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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 AUGUST 31, 1999
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)
<TABLE>
<S> <C>
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)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(949) 451-1450
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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 August 31, 1999 is
7,923,970
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MEADE INSTRUMENTS CORP.
TABLE OF CONTENTS
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PAGE
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<S> <C>
PART I -- FINANCIAL INFORMATION
Consolidated Balance Sheets (Unaudited) -- August 31, 1999
and February 28, 1999..................................... 3
Consolidated Statements of Income (Unaudited) -- Three
Months and Six Months Ended August 31, 1999 and 1998...... 4
Consolidated Statements of Cash Flows (Unaudited) -- Six
Months Ended August 31, 1999 and 1998..................... 5
Notes to Consolidated Financial Statements (Unaudited)...... 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 8 - 11
PART II -- OTHER INFORMATION
Other Information........................................... 11
Signatures.................................................. 13
Exhibit Index............................................... 14
</TABLE>
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ITEM 1. FINANCIAL STATEMENTS
MEADE INSTRUMENTS CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
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<CAPTION>
AUGUST 31, FEBRUARY 28,
1999 1999
----------- ------------
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Current assets:
Cash...................................................... $ 1,385,000 $ 1,283,000
Accounts receivable, less allowance for doubtful accounts
of $2,940,000 at August 31, 1999 and $2,243,000 at
February 28, 1999...................................... 14,042,000 10,864,000
Inventories............................................... 30,392,000 14,191,000
Deferred income taxes..................................... 5,730,000 3,928,000
Prepaid expenses and other current assets................. 517,000 256,000
----------- -----------
Total current assets.............................. 52,066,000 30,522,000
Other assets................................................ 5,220,000 274,000
Property and equipment, net of accumulated depreciation of
$2,592,000 at August 31, 1999 and $2,071,000 at February
28, 1999.................................................. 4,894,000 3,828,000
----------- -----------
$62,180,000 $34,624,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit....................................... $15,425,000 $
Accounts payable.......................................... 5,138,000 1,503,000
Accrued liabilities....................................... 6,433,000 5,386,000
Income taxes payable...................................... 1,991,000
Current portion of capital lease obligations.............. 324,000 254,000
----------- -----------
Total current liabilities......................... 27,320,000 9,134,000
----------- -----------
Long-term debt.............................................. 5,000,000
Long-term capital lease obligations, net of current
portion................................................... 575,000 223,000
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 20,000,000 shares
authorized; 7,923,970 and 7,875,500 shares issued and
outstanding at August 31, 1999 and February 28, 1999,
respectively........................................... 79,000 79,000
Additional paid-in capital................................ 22,069,000 21,803,000
Retained earnings......................................... 13,862,000 10,502,000
----------- -----------
36,010,000 32,384,000
Unearned ESOP shares...................................... (6,725,000) (7,117,000)
----------- -----------
Total stockholders' equity........................ 29,285,000 25,267,000
----------- -----------
$62,180,000 $34,624,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
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<CAPTION>
THREE MONTHS ENDED AUGUST 31, SIX MONTHS ENDED AUGUST 31,
------------------------------ ----------------------------
1999 1998 1999 1998
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales............................. $24,134,000 $15,412,000 $41,235,000 $30,233,000
Cost of sales......................... 13,997,000 8,901,000 23,981,000 17,642,000
----------- ----------- ----------- -----------
Gross profit........................ 10,137,000 6,511,000 17,254,000 12,591,000
Selling expenses...................... 2,937,000 2,895,000 5,228,000 5,768,000
General and administrative expenses... 2,968,000 2,036,000 5,572,000 3,983,000
Research and development expenses..... 275,000 228,000 540,000 473,000
----------- ----------- ----------- -----------
Operating income.................... 3,957,000 1,352,000 5,914,000 2,367,000
Interest expense...................... 135,000 142,000 120,000 184,000
----------- ----------- ----------- -----------
Income before income taxes.......... 3,822,000 1,210,000 5,794,000 2,183,000
Provision for income taxes............ 1,606,000 520,000 2,434,000 939,000
----------- ----------- ----------- -----------
Net income............................ $ 2,216,000 $ 690,000 $ 3,360,000 $ 1,244,000
=========== =========== =========== ===========
Basic earnings per share.............. $ 0.32 $ 0.10 $ 0.48 $ 0.18
=========== =========== =========== ===========
Diluted earnings per share............ $ 0.30 $ 0.10 $ 0.46 $ 0.18
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- basic................ 6,965,000 6,841,000 6,948,000 6,824,000
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- diluted.............. 7,342,000 6,993,000 7,291,000 6,974,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED AUGUST 31,
----------------------------
1999 1998
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Cash flows from operating activities:
Net income................................................ $ 3,360,000 $ 1,244,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 521,000 456,000
ESOP contribution...................................... 804,000 600,000
Allowance for doubtful accounts........................ 697,000 600,000
Changes in assets and liabilities:
Increase in accounts receivable...................... (3,875,000) (3,164,000)
Increase in inventories.............................. (16,201,000) (8,821,000)
Increase in deferred income taxes.................... (1,802,000) (867,000)
(Increase) in prepaid expenses and other current
assets.............................................. (261,000) (1,000)
Decrease in other assets............................. 54,000 12,000
Increase in accounts payable......................... 3,635,000 1,739,000
Increase in accrued liabilities...................... 635,000 1,600,000
Decrease in income taxes payable..................... (1,890,000) (1,606,000)
------------ -----------
Net cash used in operating activities............. (14,323,000) (8,780,000)
------------ -----------
Cash flows from investing activities:
Capital expenditures...................................... (997,000) (2,276,000)
Increase in other assets.................................. (5,000,000)
------------ -----------
Net cash used in investing activities............. (5,997,000) (2,276,000)
------------ -----------
Cash flows from financing activities:
Net borrowings under bank line of credit.................. 15,425,000 9,723,000
Proceeds from long-term loan.............................. 5,000,000
Exercise of stock options................................. 165,000
Payments under capital lease obligations.................. (168,000) (92,000)
------------ -----------
Net cash provided by financing activities......... 20,422,000 9,631,000
------------ -----------
Net increase (decrease) in cash............................. 102,000 (1,425,000)
Cash at beginning of period................................. 1,283,000 1,649,000
------------ -----------
Cash at end of period....................................... $ 1,385,000 $ 224,000
============ ===========
Supplemental disclosures of cash flow information:
Non-cash financing activities:
Equipment financing.................................... $ 590,000
</TABLE>
See accompanying notes to consolidated financial statements.
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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. THE CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED BY THE COMPANY AND
ARE UNAUDITED.
In management's opinion, the information and amounts furnished in this
report reflect all adjustments (consisting of normal recurring adjustments)
considered necessary for the fair 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, 1999.
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 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 quarter and six months ended August 31, 1999 and
1998, respectively, are not necessarily indicative of the operating results for
the entire fiscal year.
B. THE COMPOSITION OF INVENTORIES IS AS FOLLOWS:
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1999 1999
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Raw materials..................................... $ 5,700,000 $ 3,417,000
Work-in-process................................... 3,079,000 1,514,000
Finished goods.................................... 21,613,000 9,260,000
----------- -----------
$30,392,000 $14,191,000
=========== ===========
</TABLE>
C. COMMITMENTS AND CONTINGENCIES
On April 2, 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 entered a judgment determining that
the Company has not infringed the patent. On July 27, 1999 the opposing party
filed a Notice of Appeal with respect to the summary judgment motion. The
Company intends to vigorously defend the judgment before the appellate court.
The ultimate liability of the Company under this action is not presently
determinable. After discussion with counsel, and in light of the summary
judgment, 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.
D. CREDIT REFINANCING
On August 31, 1999 the Company entered into a new loan agreement (the "Loan
Agreement") with a bank, replacing its existing credit facilities. The Loan
Agreement provides the Company with an aggregate $40 million credit facility
consisting of a five year $35 million revolving credit facility (the "Revolving
Loan") and a five year $5 million term loan (the "Term Loan). The Term Loan is
subject to quarterly amortization payments of $250,000 beginning September 30,
2000. The Term Loan is also subject to mandatory prepayments upon the happening
of certain events. Amounts outstanding under the Revolving Loan and Term Loan
bear interest, at the Company's option, at a base rate or eurodollar rate plus
an applicable margin. The Company's obligations under the Loan Agreement are
guarantied by each of the Company's domestic
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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
subsidiaries and are secured by substantially all of the assets of the Company
and its domestic subsidiaries. The Loan Agreement contains certain financial
covenants and customary affirmative and negative covenants and events of
default. In anticipation of the acquisition of Bresser Optik (see Note E.), the
Company borrowed $5 million under the Term Loan on August 31, 1999.
E. SUBSEQUENT EVENT
On September 1, 1999 the Company acquired 100% of the stock and equity
interests in Bresser Optik GmbH & Co. KG, and Bresser Optik Geschaftsfuhrung und
Verwaltungs GmbH, (collectively "Bresser"), for $5 million in cash and 100,915
shares of the Company's common stock. Bresser is a German distributor of
binoculars, telescopes, microscopes and other consumer optical products. To fund
the cash portion of the purchase price the Company borrowed $5 million under the
Term Loan on August 31, 1999. As of August 31, 1999 the cash from this borrowing
has been reflected as a component of other non-current assets.
The acquisition of Bresser will be accounted for using the purchase method
of accounting. The purchase price allocation is preliminary pending appraisal,
evaluations and other studies of fair value of the assets acquired. At this time
it is impractical to provide the required financial statements related to the
acquisition and the proforma financial information that are required to be
furnished under cover of Form 8-K. The Company anticipates filing this
information under cover of Form 8-K as soon as practicable within 75 days from
the closing date.
7
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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 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 August 31, 1999 Compared to Three Months Ended August 31,
1998
Net sales for the second quarter of fiscal 2000 were $24.1 million compared
to $15.4 million for the second quarter of fiscal 1999, an increase of 56.6%.
This increase was principally due to increases in sales of less-expensive
telescope lines including those manufactured domestically and those manufactured
in Taiwan. Also contributing significantly to this increase were continuing
strong sales of telescope accessories.
Gross profit increased from $6.5 million (42.2% of net sales) for the
second quarter of fiscal 1999 to $10.1 million (42.0% of net sales) for the
second quarter of fiscal 2000, an increase of 55.7%. Gross profit margin
remained relatively flat despite strong sales of products that generally carry
higher gross margins principally due to increases in freight costs from the
Company's Asian suppliers.
Selling expenses were $2.9 million for the second quarter of fiscal 1999
and fiscal 2000, respectively, (18.8% and 12.2% of net sales, respectively).
Although selling expenses remained flat, advertising and marketing costs during
the second quarter of fiscal 2000 were lower than the previous year period
offset by increases in allowances for doubtful accounts and freight costs. The
decrease in advertising and marketing costs during the second quarter of fiscal
2000 resulted from the Company's continuing assessment of its advertising and
marketing needs and its efforts to match advertising expenditures in the general
consumer market with the Company's peak selling season.
General and administrative expenses increased from $2.0 million (13.2% of
net sales) for the second quarter of fiscal 1999 to approximately $3.0 million
(12.3% of net sales) for the second quarter of fiscal 2000, an increase of
45.8%. This increase was generally due to increases in personnel and benefit
related costs and increases in consulting and professional fees.
Research and development expenses increased from $228,000 (1.5% of net
sales) for the second quarter of fiscal 1999 to $275,000 (1.1% of net sales) for
the second quarter of fiscal 2000, an increase of 20.6%. This increase was
principally due to increased engineering personnel and outside consulting costs.
Interest expense decreased slightly from $142,000 for the second quarter of
fiscal 1999 to $135,000 for the second quarter of fiscal 2000, a decrease of
4.9%.
Six Months Ended August 31, 1999 Compared to Six Months Ended August 31, 1998
Net sales for the six months ended August 31, 1999 were $41.2 million
compared to $30.2 million for the comparable prior year period, an increase of
36.4%. This increase was principally due to increases in sales of less-expensive
telescope lines including those manufactured domestically and those manufactured
in Taiwan. Also contributing significantly to this increase were continuing
strong sales of telescope accessories.
Gross profit increased from $12.6 million (41.6% of net sales) for the six
months ended August 31, 1998 to $17.3 million (41.8% of net sales) for the
comparable current year period, an increase of 37.0%. The slight increase in
gross profit as a percent of net sales was principally due to the increased
sales of more profitable lines of telescopes and accessories offset by increases
in freight costs from the Company's Asian suppliers.
Selling expenses decreased from $5.8 million (19.1% of net sales) for the
six months ended August 31, 1998 to $5.2 million (12.7% of net sales) for the
comparable current year period, an decrease of 9.4%. This
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decrease principally reflects a reduction of approximately $1.5 million in
advertising and other marketing expenses during the six months ended August 31,
1999 against the comparable prior year period. This reduction was partially
offset by increases in allowances for doubtful accounts and increased freight
costs. The decrease in advertising and marketing costs during the six months
ended August 31, 1999 resulted from the Company's continuing assessment of its
advertising and marketing needs and its efforts to match advertising
expenditures in the general consumer market with the Company's peak selling
season.
General and administrative expenses increased from $4.0 million (13.2% of
net sales) for the six months ended August 31, 1998 to $5.6 million (13.5% of
net sales) for the comparable current year period, an increase of 40.0%. This
increase was generally due to increases in personnel and benefit related costs
and increases in consulting and professional fees.
Research and development expenses increased from $473,000 (1.6% of net
sales) for the six months ended August 31, 1998 to $540,000 (1.3% of net sales)
for the comparable current year period, an increase of 14.2%. This increase was
due to increased engineering personnel related costs.
Interest expense decreased from $184,000 for the six months ended August
31, 1998 to $120,000 for the comparable current year period, a decrease of
34.8%. The decrease reflects lower average borrowings during the six months
ended August 31, 1999 as compared to the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended August 31, 1999, the Company funded its operations
with internally generated cash flow and borrowings on its bank line of credit.
Internally generated cash flow from net income and increases in accounts payable
was more than offset by increases in inventories and accounts receivable and
payment of income taxes. The significant increase in inventories (up $16.2
million from February 28, 1999 to August 31, 1999) is due to anticipated sales
for the third quarter of the Company's fiscal year 2000. Net working capital
(current assets less current liabilities) totaled approximately $24.7 million at
August 31, 1999, up significantly from $21.4 million at February 28, 1999.
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.
On August 31, 1999 the Company entered into a new loan agreement (the "Loan
Agreement") with a bank, replacing its existing credit facilities. The Loan
Agreement provides the Company with an aggregate $40 million credit facility
consisting of a five year $35 million revolving credit facility (the "Revolving
Loan") and a five year $5 million term loan (the "Term Loan). The Term Loan is
subject to quarterly amortization payments of $250,000 beginning September 30,
2000. The Term Loan is also subject to mandatory prepayments upon the happening
of certain events. Amounts outstanding under the Revolving Loan and Term Loan
bear interest, at the Company's option, at a base rate or eurodollar rate plus
an applicable margin. The Company's obligations under the Loan Agreement are
guarantied by each of the Company's domestic subsidiaries and are secured by
substantially all of the assets of the Company and its domestic subsidiaries.
The Loan Agreement contains certain financial covenants and customary
affirmative and negative covenants and events of default. In anticipation of the
acquisition of Bresser (See Note E. (Subsequent Events) to the Company's
Consolidated Financial Statements), the Company borrowed $5 million under the
Term Loan on August 31, 1999.
Capital expenditures, including financed purchases of equipment, aggregated
$1.6 million and $2.3 million for the six months ended August 31, 1999 and 1998,
respectively. The Company had no material capital expenditure commitments at
August 31, 1999.
The Company believes that internally generated cash flow and borrowing
ability will be sufficient to meet its operating, working capital and capital
expenditure requirements through the next twelve months. In the event the
Company's plans require 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.
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FORWARD-LOOKING INFORMATION
The preceding "Management's Discussion and Analysis of Financial Conditions
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 as a result of its increased advertising
and marketing efforts; the Company's ability to continue to develop and bring to
market new and innovative products; the Company expanding its distribution
network; the Company experiencing fluctuations in its sales, gross margins and
profitability from quarter to quarter consistent with prior periods; 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
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 unexpected termination or interruption of the Company's manufacturing
arrangements, both internally and at the Taiwanese Factory; 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; and 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 any material effect on the Company's business and operations by the advent
of the Year 2000.
YEAR 2000
The Company has evaluated its enterprise information system software and is
currently evaluating its other internal software applications and operating
systems and the preparedness of third parties with which the Company has
material relationships against anticipated Year 2000 concerns. The Company
currently believes that its business will not be materially affected by the
advent of the Year 2000. The Company has upgraded its enterprise information
system software to a Year 2000 compliant version. The Company has also evaluated
both its products and its machinery and equipment against Year 2000 concerns. As
a result of these evaluations, the Company is not currently aware of any
material exposure to contingencies related to the Year 2000 issue for its
enterprise information system software, its products or its machinery and
equipment. The Company continues to evaluate and test other internal software
applications and operating systems. The Company believes that these evaluations
and tests will not reveal any material Year 2000 issues and that the results of
such evaluations and tests will not require any material expenditures or other
material diversion of resources or have any other material adverse effect on the
Company's operations. The Company believes that its evaluations and tests of
other internal software applications and operating systems will be completed by
late 1999. The Company is currently working with third parties with which it has
material relationships to attempt to determine their preparedness with respect
to Year 2000 issues and to analyze the risk to the Company in the
10
event any such third parties experience material business interruptions as a
result of Year 2000 noncompliance. The Company is currently unable to estimate
reasonable likely worst-case effects of the arrival of the
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Year 2000 and does not currently have a contingency plan in place for any such
unanticipated negative effects. The Company is currently analyzing reasonable
likely worst-case scenarios and the need for such contingency planning once the
upgrade and testing of internal systems and review of third-party preparedness
described above has been completed. Such contingency plans may include increased
inventory levels, securing alternate sources of supply and other appropriate
measures. Completion of the Year 2000 contingency plans is expected by late
1999. Once developed, Year 2000 contingency plans and related cost estimates
will be tested in certain respects and continually refined as additional
information becomes available. As of August 31, 1999 the Company's total
incremental costs (historical plus estimated future costs) of addressing Year
2000 issues are estimated to be approximately $150,000 of which approximately
$60,000 has been incurred. These costs are being funded through cash flow from
operations. These amounts do not include any costs associated with
implementation of the contingency plan, which, as stated above, is in the
process of being developed. Consequently the estimates and completion dates
discussed herein for the various components of the plan are subject to change.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Meade Instruments Corporation v. Reddwarf Starware, LLC, aka Reddwarf
Instruments, LLC ("Reddwarf"), Civil No. 98-240 GLT. United States District
Court for the Central District of California. 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 Reddwarfs patent is invalid, void and unenforceable,
and for an injunction and damages under Federal antitrust statutes and for an
injunction and other relief under California unfair competition statutes. A
counterclaim dated June 3, 1998 alleging infringement by the Company's LX200
series telescope system (and unspecified other products) of Reddwarf's U.S.
Patent No. 4,764,881 was also filed against the Company. The counterclaim
further alleges that the infringement is willful and seeks unspecified damages,
an injunction and other relief against the Company. The Company contends the
counterclaim is without merit and vigorously contests its allegations. On April
29, 1999, the Company filed a motion requesting summary judgment that the
Company has not infringed Reddwarf's 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
entered a judgment determining that the Company has not infringed Reddwarf's
patent. On July 27, 1999, Reddwarf filed a Notice of Appeal with respect to the
summary judgment motion. In addition, on August 19, 1999, the Company stipulated
to the dismissal, without prejudice, of its actions for injunctive relief,
damages under Federal antitrust statutes and injunctive and other relief under
California unfair competition statutes. The Company intends to vigorously defend
the judgment before the appellate court. Due to the uncertainties of litigation,
the Company is unable to provide an evaluation of the likelihood of an
unfavorable outcome in the case, or an estimate of the amount of potential loss
in the event of an unfavorable outcome.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In connection with the Company's Annual Meeting of Stockholders, held on
July 8, 1999, the stockholders of the Company (1) elected Joseph A. Gordon as a
director for a three year term expiring at the Company's Annual Meeting to be
held in 2002 and (2) approved certain amendments to the Company's 1997 Stock
incentive Plan (the "Plan") to: (i) increase the number of shares of the
Company's Common Stock available for issuance thereunder and (ii) increase the
maximum dollar limit available for performance-based monetary awards under the
Plan.
The voting results were as follows:
<TABLE>
<CAPTION>
FOR AGAINST WITHHELD
--------- ------- ---------
<S> <C> <C> <C>
Re-election of Joseph A. Gordon to the Company's
Board of Directors............................... 6,802,211 -- 122,858
Amendments to the 1997 Stock Incentive Plan........ 4,774,353 901,964 107,704
</TABLE>
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. 27 Financial Data Schedule for the six months ended August 31,
1999.
6(b) Reports on Form 8-K.
None.
13
<PAGE> 13
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.
MEADE INSTRUMENTS CORP.
By: /s/ JOHN C. DIEBEL
------------------------------------
John C. Diebel
Chairman of the Board and
Chief Executive Officer
Dated: October 12, 1999
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN C. DIEBEL Chairman of the Board and October 12, 1999
- ----------------------------------------------------- Chief Executive Officer
John C. Diebel (Principal Executive
Officer)
/s/ STEVEN G. MURDOCK Director, President, Chief October 12, 1999
- ----------------------------------------------------- Operating Officer and
Steven G. Murdock Secretary
/s/ BRENT W. CHRISTENSEN Vice President, Finance October 12, 1999
- ----------------------------------------------------- and Chief Financial
Brent W. Christensen Officer (Principal
Financial and Accounting
Officer)
/s/ JOSEPH A. GORDON, JR. Director and Senior Vice October 12, 1999
- ----------------------------------------------------- President of North
Joseph A. Gordon, Jr. American Sales
Director
- -----------------------------------------------------
Timothy C. McQuay
Director
- -----------------------------------------------------
Harry L. Casari
</TABLE>
14
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
27 Financial Data Schedule for the six months ended August 31,
1999
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-29-2000
<PERIOD-START> MAR-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 1,385
<SECURITIES> 0
<RECEIVABLES> 16,982
<ALLOWANCES> 2,940
<INVENTORY> 30,392
<CURRENT-ASSETS> 52,066
<PP&E> 7,486
<DEPRECIATION> 2,592
<TOTAL-ASSETS> 62,180
<CURRENT-LIABILITIES> 27,320
<BONDS> 0
0
0
<COMMON> 79
<OTHER-SE> 29,206
<TOTAL-LIABILITY-AND-EQUITY> 62,180
<SALES> 41,235
<TOTAL-REVENUES> 41,235
<CGS> 23,981
<TOTAL-COSTS> 23,981
<OTHER-EXPENSES> 11,340
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 120
<INCOME-PRETAX> 5,794
<INCOME-TAX> 2,434
<INCOME-CONTINUING> 3,360
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,360
<EPS-BASIC> 0.48
<EPS-DILUTED> 0.46
</TABLE>
