8-K

 

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 22, 2005

Meade Instruments Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-22183	95-2988062
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
6001 Oak Canyon, Irvine, California		92618-5200
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 949 451-1450

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On December 22, 2005, Meade Instruments Corp. issued a press release announcing its operating results for the quarterly period ended November 30, 2005. A copy of the press release is furnished as exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

Press release, dated December 22, 2005, issued by Meade Instruments Corp.

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 hereunto duly authorized.

	Meade Instruments Corp.
December 22, 2005	By:	Brent W. Christensen
		Name: Brent W. Christensen
		Title: Senior Vice President -Finance and CFO

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated December 22, 2005 issued by Meade Instruments Corp.

EX-99.1

Meade Instruments Corporation
6001 OAK CANYON, IRVINE, CALIFORNIA 92618-5200 U.S.A.
(949) 451-1450 n FAX: (949) 451-1460 n www.meade.com

Brent W. Christensen, CFO
Meade Instruments Corp.
(949) 451-1450 Philip Bourdillon/Gene Heller
Silverman Heller Associates
(310) 208-2550

Meade Instruments Reports
Third-Quarter Fiscal 2006 Results

IRVINE, Calif. – December 22, 2005 – Meade Instruments Corp. (Nasdaq NM: MEAD) today reported results for the third quarter of fiscal year 2006, ended November 30, 2005. The Company’s fiscal year 2006 ends on February 28, 2006.

Net sales for the three months ended November 30, 2005 were $53.1 million versus $49.7 million in the comparable period a year ago, a 7% increase. Third-quarter 2006 net income was $1.5 million, or $0.08 per diluted share, compared to net income of $2.8 million, or $0.14 per diluted share, in the comparable period a year ago.

Net sales for the nine months ended November 30, 2005 were $96.5 million versus $92.1 million in the comparable period a year ago, a 5% increase. The net loss for the nine months ended November 30, 2005 was ($0.8) million, or ($0.04) per share, compared to net income of $0.8 million, or $0.04 per diluted share, in the comparable period a year ago.

Steven G. Murdock, president and CEO of Meade Instruments, said: “On a combined basis, sales of telescopes, binoculars and other consumer optics in the U.S. and abroad increased by more than 20% over the prior year quarter. Offsetting those gains was a sales decrease of over 50% at Simmons compared to the prior year quarter. For the nine months ended November 30, 2005, sales of telescopes, binoculars and other consumer optics (including Coronado products) in the U.S. and abroad increased by more than $15 million. Offsetting those gains was a sales decrease of approximately $11 million at Simmons for the comparable prior-year nine month period. The disappointing sales at our Simmons subsidiary were due to start-up difficulties at our new Asian supplier. We were unable to obtain products sufficient to satisfy existing orders on the vast majority of our newly designed Simmons riflescopes.

“As we have disclosed previously, the riflescope supply problems have significantly diminished both sales-to-date and our outlook for Simmons for the remainder of the fiscal year. We have secured a second Asian supplier of these proprietary scopes. This second source is an established riflescope supplier that the Company has purchased product from in the past. We expect Simmons sales to return to historical levels as the supply difficulties are resolved.
“Third-quarter gross margins — which decreased slightly to 27.6% from 28.0% a year ago — were relatively constant year-over-year, with a slight decrease at Simmons affecting the overall percentage,” said Murdock.

“Selling, general and administrative expenses increased from $8.1 million in the prior year quarter to $9.6 million for the current year quarter. As expected, selling expenses increased on higher sales volumes of many of the Company’s products; however, earnings were negatively affected by higher sales and marketing expenses on lower sales volumes at Simmons. General and administrative expenses reflect increases for a full quarter of Coronado expenses, and various increases in general and administrative expenses, including, among other things, unfavorable foreign exchange and increases in professional and consulting fees,” concluded Murdock.

The Company said that it had determined that it was necessary to establish a valuation allowance related to deferred tax assets for its foreign tax credits. The third quarter tax rate reflects the impact of a valuation allowance of approximately $0.9 million related to foreign tax credit carryforwards and approximately $1.0 million related to its projected current year credit. Management believes that it is more likely than not that the Company will be able to utilize its other deferred tax assets. The Company will continue to monitor the expected realization of its deferred tax assets on a quarterly basis. The impact of the valuation allowance was approximately ($0.04) per share for the three- and nine-month periods ended November 30, 2005.

Teleconference
The Company’s management will conduct a teleconference to discuss these recent financial results and Meade Instruments’ business outlook. To participate in the teleconference, which begins at 7:30 a.m. PDT (10:30 a.m. EDT) today, December 22, please call 877-869-7690 (or 706-758-0239) approximately 10 minutes prior to the teleconference start time. Investors can also listen to the call live via the Internet at www.meade.com and www.earnings.com. These Web sites will host an audio archive of the call.

About Meade Instruments
Meade Instruments is a leading designer and manufacturer of optical products including telescopes and accessories for the beginning to serious amateur astronomer. Meade offers a complete line of binoculars that address the needs of everyone from the casual observer to the serious sporting or birding observer. Meade also offers a complete line of riflescopes under the Simmons®, Weaver® and Redfield® brand names. The Company distributes its products worldwide through a network of specialty retailers, mass merchandisers and domestic and foreign distributors. Additional information on Meade is available at www.meade.com.

“Safe-Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This news release contains comments and forward-looking statements based on current plans, exceptions, events, and financial and industry trends that may affect the Company’s future operating results and financial position expectations, including net sales and income for fiscal 2006. Such statements involve risks and uncertainties which cannot be predicted or quantified and which may cause future activities and results of operations to differ materially from those discussed above. Such risks and uncertainties include, without limitation: any significant decline in general economic conditions or uncertainties affecting consumer spending; any general decline in demand for the Company’s products; the Company’s inability to develop and bring to market new and innovative products; failure of Asian manufacturers to supply the Company with its newly designed Simmons riflescopes in sufficient quantities; any loss of, or failure to replace, any significant portion of the sales made to any significant customer of the Company; the inherent risks associated with international sales, as well as the other risks and uncertainties previously set forth in the Company’s filings with the Securities and Exchange Commission. The historical results achieved are not necessarily indicative of future prospects of the Company. For additional information, refer to the Company’s filings with the Securities and Exchange Commission.

(Financial Data Follow)

MEADE INSTRUMENTS CORP.
INCOME STATEMENT DATA
(Unaudited)
(000s omitted, except share and per share data)

	Three Months Ended				Nine Months Ended
	November 30,				November 30,
	2005		2004		2005			2004
Net sales	$	53,092	$	49,687	$	96,494		$	92,060
Cost of sales		38,437		35,775		70,866			67,626
Gross profit		14,655		13,912		25,628			24,434
Selling expenses		6,528		5,911		14,327			13,163
General and administrative expenses		3,028		2,223		8,985			7,410
ESOP expense		91		130		262			318
Research and development expenses		395		672		1,066			1,639
Operating income		4,613		4,976		988			1,904
Interest expense		419		283		854			633
Income before income taxes		4,194		4,693		134			1,271
Income tax expense		2,730		1,894		937			512
Net income (loss)	$	1,464	$	2,799	$	(803	)	$	759
Per share information:
Net income (loss) — basic and diluted	$	0.08	$	0.14	$	(0.04	)	$	0.04
Weighted average common shares outstanding — basic		19,410,000		19,312,000		19,326,000			19,269,000
Weighted average common shares outstanding —diluted		19,446,000		19,477,000		19,326,000			19,445,000

# # #

MEADE INSTRUMENTS CORP.
BALANCE SHEET DATA
(Unaudited)

	November 30,		February 28,
	2005		2005
ASSETS
Current assets:
Cash	$	934,000	$	3,929,000
Accounts receivable, net		47,353,000		17,549,000
Inventories		41,590,000		47,149,000
All other current assets		7,094,000		7,509,000
Long-term assets		13,081,000		12,613,000
	$	110,052,000	$	88,749,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank lines of credit	$	19,364,000	$	9,827,000
Accounts payable, accrued liabilities and other current liabilities		23,094,000		9,505,000
Income taxes payable		2,002,000		3,225,000
Long-term debt		2,165,000		1,241,000
Total stockholders’ equity		63,427,000		64,951,000
	$	110,052,000	$	88,749,000

# # #