(Graphic: Business Wire)

The Concerned Stockholders of Surge Components, Inc., long-term stockholders of Surge Components, Inc. (OTCPK: SPRS) ("Surge") who beneficially own approximately 22% of Surge, today announced that they sent a letter to their fellow stockholders. Among other things, the Concerned Stockholders highlighted Surge's sustained, long-term poor performance; history of poor capital management; outsized executive compensation and dilutive equity issuances; and poor corporate governance. The Confirmed Stockholders, who would be highly qualified, independent voices at Surge, confirmed that they will work tirelessly to improve Surge for the benefit of all stockholders.

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(Graphic: Business Wire)

(Graphic: Business Wire)

The full text of the letter follows:

Concerned Stockholders of Surge Components


+1-507-86SURGE (507-867-8743)

November 7, 2016

Dear Fellow Stockholder of Surge Components, Inc.:


We are Brad Rexroad and Mike Tofias. Both of us are long-term stockholders of Surge Components, Inc. ("Surge"), with Mike owning shares for over 12 years and Brad owning shares for almost four years. Together, we own approximately 22% of the outstanding common stock. As major stockholders, our interests are completely aligned with yours .

Like you, we have been frustrated by Surge's poor performance. We patiently waited for things to improve. We suggested strategies and alternates to management, all of which fell on deaf ears. Things are not improving, and it is time for a change .

As recently as a few days ago, Surge offered to buy our shares to make us "go away." Surge has made that offer to us in the past, and we have turned them down each time. We have no intention of selling our shares unless Surge offers the same deal to ALL stockholders.

WE BELIEVE THAT THERE IS SIGNIFICANT ROOM FOR IMPROVEMENT AT SURGE. That is why we nominated ourselves to serve on the Board of Directors (the "Board"). We have also made three proposals for consideration at the upcoming annual meeting that we believe will be helpful in improving Surge's corporate governance, which we believe to be shockingly poor. We are both spending tens of thousands of dollars and hours of our time in support of improving Surge for the benefit of all stockholders. We would both be highly qualified, independent voices on the Board and able to offer the perspective of significant, independent stockholders. We will look at all decisions with a fresh perspective and open minds, and we have no preconceived notions about the "right" future direction for Surge.


Please sign, date and return the enclosed WHITE proxy card to cast your vote in favor of electing new directors at Surge.


Surge's record of underperformance could not be clearer:
  • Over the five years preceding August 26, 2016 (when we first went public with our concerns), Surge's stock price declined by 17% , while the S&P 500 and Russell 2000 indices have produced returns of 105% and 92%, respectively.
  • Over the 20 years prior to August 26, 2016, Surge's stock price dropped by 85% , while the S&P 500 returned 375% and the Russell 2000 returned 387%.
  • As of August 1996, shortly after Surge's initial public offering, its book value per share was $1.28. Twenty years later, as of August 2016, its book value per share had declined to $1.22.

Stockholders should not tolerate more years of poor performance and squandered opportunities.