SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ______________
Commission File No. 0-23590
SUPER VISION INTERNATIONAL, INC.
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(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 59-3046866
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(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
8210 Presidents Drive
Orlando, Florida 32809
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(Address of Principal Executive Offices)
(407) 857-9900
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(Issuer's Telephone Number, including area code)
Not Applicable
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(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 November 15, 1999:
Class A Common Stock, $.001
par value 2,053,168 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
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 1999 (unaudited) and
December 31, 1998 1
Condensed Statements of Operations for the Three and Nine Months Ended
September 30, 1999 and 1998 (unaudited) 2
Condensed Statements of Cash Flows for the Nine Months Ended September 30,
1999 and 1998 (unaudited) 3
Notes to Condensed Financial Statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
SUPER VISION INTERNATIONAL, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 2,560,528 $ 2,798,142
Trade accounts receivable, less allowance for
doubtful accounts of $106,416 at
September 30, 1999 and $142,576 at
December 31, 1998 1,486,316 915,570
Inventory 2,809,917 2,545,684
Advances to employees 3,695 7,206
Other assets 67,429 128,791
------------ ------------
Total current assets 6,927,885 6,395,393
Property and Equipment 6,406,920 6,168,397
Accumulated depreciation and amortization (1,467,249) (1,054,151)
------------ ------------
4,939,671 5,114,246
Construction in progress 235,040 259,201
------------ ------------
Net property and equipment 5,174,711 5,373,447
Other assets 191,740 191,062
============ ============
$ 12,294,336 $ 11,959,902
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,041,740 $ 338,700
Accrued compensation and benefits 28,747 134,423
Deposits 44,514 4,451
------------ ------------
Total current liabilities 1,115,001 477,574
Obligation under capital lease 3,186,452 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, 2,021,918 and 2,020,418
issued and outstanding at September 30, 1999 and
December 31, 1998, respectively 2,022 2,020
Class B common stock, $.001 par value, 3,389,134
shares authorized, 483,264 issued and outstanding 483 483
Additional paid-in capital 10,310,256 10,236,139
Accumulated deficit (2,319,878) (1,945,329)
------------ ------------
Total stockholders' equity 7,992,883 8,293,313
============ ============
$ 12,294,336 $ 11,959,902
============ ============
See accompanying notes to unaudited condensed financial statements.
1
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Revenues $ 2,284,842 $ 1,547,701 $ 6,953,962 $ 6,461,681
Cost and Expenses:
Cost of sales 1,394,844 1,114,936 4,487,473 4,144,158
Selling, general and administrative 705,932 864,893 2,170,132 2,581,748
Research and development 140,344 124,452 434,783 276,331
----------- ----------- ----------- -----------
Total costs and expenses 2,241,120 2,104,281 7,092,388 7,002,237
Operating Income (Loss) 43,722 (556,580) (138,426) (540,556)
Non-Operating Income (Expense):
Interest income 32,067 17,821 99,612 75,140
Interest expense (109,299) (106,338) (333,271) (325,325)
Loss on disposal of assets 0 (131) (2,464) (3,033)
----------- ----------- ----------- -----------
Total non-operating income
(expense) (77,232) (88,648) (236,123) (253,218)
Loss Before Income Taxes (33,510) (645,228) (374,549) (793,774)
Income Tax Expense -- (150,000) -- (96,917)
=========== =========== =========== ===========
Net Loss $ (33,510) $ (795,228) $ (374,549) $ (890,691)
=========== =========== =========== ===========
Net Loss Per Common Share:
Basic $ (0.01) $ (0.36) $ (0.15) $ (0.40)
=========== =========== =========== ===========
Diluted $ (0.01) $ (0.36) $ (0.15) $ (0.40)
=========== =========== =========== ===========
See accompanying notes to unaudited condensed financial statements.
2
SUPER VISION INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
NINE MONTHS
ENDED SEPTEMBER 30,
1999 1998
----------- -----------
Cash Flows from Operating Activities:
Net loss $ (374,549) $ (890,691)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 427,818 395,942
Loss on disposal of fixed assets 2,464 3,303
Increase (decrease) in capital lease
obligation (2,563) 30,090
Deferred income tax -- 96,917
Issuance cost 68,220 36,239
Changes in operating assets and
liabilities:
(Increase) decrease in:
Accounts receivable, net (570,746) 606,109
Inventory (264,233) (758,968)
Advances to employees and
other assets 62,694 (84,300)
Increase (decrease) in:
Accounts payable 703,040 (496,400)
Accrued compensation and
benefits (105,676) 21,533
Deposits 40,063 (36,556)
----------- -----------
Total adjustments 361,081 (186,091)
----------- -----------
Net cash used in
operating activities (13,468) (1,076,782)
Cash Flows from Investing Activities:
Proceeds from investments -- 102,121
Proceeds from disposal of property and equipment 1,053 --
Purchase of property and equipment (251,182) (200,786)
Acquisition of patents and trademarks (4,075) (27,984)
Deposits on equipment 24,161 (96,520)
----------- -----------
Net cash used in
investing activities (230,043) (223,169)
Cash Flows from Financing Activities:
Proceeds from exercise of employee stock options 5,897 --
----------- -----------
Net cash provided by
financing activities 5,897 --
----------- -----------
Net Decrease in Cash and Cash Equivalents (237,614) (1,299,951)
Cash and Cash Equivalents, beginning of period 2,798,142 2,478,145
----------- -----------
Cash and Cash Equivalents, end of period $ 2,560,528 $ 1,178,194
=========== ===========
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 Super Vision International, Inc. (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
Annual Report on Form 10-KSB, dated March 16, 1999, as 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 September 30, 1999 and December 31, 1998 consisted of the
following components:
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- ------------
Raw materials $ 2,257,801 $ 1,562,670
Work in progress 25,540 65,107
Finished goods 682,391 1,073,722
----------- -----------
2,965,732 2,701,499
Less: Reserve for excess inventory (155,815) (155,815)
----------- -----------
$ 2,809,917 $ 2,545,684
=========== ===========
4
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
3. LONG TERM OBLIGATION:
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
extending through June 15, 2012. Assets recorded under capital lease and
included in property and equipment are as follows:
Office/Warehouse building $ 3,081,000
Less accumulated amortization (461,728)
-----------
$ 2,619,272
===========
Future minimum annual lease payments for the remainder of and years
subsequent to September 30, 1999 and in the aggregate are as follows:
1999 $ 145,382
2000 581,520
2001 598,481
2002 610,596
2003 620,664
2004 and thereafter (aggregate) 5,912,715
-----------
Minimum lease payments 8,469,358
Less amount representing interest and executory costs (5,282,906)
-----------
Present value of net minimum lease payments under capital lease $ 3,186,452
===========
Deposits paid under this lease agreement totaled $58,167 at September 30,
1999.
5
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
4. STOCK OPTION PLAN:
The Company has a stock option plan that provides for the grant of incentive
stock options and nonqualified stock options in an amount up to 450,000
shares of the Company's Class A common stock. The option price must be at
least 100% of market value at the date of the grant.
The following table summarizes activity under the stock option plan for the
nine-month period ended September 30, 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 (87,200) 87,200 $4.00 - $5.94
Options exercised - (1,500) $3.00 - $4.00
Options cancelled 7,600 (7,600) $3.00 - $7.94
------- -------
Balance, September 30, 1999 30,768 362,529
======= =======
All of the options granted vest ratably over a three-year period or vest
based on achievement of performance criteria. As of September 30, 1999,
198,198 options were vested and exercisable.
6
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED
5. EARNINGS (LOSS) 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 FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Numerator:
Net loss (numerator for basic
and diluted earnings per share) $ (33,510) $ (795,228) $ (374,549) $ (890,691)
Denominator:
Denominator for basic earnings
per share 2,478,076 2,227,183 2,478,076 2,227,183
-weighted average shares
Effect of dilutive securities:
Options -- -- -- --
Warrants -- -- -- --
----------- ----------- ----------- -----------
Dilutive potential shares -- -- -- --
Denominator for diluted earnings
per share-adjusted weighted
average shares 2,478,076 2,227,183 2,478,076 2,229,183
=========== =========== =========== ===========
Basic loss per share $ (0.01) $ (0.36) $ (0.15) $ (0.40)
=========== =========== =========== ===========
Diluted loss per share $ (0.01) $ (0.36) $ (0.15) $ (0.40)
=========== =========== =========== ===========
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), consistently applied,
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual
amounts could differ from those estimates.
7
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 for the three months ("1999 Third Quarter") and nine months ("1999
Nine Months") ended September 30, 1999 were approximately $2,285,000 and
$6,954,000, respectively. This compares with revenues for the three months
("1998 Third Quarter") and nine months ("1998 Nine Months") ended September 30,
1998 of approximately $1,548,000 and $6,462,000, respectively.
The 48% increase in the 1999 Third Quarter revenues as compared to the 1998
Third Quarter was due to significant improvement in all markets. International
sales showed the most significant increase.
The 8% increase in revenues for the 1999 Nine Months compared to the 1998 Nine
Months was due to volume increases in all market groups except the pool and spa
market which continues to be soft.
Cost of sales for the 1999 Third Quarter was approximately $1,395,000 or 61% of
revenues. For the 1999 Nine Months cost of sales was approximately $4,487,000
or 65% of revenues and approximately $4,144,000 or 64% of revenues for the 1998
Nine Months. Gross profit was 39% of revenues for the 1999 Third Quarter as
compared to 28% in the 1998 Third Quarter. Gross profit was approximately 35%
in the 1999 Nine Months period and 36% in the 1998 Nine Months period. The
significant improvement in the 1999 Third Quarter mainly reflects the favorable
effect of fixed overhead absorption on higher revenues.
Selling, general and administrative expenses ("SG&A" expenses) for the 1999
Third Quarter were approximately $706,000, compared to $865,000 for the 1998
Third Quarter, a decline of 18% which is accounted for primarily by lower
selling and marketing expenses. SG&A expenses were approximately $2,170,000 for
the 1999 Nine Months compared to $2,582,000 for the 1998 Nine Months, or a
decline of 16%. As a result, SG&A expenses were 3l% of sales for the 1999 Nine
Months, compared to 40% of sales for the 1998 Nine Months period, and reflects
across the board improvements in sales, marketing and administrative costs. The
reduced expenses include the effect of selling through the Company's marketing
partners, Cooper Lighting, a division of Cooper Industries, Inc., and Hayward
Pool Products, Inc.
Legal expenses were approximately $70,000 for the 1999 Nine Months, as compared
to $89,000 for the 1998 Nine Months. Management expects that additional legal
costs may be incurred relating to several law suits. These suits include a
previously reported complaint filed by the Company against a domestic company
for patent infringement of its fiber optic cable as well as two suits filed
against the Company for breach of contract. See "Legal Proceedings" for further
information.
Research and development ("R&D") cost for the 1999 Third Quarter were
approximately $140,000 compared to $124,000 for the 1998 Third Quarter, an
increase of 13%. For the 1999 Nine Months, R & D expenses were approximately
$435,000 compared to the 1998 Nine Months of $276,000, an increase of 57%. The
increases in both periods are related to development of expanded product
offerings and the Company's efforts to maintain a leadership position in fiber
optic lighting technology.
A net loss of approximately $34,000 was incurred in the 1999 Third Quarter and
$375,000 for the 1999 Nine Months. These represented losses of $0.01 and $0.15,
respectively, per basic and diluted common share. Net
8
losses of approximately $795,000 and $891,000 were incurred in the 1998 Third
Quarter and the 1998 Nine Months respectively, or $0.36 and $0.40 per basic and
diluted common share.
The significantly improved net loss in the 1999 Third Quarter is due to
stronger revenues, improvement in gross margin, reduced operating expenses and
the absence of an income tax provision. The net loss for the 1999 Nine Months
was substantially less than the 1998 Nine Months due mainly to increased
revenues, reduced operating expenses and the absence of an income tax
provision.
Liquidity and Capital Resources.
At September 30, 1999 the Company had working capital of approximately
$5,813,000.
During the nine months ended September 30, 1999, cash and cash equivalents
decreased by approximately $238,000. Accounts receivable increased by
approximately $571,000, which was due to a combination of higher sales and an
increase in days revenue outstanding. Inventories increased by approximately
$264,000 mainly due to raw material purchases. Current liabilities increased by
approximately $637,000 due mainly to higher accounts payable relating to
inventory purchases and extended payment terms.
Escrowed Shares
In January 1994, the Company and certain stockholders of the Company entered
into an agreement providing for 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.
9
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 its 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.
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.
10
PART II
Item 1. Legal Proceedings
As previously reported, the Company filed a lawsuit (Case number
99-40110) on June 23, 1999 against Boston Optical in the federal
district court in Massachusetts for patent infringement of the
Company's fiber optic cable. This case has been settled and was
dismissed in November 1999.
WPI Electronics has filed a lawsuit against the Company for breach of
contract in the United States District court for the District of New
Hampshire (Case number C-99-426-B) relating to the delivery of goods.
The Company has filed a motion to dismiss this action and filed a
separate action against WPI in the U.S. District Court for the Middle
District of Florida (Case number 99-1248-CIV-ORL-18A) claiming that the
goods delivered by WPI Electronics were defective and seeking to
recover for inventory on hand and for goods previously returned but
already paid approximating $286,000.
On October 18, 1999 the Company entered into an Asset Purchase
Agreement with Oasis Falls and Maas Industries to acquire substantially
all of the assets of these businesses in exchange for 31,250 shares of
the Company's Class A Common Stock, par value $.00l per share. The
assets acquired include inventory, tooling, machinery and certain
intangible assets relating to tooling and intellectual property rights.
The Company also agreed to cause the dismissal with prejudice of a
pending lawsuit filed by the Company against Maas Industries, et al,
Ninth Judicial Circuit Case NO. C1-98-7737.
The Company is involved in various litigation which is not expected to
have a significant impact on operations or its financial position.
Legal Expenses were approximately $70,000 for the 1999 Nine Months as
compared to $89,000 for the 1998 Nine Months.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial data schedule
(b) The Company filed an 8-K on August 2, 1999 that included a press release
announcing (i) the resignation of John P. Stanney from his position as
the President and Chief Financial Officer of the Company, (ii) the
assumption by Brett Kingstone, the Company's founder and Chief Executive
Officer, of the title and position of President of the Company, and
(iii) the appointment of Jack Gallagher, a partner at Tatum CFO
Partners, LLP as interim Chief Financial Officer.
11
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: November 15, 1999
-------------------------------------------
Brett M. Kingstone, Chief Executive Officer
(Principal Executive Officer)
12