Surge Components Inc 10-Q for FY2021 Q3
Surge Components Inc (SPRS)
About this 10-Q
Surge Components Inc filed this 10-Q on October 15, 2021, covering the quarter ended August 31, 2021 (FY2021 Q3).
Headline figures
Quarter ended August 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $10.63M
- up 22.7% from $8.67M a year earlier
- Net income
- $881.24K
- up 27.9% from net income of $688.87K a year earlier
- Diluted EPS
- $0.15
- up 25.0% from $0.12 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from _______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| | ||
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act: None
The registrant’s common stock outstanding
as of October 8, 2021, was
SURGE COMPONENTS, INC
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
| August 31, 2021 | November 30, 2020 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable - net of allowance for doubtful accounts of $ | ||||||||
| Inventory, net | ||||||||
| Prepaid expenses and income taxes | ||||||||
| Total current assets | ||||||||
| Fixed assets – net of accumulated depreciation and amortization of $ | ||||||||
| Operating lease right of use asset | ||||||||
| Deferred income taxes | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
See notes to consolidated financial statements
1
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Continued)
| August 31, 2021 | November 30, 2020 | |||||||
| (unaudited) | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Operating lease liabilities, current maturities | ||||||||
| Financing lease payable, current maturities | ||||||||
| Accrued expenses and taxes | ||||||||
| Accrued salaries | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities net of current maturities | ||||||||
| Financing lease payable, net of current maturities | ||||||||
| Note payable to bank | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity: | ||||||||
| Preferred stock - $ | ||||||||
| Series C– | ||||||||
| Series D – | ||||||||
| Common stock - $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
See notes to consolidated financial statements.
2
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
| Nine Months Ended August 31, | Three Months Ended August 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and shipping expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income before other income (expense) and income taxes | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Other income PPP | ||||||||||||||||
| Other income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Income before income taxes | ||||||||||||||||
| Income taxes (benefit) | ( | ) | ||||||||||||||
| Net income | ||||||||||||||||
| Dividends on preferred stock | ||||||||||||||||
| Net income available to common shareholders | $ | $ | $ | $ | ||||||||||||
| Net income per share available to common shareholders: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
| Weighted Shares Outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See notes to consolidated financial statements
3
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity
Nine months ended August 31, 2020 and August 31, 2021
| Additional | ||||||||||||||||||||||||||||
| Series C Preferred | Common | Paid-In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance – December 1, 2019 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Preferred stock dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares as compensation | ||||||||||||||||||||||||||||
| Stock option expense | ||||||||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance – August 31, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Series C Preferred | Common | Paid-In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance – December 1, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Preferred stock dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Issuance of shares as compensation | ||||||||||||||||||||||||||||
| Stock option exercise | - | - | ( | ) | ||||||||||||||||||||||||
| Net Income | - | - | ||||||||||||||||||||||||||
| Balance – August 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
See notes to consolidated financial statements.
4
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended | ||||||||
August 31, 2021 | August 31, 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Gain on Forgiveness of debt | ( | ) | ||||||
| Deferred income taxes | ||||||||
| Allowance for doubtful accounts | ||||||||
| Stock Compensation | ||||||||
| CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid expenses and income taxes | ||||||||
| Other assets | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Acquisition of fixed assets | ( | ) | ( | ) | ||||
| NET CASH FLOWS USED IN INVESTING ACTIVITIES | $ | ( | ) | $ | ( | ) | ||
5
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Continued)
| Nine Months Ended | ||||||||
| August 31, | August 31, | |||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from exercise of stock options | $ | - | $ | |||||
| Proceeds from notes payable to bank | - | |||||||
| Repayment of financing lease obligations | ( | ) | ( | ) | ||||
| NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES | ( | ) | ||||||
| NET CHANGE IN CASH | ||||||||
| CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Accrued dividends on preferred stock | $ | $ | ||||||
See notes to consolidated financial statements.
6
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE A – ORGANIZATION, DESCRIPTION OF COMPANY’S BUSINESS AND BASIS OF PRESENTATION
Surge Components, Inc. (“Surge”) was incorporated in the State of New York and commenced operations on November 24, 1981 as an importer of electronic products, primarily capacitors and discrete semi-conductors selling to customers located principally throughout North America. On June 24, 1988, Surge formed Challenge/Surge Inc. (“Challenge”), a wholly-owned subsidiary to engage in the sale of electronic component products and sounding devices from established brand manufacturers to customers located principally throughout North America.
In May 2002, Surge and an officer of Surge founded
and became sole owners of Surge Components, Limited (“Surge Limited”), a Hong Kong corporation. Under current Hong Kong law,
Surge Limited is required to have at least
On August 31, 2010, the Company changed its corporate domicile by merging into a newly-formed corporation, Surge Components, Inc. (Nevada), which was formed in the State of Nevada for that purpose. Surge Components Inc. is the surviving entity.
In February 2019, the Company converted into a
Delaware corporation. The number of authorized shares of common stock was decreased to
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(1) Principles of Consolidation and Basis of Presentation:
The consolidated financial statements include the accounts of Surge, Challenge, and Surge Limited (collectively the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended November 30, 2020 filed with the SEC on February 28, 2021. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year.
(2) Accounts Receivable:
Trade accounts receivable are recorded at the net invoice value and are not interest bearing. The Company considers receivables past due based on the payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company also reserves a percentage of its trade receivable balance based on collection history and current economic trends that might impact the level of future credit losses. The Company re-evaluates such reserves on a regular basis and adjusts its reserves as needed. Based on the Company’s operating history and customer base, bad debts to date have not been material.
(3) Revenue Recognition:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers: Topic 606.” This ASU replaces nearly all existing U.S. generally accepted accounting principles guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment by the Company. The Company adopted the standard using the modified retrospective approach in its fiscal year beginning December 1, 2017. The preponderance of the Company’s contracts with customers are standard ship and bill arrangements where revenue is recognized at the time of shipment.
7
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(3) Revenue Recognition (continued):
Revenue is recognized for products sold by the Company when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable, collectability is reasonably assured and title and risk of loss have been transferred to the customer. This occurs when product is shipped from the Company’s warehouse.
For direct shipments, revenue is recognized when
product is shipped from the Company’s supplier. The Company has a long term supply agreement with one of our suppliers. The Company
purchases the merchandise from the supplier and has the supplier directly ship to the customer through a freight forwarder. Title passes
to customer upon the merchandise being received by a freight forwarder. Direct shipments were approximately $
The Company also acts as a sales agent to certain
customers in North America for one of its suppliers. The Company reports these commissions as revenues in the period earned. Commission
revenue totaled $
The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses.
The Company and its subsidiaries currently have
agreements with several distributors. There are no provisions for the granting of price concessions in any of the agreements. Revenues
under these distribution agreements were approximately $
(4) Inventories:
Inventories, which consist solely of products
held for resale, are stated at the lower of cost (first-in, first-out method) or net realizable value. Products are included in inventory
when the Company obtains title and risk of loss on the products, primarily when shipped from the supplier. Inventory in transit principally
from foreign suppliers at August 31, 2021 was $
(5) Depreciation and Amortization:
Fixed assets are recorded at cost. Depreciation is generally calculated on a straight line method and amortization of leasehold improvements is provided for on the straight-line method over the estimated useful lives of the various assets as follows:
| Furniture, fixtures and equipment | ||
| Computer equipment | ||
| Leasehold Improvements |
Maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.
(6) Concentration of Credit Risk:
Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company believes that concentrations
with regards to Accounts Receivable is limited to its customer base The Company maintains substantially all of its cash balances in a
limited number of financial institutions. At August 31, 2021 and November 30, 2020, the Company’s uninsured cash balances totaled
$
8
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(7) Income Taxes:
The Company’s deferred income taxes arise primarily from the differences in the recording of net operating losses, allowances for bad debts, inventory reserves, accrued payrolls and depreciation expense for financial reporting and income tax purposes. A valuation allowance is provided when it has been determined to be more likely than not that the likelihood of the realization of deferred tax assets will not be realized. See Note I.
The Company follows the provisions of the Accounting Standards Codification topic, ASC 740, “Income Taxes” (ASC 740). There have been no unrecognized tax benefits and, accordingly, there has been no effect on the Company’s financial condition or results of operations as a result of ASC 740.
The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before fiscal years ending November 30, 2017, and state tax examinations for years before fiscal years ending November 30, 2016. Management does not believe there will be any material changes in our unrecognized tax positions over the next twelve months.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740, there was no accrued interest or penalties associated with any unrecognized benefits, nor was any interest expense recognized during the nine months ended August 31, 2021 and August 31, 2020.
(8) Cash Equivalents:
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
(9) Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
(10) Marketing and promotional costs:
Marketing and promotional costs are expensed as incurred and have not been material to date. The Company has contractual arrangements with several of its distributors which provide for cooperative advertising rights to the distributor as a percentage of sales. Cooperative advertising is reflected as a reduction in revenues and has not been material to date.
(11) Fair Value of Financial Instruments:
The carrying amount of cash balances, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the nature of those items. Estimated fair values of financial instruments are determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret the market data used to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange.
(12) Shipping Costs
The Company classifies shipping costs as a component
of selling expenses. Shipping costs totaled $
9
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(13) Earnings Per Share
Basic earnings per share includes no dilution
and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for
the period. The difference between reported basic and diluted weighted-average common shares results from the assumption that all dilutive
stock options and convertible preferred stock exercised into common stock. Total potentially dilutive shares excluded from diluted
weighted shares outstanding at August 31, 2021 and August 31, 2020 totaled
(14) Stock Based Compensation
Stock Based Compensation to Employees
The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period.
Stock Based Compensation to Other than Employees
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
(15) Leases:
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“Topic 842”). Topic 842 requires the entity to recognize the assets and liabilities for the rights and obligations created by leased assets. Leases will be classified as either finance or operating, with classification affecting expense recognition in the income statement.
On December 1, 2019, the Company adopted Topic
842 applying the optional transition method, which allows an entity to apply the new standard at the adoption date with a cumulative effect
adjustment to the opening balance of retained earnings in the period of adoption. As a result of adopting Topic 842, the Company recognized
assets and liabilities for the rights and obligations created by operating leases totaling approximately $
The Company determines if a contract contains a lease at inception based on whether it conveys the right to control the use of an identified asset. Substantially all of the Company’s leases are classified as operating leases. The Company records operating lease right-of-use assets within “Other assets” and lease liabilities are recorded within “current and noncurrent liabilities” in the consolidated balance sheets. Lease expenses are recorded within “General and administrative expenses” in the consolidated statements of operations. Operating lease payments are presented within “Operating cash flows” in the consolidated statements of cash flows.
Operating lease right-of-use assets and lease liabilities are recognized based on the net present value of future minimum lease payments over the lease term starting on the commencement date. The Company generally is not able to determine the rate implicit in its leases and, as such, applies an incremental borrowing rate based on the Company’s cost of borrowing for the relevant terms of each lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease terms may include an option to extend or terminate a lease if it is reasonably certain that the Company will exercise such options. The Company has elected the practical expedient to not separate lease components from non-lease components, and also has elected not to record a right-of-use asset or lease liability for leases which, at inception, have a term of twelve months or less. Variable lease payments are recognized in the period in which the obligation for those payments is incurred.
10
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE C – FIXED ASSETS
Fixed assets consist of the following:
| August 31, | November 30, | |||||||
| 2021 | 2020 | |||||||
| Furniture and Fixtures | $ | $ | ||||||
| Leasehold Improvements | ||||||||
| Computer Equipment | ||||||||
| Less-Accumulated Depreciation | ( | ) | ( | ) | ||||
| Net Fixed Assets | $ | $ | ||||||
Depreciation and amortization expense for the
nine months ended August 31, 2021 and August 31, 2020 was $
NOTE D – FINANCING LEASE OBLIGATIONS
The Company is obligated under financing leases
for telephone equipment. The Company leases equipment under
Future minimum lease payments under these financing lease obligations as of August 31, 2021 are as follows:
| 2021 | $ | |||
| 2022 | $ | |||
| Total | $ | |||
| Less: interest portion | ||||
| Present value of net minimum lease payments | $ | |||
| Less: current portion | ||||
| Non-current portion | $ |
Financing lease obligations mature as follows:
Twelve months ended August 31, 2021:
| 2021 | $ | |||
| 2022 | $ | |||
| Principal payments remaining | $ |
11
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE E – LOANS PAYABLE
In February 2017, the Company obtained a line
of credit with a bank for up to $
The Company in May 2020 received loan proceeds
in the amount of approximately $
The unforgiven portion of the PPP loan would be
payable over five years at an interest rate of
NOTE F – ACCRUED EXPENSES
Accrued expenses consist of the following:
| August 31, | November 30, | |||||||
| 2021 | 2020 | |||||||
| Commissions | $ | $ | ||||||
| Preferred stock dividends | ||||||||
| Other accrued expenses | ||||||||
| $ | $ | |||||||
NOTE G – RETIREMENT PLAN
12
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE H – SHAREHOLDERS’ EQUITY
[1] Preferred Stock:
In February 1996, the Company amended its Certificate
of Incorporation to authorize the issuance of
In November 2000, the Company authorized
Dividends aggregating $156,569 have not been paid for the semi-annual periods ended December 31, 2001 through the semi-annual payment due December 31, 2020. The Company has accrued these dividends. At August 31, 2021, there are 10,000 shares of Series C Preferred issued and outstanding.
In October 2016, the Company authorized
[2] 2010 Incentive Stock Plan
In March 2010, the Company adopted, and in April
2010 the shareholders ratified, the 2010 Incentive Stock Plan (“2010 Stock Plan”). The 2010 Stock Plan provides for the grant
of options to officers, employees, directors or consultants to the Company to purchase an aggregate of
[3] 2015 Incentive Stock Plan
In November 2015, the Company adopted and the
shareholders ratified, the 2015 Incentive Stock Plan (“2015 Stock Plan”). The 2015 Stock Plan provides for the grant of options
to officers, employees, directors or consultants to the Company to purchase an aggregate of
In May 2016 a total of
In May 2019, a total of
In April 2020, the Company awarded one non-employee
director
In April 2020, a total of
In April 2020,
In April 2021, a total of
13
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE H – SHAREHOLDERS’ EQUITY (Continued)
[3] 2015 Incentive Stock Plan (continued)
Activity in the Company’s stock plans for the period ended August 31, 2021 is summarized as follows:
| Shares | Weighted Average Exercise Price | |||||||
| Options outstanding December 1, 2020 | $ | |||||||
| Options issued in the nine months ended August 31, 2021 | $ | |||||||
| Options exercised in the nine months ended August 31, 2021 | ( | ) | $ | ( | ) | |||
| Options cancelled in the nine months ended August 31, 2021 | $ | |||||||
| Options outstanding at August 31, 2021 | $ | |||||||
| Options exercisable at August 31, 2021 | $ | |||||||
The intrinsic value of the exercisable options
at August 31, 2021 totaled $
[4] Compensation of Directors
Compensation for each non-employee director is
$
NOTE I – INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using the enacted tax rates in effect in the years in which the differences are expected to reverse.
The Company’s deferred income taxes are comprised of the following:
| August 31, | November 30, | |||||||
| 2021 | 2020 | |||||||
| Deferred Tax Assets | ||||||||
| Net operating loss | $ | $ | ||||||
| Allowance for bad debts | ||||||||
| Inventory | ||||||||
| Other | ||||||||
| Depreciation | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ||||||
| Deferred Tax Assets | $ | $ | ||||||
14
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE I – INCOME TAXES (Continued)
The valuation allowance for the deferred tax assets
relates principally to the uncertainty of the utilization of deferred tax assets and was calculated in accordance with the provisions
of ASC 740, which requires that a valuation allowance be established or maintained when it is “more likely than not” that
all or a portion of deferred tax assets will not be realized. The valuation allowance decreased by approximately $
The Company’s income tax expense consists of the following:
| Nine Months Ended | ||||||||
| August 31, 2021 | August 31, 2020 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| States | ||||||||
| Deferred: | ||||||||
| Federal | ||||||||
| States | ||||||||
| Provision for income taxes | $ | $ | ||||||
The Company files a consolidated income tax return
with its wholly-owned subsidiaries and has net operating loss carryforwards of approximately $
| Nine months ended | ||||||||
| August 31, | August 31, | |||||||
| 2021 | 2020 | |||||||
| U.S Federal Income tax statutory rate | % | % | ||||||
| Valuation allowance | % | % | ||||||
| State income taxes | % | % | ||||||
| Other | ||||||||
| Effective tax rate | % | % | ||||||
15
SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE J – OPERATING LEASE COMMITMENTS
The Company leases its office and warehouse space
through 2030 from a corporation that is partially owned by officers/shareholders of the Company (“Related Company”). Annual
minimum rental payments to the Related Company approximated $
The Company has a lease to rent office space and a warehouse in Hong Kong through June 2023. Annual minimum rental payments for this space are approximately $68,580.
The Company has a lease to rent warehouse space in Hong Kong through December 31, 2022. Annual minimum rental payments for this space are approximately $36,840.
The Company’s future minimum rental commitments at August 31, 2021 are as follows:
Twelve Months Ended August 31,
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 and after | ||||
| $ |
Net rental expense for the nine months ended August
31, 2021 and August 31, 2020 were $
NOTE K – EMPLOYMENT AND OTHER AGREEMENTS
In February 2016, the Company entered into revised
employment agreements with
The Company’s compensation committee may
award these officers with bonuses and will review the base salary amounts for each of the officers on an annual basis to determine if
any changes to the base salary amounts need to be made and may also award these officers with annual bonuses.
NOTE L – MAJOR CUSTOMERS
The Company had
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SURGE COMPONENTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE M – MAJOR SUPPLIERS
During the nine months ended August 31, 2021 and
August 31, 2020 there was
The Company purchases substantially all of its
products overseas. For the nine months ended August 31, 2021, the Company purchased
NOTE N – EXPORT SALES
The Company’s export sales were as follows:
| Nine Months Ended | ||||||||
| August 31, | August 31, | |||||||
| 2021 | 2020 | |||||||
| Canada | ||||||||
| China | ||||||||
| Other Asian Countries | ||||||||
| South America | ||||||||
| Europe | ||||||||
Revenues are attributed to countries based on location of customer.
NOTE O – SUBSEQUENT EVENTS
In early January 2020, an outbreak of a respiratory illness caused by the coronavirus was identified in Wuhan, China. In response to the resulting pandemic, governments around the world took various preventative steps up to and including full or partial shutdowns. As a result of the drop in production in our suppliers and customers, the Company experienced order cancellations and order hold notices from customers. Although business has improved in the nine months of 2021, the effects of the pandemic will have an ongoing impact on the Company’s business. The duration of this crisis and its impact on both the Company’s customers and supply chain is expected to have an impact on the consolidated results of operations, cash flows and financial condition, but cannot be reasonably estimated at this time. Additionally, the spread of COVID-19 and the related actions implemented by governments of the United States and elsewhere across the globe, may worsen again over time. Thus, the pandemic may have an impact on the Company’s operations, the future effect of which will largely depend on future developments which are highly uncertain and cannot be predicted at this time. The Company continues to monitor its operations and applicable government recommendations and requirements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This report contains forward-looking statements. All statements other than statements of historical facts contained herein, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Furthermore, we cannot at this time assess the affect that the global outbreak of the novel Coronavirus may have on the Company.
In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. We discuss many of the risks in greater detail under the heading “Risk Factors” in our most recent Annual Report on Form 10-K. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the filing of this report. Except as required by law, we assume no obligation to update any forward-looking statements after the date of the filing of this report.
Overview
The Company operates with two sales groups, Surge Components (“Surge”) and Challenge Electronics (“Challenge”). Surge is a supplier of electronic products and components. These products include capacitors, which are electrical energy storage devices, and discrete semiconductor components, such as rectifiers, transistors and diodes, which are single function low power semiconductor products that are packaged alone as compared to integrated circuits such as microprocessors. The products sold by Surge are typically utilized in the electronic circuitry of diverse products, including, but not limited to, automobiles, audio products, temperature control products, lighting products, energy related products, computer related products, various types of consumer products, garage door openers, household appliances, power supplies and security equipment. These products are sold to both original equipment manufacturers, commonly referred to as OEMs, who incorporate them into their products, and to distributors of the lines of products we sell, who resell these products within their customer base. These products are manufactured predominantly in Asia by approximately sixteen independent manufacturers. We act as the master distribution agent utilizing independent sales representative organizations in North America to sell and market the products for one such manufacturer pursuant to a written agreement. When we act as a sales agent, our supplier who sold the product to the customer that we introduced to our supplier pays us a commission. The amount of the commission is determined on a sale by sale basis depending on the profit margin of the product. Commission revenue totaled $169,360 and $280,274 for the nine months ended August 31, 2021 and August 31, 2020 respectively.
Challenge is engaged in the sale of electronic components. In 1999, Challenge began as a division to sell audible components. We have been able to increase the types of products that we sell because some of our suppliers introduced new products, and we also located other products from new suppliers. Our core products include buzzers, speakers, microphones, resonators, alarms, chimes, filters, and discriminators. We now also work with our suppliers to have our suppliers customize many of the products we sell for many customers through the customers’ own designs and those that we work with our suppliers to have our suppliers redesign for them at our suppliers’ factories. We have an engineer on our staff who works with our suppliers on such redesigns and assists with the introduction of new product lines. We are continually looking to expand the line of products that we sell. We sell these products through independent representatives that earn a commission on the products we sell. We are also working with local, regional, and national distributors to sell these products to local accounts in every state.
The Company has a Hong Kong office to effectively handle the transfer business from United States customers purchasing and manufacturing in Asia after designing the products in the United States. This office has strengthened the Company’s global position, improving our capabilities and service to our customer base.
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The world of business continues to change because of “disruptors,” which are significant changes in traditional business practices that did not previously exist. For example, customers continue to centralize purchasing from regional purchasing and are stretching their payment terms. These changes also include customers moving their manufacturing operations from North America to Asia, and the trend of globalization. Some of our customers have been involved in mergers and acquisitions, causing consolidation. This trend makes business more complicated and costly for the Company. The Company must have a presence in Asia to service and further develop the business. For these reasons, we established Surge Ltd., our Hong Kong subsidiary. Currency fluctuations may also have an effect on doing business outside of North America. Customers have moved to reduce their supply chain, which could adversely affect the Company. In some market segments, demand for electronic components have decreased, and in other segments, the demand is still strong. Some technologies have become obsolete, while customers develop new products using different kinds of components. Management expects 2021 to be a year of change, in regards to pandemic healing, challenge, in regards to maintaining consistent flow of products during shortages of certain products, and growth as we see our customers return to full production pace. These challenges could affect the Company in negative ways, possibly reducing sales and or profitability. Because of a labor shortage, our customers engineering staff has been challenged, so getting our products approved has been and will continue to be impacted. The cost of raw materials have increased, and due to that fact, factories have increased our costs. Our year to date sales are strong and the Company has a strong backorder with customers due to the increased demand for products and the fact the customers are placing orders further into 2022 to cover their demand. In order for the Company to grow, we will depend on, among other things, the continued growth of the electronics and semiconductor industries, our ability to withstand intense price competition, our ability to obtain new customers, our ability to retain and attract sales and other key personnel in order to expand our marketing capabilities, our ability to secure adequate sources of products, which are in demand on commercially reasonable terms, our success in executing and managing growth, including monitoring an expanded level of operations and systems, controlling costs, the availability of adequate financing, the continued supply of products from our factories, and our ability to deal successfully, with new and future disruptors. The tariffs continue to impact the Company. At this time there is a shortage of electronics components which could impact the Company’s growth. Due to the radical increase of demand as the pandemic has eased, our lead times have stretched which could impact sales. The combination of new disruptors such as increased costs and longer lead times from factories to the Company could have negative impacts on the business in the future.
In March 2020, The World Health Organization categorized COVID-19 as a pandemic and it continues to negatively impact the global economy. During the pandemic we did everything we could do to keep customers production running and to keep things as smooth and stable as possible, and we will continue to do so. The Company has experienced order cancellations and order hold notices from customers and we expect this could continue. While the worst effects of the pandemic may be behind us in the United States, the virus situation is still serious globally, and business with customers in different regions is impacted more or less based on the Covid status in that region. Although the Company’s business has improved in the nine months of 2021 and our customers’ outlook for their business is stronger than it was previously, we cannot guarantee that the increase in subsequent quarters will continue as the coronavirus conditions may change. Additionally, the spread of COVID-19 and the related actions implemented by governments of the United States and elsewhere across the globe, may worsen again over time. Thus, the pandemic may have an impact on the Company’s operations, the future effect of which will largely depend on future developments which are highly uncertain and cannot be predicted at this time. The Company continues to monitor its operations and applicable government recommendations and requirements.
Critical Accounting Policies
Accounts Receivable
The allowance for doubtful accounts is based on the Company’s assessment of the collectability of specific customer accounts and an assessment of international, political and economic risk as well as the aging of the accounts receivable. If there is a change in actual defaults from the Company’s historical experience, the Company’s estimates of recoverability of amounts due could be affected and the Company would adjust the allowance accordingly.
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Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable, collectability is reasonably assured and title and risk of loss have been transferred to the customer. This occurs when product is shipped from the Company’s warehouse. For direct shipments from our suppliers to our customer, revenue is recognized when product is shipped from the Company’s supplier. The Company acts as a sales agent for certain customers buying direct from one of its suppliers. The Company reports these commissions as revenues in the period earned.
The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses.
Inventory Valuation
Inventories are recorded at the lower of cost or net realizable value. Write-downs of inventories to net realizable value are based on stock rotation, historical sales requirements and obsolescence as well as in the changes in the backlog. Reserves required for obsolescence were not material in any of the periods in the financial statements presented. If market conditions are less favorable than those projected by management, additional write-downs of inventories could be required. For example, each additional 1% of obsolete inventory would reduce operating income by approximately $45,000.
The Company does not have price protection agreements with any of its vendors and assumes the risk of changes in the prices of its products. The Company does not believe there to be a significant risk with regards to the lack of price protection agreements as many of its inventory items are purchased to fulfill purchase orders received.
Income Taxes
We have made a number of estimates and assumptions relating to the reporting of a deferred income tax asset to prepare our financial statements in accordance with generally accepted accounting principles. These estimates have a significant impact on our valuation allowance relating to deferred income taxes. Our estimates could materially impact the financial statements.
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Results of Operations
Consolidated net sales for the nine months ended August 31, 2021 increased by $6,277,592 or 28.4%, to $28,381,036 as compared to net sales of $22,103,444 for the nine months ended August 31, 2020. Consolidated net sales for the three months ended August 31, 2021 increased by $1,965,019 or 22.7%, to $10,632,274 as compared to net sales of $8,667,255 for the three months ended August 31, 2020. We attribute the increase to an increase in business with new customers as well as an increase in business with existing customers. We can also attribute the increase in 2021 to the impact of the coronavirus in Asia in the nine months ended August 31, 2020 since factories were shut and demand was reduced during that period. Since that period, factories in Asia have reopened and demand has increased. Customers are also ordering products further in advance due to issues with supply. Net sales for the nine months ended August 31, 2021 and August 31, 2020 reflect $611,252 and $840,399, respectively of tariff costs that the Company was able to pass on to its customers.
Our gross profit for the nine months ended August 31, 2021 increased by $1,753,650 to $7,944,001, or 28.3%, as compared to $6,190,351 for the nine months ended August 31, 2020. Gross margin as a percentage of net sales remained flat at 28% for the nine months ended August 31, 2021 and August 31, 2020. Gross profit for the three months ended August 31, 2021 increased by $824,732 to $3,086,713, or 36.5%, as compared to $2,261,981 for the three months ended August 31, 2020. Gross margin as a percentage of net sales increased to 29.0% for the three months ended August 31, 2021 compared to 26.1% for the three months ended August 31, 2020. We attribute the increase in gross margin to an increase in sales volume in the nine and three months ended August 31, 2021. We attribute the increase in gross margin as a percentage of sales to shipping products with higher margins in the three months ended August 31, 2021. Our industry we will continue to receive pressure from customers for price reductions. Some of them further demand periodic price reductions on a quarterly or semi-annual basis, as opposed to annual fixed pricing. We work with electronic manufacturing service subcontractor customers who manufacture products for other customers who do not have their own manufacturing operations. At times we are not able to recover these price reductions from our suppliers. The Company has agreements with these subcontractor customers to provide periodic cost reductions through rebates in the amount of 5%. These reductions only affect future shipments of our products, and do not affect existing orders. These reductions can have a negative impact on our profit margins since they reduce the amount of commissions we can earn. Even though this rebate can impact the Company’s gross profit margin, these subcontractor customers represent very significant potential growth for the Company, because they can help the Company become an approved supplier at the customers they manufacture for, and they purchase our components for these customers. We believe it would be very difficult for the Company to achieve business at these customers without the help of these subcontractor customers. During the nine months ended August 31, 2021, the Company was impacted by tariff costs on certain products imported from China, which went into effect as of July 6, 2018. The Company has been able to pass along a portion of these costs to its customers. The Company is also moving some customer deliveries directly to Hong Kong in order to mitigate some of these costs.
Selling and shipping expenses for the nine months ended August 31, 2021 was $1,893,729, an increase of $78,774, or 4.3%, as compared to $1,814,955 for nine months ended August 31, 2020. Selling and shipping expenses for the three months ended August 31, 2021 was $618,346, an increase of $34,362, or 5.9%, as compared to $583,984 for three months ended August 31, 2020.We attribute the increase during the nine and three months ended August 31, 2021 to an increase in commission expenses, entertainment and freight out expenses, offset by decreases in salesman payroll and travel expenses.
General and administrative expenses for the nine months ended August 31, 2021 was $3,770,917, an increase of $118,824, or 3.3%, as compared to $3,652,093 for the nine months ended August 31, 2020. General and administrative expenses for the three months ended August 31, 2021 was $1,196,692, an increase of $59,472, or 5.2% as compared to $1,137,220 for the three months ended August 31, 2020. The increase during the nine months ended August 31, 2021 is due primarily to increases in rent, utilities, professional fees, salaries, computer expenses, consulting expenses, temporary help expenses, general maintenance expenses, and settlement expenses. The increase was offset by decreases in health insurance, general insurance expenses, director fees, fewer bad debt expenses, and public company expenses. We attribute the increase during the three months ended August 31, 2021 to increases in officer payroll, salaries, director fees, rent expenses, temporary help, computer, and maintenance expenses. This increase was offset by decreases in health, general insurance expenses, and fewer bad debt expenses.
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Depreciation expense for the nine months ended August 31, 2021 was $52,573, an increase of $24,145, or 84.9%, as compared to $28,428 for the nine months ended August 31, 2020. Depreciation expense for the three months ended August 31, 2021 was $17,524, an increase of $8,001, or 84%, as compared to $9,523 for the three months ended August 31, 2020. The increase is due to the company purchasing new equipment during the nine months ended August 31, 2021.
Other income for the nine months ended August 31, 2021 was $450,617, an increase of $429,077 compared to $21,540 for the nine months ended August 31, 2020. Other income for the three months ended August 31, 2021 was $303, a decrease of $259 compared to $562 for the three months ended August 31, 2020. We attribute the increase to Company receiving forgiveness for the Paycheck Protection Program (“PPP”) loan in the amount of $449,700 during the nine months ended August 31, 2021.
Tax expense for the nine months ended August 31, 2021 was $813,383, an increase of $601,547 as compared to a tax expense of $211,836 for the nine months ended August 31, 2020. Tax expense for the three months ended August 31, 2021 was $372,928, an increase of $530,454 as compared to a tax benefit of $157,526 for the three months ended August 31, 2020. The changes result from our net income for such periods and management’s revised estimate of future taxable income and the related impact on the reported deferred tax. The change in the valuation allowance is based on management estimates of future taxable income. The degree of variability inherent in the estimates of future taxable income is significant and subject to change in the near term. The Company reviews its estimates of future taxable income in each reporting period and adjustments to the valuation allowance are reflected in the current operations.
As a result of the foregoing, net income for the nine months ended August 31, 2021 was $1,863,012, compared to a net income of $503,013 for nine months ended August 31, 2020. The net income for the three months ended August 31, 2021 was $881,240, compared to a net income of $688,865 for the three months ended August 31, 2020.
Liquidity and Capital Resources
As of August 31, 2021 we had cash of $5,486,467, and working capital of $11,392,883. We believe that our working capital levels are adequate to meet our operating requirements during the next twelve months. The Company is exploring and evaluating opportunities for growth and expansion using the Company’s cash resources.
During the nine months ended August 31, 2021, we had net cash flow provided by operating activities of $1,297,266, as compared to net cash flow provided by operating activities of $580,215 for the nine months ended August 31, 2020. The increase in cash flow from operating activities resulted from increases in net income, deferred income taxes, depreciation, accounts payable, and prepaid expenses, and was offset by decreases in stock compensation, accounts receivable, inventory, and forgiveness of debt.
We had net cash flow used in investing activities of $(192,397) for the nine months ended August 31, 2021, as compared to net cash flow used in investing activities of $(19,387) for the nine months ended August 31, 2020. We attribute the change to the Company purchasing more new equipment during the nine months ended August 31, 2021.
We had net cash flow used by financing activities of $(6,331) during the nine months ended August 31, 2021 as compared to $509,182 provided by financing activities for nine months ended August 31, 2020. We attribute this to the Company’s loan related to the Paycheck Protection Program loan in the amount of $449,700 in the 2020 period.
`
As a result of the foregoing, the Company had a net increase in cash of $1,098,538 for the nine months ended August 31, 2021, as compared to a net increase in cash of $1,070,010 for the nine months ended August 31, 2020.
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The table below sets forth our contractual obligations, including long-term debt, operating leases and other long-term obligations, as of August 31, 2021:
| Payments due | ||||||||||||||||||||
| 0 – 12 | 13 – 36 | 37 – 60 | More than | |||||||||||||||||
| Contractual Obligations | Total | Months | Months | Months | 60 Months | |||||||||||||||
| Capital Lease Obligations | $ | 10,771 | $ | 9,158 | $ | 1,613 | $ | - | $ | - | ||||||||||
| Operating leases | $ | 2,080,278 | 298,862 | 467,908 | 414,558 | 898,950 | ||||||||||||||
| Total obligations | $ | 2,091,049 | $ | 308,020 | $ | 469,521 | $ | 414,558 | $ | 898,950 | ||||||||||
Inflation
In the past two fiscal years, inflation has not had a significant impact on our business. However, any significant increase in inflation and interest rates could have a significant effect on the economy in general and, thereby, could affect our future operating results.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“Commission”). Ira Levy, the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of August 31, 2021 and has concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Controls
During the three months ended August 31, 2021 there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no legal proceedings to which the Company or any of its property is the subject.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SURGE COMPONENTS, INC. | ||
| Date: October 15, 2021 | By: | /s/ Ira Levy |
| Name: | Ira Levy | |
| Title: | Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | |
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