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Equipment Discussions >> Cats & Casses

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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5961029 - 07/08/13 06:29 PM

One can speculate provided they are not "insiders" - That includes far more than who is party to the negotiations or significant stockholders. There is a difference between insiders for reporting purposes and insiders for stock trading (which would include events such as M&A and IPO's). Insiders for stock trading can include anyone who is privy to non-public knowledge. That can easily include all employees, officers, directors, their relatives, their close friends and neighbors, their outside employees (such as a domestic employee, or employee at another related firm), outside employees of certain trusted organizations (such as the CPA firms, all outside counsel, printers of internal media, offsite storage company, etc.), and even journalists in some cases... and many others.

It is a very slippery slope, which is why corporate attorneys often advise strict measures restricting communications. My earlier point was that it doesn't even matter if you, as an insider, refer to a prospectus (if there was one). Your reference could be construed much differently as coming from an insider (as I said, "Wink Wink Say No More!").

Easiest solution for any insider: Say nothing.

Quote:


You, I and others can do whatever speculation we would like, provided we are not party to these negotiations or have any significant stock holdings.


Quote:

I'm certain there is nothing in Russs contacts that isn't in the prospectus or otherwise known as "hopeful plans". Not like anything mentioned hasn't been suggested by multitudes here before.







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EddWen
Pooh-Bah


Reged: 04/26/08

Re: The plot thickens (Meade takeover) [Re: Spacetravelerx]
      #5961084 - 07/08/13 07:17 PM

That explanation might not be acceptable to a shareholder with a large number of shares, who would prefer to make the best return (or least loss) for his investment.

In fact, the Meade BoD recommendation has no effect on the offer. The above shareholder could offer his proxy to MIT Cap. If, however, the MIT Cap offer does not prevail, the shareholder could sue the Meade BoD for his losses.

That is where the recommendation is important.



Quote:

Quote:

Following up on -Rich's and David's comments, perhaps the Meade BoD would have put themselves in a better position regarding their fiduciary responsibilities had they recommended the MIT Cap. Tender Offer.

By not recommending it, they put themselves in a position where they will have to explain why they preferred a lower value offer.




The BoD did explain why the rejected the MITC offer. If I recall, in a nutshell, nothing was firm with MITC, and if they took the MITC offer they owed JOC $250k. It is detailed in the news release...




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Starhawk
Space Ranger
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Reged: 09/16/08

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Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5961152 - 07/08/13 08:25 PM

Jehosephat, Edd,

Is there any NOT LOSE option left?

Then again, we wouldn't be concerned if coming out smelling like roses was a given.

On one hand, there is a mountain of technical issues to get to, and that's going to be hard work, expensive, and time consuming. On the other hand, the legal wrangling promises to drain resources and distract attention when neither are available as a luxury. Finally, in the grip of a prehensile monkey tail grafted on to our backsides is a fight to regain the trust of the market and demonstrate good results in day-to-day operations.

This whole situation makes taking over the remains of Meade sound more like getting a steaming pile of radioactive poo than a golden egg. It kind of takes a lot of the woohoo out of IPO fever.

-Rich

Quote:

That explanation might not be acceptable to a shareholder with a large number of shares, who would prefer to make the best return (or least loss) for his investment.

In fact, the Meade BoD recommendation has no effect on the offer. The above shareholder could offer his proxy to MIT Cap. If, however, the MIT Cap offer does not prevail, the shareholder could sue the Meade BoD for his losses.

That is where the recommendation is important.



Quote:

Quote:

Following up on -Rich's and David's comments, perhaps the Meade BoD would have put themselves in a better position regarding their fiduciary responsibilities had they recommended the MIT Cap. Tender Offer.

By not recommending it, they put themselves in a position where they will have to explain why they preferred a lower value offer.




The BoD did explain why the rejected the MITC offer. If I recall, in a nutshell, nothing was firm with MITC, and if they took the MITC offer they owed JOC $250k. It is detailed in the news release...







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Jon Isaacs
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Reged: 06/16/04

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Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5961323 - 07/08/13 10:22 PM

Quote:

This whole situation makes taking over the remains of Meade sound more like getting a steaming pile of radioactive poo than a golden egg. It kind of takes a lot of the woohoo out of IPO fever.

-Rich




Rich:

For me, this thread has been educational and interesting... lots of angles to the situation.

It does seem that a company that once had $130M in sales that is now worth about 4.5M is closer to radioactive poo than we might like to think. What is needed is a talented "junkyard" engineering/financial team that can sort the good from the bad and put the pieces back together along with other pieces into a coherent whole.

I am not a financial person but it would seem that certain individual parts of the operation might be worth more than the whole operation...

Jon


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ColoHank
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Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5961412 - 07/08/13 11:06 PM

What are the chances that, three or five or ten years hence, there will be yet another thread on CN devoted to the imminent demise of the resurrected Meade brand?

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greedyshark
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Reged: 10/31/05

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Re: The plot thickens (Meade takeover) [Re: ColoHank]
      #5961446 - 07/08/13 11:26 PM

Quote:

What are the chances that, three or five or ten years hence, there will be yet another thread on CN devoted to the imminent demise of the resurrected Meade brand?




Depends on how well the new owners can clean up the poo.

Charles


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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5961514 - 07/09/13 12:27 AM

Quote:


I am not a financial person but it would seem that certain individual parts of the operation might be worth more than the whole operation...

Jon




Jon,
For not being a financial person, you actually hit on the exact nature of what has been going on.

That is exactly what the situation has been for several years (which is why they are and were upside down on their market capitalization). Unfortunately, all of those efforts to make corrections through sales of the parts have resulted in further money down the drain as the losses kept piling on. They never really got their product cycles and supply chain synched with product demand cycles and so a lot of cash they gained on sales for Simmons, Bresser, and other assets simply disappeared in their burn rate. What is left, right now, are the remains of operation that has no or very little inventory of what they can sell profitably and a lot of inventory that has very little profit margin and nowhere near enough value to offset their future cash flows.

The Hummingbird investors saw this several years ago when they took a controlling interest in Meade. They could have, at that point, simply done a complete sell off of Meade to the four winds, which would have followed conventional wisdom in such a situation. Meade's inventory alone (at the time) might have recouped such a wholesale approach. However, they took the approach of selling off the cash cows and using the money to fund the potentially high profit margin product lines, all done over a 3 or so year period. Only it appears they grossly underestimated the R&D, retooling, and new product ramp up costs (hindsight is always 20-20, of course) and now have little product and little cash and they missed the Christmas selling season two years in a row (from where ~70-75% of their sales come).

So you are right in your analysis and someone actually did try to make it work, but it just didn't. And that happens in business quite often. It is really amazing and a bit impressive that they made it this far.


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EddWen
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Reged: 04/26/08

Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5961678 - 07/09/13 04:34 AM

-Rich,

Things might work out, but it will not be easy to even get to the start line.

Welcome to the world of American Capitalism.

OK, I’ve done some homework for you all, and will try to describe a scenario that would seem to fit what most here seem to be hoping for. Whether it happens or not is not my responsibility !!!

First, let’s see who owns Meade now. There are 1,305,148 shares total. By SEC Regulation, any shareholders holding more than a 5% share of a publicly traded company must disclose that ownership to the SEC. There are currently 4 entities on file holding a total of 324,758 shares, 24.9% of the company. They are major players.

They are:

Hummingbird entities and Paul D. Sonkin – 7.6%
Yifen Zhang – 6.2%
Zhang Xiaoyan – 5.8%
GRT Capital Partners, L.L.C. – 5.3%

Executive Officers and Board members are also required to disclose their holdings. There are 5 listed holding 248,067 shares, 18.1% of the company.

They are:

Steven G. Murdock CEO – 14.5%
John A. Elwood CFO – 3.5%
Timothy C. McQuay BoD – negligible
Frederick H. Schneider, Jr BoD – negligible
Mark D. Peterson BoD – negligible

Other unknown shareholders hold 732,323 shares, 56.1%. As you can guess, they will be somewhat ignored, but still important.

JOC or MIT Cap need to have 51% of shares pledged to their cause to effect a change of ownership. Presumably, JOC starts with the 18.1% of the company group. And they might have a share position acquired independently by themselves and/or their subsidiaries such as Meade - Europe. MIT Cap starts from zero at worst or maybe 4.9% at best if they have a share ownership.

Now, if JOC were to increase their bid price to $3.65/share, and MIT Cap did not respond with a higher bid, it should be game over. The JOC Merger proposal should get momentum. What they would do with Meade would be entirely under their control, regardless hopes and aspirations of others.

There is no way to predict what MIT Cap would do in response. The principals behind it are unknown and their motives are also unknown. They did stand-up a L.L.C. but that is cheap so they don’t have a lot of skin in the game. Heck, I am an L.L.C. for certain reasons.

Right now the offers are only different by $261,000. If we see a bid and counter-bid situation the principal shareholders might sit coyly on the sidelines, hoping for a better return. After all, once a deal is done, they no longer hold any shares and realistically have no interest what happens to Meade in the future.

So, get out there and help convince Meade shareholders to pledge their proxy to the JOC cause. They need all the help they can get. If they have the 18.1% held by Officers and the 24.9% held by the principal shareholders, they still need another 8%. Look at your 401(k)s. You might own some Meade stock without knowing it.


Quote:

Jehosephat, Edd,

Is there any NOT LOSE option left?

Then again, we wouldn't be concerned if coming out smelling like roses was a given.

On one hand, there is a mountain of technical issues to get to, and that's going to be hard work, expensive, and time consuming. On the other hand, the legal wrangling promises to drain resources and distract attention when neither are available as a luxury. Finally, in the grip of a prehensile monkey tail grafted on to our backsides is a fight to regain the trust of the market and demonstrate good results in day-to-day operations.

This whole situation makes taking over the remains of Meade sound more like getting a steaming pile of radioactive poo than a golden egg. It kind of takes a lot of the woohoo out of IPO fever.

-Rich

Quote:

That explanation might not be acceptable to a shareholder with a large number of shares, who would prefer to make the best return (or least loss) for his investment.

In fact, the Meade BoD recommendation has no effect on the offer. The above shareholder could offer his proxy to MIT Cap. If, however, the MIT Cap offer does not prevail, the shareholder could sue the Meade BoD for his losses.

That is where the recommendation is important.



Quote:

Quote:

Following up on -Rich's and David's comments, perhaps the Meade BoD would have put themselves in a better position regarding their fiduciary responsibilities had they recommended the MIT Cap. Tender Offer.

By not recommending it, they put themselves in a position where they will have to explain why they preferred a lower value offer.




The BoD did explain why the rejected the MITC offer. If I recall, in a nutshell, nothing was firm with MITC, and if they took the MITC offer they owed JOC $250k. It is detailed in the news release...










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EddWen
Pooh-Bah


Reged: 04/26/08

Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5961703 - 07/09/13 05:31 AM

If you want to consider what is being bought; here is the Fiscal Year Ending February 28, 2013:

Total Revenue - $17,400,000
And be aware Meade lost $3,700,000 during this period.

Advanced Astronomical Telescopes – 33% of revenues - $5,742,000
Entry-Level Telescopes – 41% of revenues - $7,134,000
Sport Optics – 7% of revenues - $1,218,000
Weather Stations and Digital Clocks – 4% of revenues - $696,000
Accessories – 11% of revenues – $1,914,000
Other – 4% of revenues - $696,000

As a new owner, what segments would you keep, and which would be dumped??

If you dumped everything except the Advanced Astronomical Telescopes and their portion of the Accessories revenues, you might plan on having a revenue stream of, say, $5,500,000 going forward. You’d have to do this with 22-25 employees total.

How would you finance R&D?? Meade spent $2,000,000 for R&D in 2 years developing the now new products. The product was late, and still had teething problems. You would have to do a lot better with less money.

Maybe some creative writing would convince a crusty old banker to approve a line-of-credit. Or, convince some adventurous venture capital group to buy in ??

Best let JOC do its stuff.

edit: One bright spot while skimming the financials, Meade has a huge tax loss carry forward. Merging that with a profitable entity might have some value. Not being a CPA, I don't know if this is possible, but worth asking the question.

Quote:

Quote:

This whole situation makes taking over the remains of Meade sound more like getting a steaming pile of radioactive poo than a golden egg. It kind of takes a lot of the woohoo out of IPO fever.

-Rich




Rich:

For me, this thread has been educational and interesting... lots of angles to the situation.

It does seem that a company that once had $130M in sales that is now worth about 4.5M is closer to radioactive poo than we might like to think. What is needed is a talented "junkyard" engineering/financial team that can sort the good from the bad and put the pieces back together along with other pieces into a coherent whole.

I am not a financial person but it would seem that certain individual parts of the operation might be worth more than the whole operation...

Jon




Edited by EddWen (07/09/13 05:41 AM)


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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5961791 - 07/09/13 07:44 AM

The NOL carryforward of $62.5 million was brought up before in this thread and it is a huge incentive with a total cash buyout (a mixed transaction combining stock swaps, for instance, would not necessarily get full advantage of a pre-existing NOL). It is just about the only thing that gives this investment any value, to be honest, if one did the analysis.

Over the years, I have always looked at Meade's product breakdown information (combined with their segment reporting), because it gave a very telling story as to how they got into trouble in the first place. Unfortunately, the segment information here probably isn't as meaningful as it was a few years ago, mostly because the unit sales (volume) behind them are low, the category definitions have been changed, and they tend to reflect more how out of whack the inventory available for sale has been than actual segment performance.

For example, the Advanced Astronomical Telescopes are a third of revenues, but the units shipped are 4%. This might be considered normal, but in recent years, they moved the PST, LS, LT, and ETX series of scopes out of this category and into the entry level scopes, along with the discount telescopes they sell. This makes the entry level scopes a complex mix of high and low margin products, whereas it used to be only low margin products. Since entry level scopes represents 96% of the units shipped, it is very difficult to get a good grip on the profitability of either group, especially considering the high numbers of back orders in the advanced category (which can't be included in the revenue numbers).

The volumes are getting low enough that it makes it really difficult to evaluate how valuable a product line is, especially against the backorders.


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Jon Isaacs
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Reged: 06/16/04

Loc: San Diego and Boulevard, CA
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5961813 - 07/09/13 08:12 AM

Quote:

As a new owner, what segments would you keep, and which would be dumped??




Ed:

Since you asked me this question... Two different approaches.

#1: Personally I would just keep the name and dump all the SCTs and CATs, Meade was doing fine with Newtonians and imported refractors before they took this flyer with SCTs and got themselves into trouble... Concentrate on the real market, Dobs and fast refractors... First R&D: The Meade Paracorr



#2. The serious answer: I can only say that I would look carefully at the product line and the manufacturing costs involved, the market competition, the value of the manufacturing facilities, patents etc. I have to think the Coronado would be a keeper.

As far as the cash to run the operation... That cannot come from Meade, whoever buys Meade will need to pump in a lot of cash.

From my point of view, this is why it is important for Meade's future survial that whomever buys Meade understand not only the amateur astronomy business but the insides of Meade... JOC seems like they are the ones...

I do think the mounts like the LX-80 that can operate as GOTO mounts in both the Equatorial and Alt-az mode are the future and it is too bad that Meade didn't get them quite right the first time around.

Jon


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rmollise
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Reged: 07/06/07

Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5961939 - 07/09/13 10:14 AM

Quote:





#1: Personally I would just keep the name and dump all the SCTs and CATs, Meade was doing fine with Newtonians and imported refractors




Yeah, they were doing fine. About as fine as Cave, Starliner, and Optical Craftsmen.

I am hoping that it is still not too late for the LX80, which, IF DONE RIGHT, would have been big.

Edited by rmollise (07/09/13 10:16 AM)


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Starhawk
Space Ranger
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Reged: 09/16/08

Loc: Tucson, Arizona
Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5961960 - 07/09/13 10:29 AM

Jon,

You're seriously out of control!

Like you, I've learned a lot from this. Early on I was taken by the world of possibilities this appeared to represent. But as more and more information has been brought out, it's far more ambiguous. The whole public trading concept looks like a whole rack of nails for the coffin. Starting three new products at the same time when there were maybe enough resources for one was desperate. The hope for mass market retailers to be a successful outlet just didn't work. Crashing the supplier relationship on the bread-winning ETX line was a mess. I'd have to rate the move to Mexico as ambiguous at best. In my mind it would have made more sense to move to Tucson, since Coronado's shop was already here and the other industry, optics work, and airbase support in town keeps a relevant workforce in a much lower cost of living area than SoCal. This would have also meant having the possibility of having the US government as an ally, when they simply don't care so much about importers. At the same time, getting down to see the plant means hours transiting the San Diego- Tijuana entry ports every trip.

It's all water under the bridge, of course. The thing is, any of these would have made the company far more viable as a concern to invest in. So, I think Jon is right- this really is all about buying the brand name. Coronado is an add on. I am wondering how much it is worth since it doesn't seem to be shifting the balance sheet.

The cost of rationalizing the rest will be so high as to absorb the value of whatever tangible assets come through the deal. And as a point of comparison, if I remember correctly, Roland indicated the investment in his CNC machine shop expansion was something like $2 million and that enabled him to continuously produce a line of four of the best mounts available. So, in comparison, spending something around $5 million on Meade doesn't buy that. Take the $5 million and go to where you can find the disciplines you need and get started without the bizarre baggage. If you can't make a business plan which shows a profit under those conditions, then there's no way to show stacking on fixing another business and then starting on that plan is going to make money.

I am getting the impression doing this successfully is very, very, hard.

-Rich


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Starhawk
Space Ranger
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Reged: 09/16/08

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Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5961976 - 07/09/13 10:42 AM

Edd,

Stupid question: why are those capital investment firms putting in so little and yet so much? It seems like a no man's land of a big enough chunk to have real losses, but too little to steer the ship. What gives?

-Rich


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bicparker
Carpal Tunnel


Reged: 02/07/05

Loc: Texas Hill Country
Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5961987 - 07/09/13 10:47 AM

Quote:


I am getting the impression doing this successfully is very, very, hard.

-Rich




Rich, you are very right. And your comparison with another telescope manufacturing operation is very relevant here given the $$$$'s involved.


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Spacetravelerx
Pooh-Bah


Reged: 12/23/12

Loc: New Mexico
Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5962021 - 07/09/13 11:26 AM

Quote:

If you want to consider what is being bought; here is the Fiscal Year Ending February 28, 2013:

Total Revenue - $17,400,000
And be aware Meade lost $3,700,000 during this period.

Advanced Astronomical Telescopes – 33% of revenues - $5,742,000
Entry-Level Telescopes – 41% of revenues - $7,134,000
Sport Optics – 7% of revenues - $1,218,000
Weather Stations and Digital Clocks – 4% of revenues - $696,000
Accessories – 11% of revenues – $1,914,000
Other – 4% of revenues - $696,000

As a new owner, what segments would you keep, and which would be dumped??

If you dumped everything except the Advanced Astronomical Telescopes and their portion of the Accessories revenues, you might plan on having a revenue stream of, say, $5,500,000 going forward. You’d have to do this with 22-25 employees total.

How would you finance R&D?? Meade spent $2,000,000 for R&D in 2 years developing the now new products. The product was late, and still had teething problems. You would have to do a lot better with less money.

Maybe some creative writing would convince a crusty old banker to approve a line-of-credit. Or, convince some adventurous venture capital group to buy in ??

Best let JOC do its stuff.

edit: One bright spot while skimming the financials, Meade has a huge tax loss carry forward. Merging that with a profitable entity might have some value. Not being a CPA, I don't know if this is possible, but worth asking the question.






One thing to note on the Advanced Astronomical Telescope category, is this figure is low due to the hold back of the release of the LX850 and LX600, plus issues with the LX80. So a lot of high margin sales (for Meade) were sitting in the wings - and money was going into R&D fixing the problems, not sales of a completed product. So let's say Meade sells 100 LX850s (and it looks like they are at a minimum, and would do more without the drama), and average sales are around $9k (it seems most folks are leaping to the 14"). This means add $900k in Advanced Astronomical Telescopes sales for this one product alone. And with a telescope purchase, people buy accessories. No telescope purchases - much lower rate of accessory sales. It will become quickly apparent that had the LX850/LX800 come out the gate on time, correctly, LX600 came out and the LX80 came out without teething pains, this sales picture would be VERY different.

Oh, and keep the LXD75 too - another loss of sales. I am certain folks would have purchased the LXD75, if there were problems with the LX80. Meade left a vacuum in this category.

Meade is selling product now (yes, in fact they are!). I am still seeing posts of people receiving their LX850 and LX600, so this tells me something!


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Jon Isaacs
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Re: The plot thickens (Meade takeover) [Re: Starhawk]
      #5962051 - 07/09/13 11:51 AM

Quote:

So, I think Jon is right- this really is all about buying the brand name. Coronado is an add on. I am wondering how much it is worth since it doesn't seem to be shifting the balance sheet.




I didn't mean to imply it was about buying a name.. I think there is value in the pieces of Meade but I don't know which ones are valuable and which ones are problematic. I have to think the mounts, the SCTs are worthwhile operations.

I do see the JOC/ES crew as being the ones with the intimate knowledge of the workings of Meade as well as the amateur astronomy marketplace. My gut feeling is the ES crew saw this coming and went out on their own before the ship sank. Now, with the old management discredited, they seem to be just the people to right the ship..

As far as Uncle Rod's comments about Cave, Starliner and Optical Craftsman:

I point to Criterion, another company that was doing just fine and then switched to SCTs and soon went under. It has taken Meade somewhat longer but the result is the same.

If Meade had stayed with the Newtonians and long focal length refractors they would have a much easier time, competing with Parks rather than Celestron...

Jon

(P.S.: For the rest of you, hopefully the irony and sarcasm is apparent in my last two comments. I hear Uncle Rod is off caffeine so I am just trying to help him wake up.)


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rmollise
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Reged: 07/06/07

Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5962075 - 07/09/13 12:12 PM

Quote:




I point to Criterion, another company that was doing just fine and then switched to SCTs and soon went under. It has taken Meade somewhat longer but the result is the same.

If Meade had stayed with the Newtonians and long focal length refractors they would have a much easier time, competing with Parks rather than Celestron...

Jon

(P.S.: For the rest of you, hopefully the irony and sarcasm is apparent in my last two comments. I hear Uncle Rod is off caffeine so I am just trying to help him wake up.)




Once again, my pore old buddy Jon has got the cart before the dadgum horse.

Why do you think Criterion started making SCTs?

And don't you dare go talking to my sawbones abut me giving up the caffeine!


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Calypte
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Reged: 03/20/07

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Re: The plot thickens (Meade takeover) [Re: EddWen]
      #5962160 - 07/09/13 01:02 PM

Quote:

You might own some Meade stock without knowing it.



I hope not!


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Calypte
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Reged: 03/20/07

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Re: The plot thickens (Meade takeover) [Re: Jon Isaacs]
      #5962168 - 07/09/13 01:09 PM

Quote:

#1: Personally I would just keep the name and dump all the SCTs and CATs, Meade was doing fine with Newtonians and imported refractors before they took this flyer with SCTs and got themselves into trouble... Concentrate on the real market, Dobs and fast refractors... First R&D: The Meade Paracorr



In 1986 I got to visit the Meade factory (then in Costa Mesa) and chat with John Diebel in his wood-panelled office. He told me SCTs were out-selling Newt 10 to 1. SCTs were a big success for Meade.


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