IEH CORPORATION
10QSB, 1996-11-13
ELECTRONIC CONNECTORS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             -----------------------

                                   FORM 10-QSB

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

For the quarterly period ended   September 27, 1996
                               ----------------------

[ ] 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. 0-5258

                                 IEH CORPORATION
             (Exact name of registrant as specified in its charter)

      New York                                                  1365549348
- -------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           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.


         Check  whether  the Issuer:  (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  [ X ]                 No  [   ]

         2,303,502  shares of Common  Shares,  par value  $.50 per  share,  were
outstanding as of November 12, 1996.
<PAGE>     
                                 IEH CORPORATION

                                    CONTENTS





PART 1 - FINANCIAL INFORMATION:                                                 

         ITEM 1 - FINANCIAL STATEMENTS

                  Balance Sheets
                  September 27, 1996 (Unaudited)
                  and March 29, 1996                                            

                  Statement of Operations
                  (Unaudited) for the six months
                  ended September 27, 1996 and
                  September 30, 1995                                            

                  Statement of Cash Flows (Unaudited)
                  for the six months ended September 27, 1996
                  and September 30, 1995                                        

                  Notes to Financial Statements
                  (Unaudited)                                                   

         ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
                      OF FINANCIAL CONDITION AND RESULTS
                      OF OPERATIONS
                                                                                

PART II - OTHER INFORMATION            
<PAGE>
<TABLE>
<CAPTION>
                                 IEH CORPORATION

                                 BALANCE SHEETS
                   As of September 27, 1996 and March 29, 1996


                                                       September 27,   March 29, 
                                                          1996           1996
                                                       (Unaudited)     (Note 1)

                          ASSETS


<S>                                                      <C>          <C>
CURRENT ASSETS:
 Cash ................................................   $   56,714   $    3,416
 Accounts receivable, less allowance for
  doubtful accounts of $10,062 at Sept 27, 1996
  and March 29, 1996 .................................      726,854      861,103
 Inventories (Note 2 ) ...............................    1,126,525    1,016,272
 Prepaid expenses and other current assets(Note 3) ...       24,179       54,000
 Other receivables ...................................       23,704       61,410
                                                         ----------   ----------

    Total current assets .............................    1,957,976    1,996,201
                                                         ----------   ----------


PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization of $4,119,699 at
  Sept 27, 1996 and $3,967,899 at March 29, 1996 .....    1,491,060    1,537,973
                                                         ----------   ----------


OTHER ASSETS:
 Prepaid pension cost (Note 6) .......................       43,949       43,949
 Other assets ........................................       47,761       48,510
                                                         ----------   ----------
                                                             91,710       92,459
                                                         ----------   ----------

    Total assets .....................................   $3,540,746   $3,626,633
                                                         ==========   ==========




                 See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                 IEH CORPORATION

                                 BALANCE SHEETS
                   As of September 27, 1996 and March 29, 1996



                                                                       September 27,     March 29,
                                                                           1996            1996
                                                                       (Unaudited)       (Note 1)

      LIABILITIES AND STOCKHOLDERS' EQUITY

<S>                                                                   <C>            <C>
CURRENT LIABILITIES:
 Accounts receivable financing ....................................   $   694,504    $   643,380
 Notes payable, current portion ...................................         3,571          4,542
 Loan payable, current portion (Note 5) ...........................        44,362         43,528
 Accrued corporate income taxes ...................................        34,850         29,064
 Union pension and health and welfare,current portion(Note 6) .....       120,000        120,000
 Accounts payable .................................................       988,905      1,097,924
 Other current liabilities (Note 4) ...............................        55,177        155,775
                                                                      -----------    -----------
    Total current liabilities .....................................     1,941,369      2,094,213
                                                                      -----------    -----------

LONG-TERM LIABILITIES:
 Pension plan payable (Note 6) ....................................       582,455        516,966
 Loan payable, less current portion (Note 5) ......................       263,403        278,680
 Union pension and health and welfare, less current portion(Note 6)       244,504        283,101
                                                                      -----------    -----------
                                                                        1,090,362      1,078,747
                                                                      -----------    -----------
    Total liabilities .............................................     3,031,731      3,172,960
                                                                      -----------    -----------

STOCKHOLDERS' EQUITY:
 Common stock, $.50 par value:
 10,000,000 shares authorized;
 2,303,502 shares issued and outstanding ..........................     1,151,751      1,151,751
 Capital in excess of par value ...................................     1,615,874      1,615,874
 Retained earnings(Deficit) .......................................    (2,258,610)    (2,313,952)
    Total stockholders' equity ....................................       509,015        453,673
                                                                      -----------    -----------

    Total liabilities and stockholders' equity ....................   $ 3,540,746    $ 3,626,633
                                                                      ===========    ===========


                 See accompanying notes to financial statements 
 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                           IEH CORPORATION
                                                       STATEMENT OF OPERATIONS
                                                             (Unaudited)



                                                               Six Months Ended                           Three Months Ended
                                                     ---------------------------------            ---------------------------------
                                                        Sept 27,             Sept 30,                Sept 27,              Sept 30,
                                                         1996                  1995                   1996                   1995
                                                     -----------           -----------            -----------           -----------
<S>                                                  <C>                   <C>                    <C>                   <C>
REVENUE, net sales .......................           $ 2,312,104           $ 1,870,487            $ 1,159,719           $   838,839
                                                     -----------           -----------            -----------           -----------

COSTS AND EXPENSES:
 Cost of products sold ...................             1,679,334             1,474,929                823,701               663,885
 Selling, general and
   administrative ........................               337,381               341,046                194,728               142,968
 Interest ................................                74,338                69,993                 35,060                32,277
 Depreciation and
   amortization ..........................               153,300               132,900                 76,200                66,450
                                                     -----------           -----------            -----------           -----------
                                                       2,244,353             2,018,868              1,129,689               905,580
                                                     -----------           -----------            -----------           -----------


OPERATING INCOME(LOSS) ...................                67,751              (148,381)                30,030               (66,471)
                                                     -----------           -----------            -----------           -----------

OTHER INCOME .............................                   627                  --                     --                    --
                                                     -----------           -----------            -----------           -----------

INCOME (LOSS) BEFORE
 INCOME TAXES ............................                68,378              (148,381)                30,030               (66,471)
                                                     -----------           -----------            -----------           -----------

PROVISION FOR
 INCOME TAXES ............................                13,036                12,600                  6,600                 6,300
                                                     -----------           -----------            -----------           -----------

NET INCOME (LOSS) ........................           $    55,342           $  (160,981)           $    23,430           $ ( 73,041)
                                                     ===========           ===========            ===========           ===========

NET INCOME (LOSS) PER
 COMMON SHARE ............................           $      .024                $(. 07            $       .01              $ ( .03)
                                                     ===========           ===========            ===========           ===========

WEIGHTED AVERAGE
 NUMBER OF COMMON
 SHARES OUTSTANDING
 (in thousands) ..........................                 2,304                 2,304                  2,304                 2,304
                                                     ===========           ===========            ===========           ===========


                                           See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                         IEH CORPORATION

                                                    STATEMENTS OF CASH FLOWS
                                                   Increase (Decrease) in Cash
                                                           (Unaudited)


                                                                                                           Six Months Ended
                                                                                                   ---------------------------------
                                                                                                   September 27,       September 30,
                                                                                                       1996                 1995
                                                                                                   ---------              ---------
<S>                                                                                                <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income(loss) ...................................................................             $  55,342              $(160,981)
                                                                                                   ---------              ---------
  Adjustments to reconcile net income(loss)
   to net cash used in operating activities:
    Depreciation and amortization ....................................................               153,300                132,900

   Changes in assets and liabilities:
    (Increase) decrease in accounts receivable .......................................               134,249                163,968
    (Increase) decrease in inventories ...............................................              (110,253)                33,375
    (Increase) decrease in prepaid expenses
       and other current assets ......................................................                29,821                  4,259
    (Increase) decrease in other receivables .........................................                37,706                (27,421)
    (Increase) decrease in other assets ..............................................                   749                    750

    (Decrease) increase in accounts payable ..........................................              (109,019)               178,697
    (Decrease) increase in other current liabilities .................................              (100,598)               (80,993)
    (Decrease) increase in accrued corporate income taxes payable ....................                 5,786                 13,958
    (Decrease) increase in due to union pension and health and welfare ...............               (38,597)                (2,285)
    (Decrease) increase in pension plan payable ......................................                65,489                    676
                                                                                                   ---------              ---------
             Total adjustments .......................................................                68,633                417,884
                                                                                                   ---------              ---------
NET CASH USED IN OPERATING ACTIVITIES ................................................               123,975                256,903
                                                                                                   ---------              ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment .........................................              (106,387)               (98,847)
                                                                                                   ---------              ---------

NET CASH PROVIDED BY (USED IN)
    INVESTING ACTIVITIES .............................................................              (106,387)               (98,847)
                                                                                                   ---------              ---------

                                           See accompanying notes to financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                         IEH CORPORATION

                                              STATEMENTS OF CASH FLOWS (CONTINUED)
                                                   Increase (Decrease) in Cash
                                                           (Unaudited)


                                                                                            Six Months Ended
                                                                                 ---------------------------------------
                                                                                  September 27,            September 30,
                                                                                       1996                    1995
                                                                                    ---------               ---------
<S>                                                                                 <C>                     <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on notes payable ...........................................    $    (971)              $ ( 16,668)
 Proceeds from accounts receivable financing ...................................       51,124                    --
 Principal payments on accounts receivable financing ...........................         --                  (120,821)
 Principal payments on loan payable ............................................      (14,443)                (20,567)
                                                                                    ---------               ---------

NET CASH PROVIDED BY (USED IN)
   FINANCING ACTIVITIES ........................................................       35,710                (158,056)
                                                                                    ---------               ---------

INCREASE (DECREASE) IN CASH ....................................................       53,298                    --

CASH, beginning of period ......................................................        3,416                     300
                                                                                    ---------               ---------

CASH, end of period ............................................................    $  56,714               $     300
                                                                                    =========               =========


SUPPLEMENTAL  DISCLOSURES  OF CASH FLOW  INFORMATION,
    cash paid  during the six months for:

    Interest ...................................................................    $  74,338               $  69,993
                                                                                    =========               =========

    Income Taxes ...............................................................    $  13,036               $  12,600
                                                                                    =========               =========


                                           See accompanying notes to financial statements

</TABLE>
<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)




Note 1-  FINANCIAL STATEMENTS:

         The accompanying financial statements of IEH Corporation("The Company")
         for the six months ended September 27, 1996 and September 30, 1995 have
         been prepared in accordance with the instructions to Form 10-QSB and do
         not include all of the information and footnotes  required by generally
         accepted  accounting  principles.  The financial  statements  have been
         prepared  by  management  from the books and records of the Company and
         reflect, in the opinion of management,  all adjustments  (consisting of
         normal  recurring  accruals)  necessary for a fair  presentation of the
         financial  position,  results  of  operations,  and  cash  flows of the
         Company.  These  statements  should  be read in  conjunction  with  the
         financial statements and notes thereto included in the Company's annual
         report  Form 10- KSB for the fiscal  year  ended  March 29,  1996.  The
         balance  sheet  at March  29,  1996 has  been  taken  from the  audited
         financial statements of that date.



Note 2- INVENTORIES:


        Inventories are comprised of the following:

<TABLE>
<CAPTION>
                                        September 27,               March 29,
                                            1996                      1996
                                            ----                      ----
                                        (Unaudited)
                  <S>                   <C>                      <C>
                  Raw materials         $  673,509               $   607,593
                  Work in process          125,602                   113,309
                  Finished goods           327,414                   295,370
                                         ---------                 ---------
                                        $1,126,525               $ 1,016,272
                                        ==========               ===========
</TABLE>
         Inventories  are  priced at the  lower of cost  (first-in,  first  -out
         method)  or  market.  During  the  current  fiscal  year,  the  Company
         established a reserve for obsolescence to reflect net realizable value.
         The balance of this reserve as of September 27, 1996 was $24,000.

         Inventories at September 27, 1996 are recorded net of this reserve.
<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 3- PREPAID EXPENSES AND OTHER CURRENT ASSETS:

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

<TABLE>
<CAPTION>
                                        September 27,            March 29,
                                            1996                   1996
                                            ----                   ----
                                       ( Unaudited )
             <S>                         <C>                    <C>
             Prepaid insurance           $ 24,179               $ 54,000
             Other current assets              -                      -
                                         --------                  -----
                                         $ 24,179               $ 54,000
                                         ========                ========
</TABLE>
Note 4- OTHER CURRENT LIABILITIES:

         Other current liabilities are comprised of the following:

<TABLE>
<CAPTION>
                                               September 27,         March 29,
                                                  1996                 1996
                                                  ----                 ----
                                               (Unaudited)

            <S>                                <C>                  <C>
            Payroll and vacation accruals      $   1,720            $  5,590
            Sales commissions                     13,653               6,074
            Pension plan payable                    -                 65,389
            Other                                 39,804              78,722
                                                ---------           ---------
                                               $  55,177            $155,775
                                               =========            ======== 
</TABLE>
Note 5- LOAN PAYABLE:

         On July 22, 1992, the Company  obtained a loan of $435,000 from the New
         York State Urban  Development  Corporation,  ("UDC")  collateralized by
         machinery  and  equipment.  The loan is payable  over ten  years,  with
         interest rates progressively increasing from 4% to 7%.

         The balance remaining at September 27, 1996 was $307,765.
<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



Note 5- LOAN PAYABLE (continued):

         Aggregate future principal payments are as follows:

<TABLE>
<CAPTION>
           <S>                                        <C>
           Fiscal Year Ending March:
                    1997                              $   29,085
                    1998                                  45,710
                    1999                                  48,529
                    2000                                  50,694
               Thereafter                                133,747
                                                      ----------
                                                      $  307,765
                                                      ==========
</TABLE>


         As of  September  27,  1996,  the Company had failed to meet one of the
         financial  covenants  of the loan  agreement;  namely that the "Company
         shall be  obligated  to maintain a tangible  net worth of not less than
         $1,300,000  and the Company  shall be  obligated to maintain a ratio of
         current  assets  to  current  liabilities  of 1.1 to 1.0.  The  Company
         reported tangible net worth of $509,015. The ratio of current assets to
         current liabilities at September 27, 1996 was 1.008 to 1.0.


         The Company had previously  received a waiver of this covenant from the
         UDC  through  the  period  ending  July 8,  1993  and had  subsequently
         received  an  additional  waiver of this  covenant  through  the period
         ending March 31, 1994.

         There are no  assurances  that the Company will receive any  additional
         waivers of this covenant. Should the Company not receive any additional
         waivers,  then  it  will  be  deemed  to be in  default  of  this  loan
         obligation to the UDC and the entire loan plus interest will become due
         and payable.

<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



Note 6- COMMITMENTS:

         The Company has, with the United Auto Workers of America,  Local 259, a
         collective bargaining  multi-employer  pension plan.  Contributions are
         made 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  Amendments  Act of 1980 ("The Act"),  the
         Company may become subject to  liabilities  in excess of  contributions
         made  under  the  collective  bargaining  agreement.  Generally,  these
         liabilities are contingent upon the termination, withdrawal, or partial
         withdrawal  from the Plan.  The  Company  has not  taken any  action to
         terminate,  withdraw or  partially  withdraw  from the Plan nor does it
         intend  to do so in the  future.  Under the Act,  liabilities  would be
         based upon the  Company's  proportional  share of the  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.  Total  contributions  charged to  operations
         under this pension plan were $21,403 for the six months ended September
         27, 1996.

         In  December,  1993,  the Company  and Local 259 entered  into a verbal
         agreement  whereby the Company would satisfy this debt by the following
         payment schedule:

               The sum of  $10,000  will be paid by the  Company  each  month in
               satisfaction  of the  current  arrears  until this total debt has
               been paid. Under this agreement,  the projected  payment schedule
               for arrears will satisfy the total debt in 49 months.

               Additionally,  both parties  have agreed that current  obligatory
               funding by the Company will be made on a timely current basis.

         Effective  February  1, 1995,  the  Company  withdrew  from the union's
         health and welfare  plan,and  offered and  provided  its  employees  an
         alternative health insurance plan.

         As of September 27, 1996, the Company  reported arrears with respect to
         its past  contributions  to the  union's  health and  welfare  plan and
         contributions  to the  pension  plan.  The  amount  due the  health and
         welfare  plan was  $149,889  and the  amount due the  pension  plan was
         $214,615, for a total of $364,504.

         The total  amount  due of  $364,504  is  reported  on the  accompanying
         balance  sheet  in  two  components;  $120,000  reported  as a  current
         liability and $244,504 as a long-term liability.
                                                              
         On June 30, 1995, the Company applied to the Pension  Benefit  Guaranty
         Corporation  ("PBGC")  to have the  PBGC  assume  all of the  Company's
         responsibilities  and liabilities  under its Salaries  Pension Plan. On
<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
         COMMITMENTS: (continued)

         April 26, 1996, the PBGC determined that the Salaried  Pension Plan did
         not have sufficient assets available to pay benefits which were and are
         currently due under the terms of the Plan. The PBGC further  determined
         that pursuant to the  provisions of the  Employment  Retirement  Income
         Security  Act of 1974,  as  amended  ("ERISA")  that  the Plan  must be
         terminated   in  order  to  protect   the   interests   of  the  Plan's
         participants.  Accordingly,  the PBGC  intends to proceed  pursuant  to
         ERISA to have the Plan  terminated  and the PBGC appointed as statutory
         trustee,   and  to  have  July  31,  1995  established  as  the  Plan's
         termination date.


Note 7- CONTINGENCIES:

         In 1979, the Company  entered into an agreement with Brevetron S.A. for
         the  manufacture  and  sale  of  certain  electrical  connectors.   The
         agreement was a so-called "hybrid" agreement  involving a license under
         both patent rights and know-how. The license was non-exclusive,  and in
         fact the Company encountered  licensed competition in the United States
         in the sale of these products known as the "Hypertac"  socket. The last
         of these patents expired in 1992. The Company,  however,  had continued
         to pay licensing  fees to Brevetron  S.A. and thru the year ended March
         31, 1995 had recorded a licensing fee liability of $75,417. For the six
         months ended September 30, 1995, the Company had recorded an additional
         $31,783 in license fees.  Upon having outside  counsel conduct a review
         of the  agreement,  the Company has advised  Brevetron that it believes
         that there is no legal  obligation  for the  Company to pay any further
         licensing  fees.  It is the opinion of counsel that the  agreement  has
         been unenforceable since January 7, 1992, the date of expiration of the
         latest  patent.  Accordingly,  the Company had  reversed the accrual of
         license  fees of  $31,783  that  were  recorded  in the  period  ending
         September 30, 1995. The remaining liability of $75,417 representing the
         amount of licensing  fees  recorded as a liability as of March 31, 1995
         was reversed as of March 29, 1996.

Note 8- CHANGES IN STOCKHOLDERS' EQUITY:

         Retained earnings  increased by $23,430 which represents the net income
         for the three months ended June 28, 1996.
<PAGE>
Item 2.         Management's Discussion and Analysis of Financial Condition and
                Results of Operations



Results of Operations:

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

                                                           Six Months Ended
                                                     September 27, September 30,
                                                     ---------------------------
                                                        1996            1995
                                                     --------         --------
<S>                                                  <C>              <C>
Operating Revenues (in thousands) .................  $  2,312         $  1,870
                                                     --------         --------

Costs and Expenses:
  (as a percentage of revenues)

         Cost of Products Sold ....................      72.6%            78.9%

         Selling, General and Administrative ......      14.6%            18.2%

         Interest Expense .........................       3.2%             3.7%

         Depreciation and amortization ............       6.6%             7.1%
                                                     --------         --------

                  Total costs and expenses ........      97.0%           107.9%
                                                     --------         --------


Operating Income (loss) ...........................       3.0%            (7.9%)
                                                     --------         --------

Other Income ......................................        .0%              .0%
                                                     --------         --------

Income (loss) before Income Taxes .................       3.0%            (7.9%)
                                                     --------         --------

Income Taxes ......................................        .6%             (.7%)
                                                     --------         --------

Net Income (loss) .................................       2.4%            (8.6%)
                                                     ========         ========
</TABLE>
<PAGE>
Comparative Analysis:

Operating  revenues for the six month period ending  September 27, 1996 amounted
to  $2,312,104,  reflecting a 23.6%  increase over the previous six month period
ending September 30, 1995. The increase in revenues in this  comparative  period
reflects  the  Company's  efforts to redirect  its sales  efforts to  commercial
electronic sales.

Cost of  products  sold  amounted  to  $1,679,334  or  72.6% of  revenues.  This
reflected an increase of 13.9% in the cost of products  sold from  $1,474,929 or
78.9% of revenues from the  comparative  six month period  ending  September 30,
1995. The increase is reflective of increased costs of production as a result of
increased sales.

Selling, general and administrative expenses were $ 337,381 or 14.6% of revenues
compared to $341,046 or 18.2% of revenues for the  comparative  six month period
ending  September 30, 1995. This decrease of 1% was attributable to mamagement's
efforts to better control costs.

Interest  expenses was $74,338 or 3.2% of total  revenues as compared to $69,993
or 3.7% of revenues for the prior six month period  ending  September  30, 1995.
The increase of 6.2% reflects  higher rates  prevailing in the current period as
compared to the prior six month period.

Depreciation  and  amortization of $153,300 or 6.6% of revenues was reported for
the six months  ended  September  27,  1996 as  compared  to $132,900 or 7.1% of
revenues for the prior six months ended  September  30, 1995.  This expense as a
percentage  of revenues  increased as a result of  increased  purchases of fixed
assets during the six months ended September 27, 1996.

The Company  reported net income of $55,342 for the six months  ended  September
27, 1996  representing net income of $.024 per common share as compared to a net
loss of  $160,981  and net loss  per  common  share of $.07 for the  comparative
period ending September 30, 1995. This increase is due to an overall increase in
revenues for the current period.
<PAGE>

Item 2-  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

         Results of Operations:

         The  following  table  sets  forth  for the  periods  indicated,  sales
revenues and  percentages  for certain items in the financial data as such items
bear to the revenues of the Company:
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                    September 27,    September 30,
                                                    ------------------------------
                                                         1996             1995
                                                       --------         ------
<S>                                                    <C>            <C>
Revenues, net sales(in thousands) ..............       $  1,160       $    839
                                                       --------         ------


Costs and Expenses:
 (as a percentage of revenues)

 Cost of products sold .........................           71.0%          79.1%
 Selling,general and administrative ............           16.8%          17.1%
 Interest expense ..............................            3.0%           3.8%
 Depreciation and amortization .................            6.6%           7.9%
                                                       --------         ------
         Total costs and expenses ..............           97.4%         107.9%
                                                       --------         ------

 Operating income (loss) .......................            2.6%          (7.9%)
                                                       --------         ------

 Other income ..................................             .0%            .0%
                                                       --------         ------

 Income (loss) before income taxes .............            2.6%          (7.9%)
                                                       --------         ------

 Provision for income taxes ....................            (.6%)          (.8%)
                                                       --------         ------

 Net income (loss) .............................            2.0%          (8.7%)
                                                       ========         ======
</TABLE>

Comparative Analysis:

Operating revenues for the three month period ending September 27, 1996 amounted
to $1,159,719  reflecting an 38.2% increase  versus the prior three month period
ending  September  30,  1995 of  $838,839.  The  increase  in  revenues  in this
comparative  period reflects the Company's efforts to redirect its sales efforts
to commercial electronic sales.
<PAGE>
Comparative Analysis (continued)

Cost of products sold amounted to $823,701 for the three months ended  September
27, 1996 or 71.0% of revenues.  This  reflected an increase of 24.1% in the cost
of products sold from $663,885 or 79.1% of revenues from the  comparative  three
month period ended  September  30, 1995.  This  increase is primarily due to the
increase in revenue and resultant costs associated with production.

Selling, general and administrative expenses were $194,728 or 16.8% of revenues,
compared to $142,968 or 17.1% of revenues for the comparative three month period
ending  September 30, 1995.  This increase of 36.2% was  attributed to increased
variable expenses based on sales.

Interest  expense was $35,060 or 3.0% of revenues as compared to $32,277 or 3.8%
of revenues  for the prior three month period  ending  September  30, 1995.  The
increase in interest expense of 8.6% reflects the higher rates prevailing in the
current fiscal year as compared to the prior year.

Depreciation  and  amortization  of $76,200 or 6.6% was  reported  for the three
months ended  September  27, 1996 as compared to $66,450 or 7.9% of revenues for
the prior three month  period  ending  September  30,  1995.  This  expense as a
percentage of revenues  increased as a result of an increase in the  acquisition
of machinery  and  equipment  during the three month period ended  September 30,
1995.

The Company  reported  net income of $23,430 for the three  month  period  ended
September 27,1996,  representing net income of $.01 per common share as compared
to a net loss of $.03 per  common  share for the three  months  ended  September
30,1995.  This comparative increase for the current three month period is due to
an overall increase in revenues during this period.
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K
         
         (a)  Exhibits

         Exhibit 27. Financial Data Schedule

         (b)  Reports on Form 8-K during Quarter

         None
<PAGE>
                                   SIGNATURES



         In accordance with the requirements of the Exchange Act, the Registrant
has duly  cause  this  report  to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                                    IEH CORPORATION
                                                    (Registrant)


November 12, 1996                                /s/Michael Offerman
                                                 ----------------------------
                                                    Michael Offerman
                                                    President

November 12, 1996                                /s/Robert Knoth
                                                 ----------------------------
                                                    Robert Knoth
                                                    Chief Financial Officer

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-28-1997
<PERIOD-END>                               SEP-27-1996
<CASH>                                          56,714
<SECURITIES>                                         0
<RECEIVABLES>                                  726,854
<ALLOWANCES>                                         0
<INVENTORY>                                  1,126,525
<CURRENT-ASSETS>                             1,957,976
<PP&E>                                       5,610,729
<DEPRECIATION>                               4,119,699
<TOTAL-ASSETS>                               3,540,746
<CURRENT-LIABILITIES>                        1,941,369
<BONDS>                                        263,403
                                0
                                          0
<COMMON>                                     1,151,751
<OTHER-SE>                                   (642,736)
<TOTAL-LIABILITY-AND-EQUITY>                 3,540,746
<SALES>                                      2,312,104
<TOTAL-REVENUES>                             2,312,731
<CGS>                                        1,679,334
<TOTAL-COSTS>                                  337,381
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              74,338
<INCOME-PRETAX>                                 68,378
<INCOME-TAX>                                    13,036
<INCOME-CONTINUING>                             55,342
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    55,342
<EPS-PRIMARY>                                     .024
<EPS-DILUTED>                                        0
        

</TABLE>


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