SUPER VISION INTERNATIONAL INC
10QSB, 1998-05-15
DRAWING & INSULATING OF NONFERROUS WIRE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                    --------

         [x] QUARTERLY REPORT PURSUANT SECTION 13 or 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

         For the quarter ended March 31, 1998

         [ ] 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.
        (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, 1998:
         Class A Common Stock, $.001
           par value                             1,770,049 shares
         Class B Common Stock, $.001
           par value                               483,264 shares

                  Traditional Small Business Disclosure Format

                        Yes X                     No
                           ---                      ---

                        SUPER VISION INTERNATIONAL, INC.



<PAGE>   2


                        SUPER VISION INTERNATIONAL, INC.

                              INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>




<S>            <C>                                                                                                   <C>
PART I.                FINANCIAL INFORMATION                                                                         Page

                  Item 1.   Financial Statements

                       Condensed Financial Statements:

                       Condensed Balance Sheets as of March 31, 1998 and December 31, 1997                              1

                       Condensed Statements of Income for the Three Months Ended March 31,
                         1998 and 1997                                                                                  2

                       Condensed Statement of Stockholders' Equity                                                      3

                       Condensed Statements of Cash Flows for the Three Months Ended March 31,
                         1998 and 1997                                                                                  4

                       Notes to Condensed Financial Statements                                                          5

                  Item 2.    Management's Discussion and Analysis of Financial Condition and 
                              Results of Operations                                                                     9

PART II.               OTHER INFORMATION

               Item 5.           Other information                                                                     11 

               Item 6.           Exhibits and Reports on Form 8-K                                                      11

SIGNATURES                                                                                                             12
</TABLE>












<PAGE>   3

SUPER VISION INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                 (UNAUDITED)
                                                                   MARCH 31,       DECEMBER 31,
                                                                     1998              1997
                                                                 ------------      ------------
                                ASSETS
<S>                                                              <C>               <C>         
Current Assets:
     Cash and cash equivalents                                   $  2,039,421      $  2,478,145
     Investments                                                      103,283           102,121
     Trade accounts receivable, less allowance for
         doubtful accounts of $123,231 and $156,517                 1,763,761         1,501,340
     Inventory                                                      2,490,807         2,142,754
     Advances to employees                                             23,047            14,313
     Deferred income taxes                                            119,185           119,185
     Other assets                                                     168,929            98,812
                                                                 ------------      ------------
               Total current assets                                 6,708,433         6,456,670

Property & Equipment                                                5,960,453         5,873,909
     Accumulated depreciation and amortization                       (647,935)         (526,436)
                                                                 ------------      ------------
                Net property & equipment                            5,312,518         5,347,473

Deposits on Equipment                                                   1,400              --
Deferred Income Taxes                                                  36,714            39,631
Other Assets                                                          183,415           183,034
                                                                 ------------      ------------

                                                                 $ 12,242,480      $ 12,026,808
                                                                 ============      ============

                 LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities:
     Accounts payable                                            $  1,158,164      $    935,943
     Accrued compensation and benefits                                 80,872            45,225
     Deposits                                                          34,208            97,839
                                                                 ------------      ------------
               Total current liabilities                            1,273,244         1,079,007

Obligation Under Capital Lease                                      3,154,189         3,148,359

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 authorized, 1,770,049 issued and
         outstanding                                                    1,770             1,770
     Class B common stock, $.001 par value, 3,389,134 shares
         authorized, 483,264 issued and outstanding                       483               483
     Additional paid-in capital                                     8,213,080         8,201,040
     Retained earnings (deficit)                                     (400,286)         (403,851)
                                                                 ------------      ------------
               Total stockholders' equity                           7,815,047         7,799,442
                                                                 ------------      ------------

                                                                 $ 12,242,480      $ 12,026,808
                                                                 ============      ============
</TABLE>

See accompanying notes to condensed financial statements.

                                       1
<PAGE>   4

SUPER VISION INTERNATIONAL, INC.

CONDENSED STATEMENTS OF INCOME - UNAUDITED

<TABLE>
<CAPTION>

                                                                THREE MONTHS
                                                               ENDED MARCH 31,
                                                            1998            1997
                                                        -----------      ----------
<S>                                                     <C>              <C>       
Revenues                                                $ 2,318,884      $2,203,871
                                                        -----------      ----------
Cost and Expenses:
     Cost of Sales                                        1,370,370       1,320,352
     Selling, general and administrative                    784,710         666,409
     Research and development                                78,081          48,819
                                                        -----------      ----------
               Total costs and expenses                   2,233,161       2,035,580
                                                        -----------      ----------

Operating Income                                             85,723         168,291
                                                        -----------      ----------

Non-Operating Income (Expense):
     Interest Income                                         32,636          38,316
     Interest Expense                                      (108,975)             --
     Loss on disposal of assets                              (2,902)             --
                                                        -----------      ----------
               Total non-operating income (expense)         (79,241)         38,316
                                                        -----------      ----------

Income Before Income Taxes                                    6,482         206,607

Income Tax Expense                                            2,917          57,944
                                                        -----------      ----------

Net Income                                              $     3,565      $  148,663
                                                        ===========      ==========

Income Per Common Share:

     Basic                                              $      0.01      $     0.09
                                                        ===========      ==========

     Diluted                                            $     0 .01      $     0.08
                                                        ===========      ==========
</TABLE>




See accompanying notes to condensed financial statements.

                                       2

<PAGE>   5

SUPER VISION INTERNATIONAL, INC.

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY - UNAUDITED

<TABLE>
<CAPTION>

                                                                              COMMON STOCK             
                                                             -------------------------------------------
                                                                    CLASS A                CLASS B         ADDITIONAL     RETAINED
                                                             --------------------     ------------------     PAID-IN      EARNINGS
                                                               SHARES      AMOUNT     SHARES      AMOUNT     CAPITAL      (DEFICIT)
                                                             ---------     ------     -------     ------   ----------     ---------

<S>                                                          <C>           <C>        <C>         <C>      <C>            <C>       
Balance, December 31, 1997                                   1,770,049     $1,770     483,264     $483     $8,201,040     $(403,851)

Issue common stock
  warrants                                                          --         --          --       --         12,040            --

Net income for the three months
  ended, March 31, 1998                                             --         --          --       --             --         3,565
                                                             ---------     ------     -------     ----     ----------     ---------

Balance, March 31, 1998                                      1,770,049     $1,770     483,264     $483     $8,213,080     $(400,286)
                                                             =========     ======     =======     ====     ==========     =========
</TABLE>



See accompanying notes to condensed financial statements.


                                       3


<PAGE>   6


SUPER VISION INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED
<TABLE>
<CAPTION>

                                                                      THREE MONTHS
                                                                      ENDED MARCH 31,
                                                                  1998             1997
                                                              -----------      -----------
<S>                                                           <C>              <C>        
Cash Flows from Operating Activities:
  Net income                                                  $     3,565      $   148,663
                                                              -----------      -----------

  Adjustments to reconcile net income to net cash used
    in operating activities:
         Depreciation                                             121,499           54,601
         Loss on disposal of fixed assets                           2,902               --
         Amortization of intangible assets                          1,822               --
         Accretion of capital lease obligation                      5,830               --
         Deferred income tax                                        2,917               --
         Issue common stock warrants                               12,040               --
         Changes in operating assets and liabilities:
            (Increase) decrease in:
               Accounts receivable, net                          (262,421)         417,706
               Inventory                                         (348,053)        (584,196)
               Other assets                                       (78,851)        (229,287)
            Increase (decrease) in:
                 Accounts payable                                 222,221          172,037
                 Accrued compensation and benefits                 35,647               --
                 Accrued and other liabilities                         --         (197,106)
                 Deposits                                         (63,631)         (32,145)
                                                              -----------      -----------
                   Total adjustments                             (348,078)        (398,390)
                                                              -----------      -----------
                   Net cash used in operating activities         (344,513)        (249,727)
                                                              -----------      -----------

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                       (90,946)         (24,282)
  Acquisition of patents and trademarks                            (2,203)          (8,911)
  Deposits on equipment                                            (1,400)              --
                                                              -----------      -----------
                   Net cash used in investing activities          (94,211)         (33,193)
                                                              -----------      -----------

Cash Flows from Financing Activities:
  Issuance costs                                                       --          (15,000)
                                                              -----------      -----------
                   Net cash used in financing activities               --          (15,000)
                                                              -----------      -----------

Net Decrease in Cash and Cash Equivalents                        (438,724)        (297,920)

Cash and Cash Equivalents, beginning of period                  2,478,145        3,327,965
                                                              -----------      -----------

Cash and Cash Equivalents, end of period                      $ 2,039,421      $ 3,030,045
                                                              ===========      ===========
</TABLE>


See accompanying notes to condensed financial statements.

                                       4
<PAGE>   7


SUPER VISION INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

For the Three-Month Periods Ended March 31, 1998 and 1997


1.      BASIS OF PRESENTATION:

         In the opinion of the Company, the accompanying unaudited 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 April 13, 1998, filed with the Securities
         and Exchange Commission.

         As of January 1, 1998, the Company adopted Statement 130, Reporting
         Comprehensive Income. Statement 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 loss or shareholders' equity for 1998 or 1997.


2.       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
         250,000 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, 1998:

<TABLE>
<CAPTION>


                                                   OPTIONS            NUMBER         OPTION
                                                AVAILABLE FOR           OF            PRICE
                                                FUTURE GRANT          SHARES        PER SHARE
                                               ---------------       --------     -------------

           <S>                                 <C>                    <C>         <C> 
           Balance, January 1, 1998                22,702             272,095     $5.00 - $9.25

                         Options granted           (5,500)              5,500     $5.00 - $9.25
                         Options exercised             --                  --
                         Options cancelled            300                (300)    $6.88
                                               ---------------       --------  

           Balance, March 31, 1998                 17,502             277,295  
                                               ===============       ========  
</TABLE>


         Options granted vest ratably over a three-year period or vest based on
         achievement of performance criteria. As of March 31, 1998, 153,202
         options were vested and exercisable.

                                       5

<PAGE>   8

SUPER VISION INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

For the Three-Month Periods Ended March 31, 1998 and 1997


3.       INCOME TAXES:

         The components of the net deferred tax asset recognized in the
         accompanying balance sheet at March 31, 1998 are as follows:
<TABLE>

                    <S>                        <C>       
                    Deferred tax liability     $(133,384)
                    Deferred tax asset           372,917
                    Valuation allowance          (83,629)
                                               ---------
                                               $ 155,899
                                               =========
</TABLE>



         The types of temporary differences between the tax basis of assets and
         liabilities and their financial statement reporting amounts are
         attributable principally to depreciation methods, deferred gains, and
         different accounting methods used.

         As of March 31, 1998, the Company had approximately $667,000 in net
         operating loss carryforwards for federal and state income tax purposes,
         which expire in 2012.




4.       INVENTORY:

         Inventory at March 31, 1998 and December 31, 1997 consisted of the
         following components:

<TABLE>
<CAPTION>

                                                             MARCH 31,      DECEMBER 31,
                                                               1998             1997
                                                           -----------      -----------

                    <S>                                    <C>              <C>        
                    Raw materials                          $ 1,873,429      $ 1,635,278
                    Work in progress                                --               --
                    Finished goods                             669,423          559,521
                                                           -----------      -----------
                                                             2,542,852        2,194,799
                    Less: Reserve for excess inventory         (52,045)         (52,045)
                                                           -----------      -----------
                                                           $ 2,490,807      $ 2,142,754
                                                           ===========      ===========
</TABLE>


                                       6


<PAGE>   9







SUPER VISION INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

For the Three-Month Periods Ended March 31, 1998 and 1997


5.       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:

<TABLE>

         <S>                               <C>        
         Office/Warehouse building         $ 3,081,000
         Less accumulated amortization        (153,347)
                                           -----------
                                           $ 2,927,653
                                           ===========
</TABLE>


         Future minimum annual lease payments for the five years subsequent to
         March 31, 1998 and in the aggregate are as follows:

<TABLE>

                      <S>                                                                             <C>    
                      1999                                                                              496,740
                      2000                                                                              570,150
                      2001                                                                              581,520
                      2002                                                                              605,750
                      2003                                                                              610,596
                      2004 and thereafter                                                             6,407,679
                                                                                                     ----------

                      Minimum lease payments                                                          9,272,435
                      Less amount representing interest and executory costs                          (6,118,246)
                                                                                                    -----------

                      Present value of net minimum lease payments under capital lease               $ 3,154,189
                                                                                                    ===========
</TABLE>


         Deposits paid under this lease agreement totaled $58,167 at March 31,
         1998.


                                       7



<PAGE>   10





SUPER VISION INTERNATIONAL, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

For the Three-Month Periods Ended March 31, 1998 and 1997


6.       Earnings Per Share:

         In 1997, the FASB issued SFAS No. 128, Earnings per Share. This
         statement replaced the calculation of primary and fully diluted
         earnings per share with basic and diluted earnings per share. Unlike
         primary earnings per share, basic earnings per share excludes any
         dilutive effects of options, warrants and convertible securities.
         Diluted earnings per share are very similar to the previously reported
         fully diluted earnings per share. All earnings per share amounts for
         all periods have been presented, and where appropriate, restated to
         conform to the Statement 128 requirements. The following table sets
         forth the computation of basic and diluted earnings per share:


<TABLE>
<CAPTION>

                                                             FOR THE THREE MONTHS ENDED
                                                                       MARCH 31,
                                                                 1998           1997
                                                              ----------     ----------
               <S>                                            <C>            <C>       
               Numerator:
               Net income (numerator for basic and
                  diluted earnings per share)                 $    3,565     $  148,663
                                                              ----------     ----------
               Denominator:
               Denominator for basic earnings per share
                  -weighted average shares                     1,770,049      1,680,946

               Effect of dilutive securities:
                  Options                                             --         27,781
                  Warrants                                            --        154,208
                                                              ----------     ----------
                  Dilutive potential shares                           --        181,989
               Denominator for diluted earnings per share
                  -adjusted weighted average shares            1,777,619      1,862,935

               Basic earnings per share                       $     0.01     $     0.09
                                                              ==========     ==========

               Diluted earnings per share                     $     0.01     $     0.08
                                                              ==========     ==========
</TABLE>


         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.

                                       8

<PAGE>   11

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
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, 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 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 ("1998 quarter") ended March 31, 1998 were
approximately $2,319,000 as compared to approximately $2,204,000 for the three
months ("1997 quarter") ended March 31, 1997. This represented an increase of
5%. The increase in revenues is primarily attributable to continued increases in
sales of the Company's pool and spa lighting products. The Company's exclusive
distributor in the pool and spa industry, Hayward Pool Products ("Hayward"),
pursued several channel management strategies designed to increase distribution
of the Company's products. The Company participated in these programs by
offering special credit arrangements, among other items. The Company noted that
growth in the sign market and commercial lighting areas were below expectations.
The Company is pursuing several product strategies to increase revenues in these
markets, including targeted new product development and distribution
relationships. The Company intends to continue efforts to penetrate the
commercial lighting and sign company markets due to the large potential market
for the Company's products in these industries. Revenues during the 1997 quarter
included approximately $830,000 of revenue recognized under a long-term contract
completed in May 1997 for what the Company believes to be the world's largest
custom fiber optic display. Management believes the overall market available to
fiber optic lighting products continues to increase as the commercial, sign and
pool and spa industries become aware of the benefits and applications of fiber
optics in these market segments.

Cost of sales were approximately $1,370,000, or 59% of revenues, during the 1998
quarter as compared to approximately $1,320,000, or 60% of revenues, for the
1997 quarter. The gross margin was 41% for the 1998 quarter as compared to 40%
for the 1997 quarter. Gross margins for the 1998 quarter were slightly improved
due to process improvements in the Company's manufacturing methods which were
implemented in late 1997, particularly in the area of light source assembly.
Automation of previously labor intensive processes as well as utilization of
progressive assembly methodologies reduced cycle times on various product lines
by as much as 50%. Additionally, implementation of KANBAN inventory purchasing
models and point of use inventory storage also contributed to cost reductions
and improved gross margin experience. The improvements in gross margin were
partially offset by the increased fixed overhead costs resulting from the
Company's relocation in August 1997 from its previous facilities totaling 27,000
square feet to its new facility of 70,000 square feet. Fixed overhead costs
include rent, utilities, insurance and other costs of facility maintenance and
operation. Management believes that the increased costs associated with the new
facility are necessary for the Company to effectively compete in the market and
to service the potential increased sales volumes which Management believes may
result from continued marketing and sales efforts.

Selling, general and administrative expenses were approximately $785,000 during
the 1998 quarter as compared to approximately $666,000 for the 1997 quarter.
This represented an increase of 18%. During the 1998 quarter, the Company
attended several trade shows in selected new target markets which management
believes may result in future revenue growth for the Company. The Company has
developed certain products specifically for these target markets and expenses
were incurred during the 1998 quarter to introduce these products at selected
trade shows. Additionally, the Company had increased personnel levels during
late 1997 in the areas of Sales, Marketing, and Customer Service in order to
more effectively penetrate and service the selected markets for the Company's
products.

Research and development costs were approximately $78,000 during the 1998
quarter as compared to approximately

                                       9

<PAGE>   12

$49,000 during the 1997 quarter. This represented an increase of 59%. The
Company has increased personnel levels in the area of research and development
in order to shorten development time of several new light sources, as well as
custom modifications to existing products to meet market requests. Additionally,
the Company has added personnel to pursue a cost reduction and re-engineering
program in several core product categories to reduce manufacturing costs of
these product lines and thereby enhance profit margins on these lines. Further
increases in costs were incurred in the development of products designed to
unique customer specifications under rapid development cycles, which the Company
is now marketing to specific niche target markets. 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.

Interest income is derived from the short-term investments of liquid cash
balances in low risk commercial paper and money market funds. Net interest
income for the 1998 quarter was approximately $33,000 as compared to
approximately $38,000 for the 1997 quarter. The decrease is attributable to
lower average cash balances available for investment during the 1998 quarter.
The Company utilized cash during the 1998 quarter to offer extended credit terms
to pool and spa customers through the Hayward builder incentive plan, and to
expand inventories to accommodate planned future revenue growth.

Interest expense increased from approximately $0 for the 1997 quarter to
approximately $109,000 for the 1998 quarter. The increase is attributable to the
accounting treatment for the lease on the Company's new facility as a capital
lease under Statement of Financial Accounting Standards No. 13, Accounting for
Leases.

Provision for income taxes as a percentage of pre-tax income was 45% for the
1998 quarter compared to 28% for the 1997 quarter.

The net income for the 1998 quarter was approximately $3,565 or $.01 per diluted
common share, as compared to net income of approximately $149,000, or $.08 per
common share, in the 1997 quarter. The decrease is primarily due to increased
overhead costs associated with the Company's new facility and increased expenses
in the areas of sales, marketing and research and development.

Liquidity and Capital Resources

At March 31, 1998, the Company had working capital of approximately $5,435,000.

Cash and investments decreased by approximately $439,000 during the 1998
quarter. Inventory increased by approximately $348,000 during the 1998 three
months. Inventory was expanded in order to ensure availability of finished
goods, primarily in the pool and spa product line. Accounts receivable increased
by approximately $262,000, primarily as a result of extended financing terms
made available to Hayward. Other assets increased by approximately $79,000. The
increase was primarily due to payment of deposits on booth space at trade shows.
Deposits on orders decreased by approximately $64,000. In the past, the Company
had required deposits on orders prior to order acceptance. As the Company's
customer mix has evolved, the Company has modified its credit terms to industry
standards for qualified customers. Accounts payable increased by approximately
$222,000 as a result of inventory expansion to support anticipated demand for
the Company's pool and spa products during the spring and summer building
season. Net equipment and furniture increased by approximately $35,000 due to
the acquisition of additional computer equipment and office furniture purchased
to support increased personnel levels.

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 B 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.

                                       10

<PAGE>   13

                                     PART II
<TABLE>


<S>      <C>                             
Item 5.  Other Information

         The Company held its annual meeting of stockholders on Friday, May 8,
         1998, 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, approved the amendments to the
         Company's 1994 Stock Option Plan and ratified and approved the
         appointment of Ernst & Young, LLP as the Company's independent
         auditors. Due to the short period of time between the receipt of the
         Company's proxy statement by the stockholders and the date of the
         annual meeting, an insufficient number of proxies were received by the
         Company to constitute a quorum for the purposes of taking action upon
         proposal number 3, the amendment to the Company's Certificate of
         Incorporation. Therefore, consideration of proposal number 3 was
         adjourned for a period of two weeks to give stockholders an additional
         opportunity to return their proxies to the Company. Proposal number 3
         shall be taken up on Friday, May 22, 1998, at 9:30 a.m. at the
         Company's executive offices.


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, 1998.
</TABLE>

                                       11
<PAGE>   14


In accordance with the requirements 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 13, 1998
   ---------------------------------------------
     Brett M. Kingstone, Chief Executive Officer

     (Principal Executive Officer)





By:  /s/John P. Stanney                                      Date: May 13, 1998
   --------------------------------------------------------
     John P. Stanney, President and Chief Financial Officer

     (Principal Financial and Accounting Officer)


                                       12

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SUPER VISION INTERNATIONAL, INC. FOR THE THREE MONTHS
ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       2,039,421
<SECURITIES>                                   103,283
<RECEIVABLES>                                1,763,761
<ALLOWANCES>                                   123,231
<INVENTORY>                                  2,490,807
<CURRENT-ASSETS>                             6,708,433
<PP&E>                                       5,960,453
<DEPRECIATION>                                (647,935)
<TOTAL-ASSETS>                              12,242,480
<CURRENT-LIABILITIES>                        1,273,244
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         2,253
<OTHER-SE>                                   8,231,080
<TOTAL-LIABILITY-AND-EQUITY>                12,242,480
<SALES>                                      2,318,884
<TOTAL-REVENUES>                             2,318,884
<CGS>                                        1,370,370
<TOTAL-COSTS>                                2,233,161
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             108,975
<INCOME-PRETAX>                                  6,482
<INCOME-TAX>                                     2,917
<INCOME-CONTINUING>                              3,565
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,565
<EPS-PRIMARY>                                     0.01
<EPS-DILUTED>                                     0.01
        

</TABLE>


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