UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

AMENDMENT No. 1

ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

 

x	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

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-22183

 

 

MEADE INSTRUMENTS CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		95-2988062
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
27 Hubble, Irvine, California		92618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 451-1450

Securities registered pursuant to section 12(b) of the Act:

 

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes  ¨     No  x

Indicate by check mark if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large Accelerated filer ¨		Accelerated filer ¨		Non-accelerated filer ¨		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the shares of common stock held by non-affiliates of the Registrant was approximately $3.7 million as of August 31, 2010, the last business day of the Registrant’s most recently completed second fiscal quarter.

As of May 27, 2011, there were 1,167,267 outstanding shares of the Registrant’s common stock, par value $0.01 per share.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held on July 21, 2011 are incorporated by reference into Part III of this Form 10-K.

 

 

 

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EXPLANATORY NOTE

We are filing this Amendment No. 1 (the “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended February 28, 2011 (the “2011 Form 10-K”), as filed with the Securities and Exchange Commission on May 31, 2011, to provide a revised Report of Independent Registered Public Accounting Firm (the “Revised Report”); consequently, this Form 10-K/A only contains Part IV.

This Form 10-K/A is solely limited to providing the Revised Report. This Form 10-K/A does not reflect events occurring after the filing of the 2011 Form 10-K or modify or update the disclosures contained in the 2011 Form 10-K in any way other than as required to reflect the changes discussed above. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Form 10-K/A, the certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits to the 2011 Form 10-K, have been re-executed and re-filed as of the date of this Form 10-K/A and are included as Exhibits hereto.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

 

		Page
1. Financial Statements:
Report of Independent Registered Public Accounting Firm			F-1
Consolidated Balance Sheets at February 28, 2011 and February 28, 2010			F-2
Consolidated Statements of Operations for each of the two years in the period ended February 28, 2011			F-3
Consolidated Statement of Stockholders’ Equity for each of the two years in the period ended February 28, 2011			F-4
Consolidated Statements of Cash Flows for each of the two years in the period ended February 28, 2011			F-5
Notes to Consolidated Financial Statements			F-6
2. Financial Statement Schedule:
For each of the two years in the period ended February 28, 2011 — II — Valuation and Qualifying Accounts
3. Exhibits:

 

Exhibit No.		Exhibit Title or Description
23.1		Consent of Independent Registered Public Accounting Firm—Moss Adams LLP
31.1		Rule 13a-14(a)/15d-14(a) Certification — Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification — Principal Financial Officer
32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 — Chief Executive Officer
32.2		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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and Board of Directors of Meade Instruments Corp.

We have audited the accompanying consolidated balance sheets of Meade Instruments Corp. (the “Company”) as of February 28, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Meade Instruments Corp. as of February 28, 2011 and 2010, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ MOSS ADAMS LLP                                

Irvine, CA

May 31, 2011

 

F-1

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MEADE INSTRUMENTS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

 

			September 30,				September 30,
		February 28,
		2011				2010
ASSETS
Current assets:
Cash		$	5,076			$	5,055
Accounts receivable, less allowance for doubtful accounts of $408 in 2011 and $416 in 2010			2,784				2,183
Inventories			6,038				7,494
Prepaid expenses and other current assets			245				273
Total current assets			14,143				15,005
Property and equipment, net			257				496
Intangible assets, net			875				1,046
Other assets, net			109				109
		$	15,384			$	16,656
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,704			$	1,711
Accrued liabilities			2,149				2,324
Total current liabilities			3,853				4,035
Deferred rent			24				16
Commitments and contingencies
Stockholders’ 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				12
Additional paid-in capital			52,572				52,249
Accumulated deficit			(41,077	)			(39,656	)
Total stockholders’ equity			11,507				12,605
		$	15,384			$	16,656

See accompanying notes to consolidated financial statements.

 

F-2

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MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
Net sales		$	26,340			$	23,345
Cost of sales			20,406				18,412
Gross profit			5,934				4,933
Selling			2,457				2,603
General and administrative			4,199				5,243
Research and development			778				801
Operating loss			(1,500	)			(3,714	)
Interest income			(3	)			(42	)
Loss before income taxes			(1,497	)			(3,672	)
Income tax (benefit) expense			(76	)			43
Net 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

See accompanying notes to consolidated financial statements.

 

F-3

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MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

 

			September 30,				September 30,				September 30,				September 30,				September 30,
		Common Stock								Additional Paid-In				Retained
		Shares				Amount				Capital				Earnings				Total
		(In thousands, Shares and US Dollars)
BALANCE AT FEBRUARY 28, 2009 (as adjusted)			1,167			$	12			$	51,463			$	(35,941	)		$	15,534
Stock-based compensation			—				—				786				—				786
Net loss			—				—				—				(3,715	)			(3,715	)
BALANCE AT FEBRUARY 28, 2010			1,167				12				52,249				(39,656	)			12,605
Stock-based compensation			—				—				323				—				323
Net loss			—				—				—				(1,421	)			(1,421	)
BALANCE AT February 28, 2011			1,167			$	12			$	52,572			$	(41,077	)		$	11,507

See accompanying notes to consolidated financial statements.

 

F-4

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MEADE INSTRUMENTS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
Cash 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				634
Bad debt expense			(8	)			(114	)
Stock-based compensation			323				786
Deferred rent amortization			8				16
Gain on disposal of fixed assets			—				(13	)
Changes in assets and liabilities:
Accounts receivable			(593	)			419
Inventories			1,456				1,397
Prepaid expenses and other current assets			28				280
Accounts payable			(7	)			9
Accrued 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			—				700
Proceeds from sale of fixed assets			—				13
Net cash (used in) provided by investing activities			(67	)			634
Cash flows from financing activities			—				—
Net increase (decrease) in cash			21				(835	)
Cash at beginning of year			5,055				5,890
Cash at end of year		$	5,076			$	5,055
Supplemental disclosures of cash flow information:
Interest paid in cash		$	—			$	—
Income taxes paid in cash		$	6			$	43

See accompanying notes to consolidated financial statements.

 

F-5

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The Company and Operations

Meade Instruments Corp. (the “Company”) is engaged in the design, manufacture, marketing and sale of consumer products, primarily telescopes, telescope accessories and binoculars. The Company designs its products in-house or with the assistance of external consultants. Most of the entry level products are manufactured overseas by contract manufacturers in Asia, while the high-end telescopes are manufactured and assembled at the Company’s Mexico facility. Sales of the Company’s products are driven by an in-house sales force as well as a network of sales representatives throughout the U.S. and through distributors internationally. The Company currently operates out of two primary locations: Irvine, California and Tijuana, Mexico. The California facility serves as the Company’s corporate headquarters, research and development facility and U.S. distribution center; the Mexico facility contains the Company’s manufacturing, assembly, repair, packaging and other general and administrative functions. The Company’s business is highly seasonal and the financial results have historically varied significantly on a quarter-by-quarter basis throughout each year.

The Company has experienced, and expects to continue to experience, substantial fluctuations in its sales, gross margins and profitability from year to year. Factors that influence these fluctuations include the volume and timing of orders received, changes in the mix of products sold, market acceptance of the Company’s products, competitive pricing pressures, the Company’s ability to meet fluctuating demand and delivery schedules, the timing and extent of research and development expenses, the timing and extent of product development costs and the timing and extent of advertising expenditures.

2. Liquidity

The Company had cash and cash equivalents of $5.1 million at February 28, 2011. The Company funded its operations with internally generated cash flows and did not draw any funds against its secured credit facility during fiscal 2011 or fiscal 2010. The Company currently anticipates that cash on hand and funds generated from operations will be sufficient to meet the Company’s anticipated cash requirements for fiscal 2012.

3. Summary of Significant Accounting Policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, and include the accounts of the Company and all of its subsidiaries and reflect the elimination of all significant intercompany account balances and transactions.

Recent accounting pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—A Replacement of FASB Statement No. 162” (“SFAS 168”). The FASB Accounting Standards Codification (“Codification”) became the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. Since the new codifications did not change GAAP, there was no change to our consolidated financial statements other than to update all references to GAAP to be in conformity with the Codification.

Revenue recognition

The Company’s revenue recognition policy complies with ASC No. 605, Revenue Recognition. The Company recognizes revenue when persuasive evidence of an arrangement exists, title and risk of loss has passed to the customer, typically at the time of shipment, the price to the buyer is fixed or determinable and collectibility is reasonably assured. Revenue is not recognized at the time of shipment if these criteria are not met. Under certain circumstances, the Company accepts product returns or offers markdown incentives. Material management

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

judgments must be made and used in connection with establishing sales returns and allowances estimates. The Company continuously monitors and tracks returns and allowances and records revenues net of provisions for returns and allowances. The Company’s estimate of sales returns and allowances is based upon several factors including historical experience, current market and economic conditions, customer demand and acceptance of the Company’s products and/or any notification received by the Company of such a return. Historically, sales returns and allowances have been within management’s estimates; however, actual returns may differ significantly, either favorably or unfavorably, from management’s estimates depending on actual market conditions at the time of the return.

Allowance for doubtful accounts

Management analyzes specific customer accounts receivable, customer credit-worthiness, historical bad debt expenses, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of any of the Company’s customers were to deteriorate to the point of impairing the customer’s ability to make payments on its account, additional allowances may be required. While credit losses have historically been within management’s expectations and the provisions established significant deterioration in the liquidity or financial position of any of the Company’s major customers or any group of customers could have a material adverse impact on the collectibility of accounts receivable and future operating results.

Inventories

Inventories are stated at the lower of cost, as determined using the first-in, first-out (“FIFO”) method, or market. Costs include materials, labor and manufacturing overhead. The Company evaluates the carrying value of its inventories taking into account such factors as historical and anticipated future sales compared with quantities on hand and the price the Company expects to obtain for its products in their respective markets. The Company also evaluates the composition of its inventories to identify any slow-moving or obsolete product. These evaluations require material management judgments, including estimates of future sales, continuing market acceptance of the Company’s products, and current market and economic conditions. Inventory reserves are established based on such judgments, for any inventories that are identified as having a net realizable value less than its cost. Historically, the net realizable value of the Company’s inventories has been within management’s estimates. However, if the Company is not able to meet its sales expectations; or if market conditions deteriorate significantly from management’s estimates, reductions in the net realizable value of the Company’s inventories could have a material adverse impact on future operating results.

Property and equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Buildings and related improvements, including leasehold improvements, are depreciated over seven to twenty-five years or through the end of the related lease term, whichever is shorter. All other property and equipment, except property held under capital leases, is depreciated over three to seven years. Properties held under capital leases are recorded at the present value of the noncancellable lease payments over the term of the lease and are amortized over the shorter of the lease term or the estimated useful lives of the assets.

Intangible assets

The Company accounts for acquisition-related intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 805-10, Business Combinations, and ASC No. 350-20, Goodwill and Other Intangible Assets. A portion of the remaining difference between the purchase price and the fair value of net tangible assets at the date of acquisition is included in the balance sheet as acquisition-related intangible assets. Amortization periods for the intangible assets subject to amortization range from seven to fifteen years depending on the nature of the assets acquired. The carrying value of acquisition-related intangible assets, including the related amortization period, is evaluated in the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If the carrying amount exceeds the fair value, which is determined based upon estimated discounted future cash flows based upon our estimated cost of capital, an impairment loss is reflected in loss from operations. Such estimates are subject to change and we may be required to recognize an impairment loss in the future.

 

F-7

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Income taxes

In accordance with ASC 740, Accounting for Income Taxes, in fiscal 2010, the Company has determined that there was sufficient uncertainty surrounding the future realization of its deferred tax assets to warrant the recording of a full valuation allowance. The valuation allowance was recorded based upon the Company’s determination that there was insufficient objective evidence, at the time, to recognize those assets for financial reporting purposes. For the fiscal year ended February 28, 2011, the Company has not changed its assessment regarding the recoverability of its deferred tax assets. Ultimate realization of the benefit of the deferred tax assets is dependent upon the Company generating sufficient taxable income in future periods, including periods prior to the expiration of certain underlying tax credits.

The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. At February 28, 2011, there were no accrued interest and penalties related to uncertain tax positions.

The provision for income taxes consists of minimum tax in various U.S. states and income taxes on the Company’s operations in Mexico. This income tax expense is offset by a benefit recorded for refundable federal tax credits.

The tax years 2007 through 2010 remain open to examination by the major taxing jurisdictions to which the Company is subject. However, the amount of a net operating loss carryforward can be adjusted for federal tax purposes for the three years (four years for the major state jurisdictions in which the Company operates) after the net operating loss is utilized.

Shipping and handling costs

The Company records shipping and handling costs in selling expenses. For the years ended February 28, 2011 and February 28, 2010, the Company incurred shipping and handling costs of $0.7 million and $0.8 million, respectively.

Advertising

The Company expenses the costs of advertising, including production costs, as incurred. For the years ended February 28, 2011 and February 28, 2010, the Company incurred advertising, including cooperative advertising, and marketing expenses of approximately $0.3 million and $0.4 million, respectively. Cooperative advertising arrangements exist through which customers receive a certain allowance of the total purchases or an otherwise agreed upon amount from the Company if certain qualitative advertising criteria are met and if specified amounts are spent on the advertisements. To receive the allowance, a customer must deliver to the Company evidence of all advertising performed that includes the Company’s products. Because the Company receives an identifiable advertising benefit from the customer, the Company recognizes the cost of cooperative advertising as an advertising expense in selling expenses.

Research and development

Expenditures for research and development costs are charged to expense as incurred.

Loss per share

For each of the years ended February 28, 2011 and February 28, 2010, the Company incurred a net loss. Other than stock options, the Company has no dilutive securities. Therefore, there is no difference between the number of shares used in the calculation of basic and diluted earnings per share with respect to the net losses reported.

Basic earnings (loss) per share amounts exclude the dilutive effect of potential shares of common stock. Basic earnings (loss) per share is based upon the weighted-average number of shares of common stock outstanding, which excludes unallocated ESOP shares. Diluted earnings (loss) per share is based upon the weighted-average number of

 

F-8

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

shares of common stock and dilutive potential shares of common stock outstanding for each period presented. Potential shares of common stock include outstanding stock options which are included under the treasury stock method. For fiscal years ended 2011 and 2010, options to purchase 77,363 and 77,838 shares of common stock, respectively, were also excluded from diluted weighted average shares of common stock, as the option exercise prices were greater than the average market price of the Company’s common stock and, therefore, the effect would be anti-dilutive.

Concentration of credit risk

Financial instruments which potentially subject the Company to concentration of credit risk are principally accounts receivable and cash. The Company maintains an allowance for doubtful accounts at a level deemed appropriate by management based on historical and other factors that affect collectibility. Based upon the Company’s assessment of the recoverability of the receivables from its customers and in the opinion of management, the Company has established adequate reserves related to accounts receivable. The Company maintains cash and cash equivalents balances at certain financial institutions in excess of amounts insured by federal agencies. Management does not believe that as a result of this concentration it is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships.

The Company generated approximately 22% and 18% of its revenue from its top two customers during the fiscal years ended February 28, 2011 and February 28, 2010, respectively. These customers did not have any amounts due to the Company at February 28, 2011 or February 28, 2010.

Fair value of financial instruments

The carrying amounts of accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short maturity of these instruments.

Use of estimates in the preparation of consolidated financial statements

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Actual results could differ from those estimates. Estimates are used in accounting for, among other items, sales returns and reserves, allowances for doubtful accounts, excess and obsolete inventory, income taxes, asset impairment, anticipated transactions to be hedged, litigation reserves and contingencies.

Product warranties

The Company provides reserves for the estimated cost of product warranty-related claims at the time of sale, and periodically adjusts the provision to reflect actual experience related to its standard product warranty programs and its extended warranty programs. The amount of warranty liability accrued reflects management’s best estimate of the expected future cost of honoring Company obligations under its warranty plans. Additionally, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Meade^® brand products, principally telescopes and binoculars, are generally covered by a one-year limited warranty. Most of the Coronado^® products have limited five-year warranties. Included in the warranty accrual as of February 28, 2011, is $0.5 million and as of February 28, 2010, $0.6 million related to the Company’s former sport optics brands that were sold in 2008 and for which the Company agreed to retain certain warranty liabilities.

 

F-9

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Changes in the warranty liability, which is included as a component of accrued liabilities on the accompanying Consolidated Balance Sheets, were as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Beginning balance		$	883			$	985
Warranty accrual			46				130
Labor and material usage			(119	)			(232	)
Ending balance		$	810			$	883

Stock-based compensation

The Company accounts for stock-based compensation in accordance with the provisions of ASC No. 718-10, Share-Based Payment, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC No. 718-10, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Share-based compensation expenses, included in general and administrative expenses in the Company’s consolidated statement of operations for fiscal 2011 and 2010, were approximately $0.3 million and $0.8 million, respectively. Due to deferred tax valuation allowances provided, no net benefit was recorded against the share-based compensation charged.

The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key input assumptions used to estimate the fair value of stock options include the expected option term, forfeiture rate, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. The Company believes that the valuation technique and the approach utilized to develop underlying assumptions are appropriate in calculating the fair values of the Company’s stock options. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by persons who receive equity awards.

Approximately $75,000 of unvested restricted stock was forfeited by the Company’s former Chief Financial Officer, concurrent with his termination in April 2009.

4. Bank and other debt

The Company maintains agreements with FCC, LLC, d/b/a First Capital, and its subsidiary for a $10 million credit facility.

The facility consists of a factoring arrangement for the Company’s receivables with an 80% advance rate up to $10 million of available credit and a secured credit line tied to the Company’s finished goods inventory of up to $3 million of available credit, subject to the overall credit limit of $10 million. The interest rate for advances against the facility was initially set at LIBOR plus 5.5%, subject to a LIBOR floor of 2.25%. The agreements also contains unused line fees, minimum factoring commissions, early termination fees and other customary terms and conditions. No amount was outstanding under this facility at February 28, 2011 and 2010.

While the agreements with First Capital do not contain explicit financial covenants, the agreements provide First Capital with significant latitude in restricting, reducing, or withdrawing the Company’s lines of credit at its sole discretion. If First Capital restricts, reduces or eliminates the Company’s access to credit, or requires immediate repayment of the amounts outstanding under the agreements, the Company may be required to pursue additional sources of liquidity such as equity financings or a new debt agreement with other creditors, either of which may contain less favorable terms. The facility with First Capital expires in January 2012. The Company can not assure that additional sources of capital will be available on reasonable terms, if at all. The Company’s inability to maintain a sufficient credit facility could have a material adverse effect on its business, results of operations and financial condition.

 

F-10

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5. Intangible Assets

Intangible assets were a result of an acquisition that occurred on December 1, 2004 and included the following assets:

 

			September 30,				September 30,				September 30,				September 30,				September 30,				September 30,				September 30,
						February 28, 2011												February 28, 2010
		Amortization Periods (In Years)				Gross Carrying Amount				Accumulated Amortization				Net Book Value				Gross Carrying Amount				Accumulated Amortization				Net Book Value
		(In thousands)
Trademarks			7-15			$	424			$	(326	)		$	98			$	424			$	(290	)		$	134
Completed technologies			12				1,620				(843	)			777				1,620				(708	)			912
Total						$	2,044			$	(1,169	)		$	875			$	2,044			$	(998	)		$	1,046

The changes in the carrying amount of acquisition-related intangible assets for the years ended February 28, 2011 and 2010, respectively, are as follows:

 

			September 30,
		Amortizing intangible  assets
		(In thousands)
Balance, net, February 28, 2009		$	1,217
Amortization			(171	)
Balance, net, February 28, 2010		$	1,046
Amortization			(171	)
Balance, net, February 28, 2011		$	875

Amortization of trademarks, customer relationships and completed technologies over the next five fiscal years is estimated as follows:

 

			September 30,
Fiscal Year		(In thousands)
2012		$	171
2013			171
2014			162
2015			135
2016			135
Thereafter			101
Total		$	875

6. Commitments and Contingencies

In December 1996, the Company executed a lease commencing October 1, 1997 for its former corporate office and manufacturing facilities in California. The lease term was ten years, extendable for an additional ten years (two terms of five years each) at the Company’s option. In December 2006, the Company renewed this lease for an additional five year term. The Company terminated this lease as of February 28, 2009 and entered into a lease agreement on a smaller facility for five years, expiring on February 28, 2014. Lease commitments for this lease are subject to annual increases ranging between 2% to 4% per annum.

The Company’s lease for an assembly facility in Tijuana, Mexico was scheduled to expire in 2010 with two, five-year options remaining. Additionally, the Company maintained a lease for a second facility in Tijuana, Mexico to house its relocated telescope production. In May 2009, the Company entered into a lease modification with the lessor of these two facilities, renewing the lease for the second facility for three more years, expiring on December 31, 2012, and accelerating the termination of the lease on the Company’s initial Tijuana, Mexico facility to June 15, 2009.

 

F-11

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Aggregate future minimum commitments under noncancellable leases at February 28, 2011 that have remaining terms in excess of one year are as follows:

 

			September 30,
Fiscal Year		(In thousands)
2012		$	582
2013			545
2014			287
		$	1,414

For each of the fiscal years ended February 28, 2011 and February 28, 2010, the Company incurred rent expense of $0.6 million.

Although the Company is involved from time to time in litigation incidental to its business, management believes that the Company currently is not involved in any litigation which would have a material adverse effect on the financial position, results of operations or cash flows of the Company.

7. Income Taxes

Pretax loss is as follows:

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
		(In thousands)
Domestic		$	(1,586	)		$	(3,933	)
Foreign			89				261
		$	(1,497	)		$	(3,672	)

Significant components of the (benefit) provision for income taxes on continuing operations are as follows:

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
		(In thousands)
Current:
Federal		$	(31	)		$	—
State			(98	)			18
Foreign			53				25
			(76	)			43
Deferred:
Federal			(692	)			(737	)
State			(102	)			(130	)
Foreign			—				—
Deferred tax asset valuation allowance			794				867
			—				—
		$	(76	)		$	43

 

F-12

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The provision for income taxes on continuing operations differed from the amount computed by applying the U.S. federal statutory rate to income before income taxes due to the effects of the following:

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
Federal 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				0.8
Stock compensation expense			—				(14.0	)
Permanent differences			(0.1	)			2.3
Adjustment 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				0.3
			5.1	%			(1.2	)%

The deferred tax assets and liabilities were comprised of the following:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Sales returns		$	1,152			$	946
Inventory and accounts receivable			1,353				1,564
Accrued liabilities			155				163
Intangibles			559				638
Credits			5,123				5,161
Fixed assets			697				850
Stock-based compensation			371				247
Other			11				11
Net operating losses			21,155				20,257
Total deferred tax assets			30,576				29,837
Less valuation allowance			(30,576	)			(29,837	)
		$	—			$	—

The change in valuation allowance for the years ended February 28, 2011 and February 28, 2010 was $0.8 million and $(0.2) million, respectively, to recognize the uncertainty of realizing the benefits of the Company’s deferred tax assets. The valuation allowances were recorded because there is insufficient objective evidence at this time to recognize those assets for financial reporting purposes. Ultimate realization of the benefit of the deferred tax assets is dependent upon the Company generating sufficient taxable income in future periods including periods prior to the expiration of certain underlying tax credits.

As of February 28, 2011, the Company has approximately $53.8 million and $51.8 million of net operating loss carryforwards available to offset future taxable income for federal and state income tax purposes, respectively. These net operating loss carryforwards will begin to expire during the fiscal years ending February 28, 2023 and February 28, 2012, respectively. Prior year stock option compensation expense included in the net operating losses is negligible. The Company has foreign tax credits and research and experimentation and manufacturing incentive credits of approximately $3.8 million and $1.3 million, which begin to expire during the fiscal years ending February 28, 2014 and February 28, 2025, respectively. The future realization of these credits is dependent upon the Company generating sufficient income both outside the United States and within the United States.

Management does not believe the Company has experienced an ownership change within the meaning of Internal Revenue Code Section 382. Accordingly, management does not believe that the future utilization of the Company’s net operating loss and tax credit carryforwards will be limited by this provision, unless there is a future ownership change which generates such a limitation.

 

F-13

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Unrecognized Tax Benefits

The Company is subject to income taxes in the United States and Mexico. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite a belief that its tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of income tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. Accruals for unrecognized tax benefits are provided for in accordance with the requirements of the prescribed authoritative guidance. At February 28, 2011, there were no unrecognized tax benefits.

As of February 28, 2011 and as of February 28, 2010, unrecognized tax benefits, all of which affect the effective tax rate if recognized, were $0.0 million and $0.1 million, respectively. Management does not anticipate that there will be a material change in the balance of unrecognized tax benefits within the next 12 months.

The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. As of February 28, 2011 and as of February 28, 2010, accrued interest and penalties related to uncertain tax positions were $0.0 million and $0.1 million, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

 

			September 30,				September 30,
		February 28,
		2011				2010
Unrecognized tax benefit beginning balance		$	0.1			$	0.1
Additions 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

The tax years 2007 through 2010 remain open to examination by the major taxing jurisdictions to which the Company is subject. However, the amount of a net operating loss carryforward can be adjusted for federal tax purposes for the three years (four years for the major state jurisdictions in which the Company operates) after the net operating loss is utilized.

8. Business Segments, Geographic Data and Major Customers

The Company is a multinational consumer products company that designs, manufactures, imports and distributes telescopes, telescope accessories, binoculars and other consumer products. The Company is organized and operates as one segment in one principal geographic location—North America. Product sales and geographic data is as follows:

 

F-14

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
		(In thousands)
Product sales:
Telescope and telescope accessories		$	23,305			$	21,910
Weather Stations			1,000				282
Binoculars			192				398
Other			1,843				755
		$	26,340			$	23,345

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
		(In thousands)
Geographic data—product sales:
North America		$	19,647			$	17,877
Europe			4,140				3,425
Other foreign/export			2,553				2,043
		$	26,340			$	23,345

The Company generated approximately 22% and 18% of its revenue from its top two customers during the fiscal years ended February 28, 2011 and February 28, 2010, respectively. These customers did not have any amounts due to the Company at February 28, 2011 or February 28, 2010.

9. Income (Loss) Per Share

Basic income (loss) per share amounts exclude the dilutive effect of potential shares of common stock. Basic income (loss) per share is based upon the weighted-average number of shares of common stock outstanding. Diluted income (loss) per share is based upon the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding for each period presented. Potential shares of common stock include outstanding stock options and restricted stock, which may be included in the weighted average number of shares of common stock under the treasury stock method.

The total number of options and restricted shares outstanding were as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Stock options outstanding			78				78
Restricted shares outstanding			—				—

 

F-15

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

A reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding were as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Basic weighted average number of shares			1,167				1,167
Dilutive potential shares of common stock			—				—
Diluted weighted average number of shares outstanding			1,167				1,167
Number 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				78
Potential shares of common stock excluded from the calculation of weighted average shares			—				—

Weighted average shares for the fiscal 2011 and 2010, respectively, exclude the aggregate dilutive effect of potential shares of common stock related to stock options and restricted stock, because the Company incurred a loss and the effect would be anti-dilutive. Options with exercise prices greater than the average market price during the periods presented are excluded from the calculation of weighted average shares outstanding because the effect would be anti-dilutive.

10. Stock Incentive Plan

The fair value of the Company’s stock options granted during the last two fiscal years was estimated on the grant date using the Black-Scholes option-pricing model with the following assumptions:

 

			September 30,				September 30,
		Year Ended February 28,
		2011				2010
Expected life (years)(1)			5.8				3.8
Expected 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.

As of February 28, 2011 and 2010, there was approximately $0.1 million and $0.4 million, respectively, of unrecognized compensation cost related to unvested stock options. The $0.1 million as of February 28, 2011 is expected to be recognized over a weighted-average period of approximately 2 years.

In February 1997, the Company’s Board of Directors adopted the 1997 Stock Incentive Plan (the “1997 Plan”). The 1997 Plan provided for the grant of incentive and non-qualified stock options, restricted stock, stock appreciation rights (“SARs”), and performance share awards to certain key employees (including officers, whether or not directors) of the Company or its subsidiaries. The Company received director and stockholder approval to grant options and other awards with respect to 275,000 shares of common stock under the 1997 Plan. Awards under the Plan generally vest after six months and become exercisable over a two to four-year period, or as determined by the Compensation Committee of the Board of Directors. Stock options generally remain exercisable for a period of ten years from the date of grant. The Board of Directors has also granted non-qualified stock options to purchase common stock to each of the Company’s non-employee directors. The non-employee directors are granted 250 options each when elected and 250 each upon their re-election to the Board of Directors at the Company’s Annual Meeting each year. The directors’ options generally become exercisable in equal annual amounts over three years.

 

F-16

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

In June 2008, the Company’s Board of Directors adopted (and the stockholders subsequently approved) the 2008 Stock Incentive Plan (the “2008 Plan”), which effectively is an extension of the 1997 Plan for an additional five years. The 2008 Plan’s aggregate share limit is 129,747 shares. Upon the adoption of the 2008 Plan, options can no longer be granted under the 1997 Plan.

In March 2009, the Company’s Board of Directors granted (and the stockholders subsequently approved) a stand-alone Stock Option Agreement (the “Agreement”) specific to Steven G. Murdock, granting him an option to purchase 37,500 shares of the Company’s Common Stock.

Option activity under these plans and agreement (the “Option Plans”) during fiscal years 2011 and 2010 was as follows:

 

			September 30,				September 30,
		Option Shares				Weighted Average Exercise Price
Options outstanding at February 28, 2009			71			$	62.60
Granted			63				4.40
Forfeited			(56	)			82.00
Options outstanding at February 28, 2010			78				17.60
Granted			1				3.30
Forfeited			(1	)			(100.00	)
Options outstanding at February 29, 2011			78			$	12.71

 

			September 30,			September 30,			September 30,				September 30,				September 30,
		At February 28, 2011
		Options Outstanding										Options Exercisable
Exercise Prices		Number of Options (In thousands)				Weighted Average Remaining Contractual Life		Weighted Average Exercise Price				Number of Options (In thousands)				Weighted Average Exercise 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			$	109.60
			78										77

The exercise prices of certain options granted to employees was equal to the market price at the grant date. The exercise price of certain other options granted to employees was less than the market price at the grant date. Options granted to employees generally become exercisable 33% or 25% after one year and ratably over the following 24 to 36 months, respectively, or as otherwise determined by the Board of Directors. The option prices under the 1997 Plan range from $3.00 to $199.80 per share and are exercisable over periods ending no later than 2020.

On March 13, 2009, the Company’s Board of Directors granted (and the stockholders subsequently approved) a stand-alone Stock Option Agreement (the “Agreement”) specific to Steven G. Murdock, granting him an option to purchase 37,500 shares of the Company’s Common Stock at an exercise price of $4.40 per share.

On March 19, 2007, the Company granted an award of 3,024 shares of restricted stock to Paul E. Ross, the Company’s former Senior Vice President — Finance and Chief Financial Officer. The fair value of the shares was $150,000, as measured by the closing price of the Company’s stock on the Nasdaq Global Market on the grant date. The fair value of the award is included in additional paid in capital and deferred compensation in the equity section of the accompanying Consolidated Balance Sheets. One fourth of the shares vested on each annual anniversary of the grant date. Compensation cost was recognized on a straight line basis over the vesting period.

 

F-17

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

On June 1, 2007, the Company granted an award of 1,947 shares of restricted stock to Steven L. Muellner, the Company’s former President and Chief Executive Officer. The fair value of the shares was $77,892, as measured by the closing price of the Company’s stock on the Nasdaq Global Market on the grant date. The shares vested over a period of 180 days and compensation cost was recognized on a straight line basis over the vesting period.

11. Composition of Certain Balance Sheet Accounts

The composition of accounts receivables, net of reserves, is as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Due from factor		$	3,405			$	2,359
Accounts receivable, other			(621	)			(176	)
		$	2,784			$	2,183

The total due from factor at February 28, 2011, included approximately $2.3 million of invoices assigned on a recourse basis. Accordingly, the credit risk associated with the assigned invoices remained with the Company at February 28, 2011. As disclosed in footnote 4, the Company has a factoring agreement with FCC, LLC, d/b/a First Capital.

The composition of inventories, net of reserves, is as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Raw materials		$	2,264			$	2,957
Work in process			1,624				2,426
Finished goods			2,150				2,111
		$	6,038			$	7,494

The composition of property and equipment is as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Molds and dies		$	7,357			$	7,317
Machinery and equipment			4,482				4,455
Furniture and fixtures			251				256
Autos and trucks			199				199
Leasehold improvements			139				139
			12,428				12,366
Less accumulated depreciation and amortization			(12,171	)			(11,870	)
		$	257			$	496

For the fiscal years ended February 28, 2011 and February 28, 2010, the Company recorded depreciation expense of $0.3 million and $0.4 million, respectively.

 

F-18

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MEADE INSTRUMENTS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The composition of accrued liabilities is as follows:

 

			September 30,				September 30,
		February 28,
		2011				2010
		(In thousands)
Salaries, wages, bonuses and other associated payroll costs		$	708			$	401
Warranty costs			810				883
Freight expenses			88				89
Advertising and marketing expenses			136				10
Professional fees			28				46
Customer deposits			161				386
Other			218				509
		$	2,149			$	2,324

 

F-19

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 5, 2012

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ STEVEN G. MURDOCK Steven G. Murdock		Director, Chief Executive Officer (Principal Executive Officer)		March 5, 2012
/s/ JOHN A. ELWOOD John A. Elwood		Senior Vice President—Finance and Administration, Chief Financial Officer (Principal Financial and Accounting Officer)		March 5, 2012
/s/ TIMOTHY C. MCQUAY Timothy C. McQuay		Director and Chairman of the Board		March 5, 2012
/S/ MARK D. PETERSON Mark D. Peterson		Director		March 5, 2012
/s/ FREDERICK H. SCHNEIDER, JR. Frederick H. Schneider, Jr.		Director		March 5, 2012
/s/ PAUL D. SONKIN Paul D. Sonkin		Director		March 5, 2012
/s/ MICHAEL R. HAYNES Michael R. Haynes		Director		March 5, 2012

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II—VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

 

			September 30,				September 30,				September 30,				September 30,
		Balance At
Allowance for Doubtful Accounts		Beginning of Period				Charged to Costs and Expenses				Deductions(1)				Balance At End of Period
Year ended February 28, 2011		$	416			$	31			$	39			$	408
Year ended February 28, 2010		$	521			$	36			$	141			$	416

 

			September 30,				September 30,				September 30,				September 30,
		Balance At
		Beginning of				Charged to Costs								Balance At End
Reserves for Excess and Obsolete Inventories		Period				and Expenses				Deductions(2)				of Period
Year ended February 28, 2011		$	2,583			$	110			$	543			$	2,150
Year 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

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EXHIBIT INDEX

 

Exhibit No.		Exhibit Title or Description
23.1		Consent of Independent Registered Public Accounting Firm—Moss Adams LLP
31.1		Rule 13a-14(a)/15d-14(a) Certification — Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification — Principal Financial Officer
32.1		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 — Chief Executive Officer
32.2		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