Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Nov. 30, 2016 | Feb. 26, 2017 | May 31, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SURGE COMPONENTS INC | ||
Entity Central Index Key | 747,540 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --11-30 | ||
Document Type | 10-K | ||
Document Period End Date | Nov. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 4.1 | ||
Entity Common Stock, Shares Outstanding | 10,224,431 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Current assets: | ||
Cash | $ 7,120,601 | $ 7,169,118 |
Accounts receivable - net of allowance for doubtful accounts of $159,976 and $127,531 | 5,558,808 | 4,693,749 |
Inventory, net | 2,929,570 | 3,199,463 |
Prepaid expenses and income taxes | 144,824 | 131,522 |
Deferred income taxes | 304,887 | 249,533 |
Total current assets | 16,058,690 | 15,443,385 |
Fixed assets - net of accumulated depreciation and amortization of $2,185,540 and $2,154,182 | 81,974 | 104,738 |
Deferred income taxes | 609,773 | 748,597 |
Other assets | 13,384 | 13,384 |
Total assets | 16,763,821 | 16,310,104 |
Current liabilities: | ||
Accounts payable | 3,237,592 | 3,261,763 |
Accrued expenses and taxes | 1,544,882 | 572,487 |
Accrued salaries | 431,111 | 528,957 |
Total current liabilities | 5,213,585 | 4,363,207 |
Deferred rent | 39,962 | 41,955 |
Total liabilities | 5,253,547 | 4,405,162 |
Commitments and contingencies | ||
Shareholders' equity | ||
Preferred stock value | ||
Common stock - $.001 par value stock, 75,000,000 shares authorized, 10,224,431 and 9,999,125 shares issued and outstanding | 10,224 | 9,999 |
Additional paid-in capital | 23,702,310 | 23,529,729 |
Accumulated deficit | (12,202,270) | (11,634,796) |
Total shareholders' equity | 11,510,274 | 11,904,942 |
Total liabilities and shareholders' equity | 16,763,821 | 16,310,104 |
Series A Preferred stock | ||
Shareholders' equity | ||
Preferred stock value | ||
Series B Preferred stock | ||
Shareholders' equity | ||
Preferred stock value | ||
Series C Preferred stock | ||
Shareholders' equity | ||
Preferred stock value | 10 | 10 |
Total shareholders' equity | 10 | 10 |
Series D Preferred stock | ||
Shareholders' equity | ||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Allowance for doubtful accounts of accounts receivable | $ 159,976 | $ 127,531 |
Accumulated depreciation and amortization on fixed assets | $ 2,185,540 | $ 2,154,182 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 10,224,431 | 9,999,125 |
Common stock, shares outstanding | 10,224,431 | 9,999,125 |
Series A Preferred stock | ||
Preferred stock, shares authorized | 260,000 | 260,000 |
Preferred stock, shares outstanding | ||
Series B Preferred stock | ||
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, shares outstanding | ||
Series C Preferred stock | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, liquidation preference per share | $ 5 | $ 5 |
Series D Preferred stock | ||
Preferred stock, shares authorized | 75,000 | 75,000 |
Preferred stock, shares outstanding | ||
Preferred stock, shares issued |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement [Abstract] | ||
Net sales | $ 29,556,343 | $ 29,734,493 |
Cost of goods sold | 22,093,768 | 22,300,757 |
Gross profit | 7,462,575 | 7,433,736 |
Operating expenses: | ||
Selling and shipping expenses | 2,510,335 | 2,394,331 |
General and administrative expenses | 5,395,502 | 3,902,358 |
Depreciation and amortization | 31,358 | 39,766 |
Total operating expenses | 7,937,195 | 6,336,455 |
(Loss) Income before other income and income taxes | (474,620) | 1,097,281 |
Other income: | ||
Investment income | 8,724 | 8,832 |
Other income | 8,724 | 8,832 |
(Loss) Income before income taxes | (465,896) | 1,106,113 |
Income taxes | 96,578 | 241,228 |
Net (Loss) income | (562,474) | 864,885 |
Dividends on preferred stock | 5,000 | 7,100 |
Net (Loss) income available to common shareholders | $ (567,474) | $ 857,785 |
Net (Loss) income per share available to common shareholders: | ||
Basic | $ (0.06) | $ 0.09 |
Diluted | $ (0.06) | $ 0.09 |
Weighted Shares Outstanding: | ||
Basic | 10,066,202 | 9,641,542 |
Diluted | 10,066,202 | 9,759,575 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Total | Common | Additional Paid-in Capital | Accumulated Deficit | Series C Preferred stock |
Beginning Balance at Nov. 30, 2014 | $ 10,708,928 | $ 9,080 | $ 23,192,405 | $ (12,492,581) | $ 24 |
Beginning Balance, shares at Nov. 30, 2014 | 9,080,012 | 23,700 | |||
Preferred stock dividends | (7,100) | (7,100) | |||
Issuance of options | 34,913 | 34,913 | |||
Exercise of options | 143,750 | $ 575 | 143,175 | ||
Exercise of options, shares | 575,000 | ||||
Issuance of shares for conversion of accrued interest | 102,400 | $ 114 | 102,286 | ||
Issuance of shares for conversion of accrued interest, shares | 113,803 | ||||
Issuance of shares as compensation | 57,166 | $ 78 | 57,088 | ||
Issuance of shares as compensation, shares | 78,310 | ||||
Issuance of common shares in value | $ 152 | (138) | $ (14) | ||
Issuance of common shares | 152,000 | (13,700) | |||
Net income | 864,885 | 864,885 | |||
Ending Balance at Nov. 30, 2015 | 11,904,942 | $ 9,999 | 23,529,729 | (11,634,796) | $ 10 |
Ending Balance, shares at Nov. 30, 2015 | 9,999,125 | 10,000 | |||
Preferred stock dividends | (5,000) | (5,000) | |||
Exercise of options | 148,250 | $ 183 | 148,067 | ||
Exercise of options, shares | 183,438 | ||||
Issuance of shares as compensation | 74,363 | $ 99 | 74,264 | ||
Issuance of shares as compensation, shares | 99,151 | ||||
Repurchase of common shares in value | (49.807) | $ (57) | (49,750) | ||
Repurchase of common shares | (57,283) | ||||
Net income | (562,474) | (562,474) | |||
Ending Balance at Nov. 30, 2016 | $ 11,510,274 | $ 10,224 | $ 23,702,310 | $ (12,202,270) | $ 10 |
Ending Balance, shares at Nov. 30, 2016 | 10,224,431 | 10,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (Loss) Income | $ (562,474) | $ 864,885 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 31,358 | 39,766 |
Stock compensation expense | 74,363 | 92,079 |
Deferred income taxes | 83,470 | 185,363 |
Allowance for doubtful accounts | 32,445 | 33,766 |
CHANGES IN OPERATING ASSETS AND LIABILITIES: | ||
Accounts receivable | (897,504) | (293,521) |
Inventory | 269,893 | 58,693 |
Prepaid expenses and income taxes | (13,302) | 101,753 |
Other assets | (1,732) | |
Accounts payable | (24,171) | (27,034) |
Deferred rent | (1,993) | 1,391 |
Accrued expenses | 869,549 | (145,064) |
NET CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES | (138,366) | 910,345 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of fixed assets | (8,594) | (59,538) |
NET CASH FLOWS USED IN INVESTING ACTIVITIES | (8,594) | (59,538) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repurchase of Common Stock | (49,807) | |
Proceeds from exercising stock options | 148,250 | 143,750 |
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 98,443 | 143,750 |
NET CHANGE IN CASH | (48,517) | 994,557 |
CASH AT BEGINNING OF PERIOD | 7,169,118 | 6,174,561 |
CASH AT END OF PERIOD | 7,120,601 | 7,169,118 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid | 35,959 | 55,865 |
Interest paid | ||
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accrued dividends on preferred stock | $ 5,000 | $ 7,100 |
Organization, Description of Co
Organization, Description of Company's Business and Basis of Presentation | 12 Months Ended |
Nov. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, DESCRIPTION OF COMPANY'S BUSINESS AND BASIS OF PRESENTATION | 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 two shareholders. Surge owns 999 shares of the outstanding common stock and the officer of Surge owns 1 share of the outstanding common stock. The officer of Surge has assigned his rights regarding his 1 share to Surge. Surge Limited started doing business in July 2002. Surge Limited operations have been consolidated with the Company. Surge Limited is responsible for the sale of Surge’s products to customers located in Asia. 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. The number of common stock shares authorized for issuance was increased to 75,000,000 shares. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (1) Principles of Consolidation 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. (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 amounts 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 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 $3,925,000 and $3,930,000 for the years ended November 30, 2016 and November 30, 2015 respectively. 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 $303,968 and $266,525 for the years ended November 30, 2016 and November 30, 2015 respectively. 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 $8,972,000 and $9,331,000 for the years ended November 30, 2016 and November 30, 2015 respectively. (4) Inventories Inventories, which consist solely of products held for resale, are stated at the lower of cost (first-in, first-out method) or market. 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 November 30, 2016 was $1,552,650. The Company, at November 30, 2016, has a reserve against slow moving and obsolete inventory of $226,874. From time to time the Company’s products are subject to legislation from various authorities on environmental matters. (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 5 - 7 years Computer equipment 5 years Leasehold Improvements Estimated useful life or lease term, whichever is shorter 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 accounts receivable. The Company maintains substantially all of its cash balances in a limited number of financial institutions. At November 30, 2016 and November 30, 2015, the Company’s uninsured cash balances totaled $4,550,807 and $3,988,761, respectively. (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 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 G. 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, 2012, and state tax examinations for years before fiscal years ending November 30, 2011. 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 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 years ended November 30, 2016 and November 30, 2015. (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 $5,847 and $8,664 for the years ended November 30, 2016 and November 30, 2015 respectively. (13) Earnings Per Share Basic earnings (loss) 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 November 30, 2016 and November 30, 2015 totaled 452,000 and 518,405, respectively. (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. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Nov. 30, 2016 | |
Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE C - FIXED ASSETS Fixed assets consist of the following: November 30, November 30, 2016 2015 Furniture and Fixtures $ 327,971 $ 327,971 Leasehold Improvements 956,637 956,637 Computer Equipment 982,906 974,312 Less-Accumulated Depreciation (2,185,540 ) (2,154,182 ) Net Fixed Assets $ 81,974 $ 104,738 Depreciation and amortization expense for the years ended November 30, 2016 and November 30, 2015 was $31,358 and $39,766, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Nov. 30, 2016 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | NOTE D - ACCRUED EXPENSES Accrued expenses consist of the following: November 30, November 30, 2016 2015 Commissions $ 281,888 $ 276,724 Preferred Stock Dividends 129,069 124,069 Interest - - Other accrued expenses 323,965 171,694 Accrued Professional Fees 809,960 - $ 1,544,882 $ 572,487 In March 2000, the Company completed a $7,000,000 private placement of convertible notes. The face value of the notes was converted into common stock in July 2001 pursuant to the automatic conversion provisions of the notes. However, approval by holders of the notes was required to convert the interest accrued on the notes to common stock. The accrued interest set forth in the Company’s financial statements relates to the portion of the accrued interest for which note holder approval was not obtained and therefore not converted into common stock. No additional interest accrues on these amounts and none of the accrued interest was repaid during any of the periods presented. In February 2015, the Company issued 113,803 shares of common stock to the holders of the Notes at a conversion rate of $0.90 per share. |
Retirement Plan
Retirement Plan | 12 Months Ended |
Nov. 30, 2016 | |
Retirement Plan [Abstract] | |
RETIREMENT PLAN | NOTE E – RETIREMENT PLAN In June 1997, the Company adopted a qualified 401(k) retirement plan for all full-time employees who are twenty-one years of age and have completed twelve months of service. The plan allows total employee contributions of up to fifteen percent (15%) of the eligible employee’s salary through salary reduction. The Company makes a matching contribution of twenty percent (20%) of each employee’s contribution for each dollar of employee deferral up to five percent (5%) of the employee’s salary. Net assets for the plan, as estimated by Union Central, Inc., which maintains the plan’s records, were approximately $1,229,000 at November 30, 2016. Pension expense for the years ended November 30, 2016 and November 30, 2015 was $1,437 and $2,287, respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Nov. 30, 2016 | |
Shareholders' Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE F – SHAREHOLDERS’ EQUITY [1] Preferred Stock In February 1996, the Company amended its Certificate of Incorporation to authorize the issuance of 1,000,000 shares of preferred stock in one or more series. In August 2010, the number of preferred shares authorized for issuance was increased to 5,000,000 shares. In January 2000, the Company authorized 260,000 shares of preferred stock as Non-Voting Redeemable Convertible Series A Preferred Stock (“Series A Preferred”). None of the Series A preferred stock is outstanding as of November 30, 2016. In November 2000, the Company authorized 200,000 shares of preferred stock as Voting Redeemable Convertible Series B Preferred Stock (“Series B Preferred”). None of the Series B Preferred Stock is outstanding as of November 30, 2016. In November 2000, the Company authorized 100,000 shares of preferred stock as Non-Voting Redeemable Convertible Series C Preferred Stock (“Series C Preferred”). Each share of Series C Preferred is automatically convertible into 10 shares of our common stock upon shareholder approval. If the Series C Preferred were converted into common stock on or before April 15, 2001, these shares were entitled to cumulative dividends at the rate of $.50 per share per annum commencing April 15, 2001 payable on June 30 and December 31 of each year. In November 2000, 70,000 shares of the Series C Preferred were issued in payment of financial consulting services to its investment banker and a shareholder of the Company. In April 2001, 8,000 shares of the Series C Preferred were repurchased and cancelled. In April 2002, in connection with a Mutual Release, Settlement, Standstill and Non-Disparagement Agreement among other provisions, certain investors transferred back to the Company 252,000 shares of common stock, 19,300 shares of Series C preferred stock, and certain warrants, in exchange for $225,000. These repurchased shares were cancelled. In February 2006, the Company settled with a shareholder to repurchase 10,000 shares of Series C Preferred plus accrued dividends for $50,000. Pursuant to exchange agreements dated as of March 14, 2011, 9,000 shares of Series C Preferred were returned to the Company for cancellation in exchange for 112,500 shares of common stock. In October 2014, 2,000 shares of Series C Preferred were converted into 20,000 shares of common stock. In April 2015, the Company entered into a settlement agreement with a shareholder pursuant to which 7,500 shares of Series C Preferred were returned to the Company for cancellation in exchange for 110,000 shares of common stock plus $65,000 for accrued dividends and legal fees and expenses. In July 2015, 4,200 shares of Series C Preferred were exchanged for 42,000 shares of common stock and $29,838 in accrued dividends. Dividends aggregating $129,069 have not been paid for the semi-annual periods ended December 31, 2001 through the semi-annual payment due June 30, 2016. The Company has accrued these dividends. At November 30, 2016, there are 10,000 shares of Series C Preferred issued and outstanding. In October 2016, the Company authorized 75,000 shares of preferred stock as Voting Non-Redeemable Convertible Series D Preferred Stock (“Series D Preferred”). None of the Series D Preferred Stock is outstanding as of November 30, 2016. [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 1,500,000 common shares. Activity in the 2010 Stock Plan for the year ended November 30, 2016 is summarized as follows: Weighted Average Shares Exercise Options outstanding December 1, 2015 535,438 $ 0.85 Options issued in the year ended November 30, 2016 - $ - Options exercised in the year ended November 30, 2016 (183,438 ) $ 0.81 Options cancelled in the year ended November 30, 2016 - $ - Options outstanding at November 30, 2016 352,000 $ 0.87 Options exercisable at November 30, 2016 352,000 $ .087 [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 1,500,000 common shares. In May 2016 a total of 99,151 shares were issued to the Company’s officers as part of their 2015 bonus compensation under the 2015 Stock Plan. Stock Compensation In March 2015, the Company awarded one employee director 48,530 shares of its common stock and another employee director 29,780 shares of its common stock as part of their 2014 bonus. The Company recorded a cost of $57,166 relating to the issuance of these shares. In February 2015, one non-employee director exercised an option to acquire 25,000 shares of common stock for $0.25 per share. In April 2015, two employee directors each exercised options to acquire 250,000 shares for $0.25 per share. Also in April 2015, two non-employee directors each exercised options to acquire 25,000 shares of common stock for $0.25 per share. In July 2015, the Company granted stock options to (a) three non-employee directors to each purchase 25,000 shares of common stock, and (b) one non-employee-director to purchase 50,000 shares of common stock, at an exercise price of $.87 per share, the market price of the common stock on the date of the grant. These options vest immediately and expire five years from the grant date. The Company recorded a cost of $19,913 related to the granting of these options. The fair value of these stock options are estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: expected volatility of 17% (based on the Company’s historical stock volatility); average risk-free interest rate of 1.55% (the five year treasury note rate on the date of the grant); initial expected life of 5 years (based on the term of the options) and no expected dividend yield. In April 2016, the Company awarded one employee director 67,901 shares of its common stock and another employee director 31,250 shares of its common stock under the 2015 Stock Plan as part of their 2015 bonus. The Company recorded a cost of $74,363 relating to the issuance of these shares. In October 2016 one employee director exercised options to acquire 50,000 shares of common stock at $0.82 per share and 62,500 shares of common stock at $0.80 per share. In October 2016, one employee director exercised options to acquire 25,000 shares of common stock at $0.82 per share and 45,938 shares of common stock at $0.80 per share. The intrinsic value of the exercisable options at November 30, 2016 totaled $64,250. At November 30, 2016 the weighted average remaining life of the stock options is 1.59 years. At November 30, 2016, there was no unrecognized compensation cost related to the stock options granted under the plan. [4] Authorized Repurchase In November 2015, the Board of Directors authorized the Company to purchase up to $500,000 of common stock in the open market or in privately negotiated transactions. Pursuant to such authority and pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of November 30, 2016 a total of 57,283 shares have been repurchased for approximately $48,300. In January 2017, the Company terminated its repurchase program. [5] Compensation of Directors Compensation for each non-employee director is $2,500 per month (and $3,500 per month for a non-employee director that serves as the chairman of more than two committees of the Board of Directors). In February 2015, one non-employee director exercised an option and acquired 25,000 shares of common stock for $0.25 per share. In April 2015, two non-employee directors exercised options and acquired 25,000 shares each of common stock for $0.25 per share. In July 2015, options were granted to three non-employee directors each to purchase 25,000 shares of common stock and one non-employee director to purchase 50,000 shares of common stock at an exercise price of $0.87 per share. |
Income Taxes
Income Taxes | 12 Months Ended |
Nov. 30, 2016 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE G – 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: November 30, November 30, 2016 2015 Deferred Tax Assets Net operating loss $ 4,208,030 $ 4,095,388 Allowance for bad debts 49,276 39,296 Inventory 100,446 100,017 Deferred Rent 15,961 16,756 Depreciation 149,172 156,272 Total deferred tax assets 4,522,885 4,407,729 Valuation allowance (3,608,225 ) (3,409,599 ) Deferred Tax Assets $ 914,660 $ 998,130 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 increased by approximately $160,000 during the year ended November 30, 2016. This valuation is based on management estimates of future taxable income. Although the degree of variability inherent in the estimates of future taxable income is significant and subject to change in the near term, management believes, that the estimate is adequate. The estimated valuation allowance is continually reviewed and as adjustments to the allowance become necessary, such adjustments are reflected in the current operations. The Company’s income tax expense consists of the following: Years Ended November 30, November 30, Current: Federal $ - $ 12,602 States 17,088 42,263 17,088 55,865 Deferred: Federal 65,321 146,434 States 14,169 38,929 79,490 185,363 Provision for income taxes $ 96,578 $ 241,228 The Company files a consolidated income tax return with its wholly-owned subsidiaries and has net operating loss carryforwards of approximately $10,520,000 for federal and state purposes, which expire through 2020. A reconciliation of the difference between the expected income tax rate using the statutory federal tax rate and the Company’s effective rate is as follows: Years ended November 30, November 30, 2016 2015 U.S Federal Income tax statutory rate (34 )% 34 % Valuation allowance 78 % (19 )% State income taxes 9 % 7 % Other - - Effective tax rate 53 % 22 % |
Rental Commitments
Rental Commitments | 12 Months Ended |
Nov. 30, 2016 | |
Rental Commitments [Abstract] | |
RENTAL COMMITMENTS | NOTE H– RENTAL COMMITMENTS The Company leases its office and warehouse space through 2020 from a corporation that is controlled by officers/shareholders of the Company (“Related Company”). Annual minimum rental payments to the Related Company approximated $173,000 for the year ended November 30, 2016, and increase at the rate of three per cent per annum throughout the lease term. Pursuant to the lease, rent expense charged to operations differs from rent paid because of scheduled rent increases. Accordingly, the Company has recorded deferred rent. Rent expense is calculated by allocating to rental payments, including those attributable to scheduled rent increases, on a straight line basis, over the lease term. In June 2015, the Company renewed its lease to rent office space and a warehouse in Hong Kong for two years. Annual minimum rental payments for this space are approximately $58,500. The Company’s future minimum rental commitments at November 30, 2016 are as follows: Twelve Months Ended November 30, 2017 $ 205,262 2018 $ 179,551 2019 $ 183,142 2020 $ 155,154 2021 & thereafter $ - $ 723,109 Net rental expense for the years ended November 30, 2016 and November 30, 2015 were $311,081 and $306,263 respectively, of which $253,412 and $250,026 respectively, was paid to the Related Company. |
Employment and Other Agreements
Employment and Other Agreements | 12 Months Ended |
Nov. 30, 2016 | |
Employment and Other Agreements [Abstract] | |
EMPLOYMENT AND OTHER AGREEMENTS | NOTE I – EMPLOYMENT AND OTHER AGREEMENTS In February 2016, the Company entered into revised employment agreements with two officers of the Company. Pursuant to these agreements, the base salary for one officer is $275,000 and the base salary for the other officer is $225,000. The agreements continue until terminated by either party. 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 need to be made. Pursuant to the employment agreements, the officers are prohibited from engaging in activities which are competitive with those of the Company during the employment and for one year following termination. If the agreement is terminated for other than cause, the officer would be entitled to any and all base salary, accrued but unused vacation, all vested equity, and bonus amounts payable to the officer through the date of termination. He would also be paid an additional thirty-six months of annual compensation equal to the average of his base salary and bonus for the three calendar years prior to the date of termination, payable in accordance with the Company’s regular payroll practice over a 52-week period. |
Major Customers
Major Customers | 12 Months Ended |
Nov. 30, 2016 | |
Major Customers [Abstract] | |
MAJOR CUSTOMERS | NOTE J– MAJOR CUSTOMERS The Company had two customers who each accounted for 12% of net sales for year ended November 30, 2016 and one customer who accounted for 17% of net sales for the year ended November 30, 2015. The Company had one customer who accounted for 17% of accounts receivable at November 30, 2016 and one customer who accounted for 10% of accounts receivable at November 30, 2015. |
Major Suppliers
Major Suppliers | 12 Months Ended |
Nov. 30, 2016 | |
Major Suppliers [Abstract] | |
MAJOR SUPPLIERS | NOTE K- MAJOR SUPPLIERS During the years ended November 30, 2016 and November 30, 2015 there was one foreign supplier accounting for 50% and 56% of total inventory purchased. The Company purchases substantially all of its products overseas. For the year ended November 30, 2016, the Company purchased 52% of its products from Taiwan, 14% from Hong Kong, 32% from elsewhere in Asia and less than 1% overseas outside of Asia. The Company purchases the balance of its products in the United States. |
Export Sales
Export Sales | 12 Months Ended |
Nov. 30, 2016 | |
Export Sales [Abstract] | |
EXPORT SALES | NOTE L - EXPORT SALES The Company’s export sales were as follows: Year Ended November 30, November 30, 2016 2015 Canada 4,165,701 3,354,552 China 6,248,962 6,274,876 Other Asian Countries 1,437,846 1,059,075 South America 293,769 462,202 Europe 620,156 1,107,043 Revenues are attributed to countries based on location of customer. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Nov. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE M – SUBSEQUENT EVENTS [1] Settlement Agreement On or about October 31, 2016, Michael D. Tofias and Bradley P. Rexroad (collectively, the “Stockholders”) filed a Complaint and Motion for Preliminary Injunction against the Company in the eighth Judicial District Court, Clark County, Nevada, Case No. A-16-745890-B, seeking relief including, inter alia, immediate inspection of certain books and records and a 60-day postponement of the scheduled annual meeting of stockholders (“Annual Meeting”). On November 16, 2016, after the Company postponed the Annual Meeting and provided certain books and records to the Stockholders, the Stockholders filed an Amended Complaint, which named all members of the Board as defendants and alleged that the directors had breached their fiduciary duty to the Stockholders. On December 1, 2016, following a hearing, the Court denied the request for a preliminary injunction. On December 22, 2016, the Company entered into a settlement agreement (the “Settlement Agreement”) with the Stockholders. The Settlement Agreement provides that: ● the Stockholders irrevocably withdraw their director nominations for the Board and stockholder proposals for the Company’s annual meeting of stockholders for fiscal year 2015 (the “Meeting”); ● the Stockholders will vote all of their shares of common stock of the Company in accordance with the Board’s recommendations with respect to the election of the Board’s director nominees, the ratification of the Company’s independent registered public accounting firm for the fiscal year ending November 30, 2016 (the “2017 Meeting”) and the ratification of the Company’s rights plan; ● the Company will hold the Meeting on January 5, 2017 and will hold its annual meeting of stockholders for fiscal year 2016 by December 29, 2017; ● the Board and the Stockholders will identify a mutually acceptable independent director to join the Board as a Class C director by February 28, 2017 and the Board will include that new director among its director nominees for the 2017 Meeting; ● the Company will not make any stock or option grants or grant any other non-cash compensation to its current officers and directors until December 23, 2017; ● the Company will take all steps to (i) change its state of incorporation from the State of Nevada to the State of Delaware and (ii) declassify the Board on a rolling basis by June 30, 2017, and the Company will convene a special meeting of stockholders of the Company for the purpose of approving such actions, at which meeting the Stockholders and the Insiders will vote all of their shares of common stock of the Company in favor of such actions; ● the Company will commence an issuer tender offer to all of its stockholders to repurchase at least 5.0 million shares of its common stock at a price of $1.43 per share (the “Tender Offer”), which Tender Offer will be completed by March 15, 2017; ● until the day after the announcement of the completion of the Tender Offer, the Board will be composed of no more than seven individuals; ● the Stockholders will tender all of the shares of common stock of the Company that they hold beneficially or of record in the Tender Offer, subject to limited exceptions; ● the Company’s officers and directors will not participate in the Tender Offer and will not transfer or sell any of their shares until six months after the Tender Offer is completed; ● subject to certain conditions, if the Tender Offer is not completed by March 15, 2017, the Company will (i) appoint the Stockholders to the Board as Class A directors with terms expiring at the Company’s annual meeting of stockholders for fiscal year 2018 (the “2019 Meeting”) and (ii) reduce the size of the Board to six directors, including the Stockholders; ● the Stockholders will withdraw with prejudice their lawsuit against the Company and the Insiders pending in the State of Nevada; and ● the Stockholders will be subject to customary standstill provisions until the termination of the Settlement Agreement. Pursuant to the Settlement Agreement, the Company also agreed to reimburse the expenses of the Stockholders associated with their investment in the Company, including their proxy solicitation and litigation costs, in an amount not to exceed $300,000. The Settlement Agreement terminates on the date that is 15 business days prior to the deadline for the submission of director nomination and stockholder proposals for the 2019 Meeting. [2] Tender Offer In February 2017, the Company commenced a tender offer whereby it offered to purchase for cash up to 5,000,000 shares of its common stock, at a price of $1.43 per share. The tender offer is expected to expire on March 3, 2017. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | (1) Principles of Consolidation 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. |
Accounts Receivable | (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 amounts 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. |
Revenue Recognition | (3) Revenue Recognition 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 $3,925,000 and $3,930,000 for the years ended November 30, 2016 and November 30, 2015 respectively. 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 $303,968 and $266,525 for the years ended November 30, 2016 and November 30, 2015 respectively. 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 $8,972,000 and $9,331,000 for the years ended November 30, 2016 and November 30, 2015 respectively. |
Inventories | (4) Inventories Inventories, which consist solely of products held for resale, are stated at the lower of cost (first-in, first-out method) or market. 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 November 30, 2016 was $1,552,650. The Company, at November 30, 2016, has a reserve against slow moving and obsolete inventory of $226,874. From time to time the Company’s products are subject to legislation from various authorities on environmental matters. |
Depreciation and Amortization | (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 5 - 7 years Computer equipment 5 years Leasehold Improvements Estimated useful life or lease term, whichever is shorter Maintenance and repairs are expensed as incurred while renewals and betterments are capitalized. |
Concentration of Credit Risk | (6) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. The Company maintains substantially all of its cash balances in a limited number of financial institutions. At November 30, 2016 and November 30, 2015, the Company’s uninsured cash balances totaled $4,550,807 and $3,988,761, respectively. |
Income Taxes | (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 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 G. 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, 2012, and state tax examinations for years before fiscal years ending November 30, 2011. 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 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 years ended November 30, 2016 and November 30, 2015. |
Cash Equivalents | (8) Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Use of Estimates | (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. |
Marketing and promotional costs | (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. |
Fair Value of Financial Instruments | (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. |
Shipping Costs | (12) Shipping Costs The Company classifies shipping costs as a component of selling expenses. Shipping costs totaled $5,847 and $8,664 for the years ended November 30, 2016 and November 30, 2015 respectively. |
Earnings Per Share | (13) Earnings Per Share Basic earnings (loss) 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 November 30, 2016 and November 30, 2015 totaled 452,000 and 518,405, respectively. |
Stock Based Compensation | (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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of estimated useful life of fixed assets | Furniture, fixtures and equipment 5 - 7 years Computer equipment 5 years Leasehold Improvements Estimated useful life or lease term, whichever is shorter |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Fixed Assets [Abstract] | |
Schedule of fixed assets | November 30, November 30, 2016 2015 Furniture and Fixtures $ 327,971 $ 327,971 Leasehold Improvements 956,637 956,637 Computer Equipment 982,906 974,312 Less-Accumulated Depreciation (2,185,540 ) (2,154,182 ) Net Fixed Assets $ 81,974 $ 104,738 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | November 30, November 30, 2016 2015 Commissions $ 281,888 $ 276,724 Preferred Stock Dividends 129,069 124,069 Interest - - Other accrued expenses 323,965 171,694 Accrued Professional Fees 809,960 - $ 1,544,882 $ 572,487 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Shareholders' Equity [Abstract] | |
Schedule of stock option incentive plan activity | Weighted Average Shares Exercise Options outstanding December 1, 2015 535,438 $ 0.85 Options issued in the year ended November 30, 2016 - $ - Options exercised in the year ended November 30, 2016 (183,438 ) $ 0.81 Options cancelled in the year ended November 30, 2016 - $ - Options outstanding at November 30, 2016 352,000 $ 0.87 Options exercisable at November 30, 2016 352,000 $ .087 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Income Taxes [Abstract] | |
Schedule of deferred income taxes | November 30, November 30, 2016 2015 Deferred Tax Assets Net operating loss $ 4,208,030 $ 4,095,388 Allowance for bad debts 49,276 39,296 Inventory 100,446 100,017 Deferred Rent 15,961 16,756 Depreciation 149,172 156,272 Total deferred tax assets 4,522,885 4,407,729 Valuation allowance (3,608,225 ) (3,409,599 ) Deferred Tax Assets $ 914,660 $ 998,130 |
Schedule of income tax expense | Years Ended November 30, November 30, Current: Federal $ - $ 12,602 States 17,088 42,263 17,088 55,865 Deferred: Federal 65,321 146,434 States 14,169 38,929 79,490 185,363 Provision for income taxes $ 96,578 $ 241,228 |
Schedule of difference between expected income tax rate using statutory federal tax rate and company's effective rate | Years ended November 30, November 30, 2016 2015 U.S Federal Income tax statutory rate (34 )% 34 % Valuation allowance 78 % (19 )% State income taxes 9 % 7 % Other - - Effective tax rate 53 % 22 % |
Rental Commitments (Tables)
Rental Commitments (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Rental Commitments [Abstract] | |
Schedule of future minimum rental commitments | Twelve Months Ended November 30, 2017 $ 205,262 2018 $ 179,551 2019 $ 183,142 2020 $ 155,154 2021 & thereafter $ - $ 723,109 |
Export Sales (Tables)
Export Sales (Tables) | 12 Months Ended |
Nov. 30, 2016 | |
Export Sales [Abstract] | |
Schedule of export sales | Year Ended November 30, November 30, 2016 2015 Canada 4,165,701 3,354,552 China 6,248,962 6,274,876 Other Asian Countries 1,437,846 1,059,075 South America 293,769 462,202 Europe 620,156 1,107,043 |
Organization, Description of 28
Organization, Description of Company's Business and Basis of Presentation (Details) | 1 Months Ended | ||
May 31, 2002Shareholdershares | Nov. 30, 2016shares | Nov. 30, 2015shares | |
Organization, Description of Company's Business and Basis of Presentation (Textual) | |||
Minimum number of shareholders to hold equity | Shareholder | 2 | ||
Number of shares outstanding - held by surge | 999 | ||
Number of shares outstanding - held by officers of surge | 1 | ||
Ownership rights transferred to parent company | 1 | ||
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Nov. 30, 2016 | |
Furniture, fixtures and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Furniture, fixtures and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Computer equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | Estimated useful life or lease term, whichever is shorter |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | ||
Direct shipments revenue | $ 3,925,000 | $ 3,930,000 |
Commission revenue | 303,968 | 266,525 |
Revenues from distribution agreements | 8,972,000 | 9,331,000 |
Inventory in transit from foreign suppliers | 1,552,650 | |
Reserve against slow moving and obsolete inventory | 226,874 | |
Amount of uninsured cash balances | 4,550,807 | 3,988,761 |
Shipping costs | $ 5,847 | $ 8,664 |
Potentially dilutive shares excluded from diluted weighted shares outstanding (in shares) | 452,000 | 518,405 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Less-Accumulated Depreciation | $ (2,185,540) | $ (2,154,182) |
Net Fixed Assets | 81,974 | 104,738 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets gross | 327,971 | 327,971 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets gross | 956,637 | 956,637 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Fixed assets gross | $ 982,906 | $ 974,312 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Fixed Assets [Abstract] | ||
Depreciation and amortization expense | $ 31,358 | $ 39,766 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Accrued Expenses [Abstract] | ||
Commissions | $ 281,888 | $ 276,724 |
Preferred Stock Dividends | 129,069 | 124,069 |
Interest | ||
Other accrued expenses | 323,965 | 171,694 |
Accrued Professional Fees | 809,960 | |
Accrued expenses, Total | $ 1,544,882 | $ 572,487 |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) - USD ($) | 1 Months Ended | |
Feb. 25, 2015 | Mar. 31, 2000 | |
Accrued Expenses [Abstract] | ||
Proceeds from of private placement | $ 7,000,000 | |
Number of common stock issued | 113,803 | |
Conversion price per share | $ 0.90 |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 1997 | Nov. 30, 2016 | Nov. 30, 2015 | |
Retirement Plan (Textual) | |||
Number of completed age for qualification of retirement plan | 21 years | ||
Number of completed years of service for qualification of retirement plan | 12 months | ||
Description for retirement plan | Company adopted a qualified 401(k) retirement plan for all full-time employees who are twenty-one years of age and have completed twelve months of service. | ||
Total employee contributions | 15.00% | ||
Employer matching contribution percentage | 20.00% | ||
Employee deferral percentage | 5.00% | ||
Net assets for plan | $ 1,229,000 | ||
Pension expense | $ 1,437 | $ 2,287 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - 2010 Incentive Stock Plan [Member] - Stock options [Member] | 12 Months Ended |
Nov. 30, 2016$ / sharesshares | |
Shares | |
Options outstanding December 1, 2015 | shares | 535,438 |
Options issued in the year ended November 30, 2016 | shares | |
Options exercised in the year ended November 30, 2016 | shares | (183,438) |
Options cancelled in the year ended November 30, 2016 | shares | |
Options outstanding at November 30, 2016 | shares | 352,000 |
Options exercisable at November 30, 2016 | shares | 352,000 |
Weighted Average Exercise Price | |
Options outstanding December 1, 2015 | $ / shares | $ 0.85 |
Options issued in the year ended November 30, 2016 | $ / shares | |
Options exercised in the year ended November 30, 2016 | $ / shares | 0.81 |
Options cancelled in the year ended November 30, 2016 | $ / shares | |
Options outstanding at November 30, 2016 | $ / shares | 0.87 |
Options exercisable at November 30, 2016 | $ / shares | $ 0.087 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - USD ($) | Mar. 14, 2011 | Jul. 31, 2015 | Apr. 30, 2015 | Oct. 31, 2014 | Feb. 28, 2006 | Apr. 30, 2002 | Apr. 30, 2001 | Nov. 30, 2000 | Nov. 30, 2016 | Oct. 31, 2016 | Nov. 30, 2015 | Aug. 31, 2010 | Dec. 31, 2001 | Jan. 31, 2000 | Feb. 29, 1996 |
Shareholders' Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 1,000,000 | |||||||||||
Dividend payable | $ 129,069 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||
Number of shares repurchased during the period | (57,283) | ||||||||||||||
Non-Voting Redeemable Convertible Series A Preferred Stock ("Series A Preferred") [Member] | |||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 260,000 | 260,000 | 260,000 | ||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Voting Redeemable Convertible Series B Preferred Stock ("Series B Preferred") [Member] | |||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 200,000 | 200,000 | 200,000 | ||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Non-Voting Redeemable Convertible Series C Preferred Stock ("Series C Preferred") [Member] | |||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | 100,000 | ||||||||||||
Preferred stock, shares outstanding | 10,000 | 10,000 | |||||||||||||
Preferred stock, shares issued | 10,000 | 10,000 | |||||||||||||
Number of shares converted into common stock upon conversion | 4,200 | 2,000 | 10 | ||||||||||||
Cumulative dividend per share per annum | $ 0.50 | ||||||||||||||
Preferred stock issued in payment of financial consulting services | 70,000 | ||||||||||||||
Stock repurchased and cancelled | 19,300 | 8,000 | |||||||||||||
Amount paid for repurchase under Standstill and Non-Disparagement Agreement | $ 225,000 | ||||||||||||||
Number of shares repurchased during the period | 10,000 | ||||||||||||||
Accrued dividends | $ 29,838 | $ 65,000 | $ 50,000 | ||||||||||||
Number of preferred stock returned for cancellation in exchange for shares of common stock | 9,000 | 7,500 | |||||||||||||
Number of common shares issued in conversion of preferred stock | 112,500 | 110,000 | 20,000 | ||||||||||||
Non-Voting Redeemable Convertible Series C Preferred Stock ("Series C Preferred") [Member] | Common Stock [Member] | |||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||
Number of shares converted into common stock upon conversion | 42,000 | ||||||||||||||
Stock repurchased and cancelled | 252,000 | ||||||||||||||
Voting Non-Redeemable Convertible Series D Preferred Stock ("Series D Preferred") [Member] | |||||||||||||||
Shareholders' Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 75,000 | 75,000 | 75,000 | ||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Preferred stock, shares issued |
Shareholders' Equity (Details38
Shareholders' Equity (Details Textual 1) - USD ($) | Apr. 30, 2015 | Mar. 31, 2015 | Oct. 31, 2016 | May 31, 2016 | Apr. 30, 2016 | Jul. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Mar. 31, 2010 | Nov. 30, 2016 | Nov. 30, 2015 |
Series C Preferred stock | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Issuance of shares as compensation, shares | |||||||||||
Stock options [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Company recorded a cost | $ 64,250 | ||||||||||
Weighted average remaining life | 1 year 7 months 2 days | ||||||||||
Stock options [Member] | Non-employee director [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 25,000 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.25 | ||||||||||
Stock options [Member] | Employee-director [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 48,530 | ||||||||||
Options granted cost | $ 57,166 | ||||||||||
Stock options [Member] | One non-employee director [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 50,000 | 25,000 | |||||||||
Number of options granted for common stock, exercise price per share | $ 0.87 | $ 0.25 | |||||||||
Vesting period | 5 years | ||||||||||
Fair values of stock options assumption method used | Black-Scholes option pricing model | ||||||||||
Expected volatility rate | 17.00% | ||||||||||
Average risk-free interest rate | 1.55% | ||||||||||
Treasury note, maturity | 5 years | ||||||||||
Initial expected life | 5 years | ||||||||||
Options granted cost | $ 19,913 | ||||||||||
Stock options [Member] | Two employee directors [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 250,000 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.25 | ||||||||||
Stock options [Member] | Three non-employee directors [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 25,000 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.87 | ||||||||||
Stock options [Member] | Another employee director [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 29,780 | 31,250 | |||||||||
Options granted cost | $ 57,166 | $ 74,363 | |||||||||
Stock options [Member] | One employee director [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 50,000 | 67,901 | |||||||||
Number of options granted for common stock, exercise price per share | $ 0.82 | ||||||||||
Options granted cost | $ 74,363 | ||||||||||
Stock options [Member] | One employee director 1 [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 62,500 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.80 | ||||||||||
Stock options [Member] | One employee director 2 [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 25,000 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.82 | ||||||||||
Stock options [Member] | One employee director 3 [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 45,938 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.80 | ||||||||||
Stock options [Member] | Two non-employee directors [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 25,000 | ||||||||||
Number of options granted for common stock, exercise price per share | $ 0.25 | ||||||||||
2010 Incentive Stock Plan [Member] | Stock options [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 1,500,000 | ||||||||||
Issuance of shares as compensation, shares | 99,151 | ||||||||||
2015 Incentive Stock Plan [Member] | Stock options [Member] | |||||||||||
Shareholders' Equity (Textual) | |||||||||||
Number of common shares purchased for options granted | 1,500,000 |
Shareholders' Equity (Details39
Shareholders' Equity (Details Textual 2) | 12 Months Ended |
Nov. 30, 2016USD ($)shares | |
Shareholders' Equity (Textual) | |
Stock repurchased during period, Value | $ (49.807) |
Repurchase of common stock shares | shares | 57,283 |
Repurchase of common stock value | $ 48,300 |
Shareholders' Equity (Details40
Shareholders' Equity (Details Textual 3) - Stock options [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2015 | Apr. 30, 2015 | Feb. 28, 2015 | Nov. 30, 2016 | |
Non-employee director [Member] | ||||
Shareholders' Equity (Textual) | ||||
Compensation | $ 3,500 | |||
One non-employee director [Member] | ||||
Shareholders' Equity (Textual) | ||||
Number of common shares purchased for options granted | 50,000 | 25,000 | ||
Number of options granted for common stock, exercise price per share | $ 0.87 | $ 0.25 | ||
Compensation | $ 2,500 | $ 2,500 | ||
Three non-employee directors [Member] | ||||
Shareholders' Equity (Textual) | ||||
Number of common shares purchased for options granted | 25,000 | |||
Number of options granted for common stock, exercise price per share | $ 0.87 | |||
Compensation | $ 2,500 | |||
Two non-employee directors [Member] | ||||
Shareholders' Equity (Textual) | ||||
Number of common shares purchased for options granted | 25,000 | |||
Number of options granted for common stock, exercise price per share | $ 0.25 | |||
Compensation | $ 2,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Nov. 30, 2016 | Nov. 30, 2015 |
Deferred Tax Assets: | ||
Net operating loss | $ 4,208,030 | $ 4,095,388 |
Allowance for bad debts | 49,276 | 39,296 |
Inventory | 100,446 | 100,017 |
Deferred Rent | 15,961 | 16,756 |
Depreciation | 149,172 | 156,272 |
Total deferred tax assets | 4,522,885 | 4,407,729 |
Valuation allowance | (3,608,225) | (3,409,599) |
Deferred Tax Assets | $ 914,660 | $ 998,130 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Current: | ||
Federal | $ 12,602 | |
States | 17,088 | 42,263 |
Current, total | 17,088 | 55,865 |
Deferred: | ||
Federal | 65,321 | 146,434 |
States | 14,169 | 38,929 |
Deferred, total | 79,490 | 185,363 |
Provision for income taxes | $ 96,578 | $ 241,228 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Schedule of difference between expected income tax rate using statutory federal tax rate and company's effective rate | ||
U.S Federal Income tax statutory rate | (34.00%) | 34.00% |
Valuation allowance | 78.00% | (19.00%) |
State income taxes | 9.00% | 7.00% |
Other | ||
Effective tax rate | 53.00% | 22.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) | 12 Months Ended |
Nov. 30, 2016USD ($) | |
Income Taxes (Textual) | |
Increase in valuation allowance for deferred tax assets | $ 160,000 |
Net operating loss carryforwards | $ 10,520,000 |
Net operating loss carryforwards, expiration date | Nov. 30, 2020 |
Rental Commitments (Details)
Rental Commitments (Details) | Nov. 30, 2016USD ($) |
Schedule of future minimum rental commitments | |
2,017 | $ 205,262 |
2,018 | 179,551 |
2,019 | 183,142 |
2,020 | 155,154 |
2021 & thereafter | |
Future minimum rental commitments | $ 723,109 |
Rental Commitments (Details Tex
Rental Commitments (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Rental Commitments (Textual) | |||
Lease expiration period | Nov. 30, 2020 | ||
Net rental expense | $ 311,081 | $ 306,263 | |
Related Company [Member] | |||
Rental Commitments (Textual) | |||
Annual minimum rental payments | $ 173,000 | ||
Percentage of increase in rental payment | 3.00% | ||
Net rental expense | $ 253,412 | $ 250,026 | |
Related Company [Member] | Hong Kong [Member] | |||
Rental Commitments (Textual) | |||
Annual minimum rental payments | $ 58,500 | ||
Term of lease | 2 years |
Employment and Other Agreemen47
Employment and Other Agreements (Details) | 1 Months Ended |
Feb. 29, 2016USD ($)Officer | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Number of officers involved in employment agreements | Officer | 2 |
Period officer prohibited involving in competitive activities during employment | One year following termination |
Compensation description | Additional thirty-six months of annual compensation equal to the average of his base salary and bonus for the three calendar years prior to the date of termination, payable in accordance with the Company's regular payroll practice over a 52-week period. |
Officer One [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Base salary of each officer | $ 275,000 |
Officer Two [Member] | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |
Base salary of each officer | $ 225,000 |
Major Customers (Details)
Major Customers (Details) - Customers | 1 Months Ended | 12 Months Ended | |
Nov. 25, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Sales revenue | |||
Major Customers (Textual) | |||
Number of customers | 1 | ||
Percentage of concentration | 17.00% | ||
Sales revenue | Customer One [Member] | |||
Major Customers (Textual) | |||
Number of customers | 2 | ||
Percentage of concentration | 12.00% | ||
Sales revenue | Customer Two [Member] | |||
Major Customers (Textual) | |||
Number of customers | 2 | ||
Percentage of concentration | 12.00% | ||
Accounts receivable | |||
Major Customers (Textual) | |||
Number of customers | 1 | 1 | |
Percentage of concentration | 10.00% | 17.00% |
Major Suppliers (Details)
Major Suppliers (Details) - Supplier concentration risk [Member] - Total Inventory Purchased [Member] - Supplier | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Foreign supplier [Member] | ||
Concentration Risk [Line Items] | ||
Portion of overseas products | 50.00% | 56.00% |
Number of supplier | 1 | 1 |
Taiwan [Member] | ||
Concentration Risk [Line Items] | ||
Portion of overseas products | 52.00% | |
Hong Kong [Member] | ||
Concentration Risk [Line Items] | ||
Portion of overseas products | 14.00% | |
Asia [Member] | ||
Concentration Risk [Line Items] | ||
Portion of overseas products | 32.00% | |
Overseas outside of Asia [Member] | ||
Concentration Risk [Line Items] | ||
Portion of overseas products | Less than 1 |
Export Sales (Details)
Export Sales (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Export sales | $ 4,165,701 | $ 3,354,552 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Export sales | 6,248,962 | 6,274,876 |
Other Asian Countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Export sales | 1,437,846 | 1,059,075 |
South America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Export sales | 293,769 | 462,202 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Export sales | $ 620,156 | $ 1,107,043 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Events [Member] - USD ($) | Dec. 22, 2016 | Feb. 28, 2017 |
Subsequent Event (Textual) | ||
Common stock purchase | 5,000,000 | |
Common stock per share | $ 1.43 | $ 1.43 |
Expire date | Mar. 15, 2017 | Mar. 31, 2017 |
Repurchase of common shares | 5,000,000 | |
Litigation Settlement, Expense | $ 300,000 | |
Settlement agreement terminates | The Settlement Agreement terminates on the date that is 15 business days prior to the deadline for the submission of director nomination and stockholder proposals for the 2019 Meeting. |