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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 May 31, 2010
 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.)27 Hubble, Irvine, CA
(Address of principal executive offices)
    
    92618
(Zip Code)
 (949) 451-1450
(Registrants telephone number, including area code)
 þ o
 o o
  Non-accelerated filer o
    
    Large Accelerated filer o
    
    Accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ




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MEADE INSTRUMENTS CORP.
REPORT ON FORM 10-Q FOR THE QUARTER ENDED
May 31, 2010
 TABLE OF CONTENTS
 Page No.PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets (Unaudited)  May 31, 2010 and February 28, 2010
    
    
    2Consolidated Statements of Operations (Unaudited)  Three Months Ended May 31, 2010 and 2009
    
    
    3Consolidated Statements of Cash Flows (Unaudited)  Three Months Ended May 31, 2010 and 2009
    
    
    4Notes to Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosure about Market Risk
    
    
    16Item 4T. Controls and Procedures
    
    
    17PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18Signatures
    
    
    19Exhibit 10.64Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



ITEM 1.
    
    FINANCIAL STATEMENTS.
 MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share data)
 (Unaudited)
 May 31,
    
    
    February 28,2010
    
    
    2010ASSETSCurrent assets:Cash
    
    $
    3,891
    
    
    $
    5,055Accounts receivable, less allowance for
doubtful accounts of $413 at May 31,
2010 and $416 at February 28, 2010
    
    
    3,322
    
    
    
    2,183Inventories
    
    
    6,702
    
    
    
    7,494Prepaid expenses and other current assets
    
    
    445
    
    
    
    273Total current assets
    
    
    14,360
    
    
    
    15,005Property and equipment, net
    
    
    404
    
    
    
    496Acquisition-related intangible assets, net
    
    
    1,004
    
    
    
    1,046Other assets, net
    
    
    118
    
    
    
    109$
    15,886
    
    
    $
    16,656LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,781
    
    
    $
    1,711Accrued liabilities
    
    
    2,211
    
    
    
    2,324Total current liabilities
    
    
    3,992
    
    
    
    4,035Deferred rent
    
    
    18
    
    
    
    16Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 2,500
shares authorized; 1,167 shares issued
and outstanding at May 31, 2010 and
February 28, 2010
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    52,378
    
    
    
    52,249Accumulated deficit
    
    
    (40,514
    )
    
    
    (39,656
    )Total stockholders equity
    
    
    11,876
    
    
    
    12,605$
    15,886
    
    
    $
    16,656
   2




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, expect per share data)
 (Unaudited)
 Three Months EndedMay 31,2010
    
    
    2009Net sales
    
    $
    5,502
    
    
    $
    4,233Cost of sales
    
    
    4,368
    
    
    
    3,120Gross profit
    
    
    1,134
    
    
    
    1,113Selling
    
    
    553
    
    
    
    617General and administrative
    
    
    1,236
    
    
    
    1,424Research and development
    
    
    204
    
    
    
    257Operating loss
    
    
    (859
    )
    
    
    (1,185
    )Interest income, net
    
    
    (1
    )
    
    
    (6
    )Loss before income taxes
    
    
    (858
    )
    
    
    (1,179
    )Income tax benefit
    
    
    
    
    
    
    (13
    )Net loss
    
    $
    (858
    )
    
    $
    (1,166
    )Net loss per sharebasic and diluted
    
    $
    (0.74
    )
    
    $
    (1.00
    )Weighted average common shares outstandingbasic and diluted
    
    
    1,167
    
    
    
    1,167
   3




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MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Three Months EndedMay 31,2010
    
    
    2009Cash flows from operating activities:Net loss
    
    $
    (858
    )
    
    $
    (1,166
    )Adjustments to reconcile loss from continuing operations
to net cash used in operating activities:Depreciation and amortization
    
    
    131
    
    
    
    123Bad debt expense
    
    
    (3
    )
    
    
    74Stock-based compensation
    
    
    129
    
    
    
    153Deferred rent amortization
    
    
    2
    
    
    
    4Gain on sale of fixed assets
    
    
    
    
    
    
    (3
    )Changes in assets and liabilities:Accounts receivable
    
    
    (1,136
    )
    
    
    (745
    )Inventories
    
    
    792
    
    
    
    650Prepaid expenses and other current assets
    
    
    (172
    )
    
    
    (182
    )Accounts payable
    
    
    70
    
    
    
    (68
    )Accrued lease termination fee
    
    
    
    
    
    
    (200
    )Accrued liabilities
    
    
    (113
    )
    
    
    (304
    )Net cash used in operating activities
    
    
    (1,158
    )
    
    
    (1,664
    )Cash flows from investing activities:Capital expenditures
    
    
    (6
    )
    
    
    (1
    )Reduction (investment) in restricted cash
    
    
    
    
    
    
    200Proceeds from sale of fixed assets
    
    
    
    
    
    
    3Net cash (used in) provided by investing activities
    
    
    (6
    )
    
    
    202Cash flows from financing activities
    
    
    
    
    
    
    Net decrease in cash
    
    
    (1,164
    )
    
    
    (1,462
    )Cash at beginning of period
    
    
    5,055
    
    
    
    5,890Cash at end of period
    
    $
    3,891
    
    
    $
    4,428
   4




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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.
     B. Liquidity
     5




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
    C. Stock Based Compensation
 Share-Based Payment
   May 31,
    
    
    May 31,2010
    
    
    2009Expected life (1)
    
    
    3.8
    
    
    
    5.5Expected volatility (2)
    
    
    123
    %
    
    
    103
    %Risk-free interest rate (3)
    
    
    1.9
    %
    
    
    2.3
    %Expected dividends
    
    None
    
    
    None
 
 (1)
    
    The option term is expressed in years and was determined using the simplified method for
estimating expected option life.  6




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 (2)
    
    The stock volatility for each grant is measured using the weighted average of historical
daily price changes of the Companys common stock over the most recent period equal to the
expected option life of the grant, adjusted for activity which is not expected to occur in the
future.(3)
    
    The risk-free interest rate for periods equal to the expected term of the share option is
based on the U.S. Treasury yield curve in effect at the time of grant.   D. Composition of Certain Balance Sheet Accounts
  May 31,
    
    
    February 28,2010
    
    
    2010(In thousands)Due from factor
    
    $
    3,667
    
    
    $
    2,359Accounts receivable, other
    
    
    (345
    )
    
    
    (176
    )$
    3,322
    
    
    $
    2,183
   May 31,
    
    
    February 28,2010
    
    
    2010(In thousands)Raw materials
    
    $
    3,108
    
    
    $
    2,957Work-in-process
    
    
    2,078
    
    
    
    2,426Finished goods
    
    
    1,516
    
    
    
    2,111$
    6,702
    
    
    $
    7,494
  Amortization
    
    
    May 31, 2010
    
    
    February 28, 2010Periods
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net Book
    
    
    Gross Carrying
    
    
    Accumulated
    
    
    Net Book(In Years)
    
    
    Amount
    
    
    Amortization
    
    
    Value
    
    
    Amount
    
    
    Amortization
    
    
    Value(In thousands)Trademarks
    
    
    7-15
    
    
    $
    424
    
    
    $
    (299
    )
    
    $
    125
    
    
    $
    424
    
    
    $
    (290
    )
    
    $
    134Completed
technologies
    
    
    12
    
    
    
    1,620
    
    
    
    (741
    )
    
    
    879
    
    
    
    1,620
    
    
    
    (708
    )
    
    
    912Total
    
    
    
    
    
    $
    2,044
    
    
    $
    1,040
    
    
    $
    1,004
    
    
    $
    2,044
    
    
    $
    (998
    )
    
    $
    1,046
  7




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
  AmortizingIntangibleAssets(In thousands)Balance, net, February 28, 2010
    
    $
    1,046Amortization
    
    
    (42
    )Balance, net, May 31, 2010
    
    $
    1,004
  AmountsFiscal Year
    
    (In thousands)2011 (remaining nine months)
    
    $
    1282012
    
    
    1712013
    
    
    1712014
    
    
    1622015
    
    
    135Thereafter
    
    
    237Total
    
    $
    1,004
  May 31,
    
    
    February 28,2010
    
    
    2010(In thousands)Molds and dies
    
    $
    7,325
    
    
    $
    7,317Machinery and equipment
    
    
    4,453
    
    
    
    4,455Furniture and fixtures
    
    
    256
    
    
    
    256Autos and trucks
    
    
    199
    
    
    
    199Leasehold improvements
    
    
    139
    
    
    
    13912,372
    
    
    
    12,366Less accumulated depreciation and amortization
    
    
    (11,968
    )
    
    
    (11,870
    )$
    404
    
    
    $
    496
 E. Commitments and Contingencies
  F. Reverse Stock Split and Income (Loss) Per Share
   8




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
   May 31,
    
    
    February 28,2010
    
    
    2010(In thousands)Stock options outstanding
    
    
    78
    
    
    
    78
  Three Months EndedMay 31,2010
    
    
    2009(In thousands)Basic weighted average number of shares
    
    
    1,167
    
    
    
    1,167Dilutive potential shares of common stock
    
    
    
    
    
    
    Diluted weighted average number of shares
outstanding
    
    
    1,167
    
    
    
    1,167Number of options excluded from the
calculation of weighted average shares
because the exercise prices were greater
than the average market price of the
Companys common stock
    
    
    78
    
    
    
    55Potential shares of common stock excluded
from the calculation of weighted average
shares
    
    
    
    
    
    
    
   9




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 G. Product Warranties
  Three Months EndedMay 31,2010
    
    
    2009(In thousands)Beginning balance
    
    $
    883
    
    
    $
    985Warranty accrual
    
    
    62
    
    
    
    (53
    )Labor and material usage
    
    
    (86
    )
    
    
    (31
    )Ending balance
    
    $
    859
    
    
    $
    901
 H. Income Taxes
 Accounting for Income Taxes
    I. Recent Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
  10




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MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 (Unaudited)
 Subsequent
Events
 1.
    
    The period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements
 2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements
 3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
   11




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion of our financial condition and results of operations should be read
in conjunction with our consolidated financial statements and related notes included in this Form
10-Q. This discussion contain forward-looking statements that involve risks and uncertainties.
Our actual results may differ materially from those anticipated in these forward-looking statements
due to known and unknown risks, uncertainties and other factors, including those risks discussed in
Risk Factors in the Companys annual report on Form 10-K . Those risk factors expressly qualify
all subsequent oral and written forward-looking statements attributable to us or persons acting on
our behalf. We do not have any intention or obligation to update forward-looking statements
included in this Form 10-Q after the date of this Form 10-Q , except as required by law.
 Overview of the Company
   Critical Accounting Policies and Estimates
  Revenue Recognition
   12




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Inventories
  Intangible Assets
 Business Combinations Goodwill
and Other Intangible Assets
 Income taxes
 Accounting for Income Taxes
     13




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Results of Operations
 st th
 Three Months Ended May 31, 2010 Compared to Three Months Ended May 31, 2009
       Seasonality
   14




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Liquidity and Capital Resources
        Inflation
   15




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New Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
 Subsequent
Events
 1.
    
    The period after the balance sheet date during which management of a reporting entity
should evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements2.
    
    The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements3.
    
    The disclosures that an entity should make about events or transactions that occurred
after the balance sheet date.
  Forward-Looking Information
  
 ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
   16




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ITEM 4T.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
   Changes in Internal Control over Financial Reporting
   17




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PART II  OTHER INFORMATION
 
 ITEM 1.
    
    LEGAL PROCEEDINGS
  
 ITEM 1A.
    
    RISK FACTORS
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5.
    
    OTHER INFORMATION
  
 ITEM 6.
    
    EXHIBITS
 Exhibit No.
    
    Exhibit Title or Description10.64
    
    
    Meade Instruments Corp. 2008 Stock Incentive Plan31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief
Executive Officer32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief
Financial Officer
  18




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SIGNATURES
  MEADE INSTRUMENTS CORP.Dated: July 15, 2010
    By:
    /s/ STEVEN G. MURDOCKSteven G. MurdockChief Executive OfficerBy:
    /s/ JOHN A. ELWOODJohn A. ElwoodSenior Vice President  Finance and
Administration, Chief Financial Officer  19




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EXHIBIT INDEX
 Exhibit No.
    
    Exhibit Title or Description10.64
    
    
    Meade Instruments Corp. 2008 Stock Incentive Plan31.1
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Executive Officer31.2
    
    
    Rule 13a-14(a)/15d-14(a) Certification  Principal Financial Officer32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief
Executive Officer32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002  Chief
Financial Officer
  20