Mail Stop 0510
June 1, 2005
Mr. Brett M. Kingstone
Super Vision International, Inc.
8210 Presidents Drive
Orlando, Florida 32809
Re: Super Vision International, Inc.
Form 10-KSB for the year ended December 31, 2004
Filed March 30, 2005
File No. 0-23590
Dear Mr. Kingstone:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
General
Earnings Releases
1. We note your company publishes quarterly earnings releases and
makes them that available on your website and through Yahoo
Finance.
Please tell us how you determined that you did not need to file an
Item 2.02 Form 8-K for each of these quarterly earnings releases.
Refer to the instructions to Form 8-K.
Management`s Discussion and Analysis or Plan of Operation, page 12
Results of Operations, page 13
2. We note from your analysis of results of operations on page 14
that you have warranty expenses. Please tell us how you
determined
that you did not need to provide the disclosures required by
paragraph 14 of FIN 45 in your financial statements. If
necessary,
revise future filings to include these disclosures.
Earnings Before Interest, Taxes, Depreciation and Amortization,
page
17
3. We note you present the non-GAAP measure EBITDA. If you use
this
measure in future filings, please revise your presentation to
address
the following:
* Since the measure you refer to as EBITDA excludes items in
addition
to what its acronym suggests, revise the title of the measure you
present. See our response to question 14 of Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures on our
website at www.sec.gov/divisions/corpfin.
* Since you state you use EBITDA as a performance measure, provide
each bulleted disclosure required by our response to question 8 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures.
Consolidated Statements of Operations, page F-4
4. We note that you have classified a gain/loss on disposal of
property and equipment as part of total non-operating expense,
net.
Please refer to paragraph 45 of SFAS 144, and tell us how you
determined that this classification was appropriate. If
necessary,
revise future filings to reclassify these gains and losses, and
any
future similar gains and losses, as part of the subtotal captioned
operating loss.
Note 1-Summary of Significant Accounting Policies, page F-7
Revenue Recognition, page F-7
5. Based on the description of your business, it appears that some
of
your products are made to customer specifications. Given this
disclosure, it is not clear if your sales have customer acceptance
provisions. Please tell us the nature of any customer acceptance
provisions or rights of return and address how they impact your
revenue recognition policies. If applicable, revise future
filings
to provide this information.
Property and Equipment, page F-8
6. Please revise future filings to clarify the estimated useful
lives
for each major category of your property and equipment. We assume
that estimated useful lives vary significantly between the
categories, such as computers and machinery and equipment, and we
believe that this information is useful to your readers.
Intangible Assets and Goodwill, F-8
7. We read you determined that your remaining goodwill was
impaired
during 2004 and recorded an impairment charge to remove it from
your
balance sheet. Please revise future filings to provide all of the
disclosures required by paragraph 46 of SFAS 142. In this regard,
you should disclose the facts and circumstances leading up to the
impairment and the methodology used to determine fair value in
your
impairment testing.
Controls and Procedures, page 26
8. We note that your Chief Executive Officer and Chief Financial
Officer concluded that your disclosure controls and procedures
"are
effective for recording, processing, summarizing and reporting the
information we are required to disclose in the reports we file
under
the Securities Exchange Act of 1934, within the time periods
specified in the SEC`s rules, regulations and forms." Please
revise
future filings to clarify, if true, that your officers concluded
that
your disclosure controls and procedures are also effective to
ensure
that information required to be disclosed in the reports that you
file or submit under the Exchange Act is accumulated and
communicated
to your management, including your Chief Executive Officer and
Chief
Financial Officer, to allow timely decisions regarding required
disclosure. See Exchange Act Rule 13a-15(e). Alternatively, you
may
revise future filings to state that your disclosure controls and
procedures are effective, or not effective, without providing any
part of the definition of disclosure controls and procedures that
is
included in Exchange Act Rule 13a-15(e).
* * *
Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response. Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information. Detailed letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to Jennifer Thompson, Staff Accountant, at (202) 551-
3737
or, in her absence, to the undersigned at (202) 551-3768.
Sincerely,
John Cash
Accounting Branch Chief
Mr. Brett Kingstone
Super Vision International, Inc.
June 1, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510
DIVISION OF
CORPORATION FINANCE