10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended November 30, 2004
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 whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

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

Yes o No þ

     Number of shares of common stock outstanding as of December 31, 2004 is 20,001,855, $0.01 par value per share.

MEADE INSTRUMENTS CORP.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION

Page No.

Item 1.	Financial Statements
	Consolidated Balance Sheets (Unaudited) -- November 30, 2004 and February 29, 2004	1
	Consolidated Statements of Operations (Unaudited) -- Three and Nine Months Ended
	November 30, 2004 and 2003	2
	Consolidated Statements of Cash Flows (Unaudited) -- Nine Months Ended
	November 30, 2004 and 2003	3
	Notes to Consolidated Financial Statements (Unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	12
	PART II -- OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
	Signatures	15
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

ITEM 1. FINANCIAL STATEMENTS.

MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS

	November 30,			February 29,
	2004			2004
Current assets:
Cash	$	894,000		$	7,806,000
Accounts receivable, less allowance for doubtful accounts of $742,000 at November 30, 2004 and $704,000 at February 29, 2004		43,948,000			22,462,000
Inventories		49,678,000			39,777,000
Deferred income taxes		6,629,000			7,888,000
Prepaid expenses and other current assets		714,000			491,000
Total current assets		101,863,000			78,424,000
Goodwill		1,548,000			1,548,000
Acquisition-related intangible assets, net		3,466,000			3,742,000
Property and equipment, net		4,107,000			4,551,000
Other assets, net		89,000			297,000
	$	111,073,000		$	88,562,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank line of credit	$	21,402,000		$	5,059,000
Accounts payable		11,259,000			5,319,000
Accrued liabilities		7,484,000			6,884,000
Income taxes payable		2,185,000			3,059,000
Current portion long-term debt		590,000			580,000
Total current liabilities		42,920,000			20,901,000
Long-term bank debt		1,354,000			1,729,000
Deferred income taxes		1,054,000			1,054,000
Total long-term liabilities		2,408,000			2,783,000
Commitments and contingencies Stockholders’ equity:
Common stock, $0.01 par value, 50,000,000 shares authorized; 20,002,000 shares issued and outstanding at November 30, 2004 and 19,989,000 at February 29, 2004, respectively		200,000			200,000
Additional paid-in capital		40,452,000			40,445,000
Retained earnings		26,650,000			25,891,000
Accumulated other comprehensive income		617,000			882,000
		67,919,000			67,418,000
Unearned ESOP shares		(2,174,000	)		(2,540,000	)
Total stockholders’ equity		65,745,000			64,878,000
	$	111,073,000		$	88,562,000

See accompanying notes to consolidated financial statements.

1

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended				Nine months Ended
	November 30,				November 30,
	2004		2003		2004		2003
Net sales	$	49,687,000	$	54,448,000	$	92,060,000	$	107,223,000
Cost of sales		35,775,000		37,892,000		67,626,000		76,773,000
Gross profit		13,912,000		16,556,000		24,434,000		30,450,000
Selling expenses		5,911,000		6,573,000		13,163,000		14,158,000
General and administrative expenses		2,223,000		3,275,000		7,410,000		8,970,000
ESOP expense		130,000		341,000		318,000		635,000
Research and development expenses		672,000		462,000		1,639,000		1,451,000
Operating income		4,976,000		5,905,000		1,904,000		5,236,000
Interest expense		283,000		325,000		633,000		761,000
Income before income taxes		4,693,000		5,580,000		1,271,000		4,475,000
Provision for income taxes		1,894,000		2,204,000		512,000		1,771,000
Net income	$	2,799,000	$	3,376,000	$	759,000	$	2,704,000
Basic earnings per share	$	0.14	$	0.18	$	0.04	$	0.14
Diluted earnings per share	$	0.14	$	0.17	$	0.04	$	0.14
Weighted average number of shares outstanding — basic		19,312,000		19,070,000		19,269,000		18,911,000
Weighted average number of shares outstanding — diluted		19,477,000		19,335,000		19,445,000		19,068,000

See accompanying notes to consolidated financial statements.

2

MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine months Ended
	November 30,
	2004			2003
Cash flows from operating activities:
Net income	$	759,000		$	2,704,000
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		1,346,000			1,541,000
ESOP contribution		318,000			635,000
Changes in assets and liabilities:
Increase in accounts receivable		(20,292,000	)		(27,344,000	)
Increase in inventories		(9,585,000	)		(6,955,000	)
Decrease in prepaid expenses and other assets		940,000			1,224,000
Increase in accounts payable		5,603,000			3,683,000
Increase (decrease) in accrued liabilities		(571,000	)		783,000
Increase (decrease) in income taxes payable		(190,000	)		1,468,000
Net cash used in operating activities		(21,672,000	)		(22,261,000	)
Cash flows from investing activities:
Capital expenditures		(562,000	)		(323,000	)
Net cash used in investing activities		(562,000	)		(323,000	)
Cash flows from financing activities:
Net borrowings under bank lines of credit		16,032,000			22,012,000
Payments on long-term bank notes		(431,000	)		(398,000	)
Proceeds from the exercise of stock options		32,000			410,000
Payments under capital lease obligations		—			(25,000	)
Net cash provided by financing activities		15,633,000			21,999,000
Effect of exchange rate changes on cash		(311,000	)		307,000
Net increase (decrease) in cash		(6,912,000	)		(278,000	)
Cash at beginning of period		7,806,000			2,445,000
Cash at end of period	$	894,000		$	2,167,000

See accompanying notes to consolidated financial statements.

3

MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

A. Basis of Presentation

     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 29, 2004.

     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 November 30, 2004 and 2003, respectively, are not necessarily indicative of the operating results for the entire fiscal year.

B. Stock Based Compensation

     The Company accounts for employee stock-based compensation in accordance with the intrinsic value method described in Accounting Principles Board Opinion No. 25 and related interpretations. The Company has adopted the disclosure only provisions of SFAS No. 123. Accordingly, no compensation cost has been recognized for the fixed stock option plans. Had compensation expense for the Company’s stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans, consistent with the method prescribed by SFAS No. 123, the Company’s net income per share would have been adjusted to the pro forma amounts indicated below.

	Three months ended						Nine months ended
	November 30,						November 30,
	2004			2003			2004			2003
Reported income	$	2,799,000		$	3,376,000		$	759,000		$	2,704,000
Compensation expense determined under fair value method, net of tax		(268,000	)		(45,000	)		(781,000	)		(583,000	)
Pro forma net income (loss)	$	2,531,000		$	3,331,000	)	$	(22,000	)	$	2,121,000
Reported net income per share – basic	$	0.14		$	0.18		$	0.04		$	0.14
Reported net income per share – diluted	$	0.14		$	0.17		$	0.04		$	0.14
Pro forma income (loss) per share – basic and diluted	$	0.13		$	0.17		$	(0.00	)	$	0.11

     The fair value of the Company’s stock options used to compute pro forma net income and earnings per share disclosures is the estimated present value at grant date using the Black-Scholes option-pricing model with the following assumptions:

	Three months ended						Nine months ended
	November 30,						November 30,
	2004			2003			2004			2003
Weighted average expected life (years)		6.0			6.0			6.0			6.0
Volatility		69.3	%		100.9	%		69.3	%		100.9	%
Risk-free interest rate		3.38	%		3.75	%		3.38	%		3.75	%
Expected dividends	None			None			None			None
Weighted average fair value of options granted	$	2.01		$	2.34		$	2.01		$	2.34

4

C. Composition of Certain Balance Sheet Accounts

     The composition of inventories is as follows:

	November 30,		February 29,
	2004		2004
Raw materials	$	6,695,000	$	7,691,000
Work-in-process		5,764,000		6,193,000
Finished goods.		37,219,000		25,893,000
	$	49,678,000	$	39,777,000

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

	November 30,			February 29,
	2004			2004
Brand names – non-amortizing	$	2,041,000		$	2,041,000
Trademarks (7-15 year life)		1,398,000			1,398,000
Customer relationships (10 year life)		1,390,000			1,390,000
Accumulated amortization		(1,363,000	)		(1,087,000	)
Total amortizing acquisition-related intangible assets		1,425,000			1,701,000
Total acquisition-related intangible assets	$	3,466,000		$	3,742,000

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

Fiscal Year	Amount
2005	$	367,000
2006		367,000
2007		139,000
2008		139,000
2009		139,000

     The Company accounts for goodwill and acquisition-related intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” which requires that goodwill and identifiable assets determined to have an indefinite life no longer be amortized, but instead be tested for impairment at least annually or when an indicator of impairment exists.

D. Commitments and Contingencies

     In 2001 and 2002, the Company filed suits against Tasco Sales, Inc. (“Tasco”) and Celestron International, Inc. (“Celestron”), charging the two companies with patent infringement and unfair competition. The complaints alleged that a number of Tasco’s and Celestron’s consumer telescopes willfully infringe certain of the Company’s U.S. patents. Tasco and Celestron filed answers and certain counterclaims denying the Company’s allegations. The counterclaims also alleged, among other things, that the Company infringed certain Celestron patents. On July 8, 2004, the Company announced that it had reached an agreement, effective May 10, 2004, under which all outstanding litigation between the parties had been resolved.

     As stipulated in the agreement, Celestron acknowledges the validity of Meade’s claims to two utility patents (“Meade’s Patents”), including the “level-North” alignment technology for computerized telescopes, as well as a patented architecture by which several microprocessors in a computerized telescope optimally communicate with one another. Also as stipulated in the agreement, Meade acknowledges the validity of Celestron’s claim to two design patents and one utility patent covering certain telescope tripods and mounts (“Celestron’s Patents”). Celestron also transfers to Meade ownership of a patent, originally claimed by Celestron, covering “level-North” technology.

     The settlement includes a licensing agreement under which, effective August 15, 2004, and continuing for the life of the Meade Patents, Meade granted Celestron a non-exclusive license to utilize the patents, and Celestron will pay to Meade royalties equal to the greater of $100-per-unit or 8% of Celestron’s net revenue from sales of all telescopes that utilize the “level-North” technology. Celestron in turn granted Meade royalty-free, non-exclusive licenses for the rights to use the designs and technology covered by Celestron’s Patents. Included in net sales for the three and nine months ended November 30, 2004 was approximately $23,000 for royalties received.

5

     In accordance with the terms of the agreement the parties have dismissed with prejudice all claims and counterclaims in the pending litigation between them, including for past damages.

     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.

E. Earnings Per Share

     Basic earnings per share amounts exclude the dilutive effect of potential shares of common stock. Basic earnings per share is based upon the weighted-average number of shares of common stock outstanding which excludes unallocated ESOP shares. Diluted earnings 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 consist of outstanding stock options which are included under the treasury stock method. The sole difference between the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding for the three and nine month periods ended November 30, 2004 and 2003 reflects additional potential shares of common stock for outstanding stock options.

F. Comprehensive Income

     Comprehensive income 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 November 30, 2004, includes foreign currency translation adjustments and adjustments to the fair value of highly effective derivative instruments. For the periods ended November 30, 2004, the Company had other comprehensive income as follows:

	Three months ended				Nine months ended
	November 30,				November 30,
	2004		2003		2004			2003
Net income	$	2,799,000	$	3,376,000	$	759,000		$	2,704,000
Currency translation adjustments, net of tax		540,000		412,000		392,000			408,000
Change in fair value of foreign currency forward contracts, net of tax		165,000		392,000		(674,000	)		(13,000	)
Unrealized loss in marketable securities, net of tax		—		—		—			(97,000	)
Change in fair value of interest rate swap		2,000		9,000		17,000			26,000
Total other comprehensive income	$	3,506,000	$	4,189,000	$	494,000		$	3,028,000

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. 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 one or two-year limited warranty. Many of the Simmons products, principally riflescopes and binoculars, have lifetime limited warranties. The following are changes in the warranty liability, which is included as a component of accrued liabilities on the accompanying Consolidated Balance Sheets.

	Three months ended						Nine months ended
	November 30,						November 30,
	2004			2003			2004			2003
Beginning balance	$	1,159,000		$	1,560,000		$	1,427,000		$	1,794,000
Warranty accrual		70,000			507,000			326,000			714,000
Labor and material usage		(151,000	)		(231,000	)		(675,000	)		(672,000	)
Ending balance	$	1,078,000		$	1,836,000		$	1,078,000		$	1,836,000

6

H. Derivative instruments and hedging activities

     The Company utilizes a variety of derivative financial instruments to manage its currency exchange rate and interest rate risks as summarized below. The Company does not enter into these arrangements for trading or speculation purposes.

	November 30, 2004					February 29, 2004
	Notional amount		Fair Value			Notional amount		Fair Value
Interest rate swap agreement	$	—	$	—		$	1,085,000	$	(17,000	)
Cash flow forward currency contracts	$	3,400,000	$	(1,123,000	)		—		—

     At November 30, 2004, the fair values of forward currency contracts are recorded in accrued liabilities on the accompanying Consolidated Balance Sheets. As of November 30, 2004, the interest rate swap agreement had matured. Changes in the fair value of the interest rate swap agreement and the cash flow forward currency contracts have been recorded as a component of other comprehensive income, net of tax, as these items have been designated and qualify as cash flow hedges. The settlement dates on the forward currency contracts vary based on the underlying instruments through April 2005.

I. Bank Borrowings

     At November 30, 2004, the Company was in compliance with all restrictive covenants and required ratios under its U.S. credit agreement, with the exception of its U.S. fixed charge coverage ratio requirement. On December 15, 2004 the Company executed the Third Amendment to Amended and Restated Credit Agreement (the “Amendment”). The Amendment amends the U.S. fixed charge coverage ratio covenant, the consolidated fixed charge coverage ratio covenant, sets minimum availability requirements, and makes several other changes, principally adjusting the facility’s pricing tables. The Company is required to report its covenant calculations to the bank for the quarter ended November 30, 2004 based upon the terms of the Amendment. The Company was in compliance with all restrictive covenants and required ratios as of November 30, 2004 after giving effect to the Amendment.

J. Subsequent event

     On December 1, 2004, Coronado Instruments, Inc., a California corporation (“Coronado Instruments”) and wholly-owned subsidiary of Meade signed an agreement to purchase substantially all of the assets and assume substantially all of the liabilities of Coronado Technology Group LLC (“Coronado”), an Arizona limited liability company in the business of manufacturing and selling solar observation filters and equipment. Meade will account for the purchase as an asset purchase and will operate the business as Coronado Instruments. Under the terms of the agreement Meade is to pay an initial payment of $2.5 million to Coronado (payable as prescribed by the agreement). Meade may also pay an earn-out payment based upon the profitability of Coronado Instruments during the 2005 calendar year. Any earn-out payment will be accounted for as additional purchase price.

K. New Accounting Pronouncements

     On October 22, 2004, the American Jobs Creation Act of 2004 was enacted in the United States. The Company is currently evaluating the impact of this new law on its operations and effective tax rate. In particular, the Company is evaluating the law's provisions relating to allowable deductions, beginning in 2005, for income attributable to United States production activities. At this time, the Company is unable to determine the effects of this new law and will continue to analyze its potential impact as guidance is made available.

     In December 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) and requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of SFAS No. 151 to have a material impact on its results of operations or financial position.

     On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised), “Share-Based Payment.” This standard requires expensing of stock options and other share-based payments and supersedes the FASB’s earlier rule (the original SFAS 123) that had allowed companies to choose between expensing stock options or showing pro forma disclosure only. The Company will be required to implement the new pronouncement at the beginning of the third quarter of fiscal 2006. The Company has not yet assessed the impact of adopting this new standard.

L. Reclassifications

     Certain reclassifications have been made to conform prior periods to the current presentation.

7

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.

     Three Months Ended November 30, 2004 Compared to Three Months Ended November 30, 2003

     Net sales for the third quarter of fiscal 2005 were $49.7 million compared to $54.4 million for the third quarter of fiscal 2004, a decrease of 8.7%. Sales of the Company’s mid-priced and higher-priced telescopes were down approximately $5 million from the prior year quarter. This decrease in sales reflects current-year weakness in the mid-to-higher priced telescope categories. In addition, management believes that sales of mid-to-higher priced telescopes in the prior year were higher because of the Mars opposition. As the effects of the Mars opposition (i.e. high inventory levels at several of the Company’s dealers and distributors and sales pull from a unique celestial event) continue to diminish, and with the introduction of several new products slated for the mid-to-higher priced telescope market in the coming months, management believes that the downward trend in sales of telescopes in this price category will end. Sales of smaller-aperture telescopes were also down approximately $2 million largely due to decreased sales at one of the Company’s significant customers. Binocular sales were down approximately $2 million primarily due to continuing price competition in the digital camera/binocular market. Offsetting these reductions was an increase of approximately $2 million in riflescope sales, principally to one new customer, an increase of approximately $1 million in the company’s new night vision products, and an increase of over $1 million in microscope sales due to a large order in Europe. The weakened dollar versus the euro compared to the prior year period also positively affected sales (by approximately $1 million).

     Gross profit decreased from $16.6 million (30.4% of net sales) for the third quarter of fiscal 2004 to $13.9 million (28.0% of net sales) for the third quarter of fiscal 2005, a decrease of 16.0%. The decrease was due to decreased sales compared to the prior year quarter. The decrease in gross margin (gross profit as a percent of net sales) was principally due to sales mix and the effect of relatively fixed costs on lower sales volume. The weakened dollar versus the euro did not have a significant effect on gross profit because the European subsidiary utilizes forward contracts on substantially all of its significant dollar inventory purchases.

     Selling expenses decreased from $6.6 million (12.1% of net sales) for the third quarter of fiscal 2004 to $5.9 million (11.9% of net sales) for the third quarter of fiscal 2005, a decrease of 10.1%. Several expense categories decreased from the prior year. Shipping and sales department wages, freight, temporary help and allowance for doubtful accounts each decreased approximately $0.2 million dollars due principally to lower sales. Offsetting those selling expenses was an increase in marketing and advertising costs of approximately $0.2 million dollars. General and administrative expenses decreased from $3.3 million (6.0% of net sales) for the third quarter of fiscal 2004, to $2.2 million (4.5% of net sales) for the third quarter of fiscal 2005, a decrease of 32.1%. The decrease was principally due to lower performance based compensation, which was down approximately $1.0 million from the prior year, and consulting and professional fees which were down approximately $0.3 million.

     ESOP contribution expense decreased from $0.3 million (0.6% of net sales) for the third quarter of fiscal 2004 to $0.1 million (0.3% of net sales) for the third quarter of fiscal 2005, a decrease of 61.9%. The decrease in this non-cash charge was principally due to a decrease in the number of shares allocated to the Employee Stock Ownership Plan during the period as compared to the prior year. The non-cash ESOP contribution expense may fluctuate as the number of shares allocated and the market value of the Company’s common stock changes.

     Research and development expenses increased from $0.5 million (0.8% of net sales) for the third quarter of fiscal 2004 to $0.7 million (1.3% of net sales) for the third quarter of fiscal 2005, an increase of 45.5%. Outsourced expenditures affected the increase. The Company’s research and development efforts are principally concentrated on product improvement and new product development for the Company’s core consumer products market.

     Interest expense remained flat at approximately $0.3 million for each quarter presented. Average borrowings and borrowing rates were comparable during the periods presented.

8

     Nine months Ended November 30, 2004 Compared to Nine months Ended November 30, 2003

     Net sales for the nine months ended November 30, 2004 were $92.1 million compared to $107.2 million for the comparable prior year period, a decrease of 14.1%. Sales of the Company’s mid-priced and higher-priced telescopes were down approximately $14 million from the prior year period. This decrease in sales reflects current-year weakness in the mid-to-higher priced telescope categories. In addition, management believes that sales of mid-to-higher priced telescopes in the prior year were higher because of the Mars opposition. As the effects of the Mars opposition (i.e. high inventory levels at several of the Company’s dealers and distributors and sales pull from a unique celestial event) continue to diminish, and with the introduction of several new products slated for the mid-to-higher priced telescope market in the coming months, management believes that the downward trend in sales of telescopes in this price category will end. Sales of smaller-aperture telescopes were also down approximately $3 million largely due to decreased sales at one of the Company’s significant customers. Binocular sales were down approximately $3 million, primarily due to continuing price competition in the digital camera/binocular market. Offsetting these reductions was increase of approximately $2 million in the company’s new night vision products, and an increase of over $1 million in microscope sales due to a large order in Europe. The weakened dollar versus the euro compared to the prior year period also positively affected sales (by approximately $2 million).

     Gross profit decreased from $30.5 million (28.4% of net sales) for the nine months ended November 30, 2003 to $24.4 million (26.6% of net sales) for the comparable current year period, a decrease of 19.8%. The decrease was due to decreased sales compared to the prior year period. Gross margin (gross profit as a percent of net sales) decreased overall due to changes in sales mix and the effect of relatively fixed costs on lower sales volume. The weakened dollar versus the euro did not have a significant effect on gross profit because the European subsidiary utilizes forward contracts on substantially all of its significant dollar inventory purchases.

     Selling expenses decreased from $14.2 million (13.2% of net sales) for the nine months ended November 30, 2003 to $13.2 million (14.3% of net sales) for the comparable current year period, a decrease of 7.0%. The decrease was primarily due to lower in-store advertising costs (approximately $0.5 million), and lower freight costs on lower sales volume. General and administrative expenses decreased from $9.0 million (8.4% of net sales) for the nine months ended November 30, 2003 to $7.4 million (8.0% of net sales) for the comparable current year period, a decrease of 17.4%. The decrease was principally due to lower performance based compensation, which was down approximately $1.0 million from the prior year, and consulting and professional fees which were down approximately $0.5 million.

     ESOP contribution expense decreased from $0.6 million (0.6% of net sales) for the nine months ended November 30, 2003 to $0.3 million (0.3% of net sales) for the comparable current year period, a decrease of 49.9%. The decrease in this non-cash charge was principally due to a decrease in the number of shares allocated to the Employee Stock Ownership Plan during the period as compared to the prior year. The non-cash ESOP contribution expense may fluctuate as the number of shares allocated and the market value of the Company’s common stock changes.

     Research and development expenses increased from $1.5 million (1.4% of net sales) for the nine months ended November 30, 2003 to $1.6 million (1.8% of net sales) for the comparable current year period, an increase of 13.0%. The increase was largely related to outsourced expenditures. The Company’s research and development efforts are principally concentrated on product improvement and new product development for the Company’s core consumer products market.

     Interest expense decreased from $0.8 million (0.7% of net sales) for the nine months ended November 30, 2003 to $0.6 million (0.7% of net sales) for the comparable current year period, a decrease of 16.8%. Small changes in average borrowings and borrowing rates from the prior year lowered interest expense slightly.

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 increasing 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

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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

     For the nine months ended November 30, 2004 the Company funded its operations with net income and short-term bank borrowings. In November 2004, approximately $3 million in cash was transferred from the Company’s European subsidiary to fund the initial payment for the Coronado acquisition. Payment of the Coronado initial payment is expected to occur during the Company’s fourth fiscal quarter. Until the payment of the Coronado initial payment is made, the cash will be used to pay down the Company’s U.S. revolving line of credit. Internally generated cash flow from net income adjusted for non-cash charges plus bank borrowings were used to increase accounts receivable and inventories. Operating cash flows were increased by an increase in accounts payable. Accounts payable increased with increased inventories. Inventories increased to $49.7 million at November 30, 2004 from $47.4 million at November 30, 2003 an increase of approximately 5%. Inventory levels have increased over the nine months ended November 30, 2004 on lower than expected sales during the year. The increase in inventories was partially funded by bank borrowings and partially by an increase in accounts payable. Net working capital totaled approximately $58.9 million at November 30, 2004, compared to $57.5 million at February 29, 2004. 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.

     The Company continues to depend on operating cash flow and availability under its bank lines of credit to provide short-term liquidity. Availability under its bank lines of credit at November 30, 2004 was approximately $15.4 million. At November 30, 2004, the Company was in compliance with all restrictive covenants and required ratios under its U.S. credit agreement, with the exception of its U.S. fixed charge coverage ratio requirement. On December 15, 2004 the Company executed the Third Amendment to Amended and Restated Credit Agreement (the “Amendment”). The Amendment amends the U.S. fixed charge coverage ratio covenant and the consolidated fixed charge coverage ratio covenant, sets minimum availability requirements, and makes several other changes, principally adjusting the facility’s pricing tables. The Company is required to report its covenant calculations to the bank for the quarter ended November 30, 2004 based upon the terms of the Amendment. The Company was in compliance with all restrictive covenants and required ratios as of November 30, 2004 after giving effect to the Amendment. In the event the Company’s plans require more capital than is presently anticipated, additional sources of liquidity such as debt or equity financings, may be required to meet its capital needs. There can be no assurance that such additional sources of capital will be available on reasonable terms, if at all. However, management believes 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.

     Capital expenditures, including financed purchases of equipment, aggregated $0.6 million and $0.3 million for the nine months ended November 30, 2004 and 2003, respectively. The Company had no material capital expenditure commitments at November 30, 2004.

New Accounting Pronouncements

     On October 22, 2004, the American Jobs Creation Act of 2004 was enacted in the United States. The Company is currently evaluating the impact of this new law on its operations and effective tax rate. In particular, the Company is evaluating the law's provisions relating to allowable deductions, beginning in 2005, for income attributable to United States production activities. At this time, the Company is unable to determine the effects of this new law and will continue to analyze its potential impact as guidance is made available.

     In December 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment of ARB No. 43, Chapter 4." SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) and requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS No. 151 are effective for fiscal years beginning after June 15, 2005. The Company does not expect the adoption of SFAS No. 151 to have a material impact on its results of operations or financial position.

     On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised), “Share-Based Payment.” This standard requires expensing of stock options and other share-based payments and supersedes the FASB’s earlier rule (the original SFAS 123) that had allowed companies to choose between expensing stock options or showing pro forma disclosure only. The Company will be required to implement the new pronouncement at the beginning of the third quarter of fiscal 2006. The Company has not yet assessed the impact of adopting this new standard.

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, riflescopes, microscopes, night vision and other optical products; the Company’s ability to continue to develop and bring to market new and innovative products that will be accepted by consumers and end the downward trend in telescope sales; the Company’s ability to develop and grow the Simmons business; the Company’s ability to integrate and grow the Coronado business: the Company’s ability to further develop its wholly owned manufacturing facility in Mexico in combination with its existing manufacturing capabilities; the Company expanding its distribution network; the Company’s

10

ability to further develop the business of its European subsidiary; the Company’s ability to recognize any benefits from its engineering and quality control office in China; the Company experiencing 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 extent to which the Company will be able to leverage its design and manufacturing expertise in certain industrial applications such as 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:

     Our business is vulnerable to changing economic conditions, including:

•   a decline in general economic conditions;

•   uncertainties affecting consumer spending; and

•   changes in interest rates causing a reduction of investment income or in the value of market interest rate sensitive instruments.

     Our intellectual property rights are subject to risks, including:

•   the potential that we may be unable to obtain and maintain patents and copyrights to protect our proprietary technologies;

•   competitors’ infringement upon Meade’s existing and future intellectual property; and

•   competitors’ intellectual property rights that may restrict our ability to compete effectively.

     Our business is subject to other risks, including:

•   a general decline in demand for the Company’s products;

•   an inability to continue to design and manufacture products that will achieve and maintain commercial success;

•   the potential that we may fail to penetrate the binocular, riflescope and solar observing markets and achieve meaningful sales;

•   any significant interruption of our manufacturing abilities in our domestic or Mexican facilities or in any of our 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; 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 countries and is primarily exposed to currency exchange-rate risk with respect to its transactions and net assets denominated in the Euro. Business activities in various currencies expose the Company to the risk that the eventual net United States dollar cash inflows resulting from transactions with foreign customers and suppliers denominated in foreign currencies may be adversely affected by changes in currency exchange rates. In prior years foreign currency fluctuations have not had a material impact on

11

Meade’s revenues or results of operations. There can be no assurance that European or other 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, financial condition or cash flows.

     The Company has adopted a hedging program to manage its foreign currency exchange rate and interest rate risks. Upon continuing evaluation and when deemed appropriate by management, the Company may enter into hedging instruments to manage its foreign currency exchange and interest rate risks.

     Under the terms of its credit agreement, the Company was required to enter into an interest-rate swap to convert the variable interest rate on its U.S. Term Loan to a fixed interest rate. The resulting cost of funds (7.9% per annum) is currently higher than that which would have been available if the variable rate had been applied during the period. Under the interest-rate swap contract, the Company has agreed with the bank to exchange, at specified intervals, the difference between variable-rate and fixed-rate interest amounts, calculated by reference to agreed-upon notional amounts. The change in the fair value of the interest rate swap for the nine months ended November 30, 2004 was an unrealized gain of $17,000 which is included in other comprehensive income for the nine months ended November 30, 2004. As of November 30, 2004 the swap agreement had matured.

     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.

ITEM 4.  CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company’s chief executive officer and chief financial officer have 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 Exchange Act). These disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports it files under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness.

     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, taking into consideration the size and nature of the Company’s business and operations.

     No change in the Company’s internal control over financial reporting occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     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.

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.

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ITEM 6. EXHIBITS

     Exhibits filed with this Form 10-Q.

1.	Exhibit 31.1 Sarbanes-Oxley Act Section 302 Certification by Steven G. Murdock
2.	Exhibit 31.2 Sarbanes-Oxley Act Section 302 Certification by Brent W. Christensen
3.	Exhibit 32.1 Sarbanes-Oxley Act Section 906 Certification by Steven G. Murdock
4.	Exhibit 32.2 Sarbanes-Oxley Act Section 906 Certification by Brent W. Christensen

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SIGNATURES

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

Date: January 7, 2005

MEADE INSTRUMENTS CORP.
By:	/s/ STEVEN G. MURDOCK
	Steven G. Murdock
	President, Chief Executive Officer and Secretary
By:	/s/ BRENT W. CHRISTENSEN
	Brent W. Christensen
	Senior Vice President, Finance and Chief Financial Officer

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EXHIBIT INDEX

     Exhibits filed with this Form 10-Q.

1.	Exhibit 31.1 Sarbanes-Oxley Act Section 302 Certification by Steven G. Murdock
2.	Exhibit 31.2 Sarbanes-Oxley Act Section 302 Certification by Brent W. Christensen
3.	Exhibit 32.1 Sarbanes-Oxley Act Section 906 Certification by Steven G. Murdock
4.	Exhibit 32.2 Sarbanes-Oxley Act Section 906 Certification by Brent W. Christensen

EX-31.1

Exhibit 31.1

CERTIFICATIONS

     I, Steven G. Murdock, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Meade Instruments Corp.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 7, 2005

By: /s/ Steven G. Murdock
President, CEO and Secretary

EX-31.2

Exhibit 31.2

CERTIFICATIONS

     I, Brent W. Christensen, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Meade Instruments Corp.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting

Date: January 7, 2005

By: /s/ Brent W. Christensen
Senior Vice President — Finance and CFO

EX-32.1

Exhibit 32.1

Written Statement
Pursuant To
18 U.S.C. Section 1350

     The undersigned, Steven G. Murdock, the Chief Executive Officer of Meade Instruments Corp. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that:

     (i) the Form 10Q for the quarterly period ended November 30, 2004 of the Company (the “Report) fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 7, 2005

By: /s/ Steven G. Murdock

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Security Exchange Act of 1934, as amended.

EX-32.2

Exhibit 32.2

Written Statement
Pursuant To
18 U.S.C. Section 1350

     The undersigned, Brent W. Christensen, the Chief Financial Officer of Meade Instruments Corp. (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that:

     (i) the Form 10Q for the quarterly period ended November 30, 2004 of the Company (the “Report) fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and

     (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 7, 2005

By: /s/ Brent W. Christensen

This certification accompanies this Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Security Exchange Act of 1934, as amended.