SUPER VISION INTERNATIONAL INC
10QSB, 1999-11-15
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 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.
       -----------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)

              Delaware                                59-3046866
 -------------------------------       ---------------------------------------
 (State or Other Jurisdiction of       (I.R.S. Employer Identification Number)
  Incorporation or Organization)

                             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 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.


<PAGE>   2


                        SUPER VISION INTERNATIONAL, INC.

                              INDEX TO FORM 10-QSB

<TABLE>
<CAPTION>

                                                                                                          Page
<S>          <C>                                                                                          <C>
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
</TABLE>




<PAGE>   3

SUPER VISION INTERNATIONAL, INC.

CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                     (UNAUDITED)
                                                                    SEPTEMBER 30,           DECEMBER 31,
                                                                         1999                   1998
                                                                    -------------           ------------
<S>                                                                 <C>                     <C>
                          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
                                                                    ============           ============
</TABLE>

See accompanying notes to unaudited condensed financial statements.




                                       1

<PAGE>   4


SUPER VISION INTERNATIONAL, INC.

CONDENSED STATEMENTS OF OPERATIONS - UNAUDITED

<TABLE>
<CAPTION>

                                                              THREE MONTHS                                 NINE MONTHS
                                                           ENDED SEPTEMBER 30,                        ENDED SEPTEMBER 30,
                                                       1999                  1998                 1999                   1998
                                                   -----------           -----------           -----------           -----------
<S>                                                <C>                   <C>                   <C>                   <C>
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)
                                                   ===========           ===========           ===========           ===========
</TABLE>

See accompanying notes to unaudited condensed financial statements.




                                       2

<PAGE>   5

SUPER VISION INTERNATIONAL, INC.

CONDENSED STATEMENTS OF CASH FLOWS - UNAUDITED

<TABLE>
<CAPTION>

                                                                                   NINE MONTHS
                                                                               ENDED SEPTEMBER 30,
                                                                             1999             1998
                                                                         -----------      -----------
<S>                                                                      <C>              <C>
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
                                                                         ===========      ===========
</TABLE>

See accompanying notes to unaudited condensed financial statements.




                                       3

<PAGE>   6

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:

<TABLE>
<CAPTION>

                                             SEPTEMBER 30,    DECEMBER 31,
                                                  1999            1998
                                             -------------    ------------
      <S>                                    <C>              <C>

      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
                                             ===========      ===========
</TABLE>




                                       4

<PAGE>   7

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:

<TABLE>
<CAPTION>

      <S>                               <C>

      Office/Warehouse building         $ 3,081,000
      Less accumulated amortization        (461,728)
                                        -----------
                                        $ 2,619,272
                                        ===========
</TABLE>

   Future minimum annual lease payments for the remainder of and years
   subsequent to September 30, 1999 and in the aggregate are as follows:

<TABLE>
<CAPTION>

     <S>                                                               <C>
     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
                                                                       ===========
</TABLE>

   Deposits paid under this lease agreement totaled $58,167 at September 30,
   1999.




                                       5
<PAGE>   8

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:

<TABLE>
<CAPTION>

                                             OPTIONS             NUMBER             OPTION
                                           AVAILABLE FOR           OF                PRICE
                                           FUTURE GRANT          SHARES            PER SHARE
                                           -------------        -------          -------------
        <S>                                <C>                  <C>              <C>
        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
                                            =======             =======
</TABLE>

   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

<PAGE>   9

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":

<TABLE>
<CAPTION>

                                               FOR THE THREE MONTHS              FOR THE NINE MONTHS
                                                ENDED SEPTEMBER 30,              ENDED SEPTEMBER 30,
                                               1999            1998             1999              1998
                                           -----------      -----------      -----------      -----------
      <S>                                  <C>              <C>              <C>              <C>
      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)
                                           ===========      ===========      ===========      ===========
</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.

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
<PAGE>   10

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

<PAGE>   11

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

<PAGE>   12

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

<PAGE>   13

                                    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

<PAGE>   14

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

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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                       2,560,528
<SECURITIES>                                         0
<RECEIVABLES>                                1,486,316
<ALLOWANCES>                                   106,416
<INVENTORY>                                  2,809,917
<CURRENT-ASSETS>                             6,927,885
<PP&E>                                       6,406,920
<DEPRECIATION>                              (1,467,249)
<TOTAL-ASSETS>                              12,294,336
<CURRENT-LIABILITIES>                        1,115,001
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                                0
                                          0
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<OTHER-SE>                                  10,310,256
<TOTAL-LIABILITY-AND-EQUITY>                12,294,336
<SALES>                                      6,953,962
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<TOTAL-COSTS>                                7,092,388
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             333,271
<INCOME-PRETAX>                               (374,549)
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<CHANGES>                                            0
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<EPS-BASIC>                                      (0.15)
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