U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 0-23590
SUPER VISION INTERNATIONAL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 59-3046866
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation Or Organization) Identification No.)
8210 PRESIDENTS DR., ORLANDO, FLORIDA 32809
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(Address of Principal Executive Offices) (Zip Code)
(407) 857-9900
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12 (b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
CLASS A COMMON STOCK, $.001 PAR VALUE
-------------------------------------
(Title of Class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $11,654,167.
The aggregate market value of the Common Stock of the Registrant held by
non-affiliates of the Registrant computed by reference to the last sales price
at which the stock was sold on March 22, 2001 was $8,970,173.
As of December 31,2000, there were issued and outstanding: 2,065,543 shares of
Class A Common Stock, $.001 par value and 483,264 shares of Class B Common
Stock, $.001 par value
Transitional Small Business Disclosure form (check one):
Yes [ ] No [X]
Documents Incorporated by Reference:
Portions of the Company's proxy statement in connection with its Annual
Meeting of stockholders scheduled to be held on May 4, 2001 are incorporated by
reference in Part III. The Company's proxy statement will be filed within 120
days after December 31, 2000.
PART I
Item 1. Description of Business.
GENERAL
Super Vision International, Inc. (the "Company") is a world leader in
the design and manufacture of fiber optic lighting products, signs and displays
for applications in the signage, swimming pool, architectural, and retail
industries. The Company completed the initial public offering of its Class A
Common Stock in March 1994.
The Company was incorporated in Delaware on December 16, 1993 and is
the successor by merger to a Florida corporation of the same name, which was
incorporated in January 1991. The Company's executive offices are located at
8210 Presidents Dr., Orlando, Florida 32809 and its telephone number is (407)
857-9900.
PRODUCTS AND SERVICES
SIDE-GLOW(R)AND END GLOW(R)CABLES
The Company's SIDE-GLOW(R) fiber optic lighting cables are marketed as
an alternative to neon and other conventional lighting products, for use in
accent lighting, theme lighting and lighting areas where maintenance and
breakage are of concern to the end user. SIDE-GLOW(R) fiber optic lighting cable
is flexible and easy to install, is not prone to the breakage associated with
glass neon tubes and is energy efficient, providing significant savings in
electrical costs and maintenance. In addition, the cables can be combined with
standard or custom manufactured light sources and control systems to create
color changing patterns and unique lighting systems. The cables are offered in a
variety of diameters with a wide range of light sources.
END GLOW(R) cables are utilized to transmit cool, ultra violet and heat
free light from a remote light source to the object or area being lighted. The
Company markets its END GLOW(R) cables in conjunction with its line of light
sources and lighting accessories for a variety of applications from swimming
pool and spa lighting to display case lighting and residential landscape
lighting. END GLOW(R) cables allow for unique lighting of areas or objects with
the added benefits of fiber optics. Utilizing its state of the art fiber optic
cabling systems, the Company is able to custom manufacture END GLOW(R) cables to
user specifications, in order to deliver the required amount of light to the
object at the most affordable cost.
The Company's SIDE-GLOW(R) and END GLOW(R) cables have been
incorporated in diverse locations worldwide. Applications of these products can
be found in the following places: the world's largest fiber optically lit pool
in the Westin Hotel, St. John's, U.S. Virgin Islands; Universal Studios
CityWalk, Florida; the Coca-Cola sign in New York Times Square; and the Pepsi
Cola sign in Caracas, Venezuela.
During 2000, the Company's SIDE-GLOW(R) and END GLOW(R) cable products
accounted for approximately 40% of the Company's total revenues. The Company
believes that this product area offers the largest growth potential and,
therefore, the Company intends to devote the majority of its engineering, sales
and marketing efforts to expand this area of its business and the related light
sources product line described below.
LIGHT SOURCES
The Company manufactures a variety of light sources used in conjunction
with its SIDE-GLOW(R) and END GLOW(R) fiber optic cables and lighting
accessories to create full lighting systems. Each line of light sources was
created to meet specific market needs and applications. The light sources are
manufactured to meet the standards established by Underwriters Laboratories and
comparable certifying bodies worldwide. The Company currently manufactures
numerous standard catalog light sources for the following: endpoint fiber optic
applications and certain SIDE-GLOW(R) applications; swimming pool and
residential applications; display case and interior theme lighting industries;
and commercial lighting and signage. The Company also manufactures a wide
variety of custom light sources for specific market needs based on a survey of
the customer's lighting application.
2
The Company utilizes control systems with its light sources to allow
for customization of lighting systems. All of the Company's light sources are
designed to accept a variety of unique controller options, allowing the basic
light sources to meet a wide variety of market needs. Multiple light sources can
be sequenced using the Company's proprietary control systems to create special
lighting effects.
Light source product lines represented approximately 43% of the
Company's total revenue during 2000. The Company believes that maintaining a
competitively priced and commercially superior line of light sources is critical
to continued growth in all of the Company's product lines and markets. The
Company plans to devote significant resources to continue development of these
products and markets.
ENDPOINT SIGNS AND DISPLAYS
The Company designs, manufactures, and installs endpoint fiber optic
signs and custom displays for advertising, signage and point of purchase
displays. Custom patterns are created using sophisticated design tools and
software, which are then tailored to customer specifications. These patterns are
fed into automated equipment to produce drilled patterns in the subject
material. Fiber optic filaments are then placed, treated and gathered to a light
source. Utilizing a variety of techniques, the fibers are then ordered within
the light source and computer generated color disk assembly to create the
desired visual effects.
During 2000, endpoint signs and displays accounted for approximately 5%
of the Company's total revenues.
LIGHTING ACCESSORIES
The Company sells a variety of lighting accessories and fixtures for
use with its fiber optic cables and light sources. These fixtures include
underwater lens assemblies, display case fixtures, downlights and landscape
accessories. The accessories and fixtures are used to provide direct object
lighting, decorative accent lighting and special effect lighting. The Company
believes that providing these fixtures and accessories to the market enhances
the Company's ability to market its fiber optic products as a full lighting
package, as opposed to a component line.
During 2000, lighting accessories accounted for approximately 8% of the
Company's total revenues.
WATERFALLS
The Company designs and manufactures fiber optically lit waterfalls and
water features primarily used in swimming pools and spas, through its wholly
owned subsidiary, Oasis Waterfalls LLC. Oasis Waterfalls LLC accounted for
approximately 4% of the Company's total revenue.
SALES AND MARKETING
The Company's products are utilized in a wide variety of applications;
consequently, the Company utilizes numerous marketing channels and strategies to
address target users.
From November 1998 to October 2000, the Company operated under an
exclusive distribution, sales and marketing agreement with Cooper Lighting, Inc.
and Cooper Industries (Canada), Inc. (referred to collectively hereinafter as
"Cooper"), pursuant to which Cooper acquired the North American rights to
market, sell and distribute the Company's products to the architectural lighting
market. In consideration for these rights, Cooper and Cooper Canada collectively
agreed, in accordance with the terms of the Distributorship Agreement, to
purchase up to $47,075,000 of the Company's products over a five-year period.
The Company's products were marketed by Cooper under a new brand, Optiance by
Super Vision.
Effective July 10, 2000, Cooper notified the Company that Cooper did
not meet its minimum purchase commitment for the year ended December 31, 1999
and would not meet its purchase commitment for the year ending December 31,
2000, and further advised the Company that Cooper will not make up the
deficiencies pursuant to its option in the Distributorship Agreement to maintain
its exclusive sales rights in the Territory's Exclusive Market for the Company's
products. Upon this notification, the Company exercised its option to not excuse
the deficiency and terminated Cooper's exclusive rights to distribute, market
and sell the Company's products within the Territory's' Exclusive Market.
Effective midnight on October 31, 2000, Cooper's exclusive rights for sale of
the Company's products in the Territory's Exclusive Market terminated. The
Company derived approximately 13% of its total revenues from Cooper in 2000,
compared to approximately 26% in 1999.
3
As a result of this termination, the Company markets and distributes
its products through a network of approximately 90 individual lighting agencies
covering the United States and Canada. The independent lighting agencies provide
assistance in the lighting specification process and direct the customer to
purchase products from the Company.
Separate from the Distributorship Agreement with Cooper, the Company
received an order to supply outdoor lighting products from Regent Lighting
Corporation, an affiliate of Cooper. The Company derived approximately
$1,525,000 and 13% of its total revenues from Regent Lighting Corporation in
2000.
Since 1996, the Company has had an exclusive distribution and marketing
agreement with Hayward Pool Products ("Hayward"), the world's largest pool
products supplier, pursuant to which Hayward acquired the worldwide rights to
market and sell the Company's fiber optic swimming pool lighting products in the
pool and spa lighting market. The Company derived approximately 28% of its total
revenues from Hayward in 2000 compared to approximately 19% in 1999. The Company
was recently notified by Hayward of an alleged intentional violation by the
Company of the distributorship agreement to which the Company and Hayward are
parties as a result of the Company's sale of its products into the exclusive
swimming pool, spa and hot tub market granted to Hayward thereunder. Hayward has
informed the Company that it believes that the alleged violation is a material
and non-curable breach of the distributorship agreement. As a result, the
Company and Hayward have commenced negotiations with respect to the alleged
breach and the terms of their relationship. The Company expects that these
negotiations will lead to the termination of this relationship and the
distributorship agreement; however, there can be no assurance that the parties
will be able to negotiate an acceptable agreement regarding the foregoing.
The Company utilizes a combination of direct marketing and
manufacturer's representatives for its Signage product lines in order to reduce
end use costs. Endpoint signs and displays are also marketed direct to end
users, principally Fortune 500 companies worldwide.
International sales accounted for approximately 17% of the Company's
total revenues for 2000 compared to approximately 26% in 1999. The Company has
entered into exclusive and non-exclusive marketing and sales arrangements with
leading lighting companies in international territories. The Company provides
technical expertise and limited marketing support, while its international
distributors provide sales staff, local marketing, and product service. The
Company believes its international distributors are better able to service
international markets due to their understanding of local market conditions and
best business practices.
Additionally, the Company utilizes direct sales efforts to create
specific applications for the use of the Company's lighting products for large
national commercial and retail lighting projects, including original equipment
manufacturer (OEM) opportunities.
MANUFACTURING AND SUPPLIERS
The fiber optic strands used in the Company's endpoint signs and
displays as well as the production of its SIDE-GLOW(R) and END GLOW(R) cables
are purchased from several key suppliers. In October 1994, the Company entered
into a contract for the design and purchase of customized cabling and extrusion
equipment in order to produce its SIDE-GLOW(R) and END GLOW(R) cables. The
equipment became operational in December 1995. In August 1997, concurrent with
the Company's relocation to its new facility, the cabling and extrusion
equipment were upgraded and retrofitted to increase quality and production
capability. Revision of the manufacturing process has allowed the Company to
increase quality, improve capabilities and maintain process control. In November
1998, the Company was able to make process modifications, which yielded a 68%
improvement in light output of its SIDE-GLOW(R) cables, which the Company began
shipping in February 1999. The Company believes that as the volume of products
produced increases, this equipment may further reduce the manufacturing costs of
its SIDE-GLOW(R) and END GLOW(R) cables, and therefore allow the Company to
offer its products to the market at prices equivalent to neon lighting. In the
event the cabling and extrusion equipment are ever disabled for any period of
time, the Company would outsource the manufacturing of these products. The
Company manufactures the light sources and control systems used with its
SIDE-GLOW(R) and END GLOW(R) cables and endpoint displays in its facility in
Orlando, Florida. The designs of the light sources are considered proprietary,
and the Company has U.S. patents issued with respect to this design. All
endpoint displays are manufactured directly by the Company based on the clients'
specifications, or designed jointly with the Company's highly experienced
personnel. The Company believes its ability to offer a full range of products
and design, engineering and support services are unique in the market place, and
are important to its future prospects for growth.
The Company's strategy is to continue to reduce materials costs and
reduce its dependence on outside suppliers by expanding its manufacturing
capabilities and engineering its products around off the shelf components
combined with its proprietary designs. The Company continues to perform research
and development to further lower the cost of production of all existing
products. The Company also plans to develop additional products and identify new
markets and distribution channels.
4
The Company will continue to purchase the fiber optic strands from
several Japanese suppliers. While the Company believes alternative sources for
fiber optics are available to enable it to produce its endpoint signs and
displays, the SIDE-GLOW(R) and END GLOW(R) cables require fiber optic material
of a higher quality than the Company believes is currently available elsewhere.
RESEARCH AND PRODUCT DEVELOPMENT
The Company considers its ability to constantly improve existing
products, rapidly introduce new products to fill identified needs, and design
solutions for custom applications to be critical to its growth. The Company
believes this responsiveness to the market to be an important differentiating
factor, and will continue to seek rapid response to market trends. The Company
believes that the increasing market for fiber optic lighting products in general
may attract larger companies into the market with more capital and technical
personnel than the Company currently employs. Accordingly, the Company plans to
perform joint product development with its marketing partners to maintain its
competitive advantage and to defend its market position.
During 2000, the Company spent approximately $455,000 on engineering
and product development activities, as compared to approximately $544,000 in
fiscal 1999. The decline is mainly due to the cancellation of several product
development efforts in 1999. The Company feels its success will depend, in large
part, on its ability to continue to improve and enhance its existing products as
well as develop new products and applications for its technologies. In addition,
the Company believes it must improve gross margins on all product lines through
engineering and research.
The Company believes increased levels of spending on research and
development may be necessary to successfully develop a product which has the
brightness of neon and which can be sold at a comparable price. Additionally, as
new market opportunities are found, increased levels of product development may
be warranted to rapidly design, engineer and produce products to fill these
market needs.
COMPETITION
The Company currently faces competition from both traditional lighting
technologies such as neon and florescent lighting and from competitors
specifically engaged in fiber optic lighting. Additionally, the Company is aware
that several larger companies which are currently engaged in traditional
lighting technologies or lighting component manufacturing have announced their
intention of entering the fiber optic lighting market through acquisition or
formation of divisions or subsidiaries dedicated to penetrating the fiber optic
lighting market. There can be no assurance that a large conventional lighting
company will not enter the market and utilize its resources to capture
significant market share and adversely affect the Company's operating results.
Traditional lighting technologies have the advantage of a long history
of market acceptance and familiarity as compared to the Company's products. The
Company is actively seeking to educate its target markets as to the advantages
of fiber optic lighting systems and believes that achievement of this objective
is critical to its future.
The Company must also compete with traditional lighting on the issues
of maintenance costs, safety issues, energy usage, price and brightness. The
Company feels its products can effectively compete against traditional lighting
in the areas of maintenance costs, safety and energy consumption. The Company's
lighting systems offer the advantage of centralized light source maintenance for
lamp replacement. This feature is superior to other lighting systems, such as
neon, which require maintenance throughout the lighting system. Additionally,
the SIDE-GLOW(R) and END GLOW(R) cables are virtually maintenance and breakage
free, as opposed to neon and other comparable lighting products which experience
high breakage rates both in the field and in shipment. This reduced breakage
also results in an additional advantage in the area of safety. Further, the
Company's products result in a voltage free light, which is particularly
beneficial in wet and underwater applications, where risk of shock from
electricity in the lighted path is an issue. The Company's products also
eliminate the majority of heat and radiation at the light output, which can be
advantageous in applications where these factors may not be desirable,
particularly with respect to lighting accessories such as task lighting and
display case lighting.
The Company's products may not favorably compete with traditional
lighting on the basis of price for smaller lighting systems and in particular
with neon systems in smaller scale applications, which comprise a large portion
of the available market. Additionally, fiber optic lighting systems do not equal
neon's brightness in a cost-effective manner for many applications. In
applications calling for maximum brightness and competitive cost, the Company's
products may not be able to compete effectively with traditional lighting
products.
The Company currently faces competition from a defined number of
companies directly involved in the field of fiber optic lighting addressed by
the Company's SIDE-GLOW(R) and END GLOW(R) cables and light
5
source products. These companies utilize a similar technology to that used by
the Company and compete generally on the basis of price and quality. The Company
believes it may compete favorably in markets where price is the central issue.
The Company's quality control system will also allow the Company to compete on
the basis of quality of product and services delivered. There can be no
assurance, however, that the current competitors directly involved in this
industry or a new competitor will not develop processes or technology which will
allow them to decrease their costs, and consequently, erode the Company's price
advantage.
PATENTS AND PROPRIETARY RIGHTS
The Company considers its technology and procedures proprietary and
relies primarily on patent and trade secret laws and confidentiality agreements
to protect its technology and innovations. Employees of the Company, as well as
technical consultants who may be hired from time to time, enter into
confidentiality and/or invention assignment agreements and non-competition
agreements providing for non-disclosure of proprietary and trade secret
information of the Company and the assignment to the Company of all inventions,
improvements, technical information and suggestions relating in any way to the
business of the Company (whether patentable or not) which the employee or
consultant develops during the period of their employment or association with
the Company. Despite these restrictions, it may be possible for competitors or
customers to copy one or more aspects of the Company's products or obtain
information that the Company regards as proprietary. Furthermore, there can be
no assurance that others will not independently develop products similar to
those sold by the Company. The Company therefore believes that producing the
highest possible quality products at the most competitive prices is the best
means to protect against competitive innovations.
The Company has been issued a United States patent relating to the
reflective center core used in the process of manufacturing its SIDE-GLOW(R)
cables and has received Patent Cooperation Treaty protection of this patent
overseas. The Company also has two United States patents on methods of
manufacturing alternative versions of fiber optic cables. Additionally, the
Company has acquired a United States patent related to the method of
manufacturing a fiber optic image magnification device. While there is no
guarantee that this patent can be developed into a commercially viable product,
the Company believes that expansion of the applications for its fiber optic
technologies are important to the possible achievement of future growth
objectives. The Company has a fifth patent related to its light source
technology and a device for connecting fiber optic cables to the light source.
The Company also has several patent applications pending with respect to a
variety of new product innovations and manufacturing methods.
The Company will continue to seek patent protection where appropriate
for future developments, improvements and enhancements to its technology. There
can be no assurance, however, that the Company's patent or patents that may be
issued in the future will provide the Company with sufficient protection in the
case of an infringement of its technology or that others will not independently
develop technology comparable or superior to the Company's. Although the Company
believes that the products sold by it do not and will not infringe upon the
patents or violate the proprietary rights of others, it is possible that such
infringement or violation has occurred or may occur. In the event that products
sold by the Company are deemed to infringe upon the patents or proprietary
rights of others, the Company could be required to modify its products or obtain
a license for the manufacture and/or sale of such products.
The Company has obtained approval for a registered trademark for the
"Super Vision" name, and has filed for a European community trademark.
Additionally, the Company has obtained registered trademarks on the brand names
SIDE-GLOW(R) and END GLOW(R) related to the Company's fiber optic cables, and
European community trademark applications have been filed as well. The Company
believes the trademarks may help in its efforts to achieve brand recognition,
although there can be no assurance to such effect.
EMPLOYEES
At March 1, 2001, the Company had 64 full-time employees, including 5
in research and development, 12 in sales, marketing and customer service, 12 in
finance and administration and 35 in production and quality control. None of the
Company's employees are currently covered by a collective bargaining agreement
and the Company considers its employee relations to be good. The Company also
utilizes temporary and part time employees as required by the volume of
business, primarily in the area of production.
Item 2. Description of Property.
The Company's executive offices and manufacturing facility are located
in approximately 70,000 square feet of leased space in Orlando, Florida. The
lease expires in June 2012 and provides for a base monthly rental. Rental
payments amounted to approximately $582,000 in 2000. Max King Realty, an entity
controlled by Brett Kingstone, the Chairman and Chief Executive Officer of the
Company, owns the building that houses the Company's facilities.
6
Item 3. Legal Proceedings.
On November 18, 1999 the Company filed a lawsuit (case number
CI-99-9392) in the Circuit Court of the 9th Judicial Circuit in and for Orange
County Florida against Jack Caruso, Samson Mong Wu, Susan Sumida Wu, Debbie Wu,
Thomas Wu, Lily Cheung, Ruby Lee, James C. Lee, Tony Lee, Optic-Tech
International Corporation, Shanghai Qiaolong Optic-Tech International Company,
Ltd., Marsam Trading Corporation, Marsam Trading Corporation (HK) Ltd., David
Winkler, Gitto/Global Corp., James J. Grimley, Nick Semenza, Rami Yosefian,
Sanford Properties, Inc., Jose Rosario Cruz, Ronald Elgin Simon, and Travis
Pochintesta (collectively, the "Defendants"). This is an industrial espionage
action in state court. The Company has made various allegations against the
twenty-two defendants, individually and collectively. These allegations include
fraud, breach of contract, breach of fiduciary duty, tortious interference with
existing business relationships, tortious interference with contractual
relationships, tortious interference with prospective business advantage, unjust
enrichment, violations of Florida's Uniform Trade Secrets Act, civil conspiracy,
violations of Florida's RICO Act and other conduct sufficient to provide grounds
for replevin and other equitable relief (i.e., accounting, constructive trust
and injunctive relief). The Defendants have been enjoined from further violating
their respective non-compete and confidentiality agreements with the Company.
They are also prohibited from the exploitation of business opportunities or
prospective business opportunities of the Company and enjoined from any and all
acts, omissions or behavior which in any way has an adverse effect on the
Company's property interests. Three of the Defendants, Gitto/Global Corporation,
Nick Semenza and James Grimely have been dismissed from the litigation by the
Company. One of the Defendants, Marsam Trading Corporation, which filed for
bankruptcy in November 1999, was recently granted a dismissal from its Chapter
11 action, thus lifting the automatic stay that otherwise shields a debtor from
any state court actions against it. This will enable the Company to proceed
against Marsam in court. Discovery has begun and investigation is ongoing. At
this time, Defendants Jack Caruso, Samson Wu, Susan Wu, Thomas Wu, David
Winkler, Optic-Tech International Corporation and Tony Lee have invoked their
Fifth Amendment right to protection from self-incrimination. These defendants
attempted to stay the civil action pending the resolution of pending criminal
charges against them, but their motion to stay was denied. Discovery (subject to
the limitations prescribed by the Fifth Amendment privilege) and investigation
is ongoing. As of May 15, 2000 Jose Rosario Cruz and Ronald Elgin Simon have
been dismissed as parties in the case, while New England Electric Wire
Corporation and WPI Group, Inc. a/k/a WPI Electronics, Inc. were added as
parties for breaches of contract which relate to the claims against the other
party defendants. On September 19, 2000 the Fifth District Court of Appeal ruled
against the defendants in their appeal regarding their motion to dissolve the
temporary injunction order. On November 17, 2000 the Company moved to recuse the
Circuit Court judge presiding over the case upon discovering conduct on his part
that gave the Company a reasonable fear to obtain a fair trial. The judge denied
the motion, as well as a subsequent motion to recuse. The Company appealed to
the Fifth District Court of Appeal, but its request for relief was denied.
Discovery is ongoing. The case has not yet been scheduled for trial. Plans are
to vigorously pursue this lawsuit.
In September 1999, WPI Electronics (`WPI") 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 and claiming approximately $576,000 in damages. The Company filed a motion
to dismiss this action and a separate action against WPI in the U.S. District
Court for the Middle District of Florida claiming that the goods delivered by
WPI were defective and claiming approximately $1,647,000 in damages including
recovery of inventory on hand and goods previously returned but already paid
approximating $198,000. These cases have now been consolidated in New Hampshire
and the Company intends to aggressively defend against WPI's claims and pursue
its claims.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year covered by this report.
7
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) Company's Class A Common Stock has traded on the Nasdaq SmallCap
Market under the symbol SUPVA since March 22, 1994. The following table sets
forth the average of the high and low bid prices of the Class A Common Stock for
the fiscal years ended December 31, 2000 and 1999 as reported by The Nasdaq
Stock Market, Inc.
Bid Prices
--------------
High Low
---- ---
Year ended
December 31, 2000
-----------------
First Quarter 9-7/8 6
Second Quarter 8-3/8 7-5/8
Third Quarter 8 7
Fourth Quarter 7-3/4 5-1/2
Year ended
December 31, 1999
-----------------
First Quarter 6-1/8 3-7/8
Second Quarter 6 4-5/8
Third Quarter 5-1/8 3-3/4
Fourth Quarter 6-1/2 4-1/8
Such market quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission, and may not necessarily represent actual
transactions.
(b) The number of holders of record of the Company's Class A Common
Stock as of March 13, 2001 was 38.
(c) The Company has never paid a cash dividend on its Common Stock
(either Class A or Class B) and intends to continue to follow a policy of
retaining earnings to finance future growth. Accordingly, the Company does not
anticipate the payment of cash dividends to holders of Common Stock in the
foreseeable future.
Item 6. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The following discussion and analysis should be read in conjunction
with the Consolidated Financial Statements and Notes thereto appearing elsewhere
in this report and "factors that may affect future results and market price of
stock" below:
Results of Operations
Revenues
Revenues are derived primarily from sales of SIDE-GLOW(R) and END
GLOW(R) fiber optic cables, light sources, lighting accessories, endpoint signs
and displays along with fiber optically lit waterfalls and water features.
Revenues for 2000 were approximately $11,654,000 as compared to $9,809,000
during the preceding year, an increase of approximately $1,845,000 or 19%. The
increase was primarily the result of growth in pool and spa, as well as the
architectural market, which increased 87% and 29% respectively over 1999. Both
international and sign revenues decreased 23% as compared to 1999.
The Company derived approximately 28% of its total revenues from
Hayward in 2000 compared to approximately 19% in 1999. The Company was recently
notified by Hayward of an alleged intentional violation by the Company of the
distributorship agreement to which the Company and Hayward are parties as a
result of the Company's sale of its products into the exclusive swimming pool,
spa and hot tub market granted to Hayward thereunder. Hayward has informed the
Company that it believes that the alleged violation is a material and
non-curable breach of the distributorship agreement. As a result, the Company
and Hayward have commenced negotiations with respect to the alleged breach and
the terms of their relationship. The Company expects that these negotiations
will lead to the termination of this relationship and the distributorship
agreement; however, there can be no assurance that the parties will be able to
negotiate an acceptable agreement regarding the foregoing.
8
Gross Margin
Gross margin for 2000 increased to approximately $3,736,000, a 7%
increase over 1999. The gross margin percentage was 32% as compared to 36% in
1999. The gross margin is dependent, in part, on product mix, which fluctuates
from time to time. The decrease in gross margin percentage from 1999 was mainly
due to a lower mix of cable sales as well as an increase in the reserve for
potentially slow moving or obsolete inventory. Cable sales accounted for
approximately 40% of revenues for 2000, as compared to 49% for 1999. The margin
decline was further impacted by the fact that approximately $1,318,000 and 28%
of cable related products were sold to Hayward Pool Products, who receives a
significant discount from list price, based on the current distributorship
agreement, as compared to approximately $986,000 and 21% for 1999. Excluding the
increase in the inventory reserve of approximately $111,000, gross margin was
approximately $3,847,000 or 33%.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for 2000 were
approximately $3,323,000 and 29% of revenues compared to approximately
$2,978,000 and 30% of revenues for 1999, an increase of approximately $345,000
and 12% from the preceding year. An increase in legal fees relating to the
patent infringement of the Company's fiber optic cable was the major
contributing factor to the expense increase over 1999.
Research and Development
Research and development costs were approximately $455,000 for 2000
compared to approximately $544,000 for 1999, a decrease of 16%. Research and
development costs are expensed as incurred, primarily in advance of any related
sales and in some cases may not ultimately generate sales. The decline from 1999
was primarily due to the cancellation of product development efforts in mid
1999. Research and development expense represented approximately 4% of revenues
in 2000 as compared to 6% in 1999.
Interest
The Company had interest income for 2000 of approximately $187,000
compared to approximately $131,000 for 1999 due to higher average cash balances
during the year. Interest expense of approximately $439,000 compared to
approximately $444,000 for 1999 related to a capital lease concerning the
Company's facility in Orlando, Florida.
Income Tax
The Company has provided a full valuation allowance against income tax
benefits resulting from losses incurred on operations and as a result there was
no provision for income tax in 2000 or 1999.
Net Loss
The net loss for 2000 was approximately $(259,000), or $(0.10) per
diluted share, compared to a net loss of approximately $(356,000) or $(0.14) per
diluted share, for 1999. The decrease in the net loss was due to the increase in
gross margin offset by higher selling, general and administrative expense and
lower non-operating expense.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2000, the Company had working capital of approximately
$6,010,000.
Operating Activities
Net cash provided by operations amounted to approximately $799,000 for
the year ended December 31, 2000 as compared to approximately $58,000 for the
year ended December 31, 1999. The increase in accounts payable of approximately
$395,000 due to the timing of payments to suppliers was offset by an increase in
prepaid expense and inventory for a combined amount of approximately $69,000 and
$ 158,000 respectively.
The most significant use of cash in 1999 was the increase in accounts
receivable of approximately $1,123,000 mainly due to increased sales volume as
compared to 1998, particularly in the fourth quarter of 1999. The increase in
accounts receivable in 1999 was partially offset by an increase in accounts
payable of approximately $584,000 due to the timing of payments to suppliers and
a decrease in inventory of approximately $200,000 due to the cancellation and
postponement of material orders.
9
Cash Flows from Investing Activities
Net cash used by investing activities for the years ended December 31,
2000 and 1999 amounted to approximately $310,000 and $1,675,000 respectively.
Capital expenditures of approximately $247,000 for tooling, leasehold
improvements in connection with the construction of the Company's new showroom,
computer and office equipment and trade show fixtures accounted for most of the
investing activities for 2000.
The purchase of long-term investments in corporate bonds (approximately
$997,000) and short term fixed income mutual fund (approximately $370,000)
accounted for the primary use of cash from investing activities in 1999. The
corporate bonds mature on August 1, 2001 and earn interest at the rate of 7%;
the short term fixed income fund earns a fixed rate of interest at the current
level of 7.56%. The Company also used cash in the amount of approximately
$284,000 in 1999 principally to upgrade manufacturing tooling and equipment.
Cash Flows from Financing Activities
Payments on capital lease obligations in the amount of approximately
$47,000 were offset by approximately $58,000 in proceeds from the exercise of
employee stock options in 2000.
The Company had available a $1,000,000 line of credit during the first
half of 1999. Amounts under the line were due on demand with interest payable
monthly at the prime rate. Certain securities served as collateral for this line
of credit. On July 15, 1999 the Company terminated the line of credit
arrangement. Borrowings and repayments under the line of credit amounted to
approximately $405,000 during 1999.
The Company believes that available cash, together with funds expected
to be generated from operations, will be sufficient to finance the Company's
working capital requirements, as well as planned expansion for the next twelve
months as currently contemplated.
RECENT ACCOUNTING PRINCIPLES
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. ("SAB 101"), "Revenue Recognition in Financial
Statements". SAB 101 summarizes the SEC's views in applying generally accepted
accounting principles to revenue recognition in financial statements. The
Company adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of
SAB 101 did not have a material effect on the Company's operations or financial
position.
In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation, an interpretation of APB Opinion No. 25." Among other issues, that
interpretation clarifies the definition of employees for purposes of applying
Opinion No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan, the accounting consequence of various modifications to
the terms of a previously fixed stock option or award and the accounting for an
exchange of stock compensation awards in a business combination. This
interpretation is effective July 1, 2000, but certain conclusions in the
interpretation cover specific events that occur after either December 15, 1998
or January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12, 2000, but
before the effective date of July 1, 2000, the effect of applying this
interpretation is recognized on a prospective basis from July 1, 2000. The
implementation of this interpretation does not have a material impact on the
Company's financial statements.
SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" is required to be adopted in years beginning after June 15, 2000.
Because of the Company's minimal use of derivatives, management does not
anticipate that the adoption of the new Statement will have a significant effect
on operating results or the financial position of the Company.
FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK
Forward-Looking Statements. This report contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act, Section 21E of the Exchange Act, and the Cautionary Safe Harbor Disclosure
for Forward Looking Statements under the Private Securities Litigation Reform
Act of 1995, which provide that, because of the factors set forth below, as well
as other variables affecting the Company's operating results, past financial
performance should not be considered a reliable indicator of future performance
and investors should not use historical trends to anticipate results or trends
in future periods. The statements contained herein, which are not historical
facts, are forward-looking statements that are subject to meaningful risks and
uncertainties, including, but not limited to, the following additional factors
to consider. In some cases, you can identify forward-looking statements by
terminology such as "may", "will", "should", "expect", "plan", "anticipate",
10
"believe", "estimate", "predict", "forecast", "intend", or "potential".
Additional information concerning these or other factors which could cause
actual results to differ materially from those contained or projected in, or
even implied by, such forward-looking statements is contained in this report and
also from time to time in the Company's other Securities and Exchange Commission
("SEC") filings. Copies of these filings are available from the Company and/or
the SEC. Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance that the forward-looking
information will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking information included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved.
Factors Affecting Growth and Profitability. The growth and
profitability of the Company's business will be dependent upon a number of
factors beyond the control of the Company. For example, since the lighting
industry generally is directly affected by new construction, building permits,
housing starts and energy considerations, the Company's growth and profitability
can be affected by adverse developments in those areas. Should the Company
experience a slowdown in construction, the slowdown may cause the Company's
business, financial position and results to be materially adversely affected.
Competition. The Company's product lines span major segments within the
lighting industry and, accordingly, the Company's products compete in a number
of different markets with a number of different competitors. The Company
competes with other independent distributors, importers, manufacturers, and
suppliers of lighting fixtures and other consumer products. The lighting
industry is highly competitive. Other competitors market similar products that
compete with the Company on the basis of price. Some of these competitors do not
maintain warehouse operations or do not perform some of the services provided by
the Company, which require the Company to charge higher prices. The relatively
low barriers to entry into the lighting industry and the limited proprietary
nature of many lighting products also permit new competitors to enter the
industry easily. The ability of the Company to compete successfully in this
highly competitive market depends upon its ability to manufacture and purchase
quality products on favorable terms, ensure its products meet safety standards,
deliver the goods promptly at competitive prices, and provide a wide range of
services such as electronic data interchange and customized products, packaging,
and store displays.
NASDAQ SmallCap Listing Requirements; Penny Stock Regulation. The
Company's Class A Common Stock is traded on the Nasdaq SmallCap Market. In order
to maintain its listing on the Nasdaq SmallCap Market, the Company must maintain
total assets, capital and public float at specified levels, and generally must
maintain a minimum bid price of $1.00 per share. If the Company fails to
maintain the standard necessary to be quoted on the Nasdaq SmallCap Market, the
Company's securities could become subject to delisting. If the securities are
delisted, trading in the securities could be conducted on the OTC Bulletin Board
or in the over-the-counter market in what is commonly referred to as the "pink
sheets." If this occurs, a security holder will find it more difficult to
dispose of the securities or to obtain accurate quotations as to the price of
the securities. In addition, the Common Stock could become subject to the "penny
stock" regulations promulgated under the Securities Exchange Act of 1934, (the
"Exchange Act"), which would subject the Company to the requirements of Rule
15g-9 promulgated under the Exchange Act. Under such rule, broker/dealers who
recommend low-priced securities to persons other than established customers and
accredited investors must satisfy special sales practice requirements, including
a requirement that they make an individualized written suitability determination
for the purchaser and receive the purchaser's written consent prior to the
transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of
1990 also requires additional disclosure in connection with any trades involving
a stock defined as a "penny stock" (generally, according to regulations adopted
by the Securities and Exchange Commission, any non-Nasdaq equity security that
has a market price of less than $5.00 per share, subject to certain exceptions),
including the delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.
Such requirements could severely limit the market liquidity of the Common Stock
and the ability of investors to sell their securities in the secondary market.
Trademarks and Patents. The Company considers its technology and
procedures proprietary and relies primarily on patent and trade secret laws and
confidentiality agreements to protect its technology and innovations. Employees
of the Company, as well as technical consultants who may be hired from time to
time, enter into confidentiality and/or invention assignment agreements and
non-competition agreements providing for non-disclosure of proprietary and trade
secret information of the Company and the assignment to the Company of all
inventions, improvements, technical information and suggestions relating in any
way to the business of the Company (whether patentable or not) which the
employee or consultant develops during the period of their employment or
association with the Company. The Company intends to aggressively enforce these
and all other such agreements. Despite these restrictions, it may be possible
for competitors or customers to copy one or more aspects of the Company's
products or obtain information that the Company regards as proprietary.
Furthermore, there can be no assurance that others will not independently
develop products similar to those sold by the Company. The Company therefore
believes that producing the highest possible quality products at the most
competitive prices is the best means to protect against competitive innovations.
Fluctuations in Quarterly and Annual Operating Results. The Company's
quarterly and annual operating results are affected by a wide variety of factors
that could materially and adversely affect revenues and profitability. These
11
include factors relating to competition, such as competitive pricing pressure
and the potential introduction of new products by competitors, manufacturing
factors, including constraints in the Company's manufacturing and assembly
operations and shortages or increases in the prices of raw materials and
components, sales and distribution factors, such as changes in product mix or
distribution channels resulting in lower margins, the loss of a significant
distributor or sales representative, and seasonality of sales. Product
development and introduction problems, such as increased research, development
and marketing expenses associated with new product introductions, delays in the
introduction of new products and technologies and adverse effects on sales of
existing products, as well as other factors, including levels of expenses
relative to revenue levels, personnel changes, expenses that may be incurred in
litigation, generally prevailing economic conditions and fluctuations in foreign
currency exchange rates could also adversely affect the Company's business. The
Company's annual and quarterly results of operations also have been and will
continue to be affected by national economic and other factors, such as housing
market trends, interest rates and the weather.
The Company's quarterly operating results are also substantially
affected by the market's acceptance of the Company's products and the level and
timing of orders received. Significant portions of the Company's expenses are
relatively fixed in advance based upon the Company's forecasts of future sales.
If sales fall below expectations in any given quarter, the Company's operating
results will be adversely affected. In addition, certain product development and
marketing expenditures may vary significantly from quarter to quarter and are
made well in advance of potential resulting revenue.
Sales of commercial lighting products also depend significantly upon
the level of new building construction. Because of the seasonality of
construction, the Company's sales of swimming pool and commercial lighting
products have tended to be significantly lower in the first quarter of each
year. Various economic and other trends may alter these seasonal trends from
year to year, and the Company cannot predict the extent to which these seasonal
trends will continue.
The Company anticipates that any future growth in the fiber optic
lighting market will be accompanied by increasing competition in a number of its
product lines. Such competition could adversely affect the Company's operating
results.
Reliance on International Markets. The Company believes its
international distributors are better able to service international markets due
to their understanding of local market conditions and best business practices.
However, because approximately 17% of the Company's revenues is derived from
sales in international markets, drastic negative changes in foreign economic
conditions could have a material adverse effect on the Company's financial
results.
Reliance on International Suppliers. The Company will continue to
purchase fiber optic strands from several Japanese suppliers. While the Company
believes alternative sources for fiber optics are available to enable it to
produce its endpoint signs and displays, the SIDE-GLOW(R) and END GLOW(R) cables
require fiber optic material of a higher quality than the Company believes is
currently available elsewhere. Accordingly, the loss of these suppliers or
delays in obtaining shipments could have a material adverse effect on the
Company's operations until such time as an alternative supplier could be found,
although several suppliers have been identified as potential alternatives, which
could provide the quality level in the amounts the Company requires or until
such time as the Company could implement its own production capabilities.
Item 7. Consolidated Financial Statements
The following consolidated financial statements are filed as part of
this report. This information appears in a separate section of this report.
Page
----
Report of Independent Certified Public Accountants F-2
Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3
Consolidated Statements of Operations for the years ended
December 31, 2000 and 1999 F-4
Consolidated Statements of Stockholders' Equity for the years
ended December 31, 2000 and 1999 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 1999 F-6
Notes to Consolidated Financial Statements F-8
12
Item 8. Changes in and disagreements with accountants on accounting and
financial disclosure
None
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act
See the sections captioned "Information About Directors and Executive
Officers" and "Proposal 1: Elect Six Directors" included in the Company's proxy
statement in connection with its Annual Meeting of stockholders to be held on
May 4, 2001, which sections are incorporated herein by reference.
Item 10. Executive Compensation
See the sections captioned "Information About Directors and Executive
Officers," "Summary Compensation Table," "Aggregate Option Exercises During 2000
and Year-end Option Values," and "1994 Stock Option Plan" included in the
Company's proxy statement in connection with its Annual Meeting of stockholders
to be held on May 4, 2001, which sections are incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
See the section captioned "Information About Super Vision
International, Inc. Common Stock Ownership" included in the Company's proxy
statement in connection with its Annual Meeting of stockholders to be held on
May 4, 2001, which section is incorporated herein by reference.
Item 12. Certain Relationships and Related Transactions
See the section captioned "Arrangements with Officers and Directors"
included in the Company proxy statement in connection with its Annual Meeting of
stockholders to be held on May 4, 2001, which section is incorporated herein by
reference.
Item 13. Exhibits, Lists and Reports on Form 8-K
(a) 3.1 Certificate of Incorporation (1)
3.2 Certificate of Amendment to Certificate of
Incorporation (1)
3.3 Certificate of Merger (1)
3.4 By Laws (1)
10.1 1994 Stock Option Plan (1)
10.1.1 Amendment to 1994 Stock Option Plan (1)
10.2 Employment Agreement with Brett Kingstone (1)
10.3 Form of Indemnification Agreement (1)
10.4.1 Lease for Facility at Presidents Drive (4)
10.4.2 Amendment One to Lease for Facility at Presidents
Drive (4)
13
10.4.3 Amendment Two to Lease for Facility at Presidents
Drive (4)
10.6 Stock Purchase Agreement with Hayward Industries,
Inc. (2)
10.7 Warrant Agreement with Brett M. Kingstone (3)
10.8 Stock Purchase Agreement between Registrant and
Cooper Lighting, Inc., dated November 23, 1998,
including exhibits (5)
16 Letter on change in certifying accountant (6)
21 Subsidiaries of the Registrant (7)
23.1 Consent of Ernst & Young LLP (7)
(1) Incorporated by reference from the Company's Registration
Statement on Form SB-2 (File No. 33-74742)
(2) Incorporated by reference from the Company's Form 8-K filed on
October 9, 1997 (File No. 0-23590)
(3) Incorporated by reference from the Company's Form 10-QSB for
the quarter ended June 30, 1997 (File No. 0-23590)
(4) Incorporated by reference from the Company's Form 10-QSB for
the quarter ended September 30, 1997 (File No. 0-23590)
(5) Incorporated by reference from the Company's Form 10-QSB/A for
the quarter ended September 30, 1998 (File No. 0-23590)
(6) Incorporated by reference from the Company's Form 10-KSB for
the year ended December 31, 1997 (File No. 0-23590)
(7) Filed herewith (in electronic format only)
(b) Reports on Form 8-K. The Company did not file any report on Form 8-K
during the fourth quarter of 2000.
14
SUPER VISION INTERNATIONAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Certified Public Accountants
- Ernst & Young LLP F-2
Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3
Consolidated Statements of Operations for the years ended
December 31, 2000 and 1999 F-4
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2000 and 1999 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2000 and 1999 F-6
Notes to Consolidated Financial Statements F-8
F-1
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Super Vision International, Inc.
We have audited the accompanying consolidated balance sheets of Super Vision
International, Inc. and its subsidiary as of December 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Super Vision
International, Inc. and its subsidiary as of December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States.
/s/ Ernst & Young LLP
Orlando, Florida
March 7, 2001
F-2
SUPER VISION INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
ASSETS 2000 1999
------------ ------------
Current Assets:
Cash and cash equivalents $ 1,673,639 $ 1,172,855
Investments 1,398,517 369,916
Trade accounts receivable, less allowance for
Doubtful accounts of $146,693 and $133,819 at
December 31, 2000 and 1999, respectively 2,024,701 2,039,042
Inventories, less reserve of $411,474 and $300,686
at December 31, 2000 and 1999, respectively 2,302,154 2,254,533
Advances to employees -- 3,081
Prepaid expense 83,348 14,251
Other assets 26,000 12,557
------------ ------------
Total current assets 7,508,359 5,866,235
------------ ------------
Property and Equipment:
Machinery and equipment 1,641,962 1,573,769
Furniture and fixtures 453,661 423,466
Computers 768,476 735,655
Vehicles 36,620 16,581
Leasehold improvements 976,646 909,246
Property held under capital lease 3,081,000 3,081,000
------------ ------------
6,958,365 6,739,717
Accumulated depreciation and amortization (2,271,136) (1,641,034)
------------ ------------
Net property and equipment 4,687,229 5,098,683
Investments -- 997,740
Goodwill, less accumulated amortization of $4,679 and $936 at
December 31, 2000 and 1999, respectively 21,524 25,268
Patents and trademarks less amortization of $41,028 and
$29,441 at December 31, 2000 and 1999, respectively 134,321 113,456
Other assets 160,327 172,273
------------ ------------
$ 12,511,760 $ 12,273,655
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,317,007 $ 922,245
Accrued compensation and benefits 86,918 69,104
Deposits 25,753 30,542
Current portion of obligation under capital lease 68,388 46,788
------------ ------------
Total current liabilities 1,498,066 1,068,679
Obligation under capital lease 3,060,556 3,128,944
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, 2,065,543 and 2,054,102 issued and
outstanding at December 31, 2000 and 1999, respectively 2,066 2,054
Class B common stock, $.001 par value, 3,389,134 shares
Authorized, 483,264 issued and outstanding at December
31, 2000 and 1999, respectively 483 483
Accumulated other comprehensive loss (9,938) --
Additional paid-in capital 10,520,808 10,374,565
Accumulated deficit (2,560,281) (2,301,070)
------------ ------------
Total stockholders' equity 7,953,138 8,076,032
------------ ------------
$ 12,511,760 $ 12,273,655
============ ============
See accompanying notes to consolidated financial statements.
F-3
SUPER VISION INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended
December 31,
2000 1999
------------ ------------
Revenues $ 11,654,167 $ 9,809,260
Cost and Expenses:
Cost of sales 7,918,273 6,327,123
Selling, general and administrative 3,322,547 2,978,481
Research and development 455,447 544,256
------------ ------------
Total costs and expenses 11,696,267 9,849,860
------------ ------------
Operating loss (42,100) (40,600)
Non-operating income (expense):
Interest income 186,693 131,283
Other Income 34,023 --
Gain on sale of investments 15,725 --
Interest expense (438,792) (443,930)
Loss on disposal of property and equipment (14,760) (2,494)
------------ ------------
Total non-operating expense (217,111) (315,141)
------------ ------------
Loss before income taxes (259,211) (355,741)
Income taxes -- --
------------ ------------
Net loss $ (259,211) $ (355,741)
============ ============
Loss Per Common Share:
Basic $ (0.10) $ (0.14)
============ ============
Diluted $ (0.10) $ (0.14)
============ ============
See accompanying notes to consolidated financial statements.
F-4
SUPER VISION INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
-------------------------------------------------------
Class A Class B
--------------------------- --------------------------
Shares Amount Shares Amount
------------ ------------ ------------ ------------
Balance, January 1, 1999 2,020,418 $ 2,020 483,264 $ 483
Issuance of common stock warrants -- -- -- --
Common stock issued in connection
with acquisition 31,250 31 -- --
Exercise of employee stock options 2,434 3 -- --
Net loss -- -- -- --
------------ ------------ ------------ ------------
Comprehensive loss
Balance, December 31, 1999 2,054,102 $ 2,054 483,264 $ 483
Issuance of common stock warrants -- -- -- --
Exercise of employee stock options 11,441 12 -- --
Net Loss -- -- -- --
Unrealized loss on available-for-sale
securities -- -- -- --
------------ ------------ ------------ ------------
Comprehensive loss
Balance, December 31, 2000 2,065,543 $ 2,066 483,264 $ 483
============ ============ ============ ============
Accumulated
Additional Other Total
Paid-in Accumulated Comprehensive Stockholders' Comprehensive
Capital Deficit Loss Equity Loss
------------ ------------ ------------ ------------ ------------
Balance, January 1, 1999 $ 10,236,139 $ (1,945,329) $ -- $ 8,293,313 $ --
Issuance of common stock warrants (4,377) -- -- (4,377) --
Common stock issued in connection
with acquisition 132,781 -- -- 132,812 --
Exercise of employee stock options 10,022 -- -- 10,025 --
Net loss -- (355,741) -- (355,741) (355,741)
------------ ------------ ------------ ------------ ------------
Comprehensive loss $ (355,741)
============
Balance, December 31, 1999 $ 10,374,565 $ (2,301,070) $ -- $ 8,076,032
Issuance of common stock warrants 87,816 -- -- 87,816
Exercise of employee stock options 58,427 -- -- 58,439
Net Loss -- (259,211) -- (259,211) (259,211)
Unrealized loss on available-for-sale
securities -- -- $ (9,938) (9,938) (9,938)
------------ ------------ ------------ ------------ ------------
Comprehensive loss $ (269,149)
============
Balance, December 31, 2000 $ 10,520,808 $ (2,560,281) $ (9,938) $ 7,953,138
============ ============ ============ ============
See accompanying notes to consolidated financial statements.
F-5
SUPER VISION INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
December 31,
2000 1999
----------- -----------
Cash Flows from Operating Activities:
Net loss $ (259,211) $ (355,741)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation 642,966 595,998
Net loss on disposal of property and equipment 14,760 2,494
Amortization of intangible assets and goodwill 15,331 10,225
Increase in inventory reserve 110,788 144,871
Increase in other assets (10,362) (64,663)
Unrealized loss on available-for-sale securities (9,938) --
Common stock warrants expense 87,816 --
Changes in operating assets and liabilities, net
of effects of acquisition in 1999:
(Increase) decrease in:
Accounts receivable, net 14,341 (1,123,472)
Inventory (158,409) 199,609
Prepaid expense (69,097) 86,558
Other assets and advances to employees 11,946 17,378
Increase (decrease) in:
Accounts payable 394,762 583,545
Accrued compensation and benefits 17,814 (65,319)
Deposits (4,789) 26,091
----------- -----------
Total adjustments 1,057,929 413,315
----------- -----------
Net cash provided by operating activities 798,718 57,574
----------- -----------
Cash Flows from Investing Activities:
Purchase of investments (30,861) (1,367,656)
Purchase of property and equipment (247,204) (283,773)
Proceeds from disposal of equipment and furniture 932 1,327
Acquisition of patents and trademarks (32,452) (25,124)
----------- -----------
Net cash used in investing activities (309,585) (1,675,226)
----------- -----------
Cash Flows from Financing Activities:
Cost of issuance of common stock warrants -- (4,377)
Proceeds from exercise of employee stock options 58,439 10,025
Payments on capital lease obligation (46,788) (13,283)
Proceeds from short term borrowings -- 404,715
Payments on short term borrowings -- (404,715)
----------- -----------
Net cash provided by (used in) financing activities 11,651 (7,635)
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 500,784 (1,625,287)
Cash and Cash Equivalents, beginning of period 1,172,855 2,798,142
----------- -----------
Cash and Cash Equivalents, end of period $ 1,673,639 $ 1,172,855
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during period for:
Interest $ 438,722 $ 432,645
=========== ===========
See accompanying notes to consolidated financial statements.
F-6
SUPER VISION INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
Year Ended
December 31,
2000 1999
---------- ----------
Supplemental Disclosure of Cash Flow Information Continued:
Non-Cash Investing Activities:
Assets acquired through issuance of common stock -- $ 132,812
========== ==========
See accompanying notes to consolidated financial statements.
F-7
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS - Super Vision International, Inc. (the "Company") is engaged
in the design, manufacture and marketing of SIDE-GLOW(R) and END
GLOW(R) fiber optic lighting cables, light sources and "point-to-point"
fiber optic signs and displays. The Company's products have a wide
variety of applications in the signage, swimming pool, architectural,
advertising and retail industries.
BASIS OF CONSOLIDATION - The consolidated financial statements include
the accounts of Super Vision International, Inc. and its wholly owned
subsidiary Oasis Waterfalls, LLC (collectively, the "Company"). All
significant inter-company balances and transactions have been
eliminated.
On October 18, 1999, Super Vision International, Inc. entered into an
Asset Purchase Agreement with Oasis Falls International, Inc. and Maas
Industries to acquire substantially all of the assets of these
businesses in the amount of $132,812, in exchange for 31,250 shares of
the Company's Class A Common Stock, par value $.001 per share. The
assets acquired included inventory, tooling, machinery and certain
intangible assets relating to tooling and intellectual property rights.
Proforma consolidated results of operations were not prepared as if the
acquisition had occurred at the beginning of fiscal year 1999 since the
acquisition was not significant. The acquisition has been accounted for
under the purchase method of accounting with assets acquired recorded
at fair market value as of the effective acquisition date, and the
operating results of the acquired business included in the Company's
consolidated financial statements from that date. The excess of the
purchase price over the fair value of the net assets acquired
(goodwill) aggregated approximately $26,000, and is being amortized on
a straight-line basis over 7 years.
REVENUE RECOGNITION - Generally, the Company recognizes revenue for its
products upon delivery to customers, provided no significant obligation
remain and collection is probable.
CASH EQUIVALENTS - Temporary cash investments with an original maturity
of three months or less are considered to be cash equivalents.
INVESTMENTS - Marketable equity securities and debt securities are
classified as available-for-sale. Available-for-sale securities are
carried at fair value, with the unrealized gains and losses, net of
tax, reported in a separate component of shareholders' equity. The
amortized costs of debt securities in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization is included in investment income. Realized gains and
losses and declines in value judged to be other-than-temporary on
available-for-sale securities are included in investment income. The
cost of securities sold are based on the specific identification
method. Interest and dividends on securities classified as
available-for-sales are included in investment income.
At December 31, 2000 and 1999 investments were comprised of U.S.
Corporate Securities and equity securities of approximately $1,008,000
and $391,000, respectively as compared to $1,021,000 and $371,000,
respectively at December 31, 1999. The investment in U.S. Corporate
Securities matures in 2001.
F-8
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
INVESTMENTS - continued
The amortized cost, unrealized losses, and fair values of the Company's
available-for-sale securities held at December 31, 2000 are summarized
as follows:
Gross Estimated
Amortized Unrealized Fair
Costs Costs Losses Value
-----------------------------------------------------
Available-for-sale securities $ 400,634 $ 400,634 $ (9,938) $ 390,696
Hold-to-maturity securities $1,007,821 $1,033,200 $ (7,620) $1,000,201
There were no material unrealized gains or losses on securities at
December 31, 1999.
RECENT ACCOUNTING PRONOUNCEMENTS - In December 1999, the Securities and
Exchange Commission ("SEC") issued Staff Accounting Bulletin No. ("SAB
101"), "Revenue Recognition in Financial Statements". SAB 101
summarizes the SEC's views in applying generally accepted accounting
principles to revenue recognition in financial statements. The Company
adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of
SAB 101 did not have a material effect on the Company's operations or
financial position.
In April 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving
Stock Compensation, an interpretation of APB Opinion No. 25." Among
other issues, that interpretation clarifies the definition of employees
for purposes of applying Opinion No. 25, the criteria for determining
whether a plan qualifies as a non-compensatory plan, the accounting
consequence of various modifications to the terms of a previously fixed
stock option or award and the accounting for an exchange of stock
compensation awards in a business combination. This interpretation is
effective July 1, 2000, but certain conclusions in the interpretation
cover specific events that occur after either December 15, 1998 or
January 12, 2000. To the extent that this interpretation covers events
occurring during the period after December 15, 1998, or January 12,
2000, but before the effective date of July 1, 2000, the effect of
applying this interpretation is recognized on a prospective basis from
July 1, 2000. The implementation of this interpretation does not have a
material impact on the Company's financial statements.
SFAS No. 133 "Accounting for Derivative Instruments and Hedging
Activities" is required to be adopted in years beginning after June 15,
2000. Because of the Company's minimal use of derivatives, management
does not anticipate that the adoption of the new Statement will have a
significant effect on operating results or the financial position of
the Company.
INVENTORIES - Inventories are stated at the lower of cost (first-in,
first-out method), or market. Provision is made for any inventory
deemed excessive or obsolete.
PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Depreciation is computed by the straight-line method and is charged to
operations over the estimated useful lives of the assets. The estimated
useful lives of the property and equipment range from 3 to 20 years.
Property held under capital lease is amortized over the life of the
lease. Related amortization expense is included with depreciation in
the accompanying consolidated statements of operations and accumulated
depreciation in the accompanying consolidated balance sheets.
Maintenance and repairs are charged to expense as incurred. The
carrying amount and accumulated depreciation of assets sold or retired
are removed from the accounts in the year of disposal and any resulting
gain or loss is included in results of operations.
F-9
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
INTANGIBLE ASSETS AND GOODWILL - Intangible assets, which are recorded
at cost, consist of patents and trademarks which are owned by the
Company and are being amortized over their contractual lives using the
straight-line method. Goodwill represents the excess cost of the
acquired business over the fair value of net assets acquired and is
being amortized on a straight line basis over 7 years. At each balance
sheet date, management assesses whether there has been any permanent
impairment in the value of intangibles. The factors considered by
management include trends and prospects as well as the effects of
obsolescence, demand, competition and other economic factors. No
impairment losses have been recognized in any of the periods presented.
LONG-LIVED ASSETS - The Company periodically evaluates the
recoverability of its long-lived assets based on expected undiscounted
cash flows and will recognize impairment of the carrying value of
long-lived assets, if any is indicated, based on the fair value of such
assets.
DEPOSITS - Payments received by the Company for services to be provided
in the following year are deferred and recognized as revenue in the
period the services are provided.
RESEARCH AND DEVELOPMENT - Research and development costs to develop
new products are charged to expense as incurred.
ADVERTISING - Advertising costs, included in selling, general and
administrative expenses, are expensed when the advertising first takes
place.
INCOME TAXES - Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes resulting from temporary differences.
Such temporary differences result from differences in the carrying
value of assets and liabilities for tax and financial reporting
purposes. The deferred tax assets and liabilities represent the future
tax consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or settled.
Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.
USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
EARNINGS PER SHARE - Basic loss per share is computed by dividing net
loss available to common stockholders by the weighted average common
shares outstanding for the period. Diluted loss per share is computed
giving effect to all potentially dilutive common shares. Potentially
dilutive common shares may consist of incremental shares issuable upon
the exercise of stock options, adjusted for the assumed repurchase of
the Company's common stock, at the average market price, from the
exercise proceeds and also may include incremental shares issuable in
connection with convertible securities. In periods in which a net loss
has been incurred, all potentially dillutive common shares are
considered antidilutive and thus are excluded from the calculation.
STOCK-BASED COMPENSATION - The Company follows Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
related interpretations in accounting for its stock-based compensation
plans rather than the alternative fair value accounting provided under
SFAS No. 123 "Accounting for Stock-Based Compensation."
F-10
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):
COMPREHENSIVE INCOME - Pursuant to SFAS No. 130, "Reporting
Comprehensive Income," the Company is required to report comprehensive
income and its components in its financial statements.
BUSINESS SEGMENTS - Pursuant to SFAS No. 131, "Disclosure About
Segments of a Business Enterprise and Related Information," the Company
is required to report segment information. As the Company only operates
in principally one business segment, no additional reporting is
required.
2. INVENTORIES:
Inventories consist of the following:
December 31,
2000 1999
----------- -----------
Raw materials $ 1,759,504 $ 1,770,519
Work in process 12,461 105,428
Finished goods 941,663 679,272
----------- -----------
2,713,628 2,555,219
Less: Reserve for inventories (411,474) (300,686)
----------- -----------
Net inventories $ 2,302,154 $ 2,254,533
=========== ===========
3. CAPITAL LEASE OBLIGATION:
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 (718,900)
-----------
$ 2,362,100
===========
At December 31, 2000, future minimum lease payments for the capital
lease are as follows:
Year ending December 31:
2001 $ 598,481
2002 610,596
2003 628,404
2004 641,127
2005 659,821
2006 and thereafter 4,604,030
-----------
Minimum lease payments 7,742,459
Less amount representing interest
and executory costs (4,613,515)
-----------
Present value of net minimum lease
payments under capital lease $ 3,128,944
===========
Deposits paid under this lease agreement totaled $58,167 at December
31, 2000 and 1999. The Company's lease payments, including interest and
executory costs were $581,520 and $553,097 in 2000 and 1999,
respectively.
F-11
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
4. FINANCIAL INSTRUMENTS AND CREDIT RISKS:
The Company's financial instruments that are exposed to concentrations
of credit risk consist of cash, cash equivalents and investments. The
Company places its cash, cash equivalents and investments with high
credit quality institutions. At times such investments may be in excess
of the FDIC insurance limit. The Company also places its cash, cash
equivalents and investments in money market funds, and debt securities
with a major brokerage firm. These funds are uninsured. The total
amount invested in money market funds at December 31, 2000 and 1999 was
$1,035,817 and $820,047 respectively. The carrying values of cash
equivalents, accounts receivable and accounts payable approximate fair
value due to their short-term nature.
The Company relies on several Japanese companies as suppliers for fiber
optics. While the Company believes alternative sources for fiber optics
are available, the loss of these suppliers or significant delays in
obtaining shipments could have a material adverse effect on the
Company's operations until such time as alternative suppliers could be
found or the Company could implement its own production capabilities.
5. INCOME TAXES:
As of December 31, 2000, the Company had approximately $1,662,000 in
net operating loss carryforwards for federal and state income tax
purposes, which expire between 2010 and 2019.
Components of deferred tax assets (liabilities) are as follows:
December 31,
2000 1999
----------- -----------
Accounts receivable $ 55,201 $ 50,356
Inventories 208,015 161,294
Accrued expenses 52,194 20,701
Depreciation (58,439) (79,330)
Stock warrants 71,579 40,181
Other 10,344 7,423
Tax credits 11,157 11,157
Net operating loss carry forwards 625,250 675,519
----------- -----------
975,301 887,301
Valuation allowance (975,301) (887,301)
----------- -----------
$ -- $ --
=========== ===========
In accordance with SFAS No. 109, "Accounting for Income Taxes",
valuation allowances are provided against deferred tax assets if, based
on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized. The
Company has evaluated the realizability of the deferred tax assets on
its balance sheet and has established a valuation allowance in the
amount of $ 975,301 at December 31, 2000.
F-12
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
5. INCOME TAXES (continued):
The following is a reconciliation of tax computed at the statutory
federal rate to the income tax expense in the statements of operations
for the years ended December 31, 2000 and 1999:
2000 1999
---------------------- ----------------------
Amount % Amount %
--------- -------- --------- --------
Tax benefit computed at statutory federal rate $ (88,131) (34.00)% $(120,952) (34.00)%
State tax benefit (8,432) (3.25) (12,158) (3.42)
Change in valuation allowance 88,000 33.95 126,041 35.43
Non-deductible expenses 9,694 3.74 7,069 1.99
Other, net (1,131) (.44) -- --
--------- -------- --------- --------
Income tax expense $ -- -- $ -- --
========= ======== ========= ========
F-13
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
6. CAPITAL STOCK:
CLASS A COMMON STOCK - At December 31, 2000 the Company has reserved
Class A Common Stock for issuance in relation to the following:
Employee Stock Options 450,000
Conversion of Class B Common Stock 483,264
CLASS B COMMON STOCK - Each share of Class B Common Stock is entitled
to five votes on all matters on which stockholders may vote, including
the election of directors. Shares of Class B Common Stock are
automatically convertible into an equivalent number of shares of Class
A Common Stock upon the sale or transfer of such shares.
STOCK WARRANTS AND UNIT PURCHASE OPTIONS - The Company had warrants and
unit purchase options to purchase shares of Class A Common Stock and
Units as originally offered in the Company's initial public offering in
March, 1994. The Class A Warrants for 1,639,500 had an exercise price
of $7.50 and the Class B Warrants had an exercise price of $10.50, both
expired as of March 29, 1999. No warrants were exercised in the year
ended December 31, 1999.
The Unit Purchase Option had an exercise price of $7.50 per Unit, and
expired March 22, 1999. The options were not exercised. The Unit
Purchase Option was held by the Underwriter of the Company's initial
public offering or the Underwriter's designees as defined in the
initial offering. The units consisted of a share of Class A Common
Stock, a Class A Warrant and a Class B Warrant.
In addition, the Company has 567,504 warrants outstanding in connection
with the capital transactions described below.
The Company has granted a 10-year warrant for 289,187 shares of Class A
Common Stock to the Kingstone Family Limited Partnership II ("KFLP
II"), of which Chairman and Chief Executive Officer of the Company,
Brett Kingstone, controls and is the general partner. The warrant was
granted on March 31, 1997, and expires March 31, 2007. KFLP II has
granted an option to purchase up to 28,918 shares of the Class A Common
Stock underlying the warrant upon the warrant's full or partial
exercise to Cooper Lighting, Inc. ("Cooper"). KFLP II has also granted
an option to purchase up to 28,918 shares of the Class A Common Stock
underlying the warrant upon the warrant's full or partial exercise to
Hayward Industries, Inc. ("Hayward").
F-14
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
6. CAPITAL STOCK (continued):
CAPITAL STOCK TRANSACTIONS - On November 23, 1998, the Company entered
into a Stock Purchase Agreement with Cooper Lighting, Inc. ("Cooper"),
a subsidiary of Cooper Industries, Inc. (a New York Stock Exchange
Company trading under the symbol "CBE") pursuant to which the Company
sold to Cooper 250,369 shares of its Class A Common Stock, for a
purchase price of $2,000,000. The Company incurred issuance costs
associated with this transaction of $4,377 in 1999. In addition, the
Company entered into a Distributorship Agreement (the "Distributorship
Agreement") with Cooper and Cooper Industries (Canada), Inc. ("Cooper
Canada"), another subsidiary of Cooper Industries, Inc., pursuant to
which Cooper and Cooper Canada were collectively granted the exclusive
distribution rights in the United States and Canada to the Company's
fiber optic products in the commercial, residential, industrial,
institutional and public transportation markets, including, but not
limited to, any and all lighting applications in or related to
architectural lighting, accent lighting, down lighting, display cases,
landscaping, confinement, explosion-proof, clean rooms, traffic
signals, signage, outdoor area and emergency/exit lighting. In
consideration for these rights, Cooper and Cooper Canada have
collectively agreed, in accordance with the terms of the
Distributorship Agreement, to purchase up to $47,075,000 of the
Company's products over a five year period, renewable after such
period. Cooper was also granted a ten year warrant to purchase an
additional 250,369 shares of Class A Common Stock of the Company at
$8.02 per share. The warrant expires November 23, 2008. Vesting of
these warrants is tied to achievement of annual minimum purchase
commitments as defined in the Distributorship Agreement.
Effective July 10, 2000, Cooper notified the Company that Cooper did
not meet its minimum purchase commitment for the year ended December
31, 1999 and would not meet its purchase commitment for the year ending
December 31, 2000, and further advised the Company that Cooper will not
make up the deficiencies pursuant to its option in the Distributorship
Agreement to maintain its exclusive sales rights in the Territory's
Exclusive Market for the Company's products. Upon this notification,
the Company exercised its option to not excuse the deficiency and
terminate Cooper's exclusive rights to distribute, market and sell the
Company's products within the Territory's' Exclusive Market. Effective
midnight on October 31, 2000, Cooper's exclusive rights for sale of the
Company's products in the Territory's Exclusive Market terminated. As
of December 31, 2000, Cooper did not have any vested warrants in
relation to achievement of annual minimum purchase commitments.
Additionally, the Company issued 517,950 warrants to Cooper to purchase
shares of Class A Common Stock at fair market value if the number of
outstanding shares of Class A Common Stock of the Company is increased
as a result of the exercise of the Company's currently outstanding
warrants (the "Warrants"). The warrant for 517,950 shares expired on
March 29, 1999. Cooper also has the right to designate one director to
the Company's Board of Directors.
The Company had sales to Cooper and Cooper Canada in the amount of
$1,372,493 and $106,458 respectively during 2000, as compared to
$2,327,392 and $274,603 respectively during 1999. Trade accounts
receivable from Cooper and Cooper Canada amounted to $29,920 and
$73,506 respectively as of December 31, 2000, as compared to $350,563
and $202,166 respectively as of December 31, 1999.
On September 25, 1996, the Company entered into a Stock Purchase
Agreement and Distributorship Agreement with Hayward. Under the terms
of the Stock Purchase Agreement, Hayward purchased 249,480 shares of
the Company's Class A Common Stock from the Company, at a price of
$8.02 per share, the approximate market value of the Class A Common
Stock at the time. In addition, the Company granted 249,480 matching
warrants for the purchase of additional shares, at an exercise price of
$8.02 per share. Vesting of the warrants is tied to achievement of
annual minimum purchase commitments contained in the Distributorship
Agreement. The warrants have a 10-year life and expire September 25,
2006. As of December 31, 2000, total vested warrants in relation to
Hayward's achievement of annual minimum purchase commitments is
199,584. Additionally, the Company issued 522,000 warrants to Hayward,
as well as certain other pre-emptive rights, intended to ensure that
Hayward's ownership of the Company does not fall below 10% of the
Company's publicly traded shares. These warrants expired in May 1999.
As of December 31, 1999, 28,837 warrants were exercisable as defined in
the Stock Purchase Agreement.
The Company had sales of $3,290,337 and $1,858,884 to Hayward during
2000 and 1999, respectively. Trade accounts receivable includes
$458,919 and $444,908 due from Hayward at December 31, 2000 and 1999,
respectively.
F-15
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
6. CAPITAL STOCK (continued):
CAPITAL STOCK TRANSACTIONS (continued):
The Company derived approximately 28% of its total revenues from
Hayward in 2000 compared to approximately 19% in 1999. The Company was
recently notified by Hayward of an alleged intentional violation by the
Company of the distributorship agreement to which the Company and
Hayward are parties as a result of the Company's sale of its products
into the exclusive swimming pool, spa and hot tub market granted to
Hayward thereunder. Hayward has informed the Company that it believes
that the alleged violation is a material and non-curable breach of the
distributorship agreement. As a result, the Company and Hayward have
commenced negotiations with respect to the alleged breach and the terms
of their relationship. The Company expects that these negotiations will
lead to the termination of this relationship and the distributorship
agreement.
ESCROWED SHARES - In connection with the Company's initial public
offering, certain stockholders agreed to place an aggregate of
2,891,870 shares of their Class B Common Stock and 26,130 shares of
Class A Common Stock into escrow. The escrowed shares would be
transferred to the Company for no consideration if future earnings
thresholds or stock bid price levels were not achieved. In the event
the Company attained any of the earnings thresholds or stock bid prices
for the release of escrowed shares to such stockholders, the Company
would recognize compensation expense at such time based on the fair
market value of the shares released to directors and employees. During
1997, 2,891,870 shares of Class B Common Stock held in escrow were
voluntarily retired and returned to the Company treasury. Until March
29, 1999, 26,130 shares of Class A Common Stock were held in escrow.
These shares were returned to the Company and retired in 1999.
7. STOCK OPTION PLAN:
The Company adopted a stock option plan that provides for the grant of
incentive stock options and nonqualified stock options, and reserved
450,000 shares of the Company's Class A Common Stock for future
issuance under the plan. The option price must be at least 100% of
market value at the date of the grant and the options have a maximum
term of 10 years.
The following table summarizes activity of the stock option plan for
the years ended December 31, 2000 and 1999:
Options Number of Weighted
Available for Shares Average
Future Grant Under Option Option Price
-------- -------- --------
Balance, January 1, 1999 110,368 284,429
Options granted (111,500) 111,500 $ 4.58
Options exercised -- (2,434) $ 4.15
Options cancelled 105,116 (105,116) $ 7.15
-------- --------
Balance, December 31, 1999 103,984 288,379
Options granted (86,650) 86,650 $ 7.23
Options exercised -- (11,441) $ 5.12
Options cancelled 36,587 (36,587) $ 5.86
-------- --------
Balance, December 31, 2000 53,921 327,001
======== ========
F-16
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
7. STOCK OPTION PLAN (continued):
The weighted average fair value of options granted during 2000 and 1999
was $3.25 and $1.69 per option, respectively. At December 31, 2000, the
327,001 options outstanding under the plan are summarized in the
following table:
Weighted Weighted
Option Range of Average Average
Shares Exercise Prices Exercise Price Remaining Life
----------- ----------------- --------- --------
125,101 $3.28 - $5.25 $4.45 7.19
74,250 $5.31 - $7.25 $6.37 7.08
127,650 $7.38 - $9.31 $8.25 7.22
Options granted vest ratably over a three-year period or vest based on
achievement of performance criteria. As of December 31, 2000, 213,639
options were vested and exercisable. These options are summarized
below:
Weighted Weighted
Option Range of Average Average
Shares Exercise Prices Exercise Price Remaining Life
----------- ----------------- --------- --------
88,035 $3.28 - $5.25 $4.52 7.65
46,452 $5.31 - $7.25 $6.50 7.22
79,152 $7.38 - $9.31 $8.30 6.57
The Company applies the disclosure-only provisions of SFAS No. 123, but
applies Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for its plan. Accordingly, no
compensation expense has been recognized for stock options granted
under the plan. If the Company had elected to recognize compensation
expense for stock options based on the fair value at grant date,
consistent with the method prescribed by SFAS No. 123, net loss and
loss per share would have been increased to the proforma amounts shown
below:
2000 1999
----------- -----------
Net loss:
As reported $ (259,211) $ (355,741)
Proforma loss $ (408,929) $ (548,437)
Basic EPS:
As reported $ (0.10) $ (0.14)
Proforma loss $ (0.16) $ (0.22)
Diluted EPS:
As reported $ (0.10) $ (0.14)
Proforma loss $ (0.16) $ (0.22)
These proforma amounts were determined using the Black-Scholes
Valuation model with the following key assumptions: (a) an average
discount rate of 6.17%; (b) a volatility factor of 35% based upon
volatility of a comparable group of companies; and (c) an average
expected option life of 7 years.
F-17
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
8. SIGNIFICANT CUSTOMERS/EXPORT SALES:
Sales to foreign markets and significant customers as a percentage of
the Company's total revenues were as follows:
2000 1999
-------- --------
Foreign markets 25% 26%
Significant customers 41% 45%
9. LOSS PER SHARE:
The following table sets for the computation of basic and diluted
earnings per share:
2000 1999
----------- -----------
Numerator:
Net loss (numerator for basic and
Diluted loss per share) $ (259,211) $ (355,741)
=========== ===========
Denominator:
Denominator for basic loss per share
-weighted average shares 2,544,005 2,504,583
Effect of dilutive securities:
Options -- --
Warrants -- --
----------- -----------
Dilutive potential shares -- --
----------- -----------
Denominator for diluted loss per share
-adjusted weighted average shares 2,544,005 2,504,583
=========== ===========
Basic loss per share $ (0.10) $ (0.14)
=========== ===========
Diluted loss per share $ (0.10) $ (0.14)
=========== ===========
The employee stock options and certain warrants issued to Hayward (see
Notes 6 and 7) are not included in the computation of loss per share
for 2000 and 1999 because the related shares are contingently issuable
or to do so would have been anti-dilutive. The Class A and Class B
warrants, employee stock options, certain warrants issued to Hayward
and the escrowed shares (see Notes 6 and 7) are not included in the
computation of loss per share for 2000 and 1999 because the related
shares are contingently issuable or to do so would have been
anti-dilutive.
F-18
SUPER VISION INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
December 31, 2000
10. BENEFIT PLANS:
The Company has established a profit sharing plan that permits
participants to make contributions by salary reduction pursuant to
Section 401(k) of the Internal Revenue Code of 1986, as amended. The
Company made matching contributions equal to 50%, of the participants'
contributions, to a maximum of 3% of the participants' salary, totaling
$37,463 and $29,874 for 2000 and 1999, respectively.
The Company has established a bonus plan, based on targeted sales
levels, which provides incentive compensation for sales employees.
Amounts charged to expense for bonuses to these employees were $65,029
and $33,049 for 2000 and 1999, respectively.
11. ADVERTISING COSTS:
The Company promotes its product lines primarily through print media.
Such media includes trade publications, trade shows and promotional
brochures. Advertising expenses included in selling, general and
administrative expenses were approximately $206,400 and $193,300 for
the years ended December 31, 2000 and 1999, respectively.
12. CONTINGENCIES:
In September 1999, WPI Electronics (`WPI") 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 and claiming approximately $576,000 in damages. The
Company filed a motion to dismiss this action and a separate action
against WPI in the U.S. District Court for the Middle District of
Florida claiming that the goods delivered by WPI were defective and
claiming approximately $1,646,000 in damages including recovery of
inventory on hand and goods previously returned but already paid
approximating $198,000. The Company intends to defend the lawsuit
vigorously. Due to the status of the litigation proceedings management
is unable to estimate the possible loss or recovery or range of loss or
recovery, if any at this time.
F-19
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SUPER VISION INTERNATIONAL, INC.
Date: March 22, 2001 By: /s/ BRETT M. KINGSTONE
-----------------------------------
Brett M. Kingstone - Chairman,
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
/s/ BRETT M. KINGSTONE March 22, 2001
- ------------------------------------------
Brett M. Kingstone - Chairman of
the Board of Directors, Chief
Executive Officer
(Principal Executive Officer)
/s/ LARRY J. CALISE March 22, 2001
- ------------------------------------------
Larry J. Calise - Chief Financial Officer
(Principal Financial and Accounting
Officer)
/s/ EDGAR PROTIVA March 22, 2001
- ------------------------------------------
Edgar Protiva - Director
/s/ ERIC PROTIVA March 22, 2001
- ------------------------------------------
Eric Protiva - Director
/s/ BRIAN MCCANN March 22, 2001
- ------------------------------------------
Brian McCann - Director
/s/ ANTHONY CASTOR March 22, 2001
- ------------------------------------------
Anthony Castor - Director
/s/ FRITZ ZECK March 22, 2001
- ------------------------------------------
Fritz Zeck - Director
F-20
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
21.0 Subsidiaries of the Registrant
23.1 Consent of Ernst & Young LLP