##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended November 30, 2006
 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
    
    95-2988062(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 6001 Oak Canyon, Irvine, CA
    
    92618(Address of principal executive offices)
    
    (Zip Code)
 (949) 451-1450
(Registrants telephone number, including area code)
 þ o
  o o þ
 o þ




---



##### 



Explanatory Note
Restatement of Consolidated Financial Statements




---



##### 



MEADE INSTRUMENTS CORP.
 TABLE OF CONTENTS
 Page No.PART I  FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets (Unaudited)  November 30, 2006 and February 28, 2006
    
    
    1Consolidated Statements of Operations (Unaudited)  Three and Nine Months Ended November 30, 2006 and 2005
    
    
    2Consolidated Statements of Cash Flows (Unaudited)  Nine Months Ended November 30, 2006 and 2005
    
    
    3Notes to Consolidated Financial Statements (Unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    28Item 3. Defaults Upon Senior Securities
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 5. Other Information
    
    
    28Item 6. Exhibits
    
    
    28Signatures
    
    
    30




---



##### 



ITEM 1. FINANCIAL STATEMENTS.
 MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
 November 30,
    
    
    February 28,2006
    
    
    2006ASSETSCurrent assets:Cash
    
    $
    893,000
    
    
    $
    7,589,000Accounts receivable, less allowance for doubtful accounts
of $746,000 at November 30, 2006 and $483,000 at February
28, 2006
    
    
    43,387,000
    
    
    
    16,822,000Inventories
    
    
    28,246,000
    
    
    
    34,359,000Prepaid expenses and other current assets
    
    
    1,044,000
    
    
    
    395,000Total current assets
    
    
    73,570,000
    
    
    
    59,165,000Goodwill
    
    
    3,141,000
    
    
    
    2,115,000Acquisition-related intangible assets, net
    
    
    4,766,000
    
    
    
    5,018,000Property and equipment, net
    
    
    5,098,000
    
    
    
    5,371,000Other assets, net
    
    
    159,000
    
    
    
    571,000$
    86,734,000
    
    
    $
    72,240,000LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank lines of credit
    
    $
    20,567,000
    
    
    $
    4,229,000Accounts payable
    
    
    11,277,000
    
    
    
    5,899,000Accrued liabilities
    
    
    7,535,000
    
    
    
    5,773,000Income taxes payable
    
    
    1,993,000
    
    
    
    133,000Current portion of long-term debt and capital lease obligations
    
    
    212,000
    
    
    
    1,306,000Total current liabilities
    
    
    41,584,000
    
    
    
    17,340,000Long-term debt and capital lease obligations
    
    
    1,222,000
    
    
    
    1,410,000Deferred income taxes
    
    
    1,540,000
    
    
    
    1,540,000Deferred rent
    
    
    122,000
    
    
    
    222,000Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 50,000,000 shares
authorized; 20,090,000 and 20,004,000 shares issued and
outstanding at November 30, 2006 and February 28, 2006,
respectively
    
    
    201,000
    
    
    
    200,000Additional paid-in capital
    
    
    44,983,000
    
    
    
    44,890,000Retained earnings
    
    
    (2,604,000
    )
    
    
    8,086,000Deferred stock compensation
    
    
    (196,000
    )
    
    
    (507,000
    )Accumulated other comprehensive income
    
    
    1,157,000
    
    
    
    682,00043,541,000
    
    
    
    53,351,000Unearned ESOP shares
    
    
    (1,275,000
    )
    
    
    (1,623,000
    )Total stockholders equity
    
    
    42,266,000
    
    
    
    51,728,000$
    86,734,000
    
    
    $
    72,240,000




---



##### 



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedNovember 30,
    
    
    November 30,2006
    
    
    2005
    
    
    2006
    
    
    2005as restated
    
    
    
    
    
    
    as restatedNet sales
    
    $
    48,498,000
    
    
    $
    53,092,000
    
    
    $
    85,829,000
    
    
    $
    96,494,000Cost of sales
    
    
    38,189,000
    
    
    
    38,424,000
    
    
    
    69,160,000
    
    
    
    70,827,000Gross profit
    
    
    10,309,000
    
    
    
    14,668,000
    
    
    
    16,669,000
    
    
    
    25,667,000Selling expenses
    
    
    5,502,000
    
    
    
    6,528,000
    
    
    
    13,284,000
    
    
    
    14,327,000General and administrative expenses
    
    
    3,866,000
    
    
    
    3,010,000
    
    
    
    10,905,000
    
    
    
    8,931,000ESOP expense
    
    
    79,000
    
    
    
    91,000
    
    
    
    229,000
    
    
    
    262,000Research and development expenses
    
    
    467,000
    
    
    
    395,000
    
    
    
    1,173,000
    
    
    
    1,066,000Operating income (loss)
    
    
    395,000
    
    
    
    4,644,000
    
    
    
    (8,922,000
    )
    
    
    1,081,000Interest expense
    
    
    277,000
    
    
    
    419,000
    
    
    
    492,000
    
    
    
    854,000Income (loss) before income taxes
    
    
    118,000
    
    
    
    4,225,000
    
    
    
    (9,414,000
    )
    
    
    227,000Provision for income taxes
    
    
    1,299,000
    
    
    
    2,744,000
    
    
    
    1,276,000
    
    
    
    992,000Net income (loss)
    
    $
    (1,181,000
    )
    
    $
    1,481,000
    
    
    $
    (10,690,000
    )
    
    $
    (765,000
    )Basic and diluted income (loss) per share
    
    $
    (0.06
    )
    
    $
    0.08
    
    
    $
    (0.55
    )
    
    $
    (0.04
    )Weighted average number of shares
outstanding  basic
    
    
    19,641,000
    
    
    
    19,410,000
    
    
    
    19,585,000
    
    
    
    19,326,000Weighted average number of shares
outstanding diluted
    
    
    19,641,000
    
    
    
    19,446,000
    
    
    
    19,585,000
    
    
    
    19,326,000
  2




---



##### 



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months EndedNovember 30,2006
    
    
    2005as restatedCash flows from operating activities:Net loss
    
    $
    (10,690,000
    )
    
    $
    (765,000
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization expense
    
    
    1,204,000
    
    
    
    1,853,000Deferred rent amortization
    
    
    (100,000
    )
    
    
    (95,000
    )Valuation allowance on deferred taxes
    
    
    
    
    
    
    936,000ESOP contribution
    
    
    229,000
    
    
    
    262,000Stock-based compensation
    
    
    383,000
    
    
    
    2,000Changes in assets and liabilities:Increase in accounts receivable
    
    
    (25,248,000
    )
    
    
    (30,254,000
    )Decrease in inventories
    
    
    6,556,000
    
    
    
    4,666,000Decrease (increase) in prepaid expenses and other assets
    
    
    (187,000
    )
    
    
    71,000Increase in accounts payable
    
    
    5,141,000
    
    
    
    12,027,000Increase in accrued liabilities
    
    
    1,371,000
    
    
    
    1,475,000Increase (decrease) in income taxes payable
    
    
    1,639,000
    
    
    
    (898,000
    )Net cash used in operating activities
    
    
    (19,702,000
    )
    
    
    (10,720,000
    )Cash flows from investing activities:Additional consideration paid for Coronado acquisition
    
    
    (1,026,000
    )
    
    
    Capital expenditures
    
    
    (303,000
    )
    
    
    (2,634,000
    )Net cash used in investing activities
    
    
    (1,329,000
    )
    
    
    (2,634,000
    )Cash flows from financing activities:Net borrowings under bank lines of credit
    
    
    15,763,000
    
    
    
    9,618,000Borrowing on long-term bank notes
    
    
    
    
    
    
    1,643,000Payments on long-term bank notes
    
    
    (1,467,000
    )
    
    
    (612,000
    )Payments under capital lease obligations
    
    
    (20,000
    )
    
    
    (10,000
    )Net cash provided by financing activities
    
    
    14,276,000
    
    
    
    10,639,000Effect of exchange rate changes on cash
    
    
    59,000
    
    
    
    (280,000
    )Net decrease in cash
    
    
    (6,696,000
    )
    
    
    (2,995,000
    )Cash at beginning of period
    
    
    7,589,000
    
    
    
    3,929,000Cash at end of period
    
    $
    893,000
    
    
    $
    934,000Non-cash investing and financing activities:Issuance of restricted stock
    
    
    
    
    
    $
    681,000Financed purchase of equipment under capital lease
    
    
    
    
    
    
    21,000
  3




---



##### 



MEADE INSTRUMENTS CORP.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 A. The Consolidated Financial Statements Have Been Prepared by the Company and are Unaudited.
   B. Restatement of Previously Issued Financial Statements
     4




---



##### 



C. Stock Based Compensation
    For the three and nine months ended November 30, 2006
 Expected life (1)
    
    6.2 yearsExpected volatility (2)
    
    
    73
    %Risk-free interest rate (3)
    
    
    4.7
    %Expected dividends
    
    None
 
 (1)
    
    The option term was determined using the simplified method for estimating expected option
life, which qualify as plain-vanilla options.(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.   5




---



##### 



Three months ended
    
    
    Nine months endedNovember 30,
    
    
    November 30,2005
    
    
    2005
    
    
    2005
    
    
    2005as reported
    
    
    as restated
    
    
    as reported
    
    
    as restatedReported net income (loss)
    
    $
    1,464,000
    
    
    $
    1,481,000
    
    
    $
    (803,000
    )
    
    $
    (765,000
    )Compensation cost, net of tax under APB 25
    
    
    33,000
    
    
    
    35,000
    
    
    
    120,000
    
    
    
    141,000Compensation cost, net of tax under SFAS 123
    
    
    (126,000
    )
    
    
    (93,000
    )
    
    
    (391,000
    )
    
    
    (446,000
    )Pro forma net income (loss)
    
    $
    1,371,000
    
    
    $
    1,423,000
    
    
    $
    (1,074,000
    )
    
    $
    (1,070,000
    )Reported net income (loss) per share 
basic and diluted
    
    $
    0.08
    
    
    $
    0.08
    
    
    $
    (0.04
    )
    
    $
    (0.04
    )Pro forma net income (loss) per share 
basic and diluted
    
    $
    0.07
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    (0.06
    )
  For the three and nine months ended November 30, 2005
 Expected life
    
    6.0 yearsExpected volatility
    
    
    33
    %Risk-free interest rate
    
    
    4.0
    %Expected dividends
    
    None
  D. Composition of Certain Balance Sheet Accounts
  November 30,
    
    
    February 28,2006
    
    
    2006Raw materials
    
    $
    4,606,000
    
    
    $
    6,895,000Work-in-process
    
    
    3,381,000
    
    
    
    4,871,000Finished goods
    
    
    20,259,000
    
    
    
    22,593,000$
    28,246,000
    
    
    $
    34,359,000
  November 30,
    
    
    February 28,2006
    
    
    2006Brand names  non-amortizing
    
    $
    2,041,000
    
    
    $
    2,041,000Trademarks
    
    
    1,938,000
    
    
    
    1,938,000Customer relationships
    
    
    1,390,000
    
    
    
    1,390,000Completed technologies
    
    
    1,620,000
    
    
    
    1,620,000Other
    
    
    56,000
    
    
    
    56,000Accumulated amortization
    
    
    (2,279,000
    )
    
    
    (2,027,000
    )Total amortizing acquisition-related intangible assets
    
    
    2,725,000
    
    
    
    2,977,000Total acquisition-related intangible assets
    
    $
    4,766,000
    
    
    $
    5,018,000
 6




---



##### 



Fiscal Year
    
    Amount2007
    
    $
    336,0002008
    
    
    336,0002009
    
    
    336,0002010
    
    
    336,0002011
    
    
    336,000
   E. Commitments and Contingencies
     7




---



##### 



F. Earnings (Loss) Per Share
   November 30,
    
    February 28,2006
    
    2006Stock options outstanding
    
    
    2,864,000
    
    
    
    3,844,000Restricted shares outstanding
    
    
    100,000
    
    
    
    247,500
  Three months ended
    
    Nine months endedNovember 30,
    
    November 30,2006
    
    2005
    
    2006
    
    2005Basic weighted average number of shares
    
    
    19,641,000
    
    
    
    19,410,000
    
    
    
    19,585,000
    
    
    
    19,326,000Dilutive potential shares of common stock
    
    
    
    
    
    
    36,000
    
    
    
    
    
    
    
    Diluted weighted average number of shares
outstanding
    
    
    19,641,000
    
    
    
    19,446,000
    
    
    
    19,585,000
    
    
    
    19,285,000Number 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
    
    
    2,864,000
    
    
    
    3,310,000
    
    
    
    2,536,000
    
    
    
    3,439,000Potential shares of common stock excluded
from the calculation of weighted average
shares
    
    
    134,000
    
    
    
    
    
    
    
    157,000
    
    
    
    49,000
  G. Comprehensive Income (Loss)
  Three months ended November 30,
    
    
    Nine months ended November 30,2006
    
    
    2005
    
    
    2005
    
    
    2006
    
    
    2005
    
    
    2005as reported
    
    
    as restated
    
    
    
    
    
    
    as reported
    
    
    as restatedNet income
(loss)
    
    $
    (1,181,000
    )
    
    $
    1,464,000
    
    
    $
    1,481,000
    
    
    $
    (10,690,000
    )
    
    $
    (803,000
    )
    
    $
    (765,000
    )Currency
translation
adjustments
    
    
    233,000
    
    
    
    (310,000
    )
    
    
    (310,000
    )
    
    
    714,000
    
    
    
    (824,000
    )
    
    
    (824,000
    )Change in fair
value of foreign
currency forward
contracts, net of
tax
    
    
    342,000
    
    
    
    1,082,000
    
    
    
    1,082,000
    
    
    
    (239,000
    )
    
    
    (276,000
    )
    
    
    (276,000
    )Total other
comprehensive
income (loss)
    
    $
    (606,000
    )
    
    $
    2,236,000
    
    
    $
    2,253,000
    
    
    $
    (10,215,000
    )
    
    $
    (1,903,000
    )
    
    $
    (1,865,000
    )
 8




---



##### 



H. Product Warranties
  Three months ended
    
    
    Nine months endedNovember 30,
    
    
    November 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Beginning balance
    
    $
    1,133,000
    
    
    $
    1,102,000
    
    
    $
    1,053,000
    
    
    $
    1,173,000Warranty accrual
    
    
    148,000
    
    
    
    180,000
    
    
    
    590,000
    
    
    
    365,000Labor and material usage
    
    
    (126,000
    )
    
    
    (261,000
    )
    
    
    (488,000
    )
    
    
    (517,000
    )Ending balance
    
    $
    1,155,000
    
    
    $
    1,021,000
    
    
    $
    1,155,000
    
    
    $
    1,021,000
 I. Derivative Instruments and Hedging Activities
  November 30, 2006
    
    February 28, 2006Notional
    
    
    
    
    
    Notionalamount
    
    Fair Value
    
    amount
    
    Fair ValueForward currency contracts
    
    $
    6,021,000
    
    
    $
    (239,000
    )
    
    
    
    
    
    
    
  J. Bank Borrowings
  9




---



##### 



November 30, 2006
    
    
    February 28, 2006U.S. bank revolving line of credit
    
    $
    8,917,000
    
    
    $
    4,229,000European bank revolving line of credit
    
    
    11,650,000
    
    
    
    Total bank revolving lines of credit
    
    $
    20,567,000
    
    
    $
    4,229,000U.S. term loan
    
    $
    
    
    
    $
    245,000European term loans
    
    
    1,404,000
    
    
    
    2,416,000Notes payable and capital lease obligations
    
    
    30,000
    
    
    
    55,000Total debt and capital lease obligations
    
    
    1,434,000
    
    
    
    2,716,000Less current portion
    
    
    (212,000
    )
    
    
    (1,306,000
    )Total long-term debt and capital lease obligations
    
    $
    1,222,000
    
    
    $
    1,410,000
 K. Income Taxes
  L. New Accounting Pronouncements
    10




---



##### 



11




---



##### 



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 contains 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 and elsewhere in this Form 10-Q . 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.
 Restatement of Consolidated Financial Statements
  Critical Accounting Policies and Estimates
  Revenue Recognition
  12




---



##### 



Inventories
  Goodwill and Intangible Assets
 Goodwill and
Intangible Assets
 Income taxes
  13




---



##### 



Results of Operations
  Overview
  Three Months Ended November 30, 2006 Compared to Three Months Ended November 30, 2005
   14




---



##### 



Nine Months Ended November 30, 2006 Compared to Nine Months Ended November 30, 2005
  15




---



##### 



16




---



##### 



Seasonality
  Liquidity and Capital Resources
     17




---



##### 



New Accounting Pronouncements
      18




---



##### 



Forward-Looking Information
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   November 30, 2006
    
    February 28, 2006Notional
    
    
    
    
    
    Notionalamount
    
    Fair Value
    
    amount
    
    Fair ValueForward currency contracts
    
    $
    6,021,000
    
    
    $
    (239,000
    )
    
    
    
    
    
    
    
  19




---



##### 



ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
    20




---



##### 



21




---



##### 



Remediation of Material Weakness in Internal Control over Financial Reporting of Stock-Based
Compensation Expense
  Remediation of Controls over the Preparation, Analysis, documentation, and Review of the Income Tax
Provision Calculation
  Changes in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  In re Meade Instruments Corp. Derivative Litigation Barclay v. Diebel Bryant v. Diebel Barclay Bryant
 22




---



##### 



Grecian v. Meade Instruments Corp., et al Grecian Grecian
     
 ITEM 1.A. RISK FACTORS
  We rely on independent contract manufacturers and, as a result, we are exposed to potential
disruptions in product supply.
   23




---



##### 



Our future success depends upon our ability to respond to changing consumer demands and
successfully market new products.
  Our business and the success of our products could be harmed if we are unable to maintain our brand
image.
 ® ® ® ® ® ®
 Our business could be harmed if we fail to maintain appropriate inventory levels.
  We face intense competition, including competition from companies with significantly greater
resources, and, if we are unable to compete effectively with these competitors, our market share
may decline and our business could be harmed.
   24




---



##### 



We depend upon a relatively small group of customers for a large portion of our sales.
  Our international sales and third-party manufacturing operations are subject to the risks of doing
business abroad, particularly in China, which could affect our ability to sell or manufacture our
products in international markets, obtain products from foreign suppliers or control product costs.
    25




---



##### 



Our business could be harmed if our contract manufacturers or suppliers violate labor, trade or
other laws.
   We may be unable to successfully execute our growth and profitability strategies.
  The disruption, expense and potential liability associated with existing and unanticipated future
litigation against us could have a material adverse effect on our business, results of operations,
financial condition and cash flows.
  Our failure to comply with any of the financial covenants in our U.S. line of credit facility or
other debt agreements could have a material adverse impact on our business.
  26




---



##### 



Our business may be negatively impacted as a result of changes in the economy.
  Our quarterly revenues and operating results fluctuate as a result of a variety of factors,
including seasonal fluctuations in the demand for consumer optics, delivery date delays and
potential fluctuations in our annualized tax rate, which may result in volatility of our stock
price.
  Changes in currency exchange rates could affect our revenues and operating results.
  Our trademarks, design patents, utility patents and other intellectual property rights may not be
adequately protected outside the United States.
  27




---



##### 



Our ability to compete could be jeopardized if we are unable to protect our intellectual property
rights or if we are sued for intellectual property infringement.
  We are exposed to potential risks from recent legislation requiring public companies to evaluate
controls under Section 404 of the Sarbanes-Oxley Act of 2002.
  
 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
       28




---



##### 



*
    
    Filed herewith. 29




---



##### 



SIGNATURES
   MEADE INSTRUMENTS CORP.By:
    
    /s/ STEVEN L. MUELLNERSteven L. MuellnerPresident and Chief Executive OfficerBy:
    
    /s/ BRENT W. CHRISTENSENBrent W. ChristensenSenior Vice President, Finance andChief Financial Officer
 30




---



##### 



EXHIBIT INDEX
 Exhibit No.
    
    DescriptionExhibit 3.10
    
    Amended and Restated Bylaws*Exhibit 10.81
    
    Eighth Amendment to Amended and Restated Credit Agreement, by and among Bank of America,
N.A., as lender, and Meade Instruments Corp., a Delaware corporation, Simmons Outdoor Corp., a
Delaware corporation, and Coronado Instruments, Inc., a California corporation (Incorporated
by reference to the Companys Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on October 2, 2006).Exhibit 10.82
    
    Performance Share Award Agreement, dated October 18, 2006 by and between Meade Instruments
Corp. and Steve Muellner, excluding exhibits (Incorporated by reference to the Companys
Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October
19, 2006).Exhibit 10.83
    
    Ninth Amendment to Amended and Restated Credit Agreement, by and among Bank of America,
N.A., as lender, and Meade Instruments Corp., a Delaware corporation, Simmons Outdoor Corp., a
Delaware corporation, and Coronado Instruments, Inc., a California corporation (Incorporated
by reference to the Companys Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on November 1, 2006).Exhibit 10.84
    
    Buyers Agency Agreement, dated as of November 2, 2006, by and between Meade Instruments
Corp., a Delaware corporation., and ThreeSixty Sourcing ltd., a Hong Kong corporation
(Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 17, 2006).Exhibit 31.1
    
    Sarbanes-Oxley Act Section 302 Certification by Steven L. Muellner*Exhibit 31.2
    
    Sarbanes-Oxley Act Section 302 Certification by Brent W. Christensen*Exhibit 32.1
    
    Sarbanes-Oxley Act Section 906 Certification by Steven L. Muellner*Exhibit 32.1
    
    Sarbanes-Oxley Act Section 906 Certification by Brent W. Christensen*
 
 *
    
    Filed herewith.