##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended February 28, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File No. 0-22183
 
 MEADE INSTRUMENTS CORP.
  Delaware
(State or Other Jurisdiction of Incorporation or 
Organization)
    
    95-2988062
(I.R.S. Employer Identification No.)27 Hubble, Irvine, California
(Address of Principal Executive Offices)
    
    92618
(Zip Code)
  Securities registered pursuant to section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
  Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
  Non-accelerated filer o
    
    Large Accelerated filer o
    
    Accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




---



##### 



Table of Contents
 PagePart IItem 1 Business
    
    
    1Item 1A. Risk Factors
    
    
    8Item 2. Properties
    
    
    14Item 3. Legal Proceedings
    
    
    14Part IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    15Item 6. Selected Financial Data
    
    
    15Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 8. Financial Statements and Supplementary Data
    
    
    20Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    20Item 9A Controls and Procedures
    
    
    21Item 9B. Other Information
    
    
    21Part IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    22Item 11. Executive Compensation
    
    
    22Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    22Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    22Item 14.
Principal Accounting Fees and Services
    
    
    22Part IVItem 15. Exhibits and Financial Statement Schedules
    
    
    23CONSOLIDATED FINANCIAL STATEMENTS AND NOTESReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at February 28, 2011 and February 28, 2010
    
    
    F-2Consolidated Statements of Operations for each of the two years in the period ended February 28, 2011
    
    
    F-3Consolidated Statements of Stockholders Equity for each of the two years in the period ended
February 28, 2011
    
    
    F-4Consolidated Statements of Cash Flows for each of the two years in the period ended February 28, 2011
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




---



##### Table of Contents



PART I
 
 Item 1.
    
    Business
 General
 ® ® ®
        1




---



##### Table of Contents



Industry Overview
       Products
  Advanced Astronomical Telescopes. ®
  2




---



##### Table of Contents



Entry-Level Telescopes.
 Binoculars.
 Weather Stations and Digital Clocks.
 Accessories.
  3




---



##### Table of Contents



Operations
 Supply Chain Management.
 Materials and Supplies.
 Optical Testing.
 Optical Alignment and Centration.
 Intellectual Property
    Seasonality
   4




---



##### Table of Contents



Sales and Marketing
      5




---



##### Table of Contents



Competitive Strengths
  New Products/Research and Development.
 Broad Line of Products.
 Optical Systems Expertise.
 Quality Control.
 Broad Distribution Network.
 Superior Customer Service.
  6




---



##### Table of Contents



Competition
   Employees
  Executive Officers of the Registrant
  Name
    
    Age
    
    PositionSteven G. Murdock
    
    59
    
    Chief Executive Officer, DirectorJohn A. Elwood
    
    40
    
    Senior Vice PresidentFinance and Administration, Chief Financial Officer
 Steven G. Murdock
 John A. Elwood,
  7




---



##### Table of Contents



Available Information
  
 Item 1A.
    
    Risk Factors
 1.
    
    We have in the past and may in the future incur losses despite our efforts to restructure our
business in an effort to return to profitability.
  2.
    
    Our ability to borrow funds for working capital purposes is limited.
    3.
    
    Our business may be negatively impacted as a result of changes in the economy.
   8




---



##### Table of Contents



4.
    
    We depend on our key personnel and may have difficulty attracting and retaining skilled
employees.
  5.
    
    We rely on independent contract manufacturers and, as a result, we are exposed to potential
disruptions in product supply.
   6.
    
    Our future success depends upon our ability to respond to changing consumer demands and
successfully develop and market new products.
  7.
    
    Our business and the success of our products could be harmed if we are unable to maintain our
brand image.
 ® ®
  9




---



##### Table of Contents



8.
    
    We depend upon a relatively small group of customers for a large portion of our sales.
  9.
    
    Our business could be harmed if we fail to maintain appropriate inventory levels.
  10.
    
    The disruption, expense and potential liability associated with any litigation against us
could have a material adverse effect on our business, results of operations, financial
condition and cash flows.
  11.
    
    We have divested significant portions of our business and are now a less diversified
enterprise focused primarily on telescopes. The lack of a diversified business makes us more
exposed to volatility in the telescope market, which is highly discretionary in nature and has
been contracting.
  12.
    
    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.
   10




---



##### Table of Contents



13.
    
    We may be unable to successfully execute our growth and profitability strategies.
  14.
    
    Our international sales and manufacturing operations are subject to the risks of doing
business abroad, particularly in China and Mexico, which could affect our ability to sell or
manufacture our products in international markets, obtain products from foreign suppliers or
control product costs.
     11




---



##### Table of Contents



15.
    
    Our business could be harmed if our contract manufacturers or suppliers violate labor, trade
or other laws.
   16.
    
    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.
  17.
    
    Changes in currency exchange rates could affect our revenues and operating results.
   12




---



##### Table of Contents



18.
    
    We may not be able to raise additional funds when needed for our business or to exploit
opportunities.
  19.
    
    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.
 ® ®
 20.
    
    Our trademarks, design patents, utility patents and other intellectual property rights may
not be adequately protected outside the United States.
  21.
    
    We are exposed to potential risks from legislation requiring public companies to evaluate
controls under Section 404 of the Sarbanes-Oxley Act of 2002.
   13




---



##### Table of Contents



22.
    
    Our charter and bylaws, as well as applicable corporate laws, could limit the ability of
others to take over management control of the Company. We will have the ability to issue
preferred stock, which could adversely affect the rights of holders of our common stock.
  
    
    advance notice requirements for stockholder proposals and director nominations,
 
    
    a prohibition on stockholder action by written consent, and
 
    
    limitations on calling Stockholder meetings.
  
 Item 2.
    
    Properties
    
 Item 3.
    
    Legal Proceedings
   14




---



##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases
of Equity Securities
  Year Ended February 28, 2011
    
    High
    
    
    LowFourth quarter
    
    $
    4.32
    
    
    $
    3.34Third quarter
    
    $
    3.50
    
    
    $
    3.02Second quarter
    
    $
    3.48
    
    
    $
    3.13First quarter
    
    $
    4.13
    
    
    $
    3.71
 Year Ended February 28, 2010
    
    High
    
    
    LowFourth quarter
    
    $
    3.75
    
    
    $
    2.50Third quarter
    
    $
    6.70
    
    
    $
    2.45Second quarter
    
    $
    6.98
    
    
    $
    3.00First quarter
    
    $
    5.40
    
    
    $
    2.60
   
 Item 6.
    
    Selected Financial Data
  
 Item 7.
    
    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 elsewhere in
this Form 10-K . 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-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-K after the date of this Form 10-K , except as
required by law.
 Overview of the Company and Recent Developments
   15




---



##### Table of Contents



Critical Accounting Policies and Estimates
  Revenue Recognition
 Revenue Recognition
 Inventories
  Acquisition-related intangible assets
 Business Combinations Goodwill
and Other Intangible Assets
  16




---



##### Table of Contents



Income taxes
 Accounting for Income Taxes
      17




---



##### Table of Contents



Results of Operations
  Year Ended February 28,2011
    
    
    2010Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    77.5
    
    
    
    78.9Gross profit
    
    
    22.5
    
    
    
    21.1Operating expenses:Selling
    
    
    9.3
    
    
    
    11.2General and administrative
    
    
    15.9
    
    
    
    22.5Research and development
    
    
    3.0
    
    
    
    3.4Loss from operations
    
    
    (5.7
    )
    
    
    (16.0
    )Interest income, net
    
    
    
    
    
    
    (0.2
    )Loss before income taxes
    
    
    (5.7
    )
    
    
    (15.8
    )Provision for income taxes
    
    
    0.3
    
    
    
    0.2Net loss
    
    
    (5.4
    )%
    
    
    (16.0
    )%
  Year Ended February 28,2011
    
    
    2010Telescopes & related products
    
    $
    23.3
    
    
    $
    21.9Weather Stations
    
    
    1.0
    
    
    
    0.3Binoculars
    
    
    0.2
    
    
    
    0.4Other
    
    
    1.8
    
    
    
    0.7Net sales
    
    $
    26.3
    
    
    $
    23.3
 Fiscal 2011 Compared to Fiscal 2010
    18




---



##### Table of Contents



Liquidity and Capital Resources
       19




---



##### Table of Contents



Inflation
  New Accounting Pronouncements
 The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB Statement No.
162
 Forward-Looking Information
 Managements Discussion and Analysis of Financial Condition and Results of
Operations forward looking statements
 
 Item 8.
    
    Financial Statements and Supplementary Data
  
 Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   20




---



##### Table of Contents



Item 9A.
    
    Control and Procedures
 Evaluation of Disclosure Controls and Procedures.
   Managements Annual Report on Internal Control over Financial Reporting.
  Internal Control  Integrated Framework
 Changes in Controls over Financial Reporting.
  
 Item 9B.
    
    Other Information
   21




---



##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accounting Fees and Services
   22




---



##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules
 (a)
    
    The following documents are filed as part of this report:
 Page1. Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets at February 28, 2011 and February 28, 2010
    
    
    F-2Consolidated Statements of Operations for each of the two years in
the period ended February 28, 2011
    
    
    F-3Consolidated Statement of Stockholders Equity for each of the two
years in the period ended February 28, 2011
    
    
    F-4Consolidated Statements of Cash Flows for each of the two years in
the period ended February 28, 2011
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-62. Financial Statement Schedule:For each of the two years in the period ended February 28,
2011IIValuation and Qualifying Accounts3. Exhibits included or incorporated herein: See Exhibit Index
  23




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     /s/ MOSS ADAMS LLPIrvine, CAMay 31, 2011
  F-1




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED BALANCE SHEETS
 (In thousands, except per share amounts)
 February 28,2011
    
    
    2010ASSETSCurrent assets:Cash
    
    $
    5,076
    
    
    $
    5,055Accounts receivable, less allowance for
doubtful accounts of $408 in 2011 and
$416 in 2010
    
    
    2,784
    
    
    
    2,183Inventories
    
    
    6,038
    
    
    
    7,494Prepaid expenses and other current assets
    
    
    245
    
    
    
    273Total current assets
    
    
    14,143
    
    
    
    15,005Property and equipment, net
    
    
    257
    
    
    
    496Intangible assets, net
    
    
    875
    
    
    
    1,046Other assets, net
    
    
    109
    
    
    
    109$
    15,384
    
    
    $
    16,656LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    1,704
    
    
    $
    1,711Accrued liabilities
    
    
    2,149
    
    
    
    2,324Total current liabilities
    
    
    3,853
    
    
    
    4,035Deferred rent
    
    
    24
    
    
    
    16Commitments and contingenciesStockholders equity:Common stock; $0.01 par value; 2,500
shares authorized; 1,167 shares issued
and outstanding at February 28, 2011 and
February 28, 2010
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    52,572
    
    
    
    52,249Accumulated deficit
    
    
    (41,077
    )
    
    
    (39,656
    )Total stockholders equity
    
    
    11,507
    
    
    
    12,605$
    15,384
    
    
    $
    16,656
   F-2




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 Year Ended February 28,2011
    
    
    2010Net sales
    
    $
    26,340
    
    
    $
    23,345Cost of sales
    
    
    20,406
    
    
    
    18,412Gross profit
    
    
    5,934
    
    
    
    4,933Selling
    
    
    2,457
    
    
    
    2,603General and administrative
    
    
    4,199
    
    
    
    5,243Research and development
    
    
    778
    
    
    
    801Operating loss
    
    
    (1,500
    )
    
    
    (3,714
    )Interest income
    
    
    (3
    )
    
    
    (42
    )Loss before income taxes
    
    
    (1,497
    )
    
    
    (3,672
    )Income tax (benefit) expense
    
    
    (76
    )
    
    
    43Net loss
    
    $
    (1,421
    )
    
    $
    (3,715
    )Net loss per sharebasic and diluted
    
    $
    (1.22
    )
    
    $
    (3.18
    )Weighted average common shares outstandingbasic and diluted
    
    
    1,167
    
    
    
    1,167
   F-3




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 (In thousands)
 AdditionalCommon Stock
    
    
    Paid-In
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Total(In thousands, Shares and US Dollars)BALANCE AT FEBRUARY 28,
2009 (as adjusted)
    
    
    1,167
    
    
    $
    12
    
    
    $
    51,463
    
    
    $
    (35,941
    )
    
    $
    15,534Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    786
    
    
    
    
    
    
    
    786Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,715
    )
    
    
    (3,715
    )BALANCE AT FEBRUARY 28, 2010
    
    
    1,167
    
    
    
    12
    
    
    
    52,249
    
    
    
    (39,656
    )
    
    
    12,605Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    323
    
    
    
    
    
    
    
    323Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,421
    )
    
    
    (1,421
    )BALANCE AT February 28, 2011
    
    
    1,167
    
    
    $
    12
    
    
    $
    52,572
    
    
    $
    (41,077
    )
    
    $
    11,507
   F-4




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Year Ended February 28,2011
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (1,421
    )
    
    $
    (3,715
    )Adjustments to reconcile loss from continuing operations
to net cash provided by (used in) operating activities:Depreciation and amortization
    
    
    477
    
    
    
    634Bad debt expense
    
    
    (8
    )
    
    
    (114
    )Stock-based compensation
    
    
    323
    
    
    
    786Deferred rent amortization
    
    
    8
    
    
    
    16Gain on disposal of fixed assets
    
    
    
    
    
    
    (13
    )Changes in assets and liabilities:Accounts receivable
    
    
    (593
    )
    
    
    419Inventories
    
    
    1,456
    
    
    
    1,397Prepaid expenses and other current assets
    
    
    28
    
    
    
    280Accounts payable
    
    
    (7
    )
    
    
    9Accrued lease termination fees
    
    
    
    
    
    
    (700
    )Accrued liabilities
    
    
    (175
    )
    
    
    (468
    )Net cash provided by (used in) operating activities
    
    
    88
    
    
    
    (1,469
    )Cash flows from investing activities:Capital expenditures
    
    
    (67
    )
    
    
    (79
    )Reduction in restricted cash
    
    
    
    
    
    
    700Proceeds from sale of fixed assets
    
    
    
    
    
    
    13Net cash (used in) provided by investing activities
    
    
    (67
    )
    
    
    634Cash flows from financing activities
    
    
    
    
    
    
    Net increase (decrease) in cash
    
    
    21
    
    
    
    (835
    )Cash at beginning of year
    
    
    5,055
    
    
    
    5,890Cash at end of year
    
    $
    5,076
    
    
    $
    5,055Supplemental disclosures of cash flow information:Interest paid in cash
    
    $
    
    
    
    $
    Income taxes paid in cash
    
    $
    6
    
    
    $
    43
   F-5




---



##### Table of Contents



MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. The Company and Operations
   2. Liquidity
  3. Summary of Significant Accounting Policies
 Basis of presentation and consolidation
  Recent accounting pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  A
Replacement of FASB Statement No. 162
 Revenue recognition
 Revenue Recognition.
  F-6




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Allowance for doubtful accounts
  Inventories
  Property and equipment
  Intangible assets
 Business
Combinations Goodwill and Other Intangible Assets
  F-7




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Income taxes
 Accounting for Income Taxes
    Shipping and handling costs
  Advertising
  Research and development
  Loss per share
   F-8




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Concentration of credit risk
   Fair value of financial instruments
  Use of estimates in the preparation of consolidated financial statements
  Product warranties
   F-9




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,2011
    
    
    2010(In thousands)Beginning balance
    
    $
    883
    
    
    $
    985Warranty accrual
    
    
    46
    
    
    
    130Labor and material usage
    
    
    (119
    )
    
    
    (232
    )Ending balance
    
    $
    810
    
    
    $
    883
 Stock-based compensation
 Share-Based Payment
   4. Bank and other debt
     F-10




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 5. Intangible Assets
  February 28, 2011
    
    
    February 28, 2010Amortization
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    GrossPeriods
    
    
    Carrying
    
    
    Accumulated
    
    
    Net Book
    
    
    Carrying
    
    
    Accumulated
    
    
    Net Book(In Years)
    
    
    Amount
    
    
    Amortization
    
    
    Value
    
    
    Amount
    
    
    Amortization
    
    
    Value(In thousands)Trademarks
    
    
    7-15
    
    
    $
    424
    
    
    $
    (326
    )
    
    $
    98
    
    
    $
    424
    
    
    $
    (290
    )
    
    $
    134Completed
technologies
    
    
    12
    
    
    
    1,620
    
    
    
    (843
    )
    
    
    777
    
    
    
    1,620
    
    
    
    (708
    )
    
    
    912Total
    
    
    
    
    
    $
    2,044
    
    
    $
    (1,169
    )
    
    $
    875
    
    
    $
    2,044
    
    
    $
    (998
    )
    
    $
    1,046
  Amortizingintangible assets(In thousands)Balance, net, February 28, 2009
    
    $
    1,217Amortization
    
    
    (171
    )Balance, net, February 28, 2010
    
    $
    1,046Amortization
    
    
    (171
    )Balance, net, February 28, 2011
    
    $
    875
  Fiscal Year
    
    (In thousands)2012
    
    $
    1712013
    
    
    1712014
    
    
    1622015
    
    
    1352016
    
    
    135Thereafter
    
    
    101Total
    
    $
    875
 6. Commitments and Contingencies
    F-11




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Fiscal Year
    
    (In thousands)2012
    
    $
    5822013
    
    
    5452014
    
    
    287$
    1,414
   7. Income Taxes
  Year Ended February 28,2011
    
    
    2010(In thousands)Domestic
    
    $
    (1,586
    )
    
    $
    (3,933
    )Foreign
    
    
    89
    
    
    
    261$
    (1,497
    )
    
    $
    (3,672
    )
  Year Ended February 28,2011
    
    
    2010(In thousands)Current:Federal
    
    $
    (31
    )
    
    $
    State
    
    
    (98
    )
    
    
    18Foreign
    
    
    53
    
    
    
    25(76
    )
    
    
    43Deferred:Federal
    
    
    (692
    )
    
    
    (737
    )State
    
    
    (102
    )
    
    
    (130
    )Foreign
    
    
    
    
    
    
    Deferred tax asset valuation allowance
    
    
    794
    
    
    
    867
    
    
    
    $
    (76
    )
    
    $
    43
  F-12




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Year Ended February 28,2011
    
    
    2010Federal income tax rate
    
    
    34.0
    %
    
    
    34.0
    %State income taxes, net of federal income tax benefit
    
    
    4.3
    
    
    
    (0.5
    )Foreign tax
    
    
    (3.5
    )
    
    
    (0.7
    )Research and development credits
    
    
    1.1
    
    
    
    0.8Stock compensation expense
    
    
    
    
    
    
    (14.0
    )Permanent differences
    
    
    (0.1
    )
    
    
    2.3Adjustment to prior year deferred taxes
    
    
    12.6
    
    
    
    Valuation allowance
    
    
    (53.0
    )
    
    
    (23.4
    )Changes in uncertain tax positions
    
    
    7.1
    
    
    
    Benefit for Federal research and development credits
monetized
    
    
    2.1
    
    
    
    Other
    
    
    0.5
    
    
    
    0.35.1
    %
    
    
    (1.2
    )%
  February 28,2011
    
    
    2010(In thousands)Sales returns
    
    $
    1,152
    
    
    $
    946Inventory and accounts receivable
    
    
    1,353
    
    
    
    1,564Accrued liabilities
    
    
    155
    
    
    
    163Intangibles
    
    
    559
    
    
    
    638Credits
    
    
    5,123
    
    
    
    5,161Fixed assets
    
    
    697
    
    
    
    850Stock-based compensation
    
    
    371
    
    
    
    247Other
    
    
    11
    
    
    
    11Net operating losses
    
    
    21,155
    
    
    
    20,257Total deferred tax assets
    
    
    30,576
    
    
    
    29,837Less valuation allowance
    
    
    (30,576
    )
    
    
    (29,837
    )$
    
    
    
    $
    
     F-13




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Unrecognized Tax Benefits
     February 28,2011
    
    
    2010Unrecognized tax benefit beginning balance
    
    $
    0.1
    
    
    $
    0.1Additions based on tax positions related to the current year
    
    
    
    
    
    
    Deductions based on tax positions related to the current year
    
    
    
    
    
    
    Additions for tax positions of prior year
    
    
    
    
    
    
    Deductions for tax positions of prior year
    
    
    
    
    
    
    Deductions due to settlements with taxing authorities
    
    
    (0.1
    )
    
    
    Deductions due to expiration of statute of limitations
    
    
    
    
    
    
    Unrecognized tax benefits ending balance
    
    $
    
    
    
    $
    0.1
   F-14




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 8. Business Segments, Geographic Data and Major Customers
  Year Ended February 28,2011
    
    
    2010(In thousands)Product sales:Telescope and telescope accessories
    
    $
    23,305
    
    
    $
    21,910Weather Stations
    
    
    1,000
    
    
    
    282Binoculars
    
    
    192
    
    
    
    398Other
    
    
    1,843
    
    
    
    755$
    26,340
    
    
    $
    23,345Year Ended February 28,2011
    
    
    2010(In thousands)Geographic dataproduct sales:North America
    
    $
    19,647
    
    
    $
    17,877Europe
    
    
    4,140
    
    
    
    3,425Other foreign/export
    
    
    2,553
    
    
    
    2,043$
    26,340
    
    
    $
    23,345
  9. Income (Loss) Per Share
   February 28,2011
    
    
    2010(In thousands)Stock options outstanding
    
    
    78
    
    
    
    78Restricted shares outstanding
    
    
    
    
    
    
    
  F-15




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,2011
    
    
    2010(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
    
    
    
    78Potential shares of common stock excluded from the
calculation of weighted average shares
    
    
    
    
    
    
    
  10. Stock Incentive Plan
  Year Ended February 28,2011
    
    
    2010Expected life (years)(1)
    
    
    5.8
    
    
    
    3.8Expected volatility(2)
    
    
    166
    %
    
    
    123
    %Risk-free interest rate(3)
    
    
    1.2
    %
    
    
    1.9
    %Expected dividends
    
    None
    
    
    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.    F-16




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    WeightedAverageOption Shares
    
    
    Exercise PriceOptions outstanding at February 28, 2009
    
    
    71
    
    
    $
    62.60Granted
    
    
    63
    
    
    
    4.40Forfeited
    
    
    (56
    )
    
    
    82.00Options outstanding at February 28, 2010
    
    
    78
    
    
    
    17.60Granted
    
    
    1
    
    
    
    3.30Forfeited
    
    
    (1
    )
    
    
    (100.00
    )Options outstanding at February 29, 2011
    
    
    78
    
    
    $
    12.71
 At February 28, 2011Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedNumber of
    
    
    Remaining
    
    
    Average
    
    
    Number of
    
    
    AverageOptions
    
    
    Contractual
    
    
    Exercise
    
    
    Options
    
    
    ExerciseExercise Prices
    
    (In thousands)
    
    
    Life
    
    
    Price
    
    
    (In thousands)
    
    
    Price$3.00  $14.80
    
    
    64
    
    
    8.1 years
    
    $
    4.40
    
    
    
    63
    
    
    $
    4.40$15.00  $50.00
    
    
    8
    
    
    2.1 years
    
    $
    43.70
    
    
    
    8
    
    
    $
    42.80$50.20  $59.80
    
    
    3
    
    
    3.6 years
    
    $
    55.90
    
    
    
    3
    
    
    $
    55.90$60.00  $79.80
    
    
    2
    
    
    3.2 years
    
    $
    63.50
    
    
    
    2
    
    
    $
    63.50$80.00  $199.80
    
    
    1
    
    
    0.9 years
    
    $
    109.60
    
    
    
    1
    
    
    $
    109.6078
    
    
    
    
    
    
    
    
    
    
    
    77
     F-17




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  11. Composition of Certain Balance Sheet Accounts
  February 28,2011
    
    
    2010(In thousands)Due from factor
    
    $
    3,405
    
    
    $
    2,359Accounts receivable, other
    
    
    (621
    )
    
    
    (176
    )$
    2,784
    
    
    $
    2,183
   February 28,2011
    
    
    2010(In thousands)Raw materials
    
    $
    2,264
    
    
    $
    2,957Work in process
    
    
    1,624
    
    
    
    2,426Finished goods
    
    
    2,150
    
    
    
    2,111$
    6,038
    
    
    $
    7,494
  February 28,2011
    
    
    2010(In thousands)Molds and dies
    
    $
    7,357
    
    
    $
    7,317Machinery and equipment
    
    
    4,482
    
    
    
    4,455Furniture and fixtures
    
    
    251
    
    
    
    256Autos and trucks
    
    
    199
    
    
    
    199Leasehold improvements
    
    
    139
    
    
    
    13912,428
    
    
    
    12,366Less accumulated depreciation and amortization
    
    
    (12,171
    )
    
    
    (11,870
    )$
    257
    
    
    $
    496
   F-18




---



##### Table of Contents



MEADE INSTRUMENTS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  February 28,2011
    
    
    2010(In thousands)Salaries, wages, bonuses and other associated payroll costs
    
    $
    708
    
    
    $
    401Warranty costs
    
    
    810
    
    
    
    883Freight expenses
    
    
    88
    
    
    
    89Advertising and marketing expenses
    
    
    136
    
    
    
    10Professional fees
    
    
    28
    
    
    
    46Customer deposits
    
    
    161
    
    
    
    386Other
    
    
    218
    
    
    
    509$
    2,149
    
    
    $
    2,324
  F-19




---



##### Table of Contents



SIGNATURES
   MEADE INSTRUMENTS CORP.By:
    /s/Steven G. MurdockSteven G. MurdockChief Executive Officer
(Principal Executive Officer)  Signature
    
    Title
    
    Date/s/ Steven G. Murdock

Steven G. Murdock
    
    Director, Chief Executive Officer
(Principal Executive Officer)
    
    May 31, 2011/s/ John A. Elwood

John A. Elwood
    
    Senior Vice PresidentFinance and 
Administration,
Chief Financial Officer 
(Principal Financial and
Accounting Officer)
    
    May 31, 2011/s/ Timothy C. McQuay

Timothy C. McQuay
    
    Director and Chairman of the Board
    
    May 31, 2011/s/ Frederick H. Schneider, Jr.

Frederick H. Schneider, Jr.
    
    Director
    
    May 31, 2011/s/ Paul D. Sonkin

Paul D. Sonkin
    
    Director
    
    May 31, 2011/s/ Michael R. Haynes

Michael R. Haynes
    
    Director
    
    May 31, 2011




---



##### Table of Contents



IIVALUATION AND QUALIFYING ACCOUNTS
(In thousands)
 Balance AtBeginning of
    
    
    Charged to Costs
    
    
    
    
    
    
    Balance At EndAllowance for Doubtful Accounts
    
    Period
    
    
    and Expenses
    
    
    Deductions(1)
    
    
    of PeriodYear ended February 28, 2011
    
    $
    416
    
    
    $
    31
    
    
    $
    39
    
    
    $
    408Year ended February 28, 2010
    
    $
    521
    
    
    $
    36
    
    
    $
    141
    
    
    $
    416
 Balance AtBeginning of
    
    
    Charged to Costs
    
    
    
    
    
    
    Balance At EndReserves for Excess and Obsolete Inventories
    
    Period
    
    
    and Expenses
    
    
    Deductions(2)
    
    
    of PeriodYear ended February 28, 2011
    
    $
    2,583
    
    
    $
    110
    
    
    $
    543
    
    
    $
    2,150Year ended February 28, 2010
    
    $
    3,413
    
    
    $
    96
    
    
    $
    926
    
    
    $
    2,583
 
 (1)
    
    Principally recoveries and write-off of delinquent accounts(2)
    
    Principally sale or destruction of previously reserved inventory




---



##### Table of Contents



EXHIBIT INDEX
 IncorporationExhibit
    
    Description
    
    Reference3.1
    
    
    Certificate of Incorporation of Meade Instruments Corp. (Company), as
amended
    
    (c)3.4
    
    
    Certificate of Amendment of Certificate of Incorporation of Meade
Instruments Corp.
    
    (j)3.5
    
    
    Certificate of Amendment of Certificate of Incorporation of Meade
Instruments Corp.
    
    (a)3.7
    
    
    Second Amended and Restated Bylaws of the Company
    
    (x)3.10
    
    
    Certificate of Amendment of Certificate of Incorporation of Meade
Instruments Corp.
    
    (hh)4.1
    
    
    Specimen Stock Certificate
    
    (d)4.5
    
    
    Registration Rights Agreement dated August 24, 2007 by and among Meade
Instruments Corp. and the Investors listed therein.
    
    (ll)10.24
    
    
    Celtic Master Lease, dated as of February 23, 1995, between the Company
and Celtic Leasing Corp.
    
    (b)10.35
    
    
    Form Indemnification Agreement between the Company and each member of
the Board of Directors and certain executive officers of the Company
    
    (e)10.43
    
    
    Lease Agreement, dated as of August 16, 1999, as amended, by and among
Refugio Geffroy De Flourie, Meade Instruments Mexico, S. De R. L. De
C.V. and Meade Instruments Holding Corp.
    
    (i)10.56
    
    
    Settlement Agreement, effective May 10, 2004, between Meade Instruments
Corp. on the one hand, and Celestron Acquisition, LLC and James
Feltman, on the other (excluding Exhibits thereto)
    
    (q)10.58
    
    
    Asset Purchase Agreement, dated as of October 20, 2004, by and between
Coronado Technology Group, L.L.C., an Arizona limited liability
company, together with Geraldine Hogan, David Lunt, Jordan Frazier,
Andrew G. Lunt, and Nicholas J. Ilka on the one hand, and Meade
Instruments Corp., a Delaware corporation and Coronado, Inc., a
California corporation, on the other
    
    (s)10.59
    
    
    First Amendment to Asset Purchase Agreement, dated as of December 1,
2004, by and between Coronado Technology Group, L.L.C., .an Arizona
limited liability company, together with Geraldine Hogan, David Lunt,
Jordan Frazier, Andrew G. Lunt, and Nicholas J. Ilka on the one hand,
and Meade Instruments Corp., a Delaware corporation and Coronado, Inc.,
a California corporation and wholly-owned subsidiary of Meade that
subsequently changed its name to Coronado Instruments, Inc., a
California corporation, on the other (excluding Schedules and Exhibits)
    
    (t)10.63
    +
    
    Meade Instruments Corp. 1997 Stock Incentive Plan, as amended
    
    (ee)10.65
    +
    
    Form Non-Qualified Stock Option Agreement between the Company and
recipients of non-qualified options granted pursuant to the Meade
Instruments Corp. 1997 Stock Incentive Plan, as amended
    
    (ee)10.66
    +
    
    Form Non-Qualified Stock Option Agreement between the Company and
non-employee directors of the Company receiving options granted
pursuant to Section 8 of the Meade Instruments Corp. 1997 Stock
Incentive Plan, as amended
    
    (ee)10.67
    +
    
    Form Restricted Stock Agreement by and between the Company and
recipients of restricted shares of the Companys Common Stock granted
pursuant to the Companys 1997 Stock Incentive Plan, as amended
    
    (ee)




---



##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.70
    +
    
    Form Non-Qualified Stock Option Agreement between the Company and
recipients of non-qualified options granted pursuant to the Meade
Instruments Corp. 2008 Stock Incentive Plan
    
    (x)10.71
    +
    
    Form Non-Qualified Stock Option Agreement between the Company and
non-employee directors of the Company receiving options granted
pursuant to Section 8 of the Meade Instruments Corp. 2008 Stock
Incentive Plan
    
    (x)10.72
    +
    
    Form Restricted Stock Agreement by and between the Company and
recipients of restricted shares of the Companys Common Stock granted
pursuant to the Companys 2008 Stock Incentive Plan
    
    (x)10.73
    +
    
    Employment Agreement effective as of February 1, 2010 between Meade
Instruments Corp. and Steven Murdock
    
    (y)10.74
    +
    
    Employment Agreement effective as of February 1, 2010 between Meade
Instruments Corp. and John Elwood
    
    (y)10.77
    +
    
    Settlement Agreement, dated June 13, 2006, and entered into by and
among, on the one hand, Hummingbird Value Fund, L.P., Hummingbird
Management, LCC, Hummingbird Microcap Value Fund, L.P., Hummingbird
Capital, LCC, Hummingbird Concentrated Fund, L.P., Summit Street Value
Fund, L.P., Summit Street Management, LLC, Summit Street Capital, LLC,
Monarch Activist Partners L.P., Chadwick Capital Management, LLC,
Sohail Malad, Arthur T. Williams, III, Jennifer A. Wallace, Paul D.
Sonkin, and James Chadwick (the Investor Group) and on the other hand,
Meade Instruments Corp.
    
    (z)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
    
    (dd)10.96
    
    
    Purchase Agreement dated August 24, 2007 by and among Meade Instruments
Corp. and the Investors listed therein
    
    (ll)10.110
    
    
    Asset Purchase Agreement, dated as of June 12, 2008, by and among
Simmons Outdoor Corporation, a Delaware corporation, and Bushnell,
Inc., a Delaware corporation, and Meade Instruments Corp., a Delaware
corporation
    
    (tt)10.112
    
    
    Credit Agreement Terms dated as of September 24, 2008 by and among
VR-Bank Westmunsterland eG, Meade Instruments Corp., Meade Instruments
Europe Corp. and Meade Instruments Europe GmbH & Co. KG
    
    (vv)10.116
    
    
    Limited Consent Agreement dated January 27, 2009 by and among Bank of
America, N.A., Meade Instruments Corp., Simmons Outdoor Corporation and
Coronado Instruments, Inc.
    
    (yy)10.117
    
    
    Purchase Agreement dated January 27, 2009 by and among Meade
Instruments Europe Corp., a California corporation, Bresser GmbH, a
German corporation, Meade Instruments Corp., a Delaware corporation,
Helmut Ebbert, Meade Instruments Europe GmbH & Co. KG and Meade
Instruments Verwaltungs GmbH
    
    (yy)10.118
    
    
    Factoring and Inventory Advances Agreement dated as of February 6, 2009
between Meade Instruments Corp. and FCC, LLC
    
    (zz)10.119
    
    
    Loan and Security Agreement  Factor Sub Accounts dated as of February
6, 2009 between Meade Instruments Corp. and FCC, LLC
    
    (aaa)10.120
    
    
    Factoring and Security Agreement  Factor Sub Accounts dated as of
February 6, 2009 between Meade Instruments Corp. and FCC Factor
Subsidiary, LLC
    
    (bbb)10.122
    
    
    Lease Surrender and Termination Agreement dated as of February 10, 2009
by and between The Irvine Company and Meade Instruments Corp.
    
    (ddd)




---



##### Table of Contents



IncorporationExhibit
    
    Description
    
    Reference10.123
    
    
    Promissory Note dated as of February 10, 2009 by Meade Instruments
Corp. in favor of The Irvine Company
    
    (ddd)10.124
    
    
    Lease dated as of February 10, 2009 by and between The Irvine Company
and Meade Instruments Corp.
    
    (ddd)10.126
    +
    
    Nonqualified Stock Option Agreement, dated as of March 13, 2009, by and
between Meade Instruments Corp. and Steven G. Murdock
    
    (fff)10.127
    +
    
    Stand-Alone Stock Option Agreement, dated as of March 13, 2009, by and
between Meade Instruments Corp. and Steven G. Murdock
    
    (fff)10.128
    +
    
    Employment Agreement, dated as of April 3, 2009, by and between Meade
Instruments Corp. and Steven G. Murdock
    
    (ggg)21.1
    
    
    Subsidiaries of the Registrant23.1
    
    
    Consent of Independent Registered Public Accounting FirmMoss Adams LLP31.1
    
    
    Sarbanes-Oxley Act Section 302 Certification by Steven G. Murdock31.2
    
    
    Sarbanes-Oxley Act Section 302 Certification by John A. Elwood32.1
    
    
    Sarbanes-Oxley Act Section 906 Certification by Steven G. Murdock32.2
    
    
    Sarbanes-Oxley Act Section 906 Certification by John A. Elwood
 
 
    
    Previously filed with the Securities Exchange Commission as set forth in the following
table:+
    
    Management contract or compensatory plan or arrangement.(a)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on August 12, 2009.(b)
    
    Incorporated by reference to the Companys Amendment No. 1 to Registration Statement on Form
S-1 (Registration No. 333-21123), as filed with the Securities and Exchange Commission on
February 27, 1997.(c)
    
    Incorporated by reference to the Companys Amendment No. 2 to Registration Statement on Form
S-1 (Registration No. 333-21123), as filed with the Securities and Exchange Commission on
March 13, 1997.(d)
    
    Incorporated by reference to the Companys Amendment No. 3 to Registration Statement on Form
S-1 (Registration No. 333-21123), as filed with the Securities and Exchange Commission on
March 25, 1997.(e)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 1998, as filed with the Securities and Exchange Commission on May 29, 1998.(f)
    
    Incorporated by reference to the Companys Registration Statement on Form S-8 relating to the
Companys Employee Stock Ownership Plan, as filed with the Securities and Exchange Commission
on April 16, 1999.(g)
    
    Incorporated by reference to the Companys 1999 Proxy Statement on Schedule 14A, as filed
with the Securities and Exchange Commission on June 8, 1999.(h)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended November 30, 1999, as filed with the Securities and Exchange Commission on
January 14, 2000.(i)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 29, 2000, as filed with the Securities and Exchange Commission on May 29, 2000.(j)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended May 31, 2000, as filed with the Securities and Exchange Commission on July 17,
2000.(k)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 29, 2001, as filed with the Securities and Exchange Commission on May 29, 2001.(l)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the Quarterly
Period Ended August 31, 2001, as filed with the Securities and Exchange Commission on October
15, 2001.




---



##### Table of Contents



(m)
    
    Incorporated by reference to the Companys Registration Statement on Form S-8 (Registration
No. 333-86818), relating to the Companys Stock Incentive Plan, as amended, as filed with the
Securities and Exchange Commission on April 24, 2002.(n)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 2002, as filed with the Securities and Exchange Commission on May 29, 2002.(q)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on July 12, 2004.(s)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 21, 2004.(t)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 6, 2004.(x)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 2009, as filed with the Securities and Exchange Commission on June 15,
2009.(y)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on March 31, 2010.(z)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on June 15, 2006.(dd)
    
    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.(ee)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for the Fiscal Year
Ended February 28, 2005, as filed with the Securities and Exchange Commission on May 31, 2005.(hh)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 6, 2007.(ll)
    
    Incorporated by reference to Exhibit 10.99 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on August 29, 2007.(tt)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on June 16, 2008.(vv)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on September 26, 2008.(yy)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 2, 2009.(zz)
    
    Incorporated by reference to Exhibit 10.122 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on February 10, 2009.(aaa)
    
    Incorporated by reference to Exhibit 10.123 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on February 10, 2009.(bbb)
    
    Incorporated by reference to Exhibit 10.124 of the Companys Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on February 10, 2009.(ddd)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on February 12, 2009.(fff)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on March 19, 2009.(ggg)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on April 9, 2009.