SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

FORM 10-Q

 

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 23, 2016

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to _______________

 

Commission File No. 0-5278

 

IEH CORPORATION

(Exact name of registrant as specified in its charter)

 

New York	13-5549348
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

 

 

140 58th Street, Suite 8E, Brooklyn, New York 11220

(Address of principal executive office)

 

Registrant's telephone number, including area code: (718) 492-4440

 

____________________________________________

Former name, former address and former fiscal year,

if changed since last report.

 

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.

 

Yes þ           No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes þ           No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o		Accelerated filer o
Non-accelerated filer  o (Do not check if a smaller reporting company)		Smaller Reporting Company þ

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  o NO þ

 

2,303,468 shares of Common Shares, par value $.01 per share, were outstanding as of December 23, 2016.

IEH CORPORATION

 

TABLE OF CONTENTS

 

		Page
		Number
PART I –	FINANCIAL INFORMATION
ITEM 1-	FINANCIAL STATEMENTS
	Balance Sheets as of December 23, 2016 (Unaudited) and March 25, 2016	4
	Statements of Operations (Unaudited) for the three and nine months ended December 23, 2016 and December 25, 2015	6
	Statements of Cash Flows (Unaudited) for the nine months ended December 23, 2016 and December 25, 2015	7
	Notes to Financial Statements (Unaudited)	9
ITEM 2 –	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3 –	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 4 –	CONTROLS AND PROCEDURES	31
PART II –	OTHER INFORMATION
ITEM 1 –	LEGAL PROCEEDINGS	32
ITEM 1A –	RISK FACTORS	32
ITEM 2 –	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	34
ITEM 3 –	DEFAULTS UPON SENIOR SECURITIES	34
ITEM 4 –	MINE SAFETY DISCLOSURE	34
ITEM 5 –	OTHER INFORMATION	34
ITEM 6 –	EXHIBITS	34
SIGNATURES		36

 

Exhibits

 

 

Exhibit 31.1	Certification Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)	37
Exhibit 31.2	Certification Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)	38
Exhibit 32.1	Certification Pursuant to 17CFR240.13a-14(b) or 17CFR240.15d-14(b)  and Section 1350 of Chapter 63 of Title 18 of the United States Code	39
Exhibit 101	Instance Document
Exhibit 101	Schema Document
Exhibit 101	Calculation Linkbase Document
Exhibit 101	Labels Linkbase Document
Exhibit 101	Presentation Linkbase Document
Exhibit 101	Definition Linkbase Document

 

 

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

IEH CORPORATION

 

BALANCE SHEETS

 

As of December 23, 2016 and March 25, 2016

 

 

		Dec. 23,				March 25,
		2016				2016
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash		$	1,385,883			$	1,753,749
Accounts receivable, less allowances for doubtful accounts of  $11,562 at December 23, 2016 and March 25, 2016			2,435,826				2,212,508
Inventories (Note 3)			8,525,761				7,250,300
Excess payments to accounts receivable factor (Note 6)			104,245				186,114
Prepaid expenses and other current assets (Note 4)			1,457,533				1,377,868
Total Current Assets			13,909,248				12,780,539
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation and amortization of $8,847,792 at December 23, 2016 and $8,603,892 at March 25, 2016 (Note 5)			2,082,705				1,867,191
			2,082,705				1,867,191
OTHER ASSETS:
Other assets			54,451				54,361
			54,451				54,361
Total Assets		$	16,046,404			$	14,702,091

 

The accompanying notes should be read in conjunction with the financial statements.

IEH CORPORATION

 

BALANCE SHEETS (Continued)

 

As of December 23, 2016 and March 25, 2016

 

		Dec. 23,				March 25,
		2016				2016
		(Unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable		$	166,785			$	195,831
Accrued corporate income taxes			485,447				294,412
Other current liabilities (Note 7)			616,579				631,280
Total Current Liabilities			1,268,811				1,121,523
Total Liabilities			1,268,811				1,121,523
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value; 10,000,000 shares authorized;    2,303,468 shares issued and outstanding at December 23, 2016    and March 25, 2016			23,035				23,035
Capital in excess of par value			2,744,573				2,744,573
Retained earnings (Note 8)			12,009,985				10,812,960
Total Stockholders’ Equity			14,777,593				13,580,568
Total Liabilities and Stockholders’ Equity		$	16,046,404			$	14,702,091

 

The accompanying notes should be read in conjunction with the financial statements.

 

IEH CORPORATION

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

For the Nine and Three Months Ended December 23, 2016 and December 25, 2015

 

 

		Nine Months Ended								Three Months Ended
		Dec. 23,				Dec. 25,				Dec. 23,				Dec. 25,
		2016				2015				2016				2015
REVENUE, net sales		$	14,522,800			$	14,922,073			$	4,803,379			$	4,652,911
COSTS AND EXPENSES
Cost of products sold			9,272,365				9,757,198				3,180,723				3,133,049
Selling, general and administrative			2,734,868				2,256,163				913,703				789,529
Interest expense			45,042				11,788				7,559				1,668
Depreciation			243,900				212,200				86,100				54,200
			12,296,175				12,237,349				4,188,085				3,978,446
OPERATING INCOME			2,226,625				2,684,724				615,294				674,465
OTHER INCOME			723				630				258				175
INCOME BEFORE INCOME TAXES			2,227,348				2,685,354				615,552				674,640
PROVISION FOR INCOME TAXES			1,030,323				1,379,652				292,774				250,963
NET INCOME		$	1,197,025			$	1,305,702			$	322,778			$	423,677
BASIC AND DILUTED EARNINGS PER SHARE (Note 2)		$	.52			$	.57			$	.14			$	.18
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in thousands)			2,303				2,303				2,303				2,303

 

The accompanying notes should be read in conjunction with the financial statements.

 

 

IEH CORPORATION

 

STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the Nine Months Ended December 23, 2016 and December 25, 2015

 

		Nine Months Ended
		Dec. 23,				Dec. 25,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	1,197,025			$	1,305,702
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation			243,900				212,200
Changes in assets and liabilities:
(Increase) in accounts receivable			(223,318	)			(134,643	)
(Increase) in inventories			(1,275,461	)			(171,976	)
(Increase) decrease in excess payments to accounts receivable factor			81,869				(198,268	)
(Increase) in prepaid expenses and other current assets			(79,665	)			—
(Increase) in other assets			(88	)			(2	)
Increase (decrease) in accounts payable			(29,045	)			411,760
(Decrease) in other current liabilities			(14,704	)			(125,112	)
Increase (decrease) in accrued corporate taxes			191,035				(19,427	)
Total adjustments			(1,105,477	)			(25,468	)
NET CASH PROVIDED BY OPERATING ACTIVITIES			91,548				1,280,234
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets			(459,414	)			(337,033	)
NET CASH (USED) BY INVESTING ACTIVITIES		$	(459,414	)		$	(337,033	)

 

The accompanying notes should be read in conjunction with the financial statements.

IEH CORPORATION

 

STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

 

For the Nine Months Ended December 23, 2016 and December 25, 2015

 

		Nine Months Ended
		Dec. 23,				Dec. 25,
		2016				2015
CASH FLOWS FROM FINANCING ACTIVITIES:
Net activity on accounts receivable financing		$	—			$	(449,703	)
NET CASH (USED) BY FINANCING ACTIVITIES			—				(449,703	)
(DECREASE) IN CASH			(367,866	)			493,498
CASH, beginning of period			1,753,749				1,721,410
CASH, end of period		$	1,385,883			$	2,214,908
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the nine months for:
Interest		$	43,485			$	11,788
Income Taxes		$	942,151			$	1,595,000

 

The accompanying notes should be read in conjunction with the financial statements.

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1-

INTERIM RESULTS AND BASIS OF PRESENTATION:

 

The accompanying unaudited financial statements as of December 23, 2016 and December 25, 2015 and for the nine and three months then ended have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of December 23, 2016 and December 25, 2015 and the results of operations and cash flows for the nine and three months then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine and three months ended December 23, 2016, are not necessarily indicative of the results to be expected for any subsequent quarter or the entire fiscal year. The balance sheet at March 25, 2016 has been derived from the audited financial statements at that date.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes, however, that the disclosures in this report are adequate to make the information presented not misleading in any material respect. The accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto of IEH Corporation for the fiscal year ended March 25, 2016 included in the Company’s Annual Report on Form 10-K as filed with the SEC and the attached Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

Description of Business:

 

The Company designs, develops and manufactures printed circuit connectors for high performance applications. We have also developed a high performance plastic circular connector line. All of our products utilize the HYPERBOLOID contact design, a rugged high-reliability contact system ideally suited for high-stress environments. We are the only independent producer of HYPERBOLOID in the United States.

 

Our customers consist of OEM’s (Original Equipment Manufacturers), companies manufacturing medical equipment, and distributors who resell our products to OEMs. We sell our products directly and through regional representatives located in all regions of the United States, Canada, Israel, India, various Pacific Rim countries, South Korea and the European Union (EU).

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

 

Description of Business: (continued)

 

The customers of the Company services are in the following markets: Government, Military, Aerospace, Medical, Automotive, Industrial, Test Equipment and Commercial Electronics. The Company appears on the Military Qualified Product Listing “QPL” to MIL-DTL-55302 and supply customer requested modifications to this specification. Sales to the Commercial Electronic and Military markets were 39% and 53%, respectively, of the Company’s net sales for the year ended March 25, 2016. The Company’s offering of “QPL” items has recently been expanded to include additional products.

 

In order to remain competitive, the Company has an internal program to upgrade, add and maintain machinery, review material costs and increase labor force productivity. We recently purchased several machines to increase the productivity of certain processes. This will help us meet this goal.

 

Business New Product Development:

 

The Company is sought after by many of its customers to design and manufacture custom connectors. This has created many new products that are innovative designs and employ new technologies. The Company continues to be successful because of its ability to assist its customers and create a new design, including engineering drawing packages, in a relatively short period of time. We will continue to support our customers to the best of our ability.

 

The circular product line of connectors introduced several years ago for the medical industry continues to be very rewarding for the Company. The line has been expanded to include connector cable assemblies utilizing the circular connectors.

 

A new product line featuring high density connectors is being added to the Company’s product offering. This offering should be available within the next few months. The Company expects the new product line to generate additional revenue.

 

The standard printed circuit board connectors we produce are continually being expanded and utilized in many of the military programs being built today. We have recently received approval for additional products that we can offer under the Military Qualified Product Listing “QPL.”

 

Accounting Period:

 

The Company maintains an accounting period based upon a 52-53 week year, which ends on the nearest Friday in business days to March 31. The year ended March 25, 2016 was comprised of 52 weeks. The current fiscal year, ending on March 31, 2017, will be comprised of 53 weeks.

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

 

Revenue Recognition:

 

Revenues are recognized at the shipping date of the Company's products. The Company has historically adopted the shipping terms that title to merchandise passes to the customer at the shipping point (FOB Shipping Point). At this juncture, title has passed, the Company has recognized the sale, inventory has been relieved, and the customer has been invoiced. The Company does not offer any discounts, credits or other sales incentives.

 

The Company’s policy with respect to customer returns and allowances as well as product warranty is as follows:

 

The Company will accept a return of defective product within one year from shipment for repair or replacement at the Company’s option. If the product is repairable, the Company at its own cost, will repair and return it to the customer. If unrepairable, the Company will either offer an allowance against payment or will reimburse the customer for the total cost of product.

 

Most of the Company’s products are custom ordered by customers for a specific use. The Company provides engineering services as part of the relationship with its customers in developing the custom product. The Company is not obligated to provide such engineering service to its customers. The Company does not invoice its customers separately for these services.

 

Inventories:

 

Inventories are stated at cost, on a first-in, first-out basis which does not exceed market value.

 

The Company manufactures products pursuant to specific technical and contractual requirements.

 

The Company historically purchases material in excess of its requirements to avail itself of favorable pricing as well as the possibility of receiving additional orders from customers. This excess may result in material not being used in subsequent periods, which may result in this material being deemed obsolete.

 

The Company annually reviews its purchase and usage activity of its inventory of parts as well as work in process and finished goods to determine which items of inventory have become obsolete within the framework of current and anticipated orders. The Company based upon historical experience has determined that if a part has not been used and purchased or an item of finished goods has not been sold in three years, it is deemed to be obsolete. The Company estimates which materials may be obsolete and which products in work in process or finished goods may be sold at less than cost. A periodic adjustment, based upon historical experience, is made to inventory in recognition of this impairment.

 

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

 

Concentration of Credit Risk:

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

 

Under the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act that was signed into law on July 21, 2010, the Federal Deposit Insurance Corporation (FDIC) will permanently insure all accounts maintained with each financial institution up to $250,000 in the aggregate.

 

As of December 23, 2016, the Company had funds on deposit in the amount of $1,385,883 in one financial institution comprised of the following:

 

Non-interest bearing accounts		$	247,454
Interest bearing account			1,138,429
		$	1,385,883

 

The Company has not experienced any losses in such accounts and believes its cash balances are not exposed to any significant risk.

 

Property, Plant and Equipment:

 

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the Double Declining Balance method over the estimated useful lives (5-7 years) of the related assets.

 

Maintenance and repair expenditures are charged to operations, and renewals and betterments are capitalized. Items of property, plant and equipment, which are sold, retired or otherwise disposed of, are removed from the asset and accumulated depreciation or amortization accounts. Any gain or loss thereon is either credited or charged to operations.

 

Income Taxes:

 

The Company follows the policy of treating investment tax credits as a reduction in the provision for federal income tax in the year in which the credit arises or may be utilized. Deferred income taxes arise from temporary differences resulting from different depreciation methods used for financial and income tax purposes. The Company has adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, Income Taxes, which includes the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.”

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

  

Net Income Per Share:

 

The Company has adopted the provisions of ASC Topic 260, Earnings per Share, which includes the provisions of SFAS No. 128, “Earnings Per Share,” which requires the disclosure of “basic” and “diluted” earnings (loss) per share. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during each period. Diluted earnings per share is similar to basic earnings per share except that the weighted average number of common shares outstanding is increased to reflect the dilutive effect of potential common shares, such as those issuable upon the exercise of stock or warrants, as if they had been issued. For the nine and three months ended December 23, 2016 and December 25, 2015, respectively, there were no items of potential dilution that would impact on the computation of diluted earnings or loss per share.

 

Fair Value of Financial Instruments:

 

The carrying value of the Company’s financial instruments, consisting of accounts receivable, accounts payable, and borrowings, approximate their fair value due to the relatively short maturity (three months) of these instruments.

  

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. Actual amounts could differ from those estimates.

 

Impairment of Long-Lived Assets:

 

The Company has adopted the provisions of ASC Topic, 360, Property, Plant and Equipment-Impairment or Disposal of Long-Lived Assets which includes the provisions of SFAS No. 144, “Accounting for The Impairment or Disposal of Long-Lived Assets,” and requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted SFAS No. 144. There were no long-lived asset impairments recognized by the Company for the nine and three months ended December 23, 2016 and December 25, 2015, respectively.

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

 

Reporting Comprehensive Income:

 

The Company has adopted the provisions of ASC Topic, 220, Comprehensive Income which includes the provisions of SFAS No. 130, “Reporting Comprehensive Income.” This Statement established standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in an entity’s financial statements. This Statement requires an entity to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of balance sheet. There were no material items of comprehensive income to report for the nine and three months ended December 23, 2016 and December 25, 2015, respectively.

 

Segment Information:

 

The Company has adopted the provisions of ASC Topic, 280, Segment Reporting which includes the provisions of SFAS No. 131, “Disclosures About Segment of An Enterprise and Related Information.” This Statement requires public enterprises to report financial and descriptive information about its reportable operating segments and establishes standards for related disclosures about product and services, geographic areas, and major customers. The adoption of ASC Topic 280 did not affect the Company’s presentation of its results of operations or financial position.

 

Research and Development:

 

The Company provides personalized engineering services to its customers by designing connectors for specific customer applications. The employment of electromechanical engineers is the anticipated cornerstone of the Company’s future growth. The Company maintains a testing laboratory where its engineers experiment with new connector designs based on changes in technology and in an attempt to create innovative, more efficient connector designs.

 

The Company did not expend any funds on nor receive any revenues related to customer sponsored research and development activities relating to the development of new designs, techniques and the improvement of existing designs during the nine and three months ended December 23, 2016 and December 25, 2015, respectively.

 

Recent Accounting Pronouncements:

 

In December 2016, the FASB issued ASU 2016-19; the amendments cover a wide range of topics in the Accounting Standards Codification, including differences between original guidance and the Accounting Standards Codification, guidance clarification and reference corrections, simplification and minor improvements. The adoption of ASU 2016-19 is effective for annual periods, including interim periods, within those annual periods, beginning after December 15, 2016. The Company is currently evaluating the effect of this standard on its financial statements.

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

 

 

Note 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

 

Recent Accounting Pronouncements: (continued)

 

In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this update are of a similar nature to the items typically addressed in the ASU 2016-19, Technical Corrections and Improvements. The FASB elected to issue a separate update for technical corrections and improvements to Topic 606 as well as other Topics amended by ASU 2014-09 to increase public awareness of the proposals and to expedite improvements to ASU-2014-9. The adoption of ASU 2016-20 is effective from the periods beginning after December 31, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the effect of this standard on its financial statements.

 

In addition, the Financial Accounting Standards Board (“FASB”) has issued certain other accounting standards updates as of December 31, 2016 that will become effective in subsequent periods. The Company believes that none of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during the nine and three months ended December 23, 2016 and December 25, 2015, and it does not believe that any of those pronouncements will have a significant impact on the Company’s financial statements at the time that they become effective.

 

Note 3-

INVENTORIES:

 

Inventories are stated at cost, on a first-in, first-out basis, which does not exceed market value.

 

The Company manufactures products pursuant to specific technical and contractual requirements. The Company historically purchases material in excess of its requirements to avail itself of favorable pricing as well as the possibility of receiving additional orders from customers. This excess may result in material not being used in subsequent periods, which may result in this material being deemed obsolete.

 

The Company annually reviews its purchase and usage activity of its inventory of parts as well as work in process and finished goods to determine which items of inventory have become obsolete within the framework of current and anticipated orders. The Company based upon historical experience has determined that if a part has not been used and purchased or an item of finished goods has not been sold in three years, it is deemed to be obsolete.

 

The Company estimates which materials may be obsolete and which products in work in process or finished goods may be sold at less than cost. A periodic adjustment, based upon historical experience, is made to inventory in recognition of this impairment.

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

  

 

Note 3-

INVENTORIES: (continued)

 

Inventories were comprised of the following:

 

		Dec. 23,				March 25,
		2016				2016
Raw materials		$	5,696,748			$	4,844,510
Work in progress			701,284				596,371
Finished goods			2,127,729				1,809,419
		$	8,525,761			$	7,250,300

 

 

Note 4-

PREPAID EXPENSES AND OTHER CURRENT ASSETS:

 

Prepaid expenses and other current assets were comprised of the following:

 

		Dec. 23,				March 25,
		2016				2016
Prepaid insurance		$	5,717			$	22,834
Prepaid corporate taxes			1,448,260				1,345,459
Other current assets			3,556				9,575
		$	1,457,533			$	1,377,868

 

 

Note 5-

PROPERTY, PLANT AND EQUIPMENT:

 

Property, plant and equipment were comprised of the following:

 

		Dec. 23,				March 25,
		2016				2016
Computers		$	403,739			$	394,175
Leasehold improvements			871,839				845,589
Machinery and equipment			6,051,498				5,767,672
Tools and dies			3,423,727				3,283,953
Furniture and fixture			170,644				170,644
Website development cost			9,050				9,050
			10,930,497				10,471,083
Less: accumulated depreciation and amortization			(8,847,792	)			(8,603,892	)
		$	2,082,705			$	1,867,191

 

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

  

 

Note 6-

ACCOUNTS RECEIVABLE FINANCING:

 

The Company entered into an accounts receivable financing agreement with a non-bank lending institution (“Factor”) whereby it can borrow up to 80 percent of its eligible receivables (as defined in the financing agreement) at an interest rate of 2.5% above JP Morgan Chase’s publicly announced rate with a minimum rate of 6% per annum. The financing agreement has an initial term of one year and will automatically renew for successive one-year terms, unless terminated by the Company or the Factor upon receiving 60 days prior notice. Funds advanced by the Factor are secured by the Company’s accounts receivable and inventories.

 

At December 23, 2016, the Company had reported excess payments to the Factor of $104,245. As of March 25, 2016, the Company had reported excess payments to the Factor of $186,114. These excess payments are reported in the accompanying financial statements as of December 23, 2016 and March 25, 2016 as “Excess payments to accounts receivable factor.”

 

 

Note 7-

OTHER CURRENT LIABILITIES:

 

Other current liabilities were comprised of the following:

 

		Dec. 23,				March 25,
		2016				2016
Payroll and vacation accruals		$	540,301			$	560,995
Sales commissions			59,574				50,357
Insurance			16,704				17,014
Other			—				2,914
		$	616,579			$	631,280

 

 

Note 8-

CHANGES IN STOCKHOLDERS’ EQUITY:

 

The accumulated retained earnings increased by $1,197,025, which represents the net income for the nine months ended December 23, 2016. Accordingly, the Company reported accumulated retained earnings of $12,009,985 as of December 23, 2016.

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 9-

2011 EQUITY INCENTIVE PLAN:

 

On August 31, 2011, the Company’s shareholders approved the adoption of the Company’s 2011 Equity Incentive Plan (“2011 Plan”) to provide for the grant of stock options and restricted stock awards to purchase up to 750,000 shares of the Company’s common stock to all employees, consultants and other eligible participants including senior management and members of the Board of Directors of the Company. The 2011 Plan replaced the prior 2002 Employee Stock Option Plan which had expired in accordance with its terms.

 

Options granted to employees under the 2011 Plan may be designated as options which qualify for incentive stock option treatment under Section 422A of the Internal Revenue Code, or options which do not qualify (non-qualified stock options).

 

Under the 2011 Plan, the exercise price of an option designated as an incentive stock option shall not be less than the fair market value of the Company’s common stock on the day the option is granted. In the event an option designated as an incentive stock option is granted to a ten percent (10%) or greater shareholder, such exercise price shall be at least 110 percent (110%) of the fair market value of the Company’s common stock and the option must not be exercisable after the expiration of five years from the day of the grant. The 2011 Plan also provides that holders of options that wish to pay for the exercise price of their options with shares of the Company’s common stock must have beneficially owned such stock for at least nine months prior to the exercise date.

 

Exercise prices of non-incentive stock options may be less than the fair market value of the Company’s common stock.

 

The aggregate fair market value of shares subject to options granted to a participant(s) that are designated as incentive stock options, and which become exercisable in any calendar year, shall not exceed $100,000

 

On July 1, 2015, our Board of Directors granted 245,000 options to purchase shares of the Company’s common stock under the 2011 Plan as follows: (i) Michael Offerman, our Chief Executive Officer, was granted 75,000 options; (ii) Robert Knoth, our Chief Financial Officer, was granted 50,000 options; (iii) four non-executive officer key employees were granted 110,000 options; and (iv) each of our non-management directors, Allen Gottlieb and Gerald Chafetz, was granted 5,000 options. The stock options (i) have a ten-year term; (ii) have an exercise price equal to the fair market value of the Company’s common stock as determined under the 2011 Plan, as reported in the OTCBB, on the date of grant ($6.00), except that the options granted to Michael Offerman has an exercise price equal to 110% of such fair market value because he owns ten percent (10%) or greater of the Company’s outstanding common stock; and (iii) were all immediately vested. In the event of the termination of each recipient’s employment by, or association with, the Company (as applicable), the options will remain exercisable in accordance with the terms of the 2011 Plan.

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 9-

2011 EQUITY INCENTIVE PLAN: (continued)

 

Effective July 15, 2016, the Board of Directors of the Company unanimously voted to increase the number of directors from three to six directors and elected David Offerman as a Class II director and Dr. Sonia Marciano and Eric C. Hugel as Class I Directors.

Effective August 15, 2016, the Board of Directors also approved the granting of stock options to purchase shares of the Company’s common stock under the 2011 Plan to each of Dr. Marciano and Mr. Hugel as follows: Each of the new non-management directors will receive a grant of options totaling 5,000 shares each subject to the following vesting schedule: (i) 1,000 shares will vest immediately (August 15, 2016); (ii) 2,000 shares will vest on August 15, 2017; and (iii) 2,000 shares will vest on August 15, 2018. The stock options (i) have a ten-year term; and (ii) have an exercise price equal to the fair market value of the Company’s common stock as determined under the 2011 Plan, as reported in the OTCBB, on the date of grant ($5.30). In the event of the termination of each recipient’s association with the Company, the options will remain exercisable in accordance with the terms of the 2011 Plan.

The table below summarizes the option awards for the named executive officers and non-management directors:

 

Name	Stock Option Grants
Michael Offerman	75,000
Robert Knoth	50,000
Allen Gottlieb	5,000
Gerald Chafetz	5,000
Sonia Marciano	5,000
Eric C. Hugel	5,000

 

The Company intends to provide additional information regarding the compensation awarded to the named executive officers and non-management directors in respect of and during the fiscal year ended March 25, 2016, in the proxy statement for the Company’s 2016 annual meeting of stockholders.

 

Note 10-

CASH BONUS PLAN:

 

In 1987, the Company adopted a cash bonus plan (“Cash Bonus Plan”) for executive officers. Contributions to the Cash Bonus Plan are made by the Company only after pre-tax operating profits exceed $150,000 for a fiscal year, and then to the extent of 10% of the excess of the greater of $150,000 or 25% of pre-tax operating profits. Accordingly, the Company has accrued a contribution provision of $252,700 for the nine months ended December 23, 2016. For the year ended March 25, 2016, the Company’s contribution was $227,700.

 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 11-

COMMITMENTS AND CONTINGENCIES:

 

The Company leases space for its corporate offices (including its manufacturing facility) at 140 58^th Street, Suite 8E, Brooklyn, New York. The lease term runs from December 1, 2010 through November 30, 2020. The basic minimum annual rentals are as follows:

 

Fiscal year ending March:
2017		$	44,145
2018			178,360
2019			183,720
2020			189,200
2021			128,640
		$	724,065

 

The rental expense for the nine months ended December 23, 2016 was $129,035 and $124,830 for the nine months ended December 25, 2015.

 

The Company has a collective bargaining multi-employer pension plan (“Multi-Employer Plan”) with the United Auto Workers of America, Local 259 (“UAW”). Contributions are made by the Company in accordance with a negotiated labor contract and are based on the number of covered employees employed per month. With the passage of the Multi-Employer Pension Plan Amendment Act of 1990 (the “1990 Act”), the Company may become subject to liabilities in excess of contributions made under the collective bargaining agreement. Generally, these are contingent upon termination, withdrawal, or partial withdrawal from the Multi-Employer Plan.

 

The Company has not taken any action to terminate, withdraw or partially withdraw from the Multi-Employer Plan, nor does it intend to do so in the future. Under the 1990 Act, liabilities would be based upon the Company’s proportional share of the Multi-Employer Plan’s unfunded vested benefits which is currently not available. The amount of accumulated benefits and net assets of such Plan also is not currently available to the Company. The total contributions charged to operations under the provisions of the Multi-Employer Plan were $87,687 for the nine months ended December 23, 2016 and $84,336 for the nine months ended December 25, 2015.

 

 

Note 12-

SUBSEQUENT EVENTS:

 

The Company has evaluated all other subsequent events through February 6, 2017, the date the financial statements were available to be issued. Based on this evaluation, the Company has determined that no subsequent events have occurred which require disclosure through the date that these financial statements were available to be issued.

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This report contains forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933 (the “Securities Act”). Statements contained in this report which are not statements of historical facts may be considered forward-looking information with respect to plans, projections, or future performance of the Company as defined under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected. The words “anticipate”, “believe”, “estimate”, “expect”, “objective”, and “think” or similar expressions used herein are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, the effects of the Company’s business, actions of competitors, changes in laws and regulations, including accounting standards, employee relations, customer demand, prices of purchased raw material and parts, domestic economic conditions, including housing starts and changes in consumer disposable income, and foreign economic conditions, including currency rate fluctuations. Some or all of the facts are beyond the Company’s control.

 

Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the SEC that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business. The following discussion and analysis should be read in conjunction with the financial statements and related footnotes included elsewhere in this quarterly report which provide additional information concerning the Company’s financial activities and condition.

 

Critical Accounting Policies

 

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could differ from those estimates. The Company believes the following are the critical accounting policies, which could have the most significant effect on the Company's reported results and require the most difficult, subjective or complex judgments by management.

 

Impairment of Long-Lived Assets: 

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected cash flows, undiscounted and without interest, is less than the carrying amount of the asset, an impairment loss is recognized as the amount by which the carrying amount of the asset exceeds its fair value. The Company makes estimates of its future cash flows related to assets subject to impairment review.

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Critical Accounting Policies (continued)

 

Inventory Valuation: 

Raw materials and supplies are stated at cost on first-in, first-out basis, which does not exceed market value. Finished goods and work in process are valued at the lower of actual cost, determined on a specific identification basis, or market. The Company estimates which materials may be obsolete and which products in work in process or finished goods may be sold at less than cost, and adjusts their inventory value accordingly. Future periods could include either income or expense items if estimates change and for differences between the estimated and actual amount realized from the sale of inventory.

 

Income Taxes: 

The Company records a liability for potential tax assessments based on its estimate of the potential exposure. Due to the subjectivity and complex nature of the underlying issues, actual payments or assessments may differ from estimates. Income tax expense in future periods could be adjusted for the difference between actual payments and the Company's recorded liability based on its assessments and estimates.

 

Revenue Recognition: 

Revenues are recognized at the shipping date of the Company's products. The Company has historically adopted the shipping terms that title merchandise passes to the customer at the shipping point (FOB Shipping Point). At this juncture, title has passed, the Company has recognized the sale, inventory has been relieved, and the customer has been invoiced. The Company does not offer any discounts, credits or other sales incentives.

 

The Company’s policy with respect to customer returns and allowances as well as product warranty is as follows:

 

The Company will accept a return of defective product within one year from shipment for repair or replacement at the Company’s option. If the product is repairable, the Company at its own cost will repair and return it to the customer. If unrepairable, the Company will either offer an allowance against payment or will reimburse the customer for the total cost of the product.

 

Most of the Company’s products are custom ordered by customers for a specific use. The Company provides engineering services as part of the relationship with its customers in developing the custom product. The Company is not obligated to provide such engineering service to its customers. The Company does not charge separately for these services.

 

Research & Development: 

The Company provides personalized engineering services to its customers by designing connectors for specific customer applications. The employment of electromechanical engineers is the anticipated cornerstone of the Company’s future growth. The Company maintains a testing laboratory where its engineers experiment with new connector designs based on changes in technology and in an attempt to create innovative, more efficient connector designs.

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Critical Accounting Policies (continued)

 

The Company did not expend any funds on, nor receiving any revenues related to, customer sponsored research and development activities, relating to the development of new designs, techniques and the improvement of existing designs, for the nine and three months ended December 23, 2016 and December 25, 2015, respectively, relating to the development of new designs, techniques and the improvement of existing designs.

 

Comparative Analysis-Nine Months Ended December 23, 2016 and December 25, 2015

 

Results of Operations

 

The following table sets forth for the periods indicated, percentages for certain items reflected in the financial data as such items relate to the revenues of the Company:

 

Relationship to Total Revenues		Dec. 23,				Dec. 25,
		2016				2015
Operating Revenues (in thousands)		$	14,523			$	14,922
Operating Expenses:
(as a percentage of Operating Revenues)
Costs of Products Sold			63.85%				65.39%
Selling, General and Administrative			18.83%				15.12%
Interest Expense			.31%				.08%
Depreciation and amortization			1.68%				1.42%
TOTAL COSTS AND EXPENSES			84.67%				82.01%
Operating Income			15.33%				17.99%
Other Income			—				—
Income (loss) before Income Taxes			15.33%				17.99%
Income Taxes			(7.09%	)			(9.25%	)
Net Income			8.24%				8.74%

 

Operating revenues for the nine months ended December 23, 2016 amounted to $14,522,800 reflecting a 2.68% decrease versus $14,922,073 for the nine months ended December 25, 2015. The decrease in revenues for the current nine-month period can be attributed to lower sales in the current fiscal year’s first quarter as compared to the first quarter of the prior fiscal year.

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Comparative Analysis - Nine Months Ended December 23, 2016 and December 25, 2015 (continued)

 

Results of Operations (continued)

 

Cost of products sold were $9,272,365 for the nine months ended December 25, 2015, or 63.85% of operating revenues. This reflected a $484,833 or 4.97% decrease in the cost of products sold from $9,757,198 or 65.39% of operating revenues for the nine months ended December 25, 2015. The decrease in cost of products sold can be attributed to the decrease in sales in the first quarter ended June 24, 2016.

 

Selling, general and administrative expenses were $2,734,868 or 18.83% of operating revenues for the nine months ended December 23, 2016 compared to $2,256,163 or 15.12% of operating revenues for the nine months ended December 25, 2015. This category of expense increased by $478,705 or 21.22% from the prior nine month period. The increase can be attributed to an increase in operating expenses inclusive of expenses incurred for a Company sponsored conference for all of its sales representatives during the first quarter of the current fiscal year.

 

Interest expense was $45,042 for the nine months ended December 23, 2016 or .31% of operating revenues. For the fiscal nine months ended December 25, 2015, interest expense was $11,788 or .08% of operating revenues. The increase can be attributed to increased advances from the Factor during the quarter ended December 23, 2016.

 

Depreciation and amortization of $243,900 or 1.68% of operating revenues was reported for the nine months ended December 23, 2016 as compared to the nine-month period ended December 25, 2015 of $212,200 or 1.42% of operating revenues.

 

The Company reported net income of $1,197,025 for the nine months ended December 23, 2016 representing basic earnings of $.52 per share as compared to net income of $1,305,702 or $.57 per share for the nine months ended December 25, 2015. The decrease in net income for the current nine-month period can be attributed to the cumulative effect of the aforementioned differences.

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Comparative Analysis-Three Months Ended December 23, 2016 and December 25, 2015

 

Results of Operations

 

The following table sets forth for the periods indicated, percentages for certain items reflected in the financial data as such items relate to the revenues of the Company:

 

Relationship to Total Revenues
		Dec. 23,				Dec. 25,
		2016				2015
Operating Revenues (in thousands)		$	4,803			$	4,653
Operating Expenses:
(as a percentage of Operating Revenues)
Costs of Products Sold			66.22%				67.34%
Selling, General and Administrative			19.02%				16.97%
Interest Expense			.16%				.04%
Depreciation and amortization			1.79%				1.16%
TOTAL COSTS AND EXPENSES			87.19%				85.51%
Operating Income			12.81%				14.49%
Other Income			—				—
Income (loss) before Income Taxes			12.81%				14.49%
Income Taxes			(6.10%	)			(5.39%	)
Net Income			6.71%				9.10%

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Comparative Analysis-Three Months Ended December 23, 2016 and December 25, 2015 (continued)

 

Results of Operations (continued)

 

Operating revenues for the three months ended December 23, 2016 amounted to $4,803,379, reflecting a 3.23% increase when compared to revenues of $4,652,911 for the three months ended December 25, 2015. The increase was due to an increase in commercial billings.

 

Cost of products sold were $3,180,723 for the three months ended December 23, 2016, or 66.22% of operating revenues. This reflected a $47,674 or 1.52% increase in the cost of products sold from $3,133,049 or 67.34% of operating revenues for the three months ended December 25, 2015. The increase in cost of goods sold can be attributed to the cost necessary to support the increase in sales for the quarter.

 

Selling, general and administrative expenses were $913,703 or 19.02% of operating revenues for the three months ended December 23, 2016 compared to $789,529 or 16.97% of operating revenues for the three months ended December 25, 2015. This category of expense increased by $124,174 or 15.73% from the prior comparable three-month period. The increase in this category of expenses was primarily due to an increase in fringe benefits, telephone and promotional expenses.

 

Interest expense was $7,559 for the three months ended December 23, 2016 or .16% of operating revenues. For the fiscal three months ended December 25, 2015, interest expense was $1,668 or .04% of operating revenues. Interest expenses increased by $5,891 or 353.18% over the comparable prior period. The increase can be attributed to increased advances from the Factor during the current quarter.

 

Depreciation and amortization of $86,100 or 1.79% of operating revenues was reported for the three months ended December 23, 2016 as compared to the three-month period ended December 25, 2015, in which depreciation and amortization of $54,200 or 1.16% of operating revenues was reported.

 

The Company reported net income of $322,778 for the three months ended December 23, 2016 representing basic earnings of $.14 per share as compared to net income of $423,677 or $.18 per share for the three months ended December 25, 2015. The decrease in net income for the current three-month period can be attributed primarily to the cumulative effect of the aforementioned differences.

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

 Liquidity and Capital Resources

 

The Company reported working capital of $12,640,437 as of December 23, 2016 compared to a working capital of $11,659,016 as of March 25, 2016. The increase in working capital of $981,421 was attributable to the following items:

 

Net income		$	1,197,025
Depreciation and amortization			243,900
Capital expenditures			(459,414	)
Other			(90	)
		$	981,421

 

As a result of the above, the current ratio (current assets to current liabilities) was 10.96 to 1 at December 23, 2016 as compared to 11.40 to 1 at March 25, 2016. Current liabilities at December 23, 2016 were $1,268,811 compared to $1,121,523 at March 25, 2016.

 

For the nine months ended December 23, 2016, the Company reported $459,414 in capital expenditures and depreciation of $243,900.

 

The net income of $1,197,025 for the nine months ended December 23, 2016 resulted in an increase in total stockholders’ equity to $14,777,593 as compared to total stockholders’ equity of $13,580,568 at March 25, 2016.

 

The Company has an accounts receivable financing agreement with a non-bank lending institution (“Factor”) whereby it can borrow up to 80 percent of its eligible receivables (as defined in the financing agreement) at an interest rate of 2.5% above JP Morgan Chase’s publicly announced prime rate with a minimum rate of 6% per annum.

 

The financing agreement has an initial term of one year and will automatically renew for successive one-year terms, unless terminated by the Company or its lender upon receiving 60 days’ prior notice.

 

Funds advanced by the Factor are secured by the Company’s accounts receivable and inventories. At December 23, 2016, the Company reported excess payments to the Factor of $104,245. The Company reported excess payment to the Factor of $186,114 at March 25, 2016. These excess payments are reported in the accompanying financial statements as “Excess payments to accounts receivable factor.”

 

Amendment to Accounts Receivable Financing Agreement. Effective November 1, 2016, the Company and the Factor executed an amendment to the accounts receivable financing agreement dated March 14, 1990 to provide that: (i) the applicable interest under such agreement is reduced from 12% to 6% per annum; and (ii) the current term of such agreement is extended to March 14, 2018 provided that each subsequent renewal term shall remain one (1) year thereafter in accordance with the terms of the agreement.

In the past two fiscal years, management has been reviewing its collection practices and policies for outstanding receivables and has revised its collection procedures to a more aggressive collection policy. As a consequence of this new policy the Company’s experience is that its customers have been remitting payments on a more

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

 

Liquidity and Capital Resources (continued)

 

consistent and timely basis. The Company reviews the collectability of all accounts receivable on a monthly basis. The reserve is less than 2% of average gross accounts receivable and is considered to be conservatively adequate.

 

The Company has the Multi-Employer Plan with the UAW. Contributions are made by the Company in accordance with a negotiated labor contract and are based on the number of covered employees employed per month. With the passage of the 1990 Act, the Company may become subject to liabilities in excess of contributions made under the collective bargaining agreement. Generally, these are contingent upon termination, withdrawal, or partial withdrawal from the Multi-Employer Plan. The Company has not taken any action to terminate, withdraw or partially withdraw from the Multi-Employer Plan, nor does it intend to do so in the future. Under the 1990 Act, liabilities would be based upon the Company’s proportional share of the Multi-Employer Plan’s unfunded vested benefits which is currently not available. The amount of accumulated benefits and net assets of such Plan also is not currently available to the Company. The total contributions charged to operations under the provisions of the Multi-Employer Plan were $87,687 and $84,336 for the nine months ended December 23, 2016 and December 25, 2015, respectively.

 

On August 31, 2011, the Company’s shareholders approved the adoption of the Company’s 2011 Equity Incentive Plan (“2011 Plan”) to provide for the grant of stock options and restricted stock awards to purchase up to 750,000 shares of the Company’s common stock to all employees, consultants and other eligible participants including senior management and members of the Board of Directors of the Company. The 2011 Plan replaced the prior 2002 Employee Stock Option Plan which had expired on its terms.

 

Options granted to employees under the 2011 Plan may be designated as options which qualify for incentive stock option treatment under Section 422A of the Internal Revenue Code, or options which do not qualify (non-qualified stock options).

 

Under the 2011 Plan, the exercise price of an option designated as an incentive stock option shall not be less than the fair market value of the Company’s common stock on the day the option is granted. In the event an option designated as an incentive stock option is granted to a ten percent (10%) or greater shareholder, such exercise price shall be at least 110 percent (110%) of the fair market value of the Company’s common stock and the option must not be exercisable after the expiration of five years from the day of the grant. The 2011 Plan also provides that holders of options that wish to pay for the exercise price of their options with shares of the Company’s common stock must have beneficially owned such stock for at least nine months prior to the exercise date.

 

Exercise prices of non-incentive stock options may be less than the fair market value of the Company’s common stock. The aggregate fair market value of shares subject to options granted to a participant(s), which are designated as incentive stock options, and which become exercisable in any calendar year, shall not exceed $100,000.

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 

 

Liquidity and Capital Resources (continued)

  

On July 1, 2015, our Board of Directors granted 245,000 options to purchase shares of the Company’s common stock under the 2011 Plan as follows: (i) Michael Offerman, our Chief Executive Officer, was granted 75,000 options; (ii) Robert Knoth, our Chief Financial Officer, was granted 50,000 options; (iii) four non-executive officer key employees were granted 110,000 options; and (iv) each of our non-management directors, Allen Gottlieb and Gerald Chafetz, was granted 5,000 options. The stock options: (i) have a ten-year term; (ii) have an exercise price equal to the fair market value of the Company’s common stock as determined under the 2011 Plan, as reported in the OTCBB, on the date of grant ($6.00), except that the options granted to Michael Offerman has an exercise price equal to 110% of such fair market value because he owns ten percent (10%) or greater of the Company’s outstanding common stock; and (iii) were all immediately vested. In the event of the termination of each recipient’s employment by, or association with, the Company (as applicable), the options will remain exercisable in accordance with the terms of the 2011 Plan.

 

Effective July 15, 2016, the Board of Directors of the Company unanimously voted to increase the number of directors from three to six directors and elected David Offerman as a Class II director and Dr. Sonia Marciano and Eric C. Hugel as Class I Directors.

Effective August 15, 2016, the Board of Directors also approved the granting of stock options to purchase shares of the Company’s common stock under the 2011 Plan to each of Dr. Marciano and Mr. Hugel as follows: Each of the new non-management directors will receive a grant of options totaling 5,000 shares each subject to the following vesting schedule: (i) 1,000 shares will vest immediately (August 15, 2016); (ii) 2,000 shares will vest on August 15, 2017; and (iii) 2,000 shares will vest on August 15, 2018. The stock options: (i) have a ten-year term; and (ii) have an exercise price equal to the fair market value of the Company’s common stock as determined under the 2011 Plan, as reported in the OTCBB, on the date of grant ($5.30). In the event of the termination of each recipient’s association with the Company, the options will remain exercisable in accordance with the terms of the 2011 Plan.

 

The table below summarizes the option awards for the named executive officers and non-management directors:

 

Name	Stock Option Grants
Michael Offerman	75,000
Robert Knoth	50,000
Allen Gottlieb	5,000
Gerald Chafetz	5,000
Sonia Marciano	5,000
Eric C. Hugel	5,000

 

The Company provided additional information regarding the compensation awarded to the named executive officers and non-management directors in respect of and during the fiscal year ended March 25, 2016, in the proxy statement for the Company’s 2016 annual meeting of stockholders.

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) 

 

Liquidity and Capital Resources (continued)

 

In 1987, the Company adopted the Cash Bonus Plan for executive officers. Contributions to the Cash Bonus Plan are made by the Company only after pre-tax operating profits exceed $150,000 for a fiscal year, and then to the extent of 10% of the excess of the greater of $150,000 or 25% of pre-tax operating profits. The Company accrued $252,700 for the nine months ended December 23, 2016. For the year ended March 25, 2016, the Company’s contribution was $227,700.

 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide this information contained in this item pursuant to Regulation S-K.

 

We do not believe that any of our financial instruments have significant risk associated with market sensitivity. For more information on these investments see Note 2 to our financial statements included in this Form 10-Q. We are not exposed to significant financial market risks from changes in foreign currency exchange rates and are only minimally impacted by changes in interest rates. We have not used, and currently do not contemplate using, any derivative financial instruments.

 

Interest Rate Risk

At any time, fluctuations in interest rates could affect interest earnings on our cash and marketable securities. We believe that the effect, if any, of reasonably possible near term changes in interest rates on our financial position, results of operations, and cash flows would not be material. Currently, we do not hedge these interest rate exposures. The primary objective of our investment activities is to preserve capital. We have not used derivative financial instruments in our investment portfolio.

 

As of December 23, 2016, our unrestricted cash was $1,385,883 of which $1,138,429 was in an interest bearing money market account with and the balance of $247,454 was maintained in non-interest bearing checking accounts used to pay operating expenses.

 

Item 4. Controls and Procedures

 

Based on an evaluation of the effectiveness of the Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), the Company’s Chief Executive Officer (who is also our President) and its Chief Financial Officer (who is also our controller and principal accounting officer) have concluded that, as of the end of the period covered by this Report on Form 10-Q, the Company’s disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in this Report that it files or submit under the Exchange Act is, recorded, processed, summarized and reported within the time periods specified within the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. Our management, however, believes our disclosure controls and procedures are in fact effective to provide reasonable assurance that the objectives of the control system are met. In connection with their review and assessment of our disclosure controls and procedures, the Company has retained the services of an outside consultant to further assist management in its annual evaluation of such controls and procedures. There have been no changes in our internal control over financial reporting (as defined in Rule 13a – 15(f) under the Exchange Act) during the quarter ended December 23, 2016 that have been materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

IEH CORPORATION

 

PART II: OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is not a party to or aware of any pending or threatened legal proceedings which, in the opinion of the Company’s management, would result in any material adverse effect on its results of operations or its financial condition.

 

Item 1a. Risk Factors

 

You should carefully consider the risks described below, together with all of following risk factors and the other information included in this report, in considering our business herein as well as the information included in other reports and prospects. The risks and uncertainties described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations, financial condition and/or operating results. If any of the matters or events described in the following risks actually occurs, our business, financial condition or results of operations could be harmed. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment due to any of these risks.

 

Risks Related to Our Business

 

Failure to increase our revenue and keep our expenses consistent with revenues could prevent us from achieving and maintaining profitability.

 

We have generated net income of $1,690,110, $1,809,555, and $1,453,707, respectively, for the fiscal years ended March 25, 2016, March 27, 2015, and March 28, 2014 and $1,197,025 for the nine months ended December 23, 2016. We have expended, and will continue to be required to expend, substantial funds to pursue product development projects, enhance our marketing and sales efforts and to effectively maintain business operations. Therefore, we will need to generate higher revenues to achieve and maintain profitability and cannot assure you that we will be profitable in any future period.

 

Our capital requirements are significant and we have historically partially funded our operations through the financing of our accounts receivable.

 

We have an existing accounts receivable financing agreement with a non-lending institution (“Factor”) whereby we can borrow up to 80 percent of our eligible receivables at an interest rate of 2.5% above JP Morgan Chase’s publicly announced prime rate. No assurances can be given that this financing agreement will continue into the future. If we are unable to continue with this agreement, our cash flow might adversely be affected.

 

IEH CORPORATION

 

PART II: OTHER INFORMATION

 

Our success is dependent on the performance of our management and the cooperation, performance and retention of our executive officers and key employees.

 

Our business and operations are substantially dependent on the performance of our senior management team and executive officers. If our management team is unable to perform it may adversely impact our results of operations and financial condition. We do not maintain “key person” life insurance on any of our executive officers. The loss of one or several key employees could seriously harm our business. Any reorganization or reduction in the size of our employee base could harm our ability to attract and retain other valuable employees critical to the success of our business.

 

If we lose key personnel or fail to integrate replacement personnel successfully, our ability to manage our business could be impaired.

 

Our future success depends upon the continued service of our key management, technical, sales, finance, and other critical personnel. We cannot assure you that we will be able to retain them. Key personnel have left our Company in the past and there likely will be additional departures of key personnel from time to time in the future. The loss of any key employee could result in significant disruptions to our operations, including adversely affecting the timeliness of product releases, the successful implementation and completion of Company initiatives, the effectiveness of our disclosure controls and procedures and our internal control over financial reporting, and the results of our operations. In addition, hiring, training, and successfully integrating replacement sales and other personnel could be time consuming, may cause additional disruptions to our operations, and may be unsuccessful, which could negatively impact future revenues.

 

Our reported financial results could be adversely affected by changes in financial accounting standards or by the application of existing or future accounting standards to our business as it evolves.

 

As a result of the enactment of the Sarbanes-Oxley Act and the review of accounting policies by the SEC and national and international accounting standards bodies, the frequency of accounting policy changes may accelerate. Possible future changes to accounting standards, could adversely affect our reported results of operations.

  

Risks Related to Our Common Stock

 

Our stock price is volatile and could decline; we have a very limited trading market.

 

The price of our common stock has been, and is likely to continue to be, volatile. For example, our stock price during the fiscal year ended March 25, 2016 traded as low as $2.76 per share and as high as $5.99 per share. During the nine-month period ended December 23, 2016, our common stock traded in the range of $5.25 per share to $6.79 per share. We cannot assure you that your initial investment in our common stock will not decline.

  

IEH CORPORATION

 

PART II: OTHER INFORMATION

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Not applicable

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosure

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

(a) Exhibits

 

Exhibit 31.1

Certification Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)*

 

Exhibit 31.2

Certification Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)*

 

Exhibit 32.1

Certification Pursuant to 17CFR240.13a-14(b) or 17CFR240.15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code*

 

Exhibit 101.INS

XBRL Instance Document*

 

Exhibit 101.SCH

XBRL Taxonomy Extension Schema*

 

Exhibit 101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document*

 

Exhibit 101.LAB

XBRL Taxonomy Extension Label Linkbase Document*

 

Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document*

 

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Label Document*

 

*Submitted electronically herewith.

 

Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following formatted in XBRL (Extensible Business Reporting Language): (i) Statement of Operations for the three months ended December 23, 2016 and December 25, 2015; (ii) Balance Sheets as of December 23, 2016 and March 25, 2016; (iii) Statement of Cash Flows for the nine months ended December 23, 2016 and December 25, 2015; and (iv) Notes to Financial Statements for the three months ended December 23, 2016.

 

IEH CORPORATION

 

PART II: OTHER INFORMATION

 

Item 6. Exhibits (continued)

 

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to the Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

(b) Reports on Form 8-K during Quarter.

 

None.

 

 SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	IEH CORPORATION
	(Registrant)
February 6, 2017	/s/ Michael Offerman
	Michael Offerman
	President (Principal Executive Officer)
February 6, 2017	/s/ Robert Knoth
	Robert Knoth
	Chief Financial Officer (Principal Accounting Officer)