<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 0-22183
----------------
MEADE INSTRUMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2988062
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6001 OAK CANYON, IRVINE, CA 92618
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(949) 451-1450
----------------
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, 2000 is
16,394,702 shares, giving effect to the two-for-one stock split declared by the
company on May 5, 2000 and paid on June 19, 2000 to all stockholders of record
as of May 22, 2000.
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<PAGE> 2
MEADE INSTRUMENTS CORP.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I -- FINANCIAL INFORMATION
Consolidated Balance Sheets (Unaudited) -- August 31, 2000 and February 29, 2000........................................ 3
Consolidated Statements of Income (Unaudited) -- Three Months and Six Months Ended August 31, 2000 and 1999............. 4
Consolidated Statements of Cash Flows (Unaudited) -- Six Months Ended August 31, 2000 and 1999.......................... 5
Notes to Consolidated Financial Statements (Unaudited).................................................................. 6
Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 7 - 10
PART II -- OTHER INFORMATION
Other Information....................................................................................................... 10 - 11
Signatures.............................................................................................................. 12
Exhibit Index........................................................................................................... 13
</TABLE>
2
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS
MEADE INSTRUMENTS CORP.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 29,
2000 2000
------------ ------------
<S> <C> <C>
Current assets:
Cash ......................................................... $ 368,000 $ 2,180,000
Accounts receivable, less allowance for doubtful accounts
of $475,000 at August 31, 2000 and $3,861,000 at
February 29, 2000 .......................................... 31,750,000 8,451,000
Inventories .................................................. 46,177,000 34,311,000
Deferred income taxes ........................................ 8,121,000 7,770,000
Prepaid expenses and other current assets .................... 383,000 326,000
------------ ------------
Total current assets ................................. 86,799,000 53,038,000
Other assets ................................................... 3,535,000 4,087,000
Property and equipment, net of accumulated depreciation of
$4,572,000 at August 31, 2000 and $3,915,000 at
February 29, 2000 ............................................ 7,769,000 6,966,000
------------ ------------
$ 98,103,000 $ 64,091,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit .......................................... $ 27,963,000 $ 2,784,000
Accounts payable ............................................. 8,568,000 3,889,000
Accrued liabilities .......................................... 6,658,000 6,479,000
Income taxes payable ......................................... 2,550,000
Current portion of long-term debt and capital lease
obligations ................................................ 1,293,000 783,000
------------ ------------
Total current liabilities ............................ 44,482,000 16,485,000
------------ ------------
Long-term debt ................................................. 4,000,000 4,500,000
Long-term capital lease obligations, net of current
portion ...................................................... 291,000 441,000
------------ ------------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.01 par value, 50,000,000 shares
authorized; 16,395,000 and 16,214,000 shares issued and
outstanding at August 31, 2000 and February 29, 2000,
respectively .............................................. 164,000 162,000
Additional paid-in capital ................................... 29,337,000 26,749,000
Retained earnings ............................................ 26,458,000 22,457,000
Accumulated other comprehensive income ....................... (466,000) (333,000)
------------ ------------
55,493,000 49,035,000
Unearned ESOP shares ......................................... (6,163,000) (6,370,000)
------------ ------------
Total stockholders' equity ........................... 49,330,000 42,665,000
------------ ------------
$ 98,103,000 $ 64,091,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
3
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MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
AUGUST 31, AUGUST 31,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales ....................... $35,630,000 $24,134,000 $58,420,000 $41,235,000
Cost of sales ................... 21,297,000 13,997,000 34,802,000 23,981,000
----------- ----------- ----------- -----------
Gross profit .................. 14,333,000 10,137,000 23,618,000 17,254,000
Selling expenses ................ 5,331,000 2,937,000 8,683,000 5,228,000
General and administrative
expenses ...................... 2,621,000 2,486,000 4,738,000 4,768,000
ESOP expense .................... 772,000 482,000 1,421,000 804,000
Research and development expenses 546,000 275,000 1,004,000 540,000
----------- ----------- ----------- -----------
Operating income .............. 5,063,000 3,957,000 7,772,000 5,914,000
Interest expense ................ 441,000 135,000 675,000 120,000
----------- ----------- ----------- -----------
Income before income taxes .... 4,622,000 3,822,000 7,097,000 5,794,000
Provision for income taxes ...... 1,990,000 1,606,000 3,096,000 2,434,000
----------- ----------- ----------- -----------
Net income ...................... $ 2,632,000 $ 2,216,000 $ 4,001,000 $ 3,360,000
=========== =========== =========== ===========
Basic earnings per share ........ $ 0.18 $ 0.16 $ 0.27 $ 0.24
=========== =========== =========== ===========
Diluted earnings per share ...... $ 0.17 $ 0.15 $ 0.25 $ 0.23
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- basic .......... 14,667,000 13,930,000 14,615,000 13,896,000
=========== =========== =========== ===========
Weighted average number of shares
outstanding -- diluted ........ 15,856,000 14,684,000 15,876,000 14,582,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
MEADE INSTRUMENTS CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED AUGUST 31,
-----------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income ...................................... $ 4,001,000 $ 3,360,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................ 898,000 521,000
ESOP contribution ............................ 1,421,000 804,000
Allowance for doubtful accounts .............. 116,000 697,000
Changes in assets and liabilities:
Increase in accounts receivable ............ (23,487,000) (3,875,000)
Increase in inventories .................... (12,370,000) (16,201,000)
Increase in deferred income taxes .......... (422,000) (1,802,000)
Increase in prepaid expenses and other
current assets .......................... (53,000) (261,000)
Decrease in other assets ................... 695,000 54,000
Increase in accounts payable ............... 4,734,000 3,635,000
(Decrease) increase in accrued liabilities . (634,000) 635,000
Decrease in income taxes payable ........... (1,230,000) (1,890,000)
------------ ------------
Net cash used in operating activities ... (26,331,000) (14,323,000)
------------ ------------
Cash flows from investing activities:
Capital expenditures ............................ (1,620,000) (997,000)
Increase in other assets ........................ -- (5,000,000)
------------ ------------
Net cash used in investing activities ... (1,620,000) (5,997,000)
------------ ------------
Cash flows from financing activities:
Net borrowings under bank line of credit ........ 25,357,000 15,425,000
Proceeds from long-term loan .................... -- 5,000,000
Exercise of stock options ....................... 748,000 165,000
Payments under capital lease obligations ........ (140,000) (168,000)
------------ ------------
Net cash provided by financing activities 25,965,000 20,422,000
------------ ------------
Effect of exchange rate changes on cash ........... 174,000 --
------------ ------------
Net increase (decrease) in cash ................... (1,812,000) 102,000
Cash at beginning of period ....................... 2,180,000 1,283,000
------------ ------------
Cash at end of period ............................. $ 368,000 $ 1,385,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
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 29, 2000.
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 six months ended August 31, 2000 and 1999,
respectively, are not necessarily indicative of the operating results for the
entire fiscal year.
B. STOCK SPLIT
On May 5, 2000 the Company declared a two-for-one stock split of the
Company's common stock, to be effected in the form of a dividend. The dividend
was paid on June 19, 2000 to stockholders of record on May 22, 2000. All share
and per share amounts in the accompanying consolidated financial statements and
the notes thereto, have been adjusted to reflect the stock split.
C. THE COMPOSITION OF INVENTORIES IS AS FOLLOWS:
AUGUST 31, FEBRUARY 29,
2000 2000
---------- -----------
Raw materials.......... $10,588,000 $7,335,000
Work-in-process........ 4,006,000 6,600,000
Finished goods......... 31,583,000 20,376,000
----------- -----------
$46,177,000 $34,311,000
=========== ===========
D. NET INCOME PER SHARE
Basic earnings per share amounts exclude the dilutive effect of potential
common shares. Basic earnings per share are based upon the weighted-average
number of common shares outstanding. Diluted earnings per share are based upon
the weighted-average number of common shares and dilutive potential common
shares outstanding. Potential common shares are outstanding stock options under
the Company's stock incentive plan which are included under the treasury stock
method.
The following is a reconciliation of the denominators of the basic and
diluted earnings per share computations for net income for the three and six
months ended August 31, 2000 and 1999, respectively.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
AUGUST 31, AUGUST 31,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income ................... $ 2,632,000 $ 2,216,000 $ 4,001,000 $ 3,360,000
=========== =========== =========== ===========
Shares outstanding - basic ... 14,667,000 13,930,000 14,615,000 13,896,000
Effect of dilutive securities:
Stock options ............. 1,189,000 754,000 1,261,000 686,000
----------- ----------- ----------- -----------
Shares outstanding - diluted . 15,856,000 14,684,000 15,876,000 14,582,000
=========== =========== =========== ===========
Net income - basic ........... 0.18 0.16 0.27 0.24
Net income - diluted ......... 0.17 0.15 0.25 0.23
</TABLE>
6
<PAGE> 7
E. 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 held that the Company has not
infringed the patent. On July 27, 1999 the opposing party filed a purported
notice of appeal with respect to the summary judgment motion. On May 2, 2000 the
Company filed a motion to dismiss the appeal. On June 23, 2000 the court granted
Meade's motion and ordered a dismissal of the appeal. On July 7, 2000, the
opposing party filed a petition for rehearing of the appeal. In the event of any
further proceedings on the merits, 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.
F. COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income establishes standards for reporting and displaying of
comprehensive income and its components in the Company's consolidated financial
statements. Comprehensive income is defined in SFAS 130 as the change in equity
(net assets) of a business enterprise during a period from transactions and
other events and circumstances from non-owner sources. Total comprehensive
income was $2,499,000 and $3,868,000, for the three and six months ended August
31, 2000, respectively. The difference from net income as reported is the change
in the cumulative currency translation adjustment.
G. CHANGE IN AUTHORIZED SHARES
On July 13, 2000 the stockholders of Meade Instruments Corp. approved an
amendment to the Company's Certificate of Incorporation to increase the number
of authorized shares of common stock from 20,000,000 to 50,000,000.
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, 2000 Compared to Three Months
Ended August 31, 1999
Net sales for the second quarter of fiscal 2001 were $35.6 million compared
to $24.1 million for the second quarter of fiscal 2000, an increase of 47.6%.
This increase was principally due to initial sales of new product offerings in
the Company's ETX line of telescopes and increases in sales of domestically
produced high-end telescopes and imported less-expensive telescopes. Sales
attributable to the Company's European subsidiary also contributed approximately
$2.2 million to the increase over the prior year.
Gross profit increased from $10.1 million (42.0% of net sales) for the
second quarter of fiscal 2000 to $14.3 million (40.2% of net sales) for the
second quarter of fiscal 2001, an increase of 41.4%. The decrease in gross
profit as a percentage of net sales was due to lower gross margins at the
Company's European subsidiary.
Selling expenses increased from $2.9 million (12.2% of net sales) for the
second quarter of fiscal 2000 to $5.3 million (15.0% of net sales) for the
second quarter of fiscal 2001, an increase of 81.5%. This increase was primarily
due to increases in advertising and marketing expenses. Also, with higher sales
volume, freight costs, commissions and other selling expenses have increased
over the prior year. The Company expects advertising and marketing expenses to
continue to increase over the prior year primarily due to an expanded print
advertising campaign aimed at marketing the Company's less-expensive telescope
lines. Selling expenses attributable to the European subsidiary also contributed
to the increase in selling expenses for the second quarter of fiscal 2001.
General and administrative expenses increased slightly from $2.5 million
(10.3% of net sales) for the second quarter of fiscal 2000, to $2.6 million
(7.4% of net sales) for the second quarter of fiscal 2001, an increase of 5.4%.
7
<PAGE> 8
This increase was principally due to general and administrative expenses at the
Company's European subsidiary. Otherwise, general and administrative expenses
remained relatively stable compared to the prior year.
ESOP contribution expense increased from $482,000 for the second quarter of
fiscal 2000 to $772,000 for the second quarter of fiscal 2001, an increase of
60.2%. The increase in this non-cash charge was due to increases in the average
market price of the Company's stock allocated to the Employee Stock Ownership
Plan during the quarter. To the extent that the market value of the Company's
common stock continues to rise, the non-cash ESOP contribution expense is
expected to continue to increase.
Research and development expenses increased from $275,000 for the second
quarter of fiscal 2000 to $546,000 for the second quarter of fiscal 2001, an
increase of 98.6%. This increase was due to increased engineering personnel
costs, outside consulting costs and parts and supplies costs related to the
development of telescope and other consumer related products as well as
industrial optical products.
Interest expense increased from $135,000 for the second quarter of fiscal
2000 to $441,000 for the second quarter of fiscal 2001, an increase of 226.7%.
The increase was due to interest expense on the $5.0 million Term Loan, higher
average borrowings on the Company's bank line of credit and interest expense on
short-term borrowings at the Company's European subsidiary.
Six Months Ended August 31, 2000 Compared to Six Months Ended August 31, 1999
Net sales for the six months ended August 31, 2000 were $58.4 million
compared to $41.2 million for the comparable prior year period, an increase of
41.7%. This increase was principally due to initial sales of new product
offerings in the Company's ETX line of telescopes and increases in sales of
domestically produced high-end telescopes and imported less-expensive
telescopes. Sales attributable to the Company's European subsidiary also
contributed approximately $4.4 million to the increase over the prior year.
Gross profit increased from $17.3 million (41.8% of net sales) for the six
months ended August 31, 1999 to $23.6 million (40.4% of net sales) for the
comparable current year period, an increase of 36.9%. The decrease in gross
profit as a percentage of net sales was due to lower gross margins at the
Company's European subsidiary.
Selling expenses increased from $5.2 million (12.7% of net sales) for the
six months ended August 31, 1999 to $8.7 million (14.7% of net sales) for the
comparable current year period, an increase of 66.1%. This increase was
primarily due to increases in advertising and marketing expenses. Also, with
higher sales volume, freight costs, commissions and other selling expenses have
increased over the prior year. The Company expects advertising and marketing
expenses to continue to increase over the prior year primarily due to an
expanded print advertising campaign aimed at marketing the Company's
less-expensive telescope lines. Selling expenses attributable to the European
subsidiary also contributed to the increase in selling expenses for the six
months ended August 31, 2000.
General and administrative expenses decreased slightly from $4.8 million
(11.6% of net sales) for the six months ended August 31, 1999 to $4.7 million
(8.1% of net sales) for the comparable current year period, a decrease of less
than one percent. This decrease would have been slightly larger by excluding the
general and administrative expenses of the Company's European subsidiary.
ESOP contribution expense increased from $804,000 for the six months ended
August 31, 1999 to $1.4 million for the comparable current year period, an
increase of 76.7%. The increase in this non-cash charge was due to increases in
the average market price of the Company's stock allocated to the Employee Stock
Ownership Plan during the quarter. To the extent that the market value of the
Company's common stock continues to rise, the non-cash ESOP contribution expense
is expected to continue to increase.
Research and development expenses increased from $540,000 for the six months
ended August 31, 1999 to $1.0 million for the comparable current year period, an
increase of 85.9%. This increase was due to increased engineering personnel
costs, outside consulting costs and parts and supplies costs related to the
development of telescope and other consumer related products as well as
industrial optical products.
Interest expense increased from $120,000 for the six months ended August 31,
1999 to $675,000 for the comparable current year period, an increase of 462.5%.
The increase was due to interest expense on the $5.0 million Term Loan, higher
average borrowings on the Company's bank line of credit and interest expense on
short-term borrowings at the Company's European subsidiary.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended August 31, 2000, the Company funded its operations
with internally generated cash flow and short-term borrowings from banks.
Internally generated cash flow from net income adjusted for non-cash charges was
more than offset by increases in accounts receivable and inventories. The
increase in inventories is due to anticipated sales for the third quarter of the
Company's fiscal year 2001. A substantial portion of the Company's net sales
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 increase in accounts receivable is due
to higher sales in the second quarter of fiscal year 2001 and the timing of
those sales coming late in the quarter. Net working capital totaled
approximately $42.3 million at August 31, 2000, up from $36.6 million at
February 29, 2000. 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 connection with the
acquisition of its European subsidiary in September 1999, the Company borrowed
$5 million under the Term Loan on August 31, 1999. On August 31, 2000 the Loan
Agreement was amended to provide for a seasonal increase to the Revolving Loan.
For the period from August 1 through November 30 the Loan Agreement, as amended,
provides a $50 million Revolving Loan.
Capital expenditures, including financed purchases of equipment, aggregated
$1.6 million and $1.0 million for the six months ended August 31, 2000 and 1999,
respectively. The Company had no material capital expenditure commitments at
August 31, 2000.
In March 2000, the Company announced that it will be an original equipment
manufacturer for TeraBeam Corporation, an emerging service provider for gigabit
IP connectivity in metropolitan areas. Meade will supply the Seattle-based
company with key components for TeraBeam's optical wireless network. The current
components use existing Meade telescope technology and are being shipped in
limited quantities. The ultimate quantities and timing of the products ordered
by TeraBeam will depend upon TeraBeam's market roll-out.
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.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission (the "SEC")
released Staff Accounting Bulletin ("SAB") No. 101, which provides guidance on
recognition, presentation and disclosure of revenue in financial statements
filed with the SEC. The Company is required to be in conformity with the
provisions of SAB 101 no later than fourth quarter 2001 and the Company does not
expect a material change in it's financial condition or results of operations as
a result of SAB 101.
In June 1998 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133; Accounting for Derivative Instruments
and Hedging Activities ("SFAS 133"). SFAS 133 is required to be adopted in
fiscal years beginning after June 15, 2000 and establishes accounting and
reporting standards for derivative instruments and for hedging activities. In
June 2000, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 138 ("SFAS 138") which amends SFAS 133 and is
required to be adopted concurrently with SFAS 133. The Company does not
anticipate that the adoption of SFAS 133, as amended by SFAS 138, will have a
material impact on its financial position or result of operations.
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
9
<PAGE> 10
and marketing efforts; the Company's ability to continue to develop and bring to
market new and innovative products; the Company's ability to integrate and
develop its wholly-owned manufacturing facility in Mexico in combination with
its existing manufacturing capabilities; the Company expanding its distribution
network; the Company's ability to integrate and further develop the business of
Bresser Optik GmbH & Co. KG, which the Company acquired in September 1999, in
combination with the Company's existing business; the Company experiencing
fluctuations in its sales, gross margins and profitability from quarter to
quarter consistent with prior periods; the extent to which Meade will supply key
components for TeraBeam Corporation; 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, increasing ESOP charges in the event the market price of
the Company's stock increases, 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.
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 overseas in a number of foreign currencies,
principally in Europe. These currencies have been relatively stable against the
U.S. dollar for the past several years. As a result, foreign currency
fluctuations have not had a material impact historically on Meade's revenues or
results of operations. There can be no assurance that European currencies will
remain stable relative to the U.S. dollar or that future fluctuations in the
value of foreign currencies will not have a material adverse effect on the
Company's business, operating results, revenues and financial condition. The
Company has and will continue to consider the adoption of a foreign currency
hedging program.
The Company does not enter into derivatives or other financial instruments
for trading, speculative purposes or to manage its interest rate risk. The
Company's financial instruments consist of cash, accounts receivable, accounts
payable, and long-term obligations. The Company's exposure to market risk for
changes in interest rates related 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.
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. Appeal No. 99-1517. United States
Court of Appeals for the Federal Circuit. Action for declaratory relief
initiated by a complaint filed March 16, 1998, by the Company for declaratory
judgment of non-infringement of Reddwarf's U.S. Patent No. 4,764,881, for
declaratory judgment that Reddwarf's patent is invalid, void and unenforceable,
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
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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 District Court granted the motion for
summary judgment of non-infringement. On July 2, 1999, the court held that the
Company has not infringed Reddwarf's patent and that Reddwarf shall take nothing
by its counterclaim. On July 27, 1999 Reddwarf filed a purported notice of
appeal to the Federal Circuit from the District Court's order granting summary
judgment. On May 2, 2000, Meade filed a motion in the Federal Circuit to dismiss
Reddwarf's appeal on the ground that Reddwarf had failed to properly appeal from
the District Court's final judgment. On June 23, 2000, the Federal Circuit
granted Meade's motion and ordered dismissal of the appeal. On or about July 7,
2000, Reddwarf filed with the Federal Circuit a petition for rehearing and a
suggestion for rehearing en banc. The Federal Circuit has not yet ruled on that
petition. In the event of any further proceedings on the merits, 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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In connection with the Company's Annual Meeting of Stockholders, held on
July 13, 2000, the stockholders of the Company (1) re-elected Steven G. Murdock
and Harry L. Casari as directors for a three year term expiring at the Company's
Annual Meeting to be held in 2003 and (2) approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 20,000,000 to 50,000,000.
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The voting results were as follows:
<TABLE>
<CAPTION>
FOR AGAINST WITHHELD
--- ------- --------
<S> <C> <C> <C>
Re-election of Steven G. Murdock to the Company's Board of
Directors.................................................... 14,574,238 -- 287,017
Re-election of Harry L. Casari to the Company's Board of
Directors.................................................... 14,561,990 3,273 295,992
Amendment to the Certificate of Incorporation................ 14,547,097 290,678 23,480
</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,
2000.
6(b) Reports on Form 8-K.
None.
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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 16, 2000
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
--------- ----- ----
<S> <C> <C>
/s/ JOHN C. DIEBEL Chairman of the Board and Chief Executive October 16, 2000
----------------------------------------------------- Officer (Principal Executive Officer)
John C. Diebel
/s/ STEVEN G. MURDOCK Director, President, Chief Operating Officer and October 16, 2000
----------------------------------------------------- Secretary
Steven G. Murdock
/s/ BRENT W. CHRISTENSEN Vice President, Finance and Chief Financial October 16, 2000
----------------------------------------------------- Officer (Principal Financial and Accounting
Brent W. Christensen Officer)
/s/ JOSEPH A. GORDON, JR. Director and Senior Vice President of North October 16, 2000
----------------------------------------------------- American Sales
Joseph A. Gordon, Jr.
/s/ TIMOTHY C. MCQUAY Director October 16, 2000
-----------------------------------------------------
Timothy C. McQuay
Director
-----------------------------------------------------
Harry L. Casari
Director
-----------------------------------------------------
Michael P. Hoopis
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
27 Financial Data Schedule for the six months ended
August 31, 2000
