of Appeals denied Reddwarf's petition for panel rehearing and, on
March 12, 2001, the Court of Appeals denied Reddwarf's petition for en banc
rehearing. On or about July 10, 2001, Reddwarf filed a petition for a writ of
certiorari, seeking review by the United States Supreme Court. The United States
Supreme Court has not yet ruled on whether to grant certiorari. Due to the
uncertainties of litigation, the Company is unable to provide an evaluation of
the likelihood of an unfavorable outcome should the United States Supreme Court
grant certiorari or in the event of other additional proceedings in this matter,
or an estimate of the amount of the potential loss in the event of an
unfavorable outcome.
The Company is also involved from time to time in litigation incidental to
its business. Management believes that the outcome of current litigation will
not have a material adverse effect on the Company.
Prior to the reacquisition of the Company by certain members of its senior
management, Meade agreed to be bound by the provisions of an order ("Order") of
the United States Federal Trade Commission ("FTC") prohibiting the Company from
making certain acquisitions. The Order provides that before Meade may acquire
any stock, equity interest or assets, other than purchases of manufactured
product in the ordinary course of business, of any company engaged in the
manufacture or sale of Schmidt-Cassegrain telescopes with apertures of 8 to 11
inches in the United States, Meade must provide the FTC with prior notice of
such event. The Order is effective until August 19, 2001.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
6(a) Exhibits filed with this Form 10-Q.
Exhibit No. 3.5 Amendment to Amended and Restated Bylaws of the Company
6(b) Reports on Form 8-K.
None.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: July 16, 2001
MEADE INSTRUMENTS CORP.
By: /s/ JOHN C. DIEBEL
-------------------------------
John C. Diebel
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JOHN C. DIEBEL Chairman of the Board and Chief July 16, 2001
- -------------------------------- Executive Officer
John C. Diebel (Principal Executive Officer)
/s/ STEVEN G. MURDOCK Director, President, July 16, 2001
- -------------------------------- Chief Operating Officer and Secretary
Steven G. Murdock
/s/ BRENT W. CHRISTENSEN Vice President, Finance and July 16, 2001
- -------------------------------- Chief Financial Officer
Brent W. Christensen (Principal Financial and Accounting Officer)
/s/ JOSEPH A. GORDON, JR. Director and Senior Vice President July 16, 2001
- -------------------------------- of North American Sales
Joseph A. Gordon, Jr.
/s/ TIMOTHY C. MCQUAY Director July 16, 2001
- --------------------------------
Timothy C. McQuay
Director
- --------------------------------
Harry L. Casari
Director
- --------------------------------
Michael P. Hoopis
Director
- --------------------------------
Vern L. Fotheringham
12
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.5 Amendment to Amended and Restated Bylaws of the Company
13