SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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[x] QUARTERLY REPORT PURSUANT SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-23590
SUPER VISION INTERNATIONAL, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 59-3046866
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
8210 Presidents Drive
Orlando, Florida 32809
(Address of Principal Executive Offices)
(407) 857-9900
(Issuer's Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at May 13, 1999:
Class A Common Stock, $.001
par value 2,020,718 shares
Class B Common Stock, $.001
par value 483,264 shares
Transitional Small Business Disclosure Format
Yes No X
--- ---
SUPER VISION INTERNATIONAL, INC.
SUPER VISION INTERNATIONAL, INC.
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 1999 (unaudited) and 1
December 31, 1998
Condensed Statements of Income for the Three Months Ended March
31, 1999 and 1998 (unaudited) 2
Condensed Statements of Cash Flows for the Three Months Ended March
31, 1999 and 1998 (unaudited) 3
Notes to unaudited Condensed Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K
10
SIGNATURES 11
SUPER VISION INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
MARCH 31, DECEMBER 31,
1999 1998
------------ --------------
ASSETS
Current Assets:
Cash and cash equivalents $ 3,024,625 $ 2,798,142
Trade accounts receivable, less allowance for
doubtful accounts of $142,576 1,403,642 915,570
Inventory 2,916,764 2,545,684
Advances to employees 8,169 7,206
Other assets 135,932 128,791
------------ ------------
Total current assets 7,489,132 6,395,393
Property and Equipment 6,308,670 6,168,397
Accumulated depreciation and amortization (1,199,044) (1,054,151)
------------ ------------
5,109,626 5,114,246
Construction in progress 213,008 259,201
------------ ------------
Net property and equipment 5,322,634 5,373,447
Other Assets 195,496 191,062
------------ ------------
$ 13,007,262 $ 11,959,902
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,303,316 $ 338,700
Accrued compensation and benefits 75,454 134,423
87,763 4,451
Deposits ----------- -----------
Total current liabilities 1,466,533 477,574
Obligation Under Capital Lease 3,195,638 3,189,015
Stockholders' Equity:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, none issued - -
Class A common stock, $.001 par value, authorized 16,610,866 shares,
2,020,718 and 2,020,418 issued
and outstanding, respectively 2,020 2,020
Class B common stock, $.001 par value, authorized
3,389,134 shares, 483,264 issued and outstanding 483 483
Additional paid-in-capital 10,257,074 10,236,139
Accumulated deficit (1,914,486) (1,945,329)
------------ ------------
Total stockholders' equity 8,345,091 8,293,313
------------ ------------
$ 13,007,262 $ 11,959,902
============ ============
See accompanying notes to unaudited condensed financial statements.
1
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENTS OF INCOME - UNAUDITED
THREE MONTHS
ENDED MARCH 31,
1999 1998
----------- -----------
Revenues $ 2,328,248 $ 2,318,884
Cost and Expenses:
Cost of sales 1,450,772 1,370,370
Selling, general and administrative 627,721 784,710
Research and development 144,223 78,081
----------- -----------
Total costs and expenses 2,222,716 2,233,161
Operating Income 105,532 85,723
Non-Operating Income (Expense):
Interest income 36,398 32,636
Interest expense (111,087) (108,975)
Loss on disposal of assets - (2,902)
----------- -----------
Total non-operating income (expense) (74,689) (79,241)
----------- -----------
Income Before Income Taxes 30,843 6,482
Income Tax Expense - 2,917
----------- -----------
Net Income $ 30,843 $ 3,565
=========== ===========
Net Income Per Common Share:
Basic $ 0.01 $ 0.01
=========== ===========
Diluted $ 0.01 $ 0.01
=========== ===========
See accompanying notes to unaudited condensed financial statements.
2
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
THREE MONTHS
ENDED MARCH 31,
1999 1998
----------- -----------
Cash Flows from Operating Activities:
Net income $ 30,843 $ 3,565
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 146,728 123,321
Loss on disposal of fixed assets - 2,902
Accretion of capital lease obligation 6,623 5,830
Deferred income tax - 2,917
Issuance costs 19,822 12,040
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable, net (488,072) (262,421)
Inventory (371,080) (348,053)
Other assets (13,614) (78,851)
Increase (decrease) in:
Accounts payable 964,616 222,221
Accrued compensation and benefits (58,969) 35,647
Deposits 83,312 (63,631)
----------- -----------
Total adjustments 289,366 (348,078)
----------- -----------
Net cash provided by (used in) operating 320,209 (344,513)
activities
Cash Flows from Investing Activities:
Purchase of investments - (103,283)
Proceeds from investments - 102,121
Proceeds from disposal of property, plant and equipment - 1,500
Purchase of property, plant and equipment (140,273) (90,946)
Acquisition of patents and trademarks (759) (2,203)
Deposits on equipment 46,193 (1,400)
----------- -----------
Net cash used in investing activities (94,839) (94,211)
Cash Flows from Financing Activities:
Proceeds from exercise of employee stock options 1,113 -
----------- -----------
Net cash provided by financing activities 1,113 -
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 226,483 (438,724)
Cash and Cash Equivalents, beginning of period 2,798,142 2,478,145
----------- -----------
Cash and Cash Equivalents, end of period $ 3,024,625 $ 2,039,421
=========== ===========
See accompanying notes to unaudited condensed financial statements.
3
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION:
In the opinion of the Company, the accompanying unaudited condensed
financial statements contain all adjustments, consisting only of normal
recurring accruals necessary to present fairly the Company's financial
position, results of operations and cash flows for the periods
presented. The results of operations for the interim periods presented
are not necessarily indicative of the results to be expected for the
full year.
The condensed financial statements should be read in conjunction with
the financial statements and the related disclosures contained in the
Company's Form 10-KSB dated March 16, 1999, filed with the Securities
and Exchange Commission.
As of January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes new rules for the reporting and
display of comprehensive income and its components; however, the
adoption of this Statement had no impact on the Company's net income or
loss or shareholders' equity for 1999 or 1998.
2. INVENTORY:
Inventory at March 31, 1999 and December 31, 1998 consisted of the
following components:
MARCH 31, DECEMBER 31,
1999 1998
----------- ------------
Raw materials $ 2,276,306 $ 1,562,670
Work in progress 30,202 65,107
Finished goods 766,071 1,073,722
----------- -----------
3,072,579 2,701,499
Less: Reserve for excess inventory (155,815) (155,815)
----------- -----------
$ 2,916,764 $ 2,545,684
=========== ===========
3. CAPITAL LEASE:
The Company leases its operating facility from a corporation owned by
the Company's Chief Executive Officer. The lease has a fifteen-year
term, and became effective June 15, 1997, extending through June 15,
2012.
Assets recorded under capital lease and included in Property, Plant and
Equipment are as follows:
Office/Warehouse building $ 3,081,000
Less accumulated amortization (360,435)
--------------
$ 2,720,565
==============
4
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED
3. CAPITAL LEASE (CONTINUED):
Future minimum annual lease payments for remainder of and years
subsequent to March 31, 1999 in the aggregate are as follows:
1999 $ 424,772
2000 581,520
2001 598,481
2002 610,596
2003 620,664
2004 and thereafter 5,912,715
-----------
Minimum lease payments 8,748,748
Less amount representing interest and executory costs (5,553,110)
-----------
Present value of net minimum lease payments under capital lease $ 3,195,638
===========
Deposits paid under this lease agreement totaled $58,167 at March 31,
1999.
4. STOCK OPTION PLAN:
The Company has a stock option plan that provides for the grant of
incentive stock options and nonqualified stock options for up to
450,000 shares of the Company's Class A common stock under the plan.
The option price must be at least 100% of market value at the date of
the grant.
The following table summarizes activity of the stock option plan for
the three-month period ended March 31, 1999:
OPTIONS NUMBER OPTION
AVAILABLE FOR OF PRICE
FUTURE GRANT SHARES PER SHARE
-------------- ---------- -------------
Balance, January 1, 1999 110,368 284,429 $3.00 - $9.25
Options granted (2,500) 2,500 $4.00 - $4.88
Options exercised (300) $3.00 - $4.00
Options cancelled 1,100 (1,100) $3.00 - $4.00
---------- ---------
Balance, March 31, 1999 108,968 285,529
========== =========
Options granted vest ratably over a three-year period or vest based on
achievement of certain performance criteria. As of March 31, 1999,
200,647 options were vested and exercisable.
5
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED
5. EARNINGS PER SHARE:
The following table sets forth the computation of basic and diluted
earnings per share in accordance with SFAS No. 128, "Earnings per
Share."
FOR THE THREE MONTHS ENDED
MARCH 31,
1999 1998
---------- ----------
Numerator:
Net income (numerator for basic and
diluted earnings per share) $ 30,843 $ 3,565
Denominator:
Denominator for basic earnings per share
-weighted average shares 2,477,609 1,770,049
Effect of dilutive securities:
Options 9,020 7,570
Warrants 5,654 -
---------- ----------
Dilutive potential shares 14,674 7,570
Denominator for diluted earnings per share
-adjusted weighted average shares 2,492,283 1,777,619
========== ==========
Basic earnings per share $ 0.01 $ 0.01
========== ==========
Diluted earnings per share $ 0.01 $ 0.01
========== ==========
Certain warrants and escrowed shares are not included in the
computation of earnings per share because the related shares are
contingently issuable or to do so would have been anti-dilutive for the
periods presented.
6. USE OF ESTIMATES:
The preparation of condensed financial statements in conformity with
generally accepted accounting principles (GAAP) requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual reports could
differ from those estimates.
6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
unaudited Condensed Financial Statements and Notes thereto appearing elsewhere
in this report.
The following discussion contains certain forward-looking statements, within the
meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995,as amended, the attainment of which involve various risks and
uncertainties. Forward-looking statements may be identified by the use of
forward-looking terminology such as "may", "will", "expect", "believe",
"estimate", "anticipate", "continue", or similar terms, variations of those
terms or the negative of those terms. The Company's actual results may differ
materially from those described in these forward-looking statements due to,
among other factors, competition in each of the Company's product areas,
dependence on suppliers, the Company's limited manufacturing experience, the
condition of the international marketplace and the evolving nature of the
Company's fiber optic technology.
Results of Operations
Revenues are derived primarily from the sale of fiber optic Side Glow(R) and End
Glow(TM) cable and light sources, point of purchase fiber optic signs and
displays and sales of fiber optic landscape and task lighting systems. Total
revenues for the three months ended March 31, 1999 ("1999 quarter") were
approximately $2,328,000 as compared to approximately $2,319,000 for the three
months ended March 31, 1998 ("1998 quarter"). Revenues in the domestic
architectural lighting market were up sharply from the prior year and the level
of price quotations and specifications of the Company's products were very
strong. Management noted that the level of price quotations and specifications
are generally strong indicators of future revenue levels, and may indicate that
revenues in this market will continue to increase. The Company's exclusive
marketing and sales partner in this market, Cooper Lighting, Inc. ("Cooper
Lighting") released its Optiance(R) by Super Vision(TM) brand at the end of the
1999 quarter; therefore, revenues from this brand were minimal during the 1999
quarter. Management believes this new brand could also contribute to accelerated
growth in this market. Revenues in the sign products market were also up
slightly from the prior years' level. Management continues to believe this
market has strong potential growth prospects for the Company's products but will
require further efforts to educate the market as well as continued research into
development of systems that approach the brightness of neon at a comparable
cost.
International sales were flat in comparison to the prior year, although product
specifications were up sharply, particularly in the European and South American
regions. Management noted, however, that future sales resulting from these
specifications are dependent upon the continued recovery of the regions'
economies. Sales to the Company's exclusive marketing and sales partner in the
pool and spa market, Hayward Pool Products, Inc. ("Hayward") were substantially
below the prior year, although Hayward continues to see strong growth in sales
to its channel partners. Hayward continues to reduce inventories of certain key
items, and foresees strong growth in pool construction activity for the balance
of the current year. Management believes this will result in greater sales of
the Company's products in this market.
Cost of sales were approximately $1,451,000, or 62% of revenues, during the 1999
quarter as compared to approximately $1,370,000, or 59% of revenues, for the
1998 quarter. The gross margin was 38% for the 1999 quarter as compared to 41%
for the 1998 quarter. Gross margins for the 1999 quarter decreased slightly due
to the Company's strategy of reducing prices while minimizing selling costs by
selling and marketing through the Company's partners, Cooper Lighting and
Hayward. Management noted that costs of selling and administration were reduced
by approximately 20% during the 1999 quarter. Management expects to introduce
two key products during the second quarter as well as several improvements to
existing products which may improve gross margins in the remainder of the year.
Management has also implemented several tooling modifications and vendor
programs in an effort to further reduce costs.
7
Selling, general and administrative expenses were approximately $628,000 during
the 1999 quarter as compared to approximately $785,000 for the 1998 quarter.
This represented a decrease of 20%. During the 1999 quarter, the Company reduced
the number of trade shows attended by focusing efforts on core markets and
widely attended national and international trade shows. In the 1998 quarter, the
Company had attended numerous trade shows in regional geographic markets as well
as potential new markets for the Company's products. Management also noted that
commission expenses and literature costs were also reduced as the Company
reduced the production of sales catalogs, binders and collateral materials as
Cooper Lighting began marketing efforts. Management noted that costs may
increase as the Company continues efforts to penetrate the sign products market.
Also, Management noted that increased legal costs may result as the Company
continues to proceed with a federal lawsuit against a foreign competitor filed
in December 1998 for alleged infringement of the Company's patent rights. As
further set forth in the Company's Annual Report on Form 10-KSB dated March 16,
1999, Management plans to aggressively defend its rights under these and other
patents.
Research and development costs were approximately $144,000 during the 1999
quarter as compared to approximately $78,000 during the 1998 quarter. This
represented an increase of 85%. During the 1999 quarter, the Company increased
research and development activities in both the fiber optic cable and light
source product lines. These efforts resulted in the introduction of two new high
performance light sources, the SV350T and the SV3000. The Company also developed
its next generation of fiber optic side illumination cables, the Side Glow(R)
Plus series, which offers improved illumination characteristics. Management
believes the increased expenditures for engineering and research and development
are necessary to ensure that the Company continues to expand its product
offerings to the market and to maintain a leadership position in fiber optic
lighting technology.
Provision for income taxes as a percentage of pre-tax income was 0% for the 1999
quarter compared to 45% for the 1998 quarter. No income tax provision was
provided for the three months ended March 31,1999 as the Company has net
operating loss carryforward benefits totaling approximately $1.6 million at
March 31,1999. The Company has evaluated its tax position versus the
requirements of SFAS No. 109, Accounting for Income Taxes and does not believe
that it has met the more-likely-than-not criteria for recognizing a deferred tax
asset and has provided valuation allowances against net deferred tax assets.
The net income for the 1999 quarter was approximately $31,000 or $.01 per basic
and diluted common share, as compared to net income of approximately $4,000, or
$.01 per basic and diluted common share, in the 1998 quarter. The increase is
primarily due to decreased sales and marketing costs resulting from the
Company's partnership with Cooper Lighting, which were partly offset by reduced
gross margins and increased levels of research and development.
Liquidity and Capital Resources
At March 31, 1999, the Company had working capital of approximately $6,023,000.
Cash and investments increased by approximately $226,000 during the 1999
quarter. Inventory increased by approximately $371,000 during the 1999 quarter.
Inventory was expanded to support the introduction of the Company's new light
source products. Accounts receivable increased by approximately $488,000 as a
result of an increase in order intake and shipments late in the 1999 quarter,
primarily in the architectural lighting market. Other assets increased by
approximately $11,000, reflecting fees paid for several new patent applications.
Accounts payable increased by approximately $967,000 as a result of inventory
expansion to support anticipated demand for the Company's new light source
products, as well as the timing of receipts of optical material at the end of
the 1999 quarter. Accrued compensation and benefits decreased by approximately
$59,000 due to the payment of payroll and commission liabilities accrued as of
December 31, 1998, and paid in the 1999 quarter. Deposits on orders increased by
approximately $84,000 due to deposits received on several custom projects.
Projects requiring customization of standard products normally require a deposit
to cover costs of modifications. Net equipment and furniture decreased by
approximately $50,000 due to depreciation expense which exceeded property
acquisitions. Management believes property acquisitions may increase due to
tooling costs associated with product cost reduction plans.
Escrowed Shares
In January 1994, the Company and certain stockholders of the Company entered
into an agreement providing for
8
the escrow of 2,918,000 shares held by such individuals (the "Escrow Shares").
In the event any of the shares were released from escrow to officers, directors
and other employees of the Company, compensation expense would be recorded for
financial reporting purposes as required by GAAP. As of March 31, 1997, Brett
Kingstone, the President and Chairman, voluntarily retired 2,891,870 shares of
Class B Common Stock previously held in the escrow account. These shares were
returned to the Company treasury. The Company currently has 26,130 shares of
Class A Common Stock held in escrow. In the event the Company attains certain
earnings thresholds, or the Company's Class A Common Stock meets certain minimum
bid prices required for the release of the remaining 26,130 Escrow Shares, the
Company may, in the event of the release of such shares from escrow, recognize
during the period in which the earnings threshold are met or are probable of
being met or such minimum bid prices attained, charges to earnings as
compensation expense which would have the effect of reducing the Company's
earnings at such time. As of March 31, 1999, the Company had not attained the
aforementioned requirements; consequently, the escrowed shares were returned to
the Company treasury and retired. In addition, the Company's Class A and Class B
warrants were also retired as of March 31, 1999.
Year 2000 Issue
Many existing computer systems and applications and other control devices use
only two digits to identify a year in the date field, without considering the
impact of the upcoming change in the century. The Year 2000 issue is the risk
that systems, products and equipment utilizing date-sensitive software or
computer chips with two-digit date fields will fail to properly recognize the
Year 2000. Such failures by the Company's software or hardware or that of
government entities, customers, major vendors and other third parties with whom
the Company has material relationships could result in interruptions of the
Company's business which could have a material adverse effect on the Company.
The Company's Year 2000 readiness program applies to all hardware and software,
whether developed internally or purchased from an outside supplier. The Company
utilizes and is dependent upon data processing computer hardware and software to
conduct its business, and recently completed an upgrade of all such hardware and
software. Based on the Company's assessment to date, the Company believes its
computer systems are "Year 2000 compliant"; that is, capable of adequately
distinguishing 21st century dates from 20th century dates. However, there can be
no assurance that the Company has or will timely identify and remediate all
significant Year 2000 problems in its own computer systems, that remedial
efforts subsequently made will not involve significant time and expense, or that
such problems will not have a material adverse effect on the Company's business,
operating results and financial conditions.
The Company believes that if any systems need to be repaired or replaced the
repair or replacement would be minimal and could be handled within our normal
budget for computer system upgrades and replacements. Costs incurred to date for
system remediation have not been material. The Company is encouraging its
customers and suppliers to take the appropriate precautionary steps necessary to
ensure their computers systems are Year 2000 compliant, well in advance of the
January 1, 2000 timeframe. However, the Company believes that financial exposure
to the Company of the failure of any one customer to be Year 2000 compliant is
limited. Should a number of customers not be Year 2000 compliant, or should a
number of the Company's customers be negatively impacted by Year 2000 problems,
the negative consequences to the Company's customers could have a material
adverse effect on the Company's business, financial position, and results of
operation.
The Company has currently made limited efforts to determine the extent of and
minimize the risk that the computer systems of the Company's suppliers or
customers are not Year 2000 compliant, or will not become compliant on a timely
basis. If Year 2000 problems prevent any of the Company's suppliers from timely
delivery of products or services required by the Company, the Company's
operating results could be materially adversely affected. Further, if the
Company's customers face Year 2000 problems that result in the deferral or
cancellation of such customers' purchases of the Company's products and
services, the Company's business, operating results and financial conditions
could be materially adversely affected.
9
The foregoing statements are intended to be and are hereby designated "Year 2000
Readiness Disclosure" statements within the meaning of the Year 2000 Information
and Readiness Disclosure Act.
PART II
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of stockholders on Monday, May 10,
1999, at 9:30 a.m. at its principal executive offices in Orlando,
Florida. The Company's stockholders elected the slate of directors
recommended by the Board of Directors by a vote of 3,972,081 for and
9,440 withheld and ratified and approved the appointment of Ernst &
Young LLP as the Company's independent auditors by a vote of 3,972,131
for, 9,390 withheld, and 0 abstaining. There were no broker non-votes
for either matter.
Item 6. Exhibits and Reports on Form 8-K
(a) 27 Financial data schedule
(b) The Company did not file any current reports on Form 8-K during the
three months ended March 31, 1999.
10
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunder duly authorized.
SUPER VISION INTERNATIONAL, INC.
By: /s/Brett M. Kingstone Date: May 14, 1999
-----------------------------------------------------
Brett M. Kingstone, Chief Executive Officer
(Principal Executive Officer)
By: /s/John P. Stanney Date: May 14, 1999
------------------------------------------------------
John P. Stanney, President and Chief Financial Officer
(Principal Financial and Accounting Officer)
11