IEH CORPORATION
10QSB, 1996-02-13
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   December 31, 1995
                               ----------------------

[ ] 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 Febraury 9, 1996.
<PAGE>
                                 IEH CORPORATION

                                    CONTENTS



PART 1 - FINANCIAL INFORMATION:

         ITEM 1 - FINANCIAL STATEMENTS

                  Balance Sheets
                  December 31, 1995 (Unaudited)
                  and March 31, 1995

                  Statement of Operations
                  (Unaudited) for the nine months
                  ended December 31, 1995 and
                  December 30, 1994

                  Statement of Cash Flows (Unaudited)
                  for the nine months ended December 31, 1995
                  and December 30, 1994

                  Notes to Financial Statements
                  (Unaudited)

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


PART II - OTHER INFORMATION
<PAGE>
                                 IEH CORPORATION

                                 BALANCE SHEETS
                   As of December 31, 1995 and March 31, 1995
<TABLE>
<CAPTION>
                                                            December 31,       March 31,
                                                                1995             1995
                                                             ----------        ----------
                                                             (Unaudited)        (Note 1)
<S>                                                          <C>               <C>       
                    ASSETS

CURRENT ASSETS:
 Cash ...............................................        $    7,204        $      300
 Accounts receivable,less allowance for
  doubtful accounts of $10,062 at Dec 31, 1995,
  and March 31, 1995 ................................           763,909           793,083
 Inventories ( Note 2 ) .............................           993,497         1,020,309
 Prepaid expenses and other current assets ( Note 3 )            88,247            89,001
 Other receivables ..................................            89,733            35,771
                                                             ----------        ----------
   Total current assets .............................         1,942,590         1,938,464
                                                             ----------        ----------

PROPERTY, PLANT AND EQUIPMENT,less accumulated
 depreciation and amortization of $4,903,330 at
 Dec 31, 1995 and $4,704,880 at March 31, 1995 ......         1,578,764         1,630,362
                                                             ----------        ----------

OTHER ASSETS:
 Prepaid pension cost ...............................           160,652           160,652
 Other assets .......................................            47,882            49,007
                                                             ----------        ----------
                                                                208,909           209,659
                                                             ----------        ----------


  Total assets ......................................        $3,729,888        $3,778,485
                                                             ==========        ==========
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                                 IEH CORPORATION

                                 BALANCE SHEETS
                   As of December 31, 1995 and March 31, 1995

<TABLE>
<CAPTION>
                                                                    December 31,         March 31,
                                                                       1995                1995
                                                                    -----------         -----------
                                                                    (Unaudited)          (Note 1)
<S>                                                                 <C>                 <C>        
         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts receivable financing .............................        $   632,469         $   585,620
 Notes payable, current portion ............................              2,434              15,706
 Loan payable, current portion (Note 5 ) ...................             39,281              43,604
 Accrued corporate income taxes ............................             30,508              13,794
 Union pension, health and welfare,current portion (Note 6 )            120,000             120,000
 Accounts payable ..........................................          1,130,312             953,532
 Other current liabilities (Note 4 ) .......................            199,340             262,892
                                                                    -----------         -----------
   Total current liabilities ...............................          2,154,344           1,995,148
                                                                    -----------         -----------

LONG-TERM LIABILITIES:
 Pension plan payable ......................................            437,944             438,651
 Notes payable, less current portion .......................              1,798               4,750
 Loan payable, less current portion (Note 5 ) ..............            293,599             320,533
 Union pension, health and welfare,long-term ( Note 6 ) ....            312,084             325,947
                                                                    -----------         -----------
    Total long-term liabilities ............................          1,045,425           1,089,881
                                                                    -----------         -----------

   Total liabilities .......................................          3,199,769           3,085,029
                                                                    -----------         -----------

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 ) ............................         (2,237,506)         (2,074,169)
                                                                    -----------         -----------
   Total stockholders' equity ..............................            530,119             693,456
                                                                    -----------         -----------

   Total liabilities and stockholders' equity ..............        $ 3,729,888         $ 3,778,485
                                                                    ===========         ===========
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                                 IEH CORPORATION

                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                     Nine Months Ended                      Three Months Ended
                              -------------------------------         -------------------------------
                                 Dec 31,            Dec 30,             Dec 31,             Dec 30,
                                  1995               1994                1995                1994
                              -----------         -----------         -----------         -----------
<S>                           <C>                 <C>                 <C>                 <C>        
REVENUES,net sales ...        $ 2,907,035         $ 3,914,514         $ 1,036,549         $ 1,263,053
                              -----------         -----------         -----------         -----------
COSTS AND EXPENSES:
 Cost of products sold          2,240,467           2,939,085             759,504             959,457
 Selling, general and
   administrative ....            500,664             656,478             165,343             204,279
 Interest ............            111,297             107,922              41,304              40,332
 Depreciation and
   amortization ......            199,350             202,050              66,450              67,650
                              -----------         -----------         -----------         -----------
                                3,051,778           3,905,535           1,032,601           1,271,718
                              -----------         -----------         -----------         -----------

OPERATING INCOME(LOSS)           (144,743)              8,979               3,948              (8,665)
                              -----------         -----------         -----------         -----------
OTHER INCOME .........                306                --                  --                  --
                              -----------         -----------         -----------         -----------
INCOME (LOSS) BEFORE
 INCOME TAXES ........           (144,437)              8,979               3,948              (8,665)
                              -----------         -----------         -----------         -----------
PROVISION FOR
 INCOME TAXES ........             18,900              20,430               6,300               7,975
                              -----------         -----------         -----------         -----------
NET INCOME (LOSS) ....        $  (163,337)        $   (11,451)        $    (2,352)        $   (16,640)
                              ===========         ===========         ===========         =========== 

NET INCOME (LOSS) PER
 COMMON SHARE ........        $      (.07)        $     (.005)        $     (.001)        $      (.01)
                              ===========         ===========         ===========         =========== 

WEIGHTED AVERAGE
 NUMBER OF COMMON
 SHARES OUTSTANDING
 (in thousands) ......              2,304               2,304               2,304               2,304
                              ===========         ===========         ===========         =========== 
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                                 IEH CORPORATION

                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       Nine Months Ended
                                                                   ---------------------------
                                                                  December 31,      December 30,
                                                                      1995              1994
                                                                   ---------         --------- 
<S>                                                                <C>               <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income(loss) ........................................        $(163,337)        $ (11,451)
                                                                   ---------         --------- 
  Adjustments to reconcile net income(loss)
   to net cash used in operating activities:
    Depreciation and amortization .........................          199,350           202,050

   Changes in assets and liabilities:
    (Increase) decrease in accounts receivable ............           29,174           219,922
    (Increase) decrease in inventories ....................           26,812           (16,411)
    (Increase) decrease in prepaid expenses
       and other current assets ...........................              754            24,559
    (Increase) decrease in other receivables ..............          (53,962)            7,220
    (Increase) decrease in other assets ...................              750             8,624
    (Increase) decrease in prepaid and refundable
       income taxes .......................................             --                 271

    (Decrease) increase in accounts payable ...............          176,780           (18,839)
    (Decrease) increase in other current liabilities ......          (63,477)          (19,566)
    Increase in accrued corporate income taxes payable ....           16,714            10,427
    Increase in due to union pension and health and welfare          (13,863)          (59,011)
    (Decrease) increase in pension plan payable ...........             (707)          (30,862)
                                                                   ---------         --------- 
             Total adjustments ............................          318,325           328,384
                                                                   ---------         --------- 
NET CASH USED IN OPERATING ACTIVITIES .....................          154,988           316,933
                                                                   ---------         --------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment ..............         (147,372)         (181,533)
                                                                   ---------         --------- 

NET CASH PROVIDED BY (USED IN)
    INVESTING ACTIVITIES ..................................         (147,372)         (181,533)
                                                                   ---------         --------- 
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                                 IEH CORPORATION

                      STATEMENTS OF CASH FLOWS (CONTINUED)
                           Increase (Decrease) in Cash
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                            ---------------------------
                                                           December 31,      December 30,
                                                              1995               1994
                                                            ---------         ---------
<S>                                                         <C>               <C>      
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on notes payable ...............        $ (16,224)        $    --
 Principal payments on notes payable ...............             --               8,792
 Proceeds from loan payable ........................             --                --
 Proceeds from accounts receivable financing .......           46,849          (110,356)
 Principal payments on accounts receivable financing             --                --
 Principal payments on loan payable ................          (31,337)          (31,876)
                                                            ---------         ---------

NET CASH PROVIDED BY (USED IN)
   FINANCING ACTIVITIES ............................             (712)         (133,440)
                                                            ---------         ---------

INCREASE (DECREASE) IN CASH ........................            6,904            (1,960)

CASH, beginning of year ............................              300             8,173
                                                            ---------         ---------

CASH, end of year ..................................        $   7,204         $   6,213
                                                            =========         =========

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

    Interest .......................................        $ 111,297         $ 107,922
                                                            =========         =========

    Income Taxes ...................................        $  18,900         $  20,430
                                                            =========         =========
</TABLE>
                 See accompanying notes to financial statements
<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)




Note 1-  FINANCIAL STATEMENTS:

         The accompanying financial statements of IEH Corporation("The Company")
         for the nine months ended  December 31, 1995 and December 30, 1994 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 31,  1995.  The
         balance  sheet  at March  31,  1995 has  been  taken  from the  audited
         financial statements of that date.



Note 2-  INVENTORIES:

         Inventories are comprised of the following:
<TABLE>
<CAPTION>
                                                 December 31,          March 31,
                                                    1995                 1995
                                                 ----------           ----------
                                                 (Unaudited)
<S>                                              <C>                  <C>       
Raw materials ........................           $  560,030           $  575,144
Work in process ......................              112,046              115,070
Finished goods .......................              321,421              330,095
                                                 ----------           ----------
                                                 $  993,497           $1,020,309
                                                 ==========           ==========
</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 December 31, 1995 was $36,000.

         Inventories at December 31, 1995 are recorded net of this reserve.
<PAGE>
Note 3-  PREPAID EXPENSES AND OTHER CURRENT ASSETS:

         Prepaid  expenses  and  other  current  assets  are  comprised  of  the
         following:
<TABLE>
<CAPTION>
                                                     December 31,        March 31,
                                                         1995              1995
                                                       -------           -------
                                                     (Unaudited)
<S>                                                    <C>               <C>    
Prepaid insurance ..........................           $65,983           $20,843
Other current assets .......................            22,264            68,158
                                                       -------           -------
                                                       $88,247           $89,001
                                                       =======           =======
</TABLE>

Note 4-  OTHER CURRENT LIABILITIES:

         Other current liabilities are comprised of the following:
<TABLE>
<CAPTION>
                                                      December 31,      March 31,
                                                         1995             1995
                                                       --------         --------
                                                      (Unaudited)
<S>                                                    <C>              <C>     
Payroll and vacation accruals ................         $ 19,554         $ 15,075
Sales commissions ............................           28,316            7,315
License fees .................................           75,417           75,417
Pension plan payable .........................           26,335           35,049
Other ........................................           49,718          130,036
                                                       --------         --------
                                                       $199,340         $262,892
                                                       ========         ========
</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 3% to 7%. On May 25, 1995
         the UDC increased  the rate of interest 1% to 5% per annum  retroactive
         to March 31,  1995.  The balance  remaining  at  December  31, 1995 was
         $332,880.
<PAGE>
         Aggregate future principal payments are as follows:

         Fiscal Year Ending March:
            1995                      $  10,748
            1996                         43,603
            1997                         44,543
            1998                         46,314
         Thereafter                     187,672
                                      ---------
                                      $ 332,880
                                      =========

         As of  December  31,  1995,  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
         $1,000,000 for the duration of the loan". The Company reported tangible
         net worth of  $530,119 at  December  31,  1995.  The  inability  of the
         Company to meet this  covenant is ascribed to the  reported net loss of
         $637,899 for the year ended March 26, 1993 which  reduced  tangible net
         worth from $1,467,280 as reported at March 27, 1992.

         The Company had previously  received a waiver of this covenant from the
         UDC through the period  ending  March 31,  1994.  The UDC is  presently
         reviewing  the  financial  statements of the Company for the year ended
         March 31,  1995 with  respect to  consideration  of the  granting of an
         additional waiver of this covenant.

         There are no  assurances  that the Company will receive any  additional
         waivers of this covenant  through the period ending  December 31, 1995.
         Should the Company not receive any additional waivers of this covenant,
         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>
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 $31,123 for the nine months ended December
         31, 1995.

         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 December 31, 1995, 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  $199,809  and the  amount due the  pension  plan was
         $232,195, for a total of $432,004.

         Subsequent to the balance sheet date, the Company was notified that the
         United  Auto  Workers  of  America,  Local  259,  that  in the  Union's
         determination, the Company had affected a withdrawal liability from the
         pension plan,  and that the  Company's  liability was greater than what
         the Company has reported.

         The Company is contesting the union's  determination  and at present is
         seeking  documentation  from  the  union  to  verify  the  claim  as to
         withdrawal and the claimed lability.

         The Company has a pension plan for its salaried employees.  At December
         31, 1995, the Company  reported a total pension  liability of $464,279.
         Of this amount, $26,335 is included in other current liabilities,  with
         the balance of $437,944  being reported as a long-term  liability.  The
         Company  has  been  unable  to fund  contributions  to the Plan and has
         applied to the  Internal  Revenue  Service  for a waiver of the minimum
         funding  requirement.  Additionally,  the  Company  has  applied to the
         Pension Benefit Guaranty  Corporation for relief and termination of the
         Plan.  No final  determination  has been  made by either  the  Internal
         Revenue  Service or the Pension  Benefit  Guaranty  Corporation  to the
         Company's requests.

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 has reversed the current year's
         license fees of $31,783 that were  recorded as an expense in the period
         ending  September 30, 1995. The remaining  liability of $75,417 remains
         on the books as a liability pending further determination from counsel.


Note 8-  CHANGES IN STOCKHOLDERS' EQUITY:

         Retained earnings decreased by $2,352 which represents the net loss for
         the three months ended December 31, 1995.
<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>
                                                           Nine Months Ended
                                                     ----------------------------
                                                     December 31,     December 30,
                                                        1995              1994
                                                     -----------      -----------
<S>                                                  <C>              <C>     
Revenues, net sales (in thousands) ............      $  2,907         $  3,915
                                                     -----------      -----------

Costs and Expenses:
 (as a percentage of revenues)

 Cost of products sold .......................             77.1%            75.1%
 Selling,general and administrative ..........             17.2%            16.8%
 Interest expense ............................              3.8%             2.8%
 Depreciation and amortization ...............              6.9%             5.2%
                                                     -----------      -----------
         Total costs and expenses ............            105.0%            99.8%
                                                     -----------      -----------

 Operating income (loss) .....................             (5.0%)             .2%
                                                     -----------      -----------

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

 Income (loss) before income taxes ...........             (5.0%)             .2%
                                                     -----------      -----------

 Provision for income taxes ..................              (.6%)            (.5%)
                                                     -----------      -----------

 Net income (loss) ...........................             (5.6%)            (.3%)
                                                     ===========      ===========
</TABLE>

Comparative Analysis:

Operating  revenues for the nine month period ending  December 31, 1995 amounted
to  $2,907,035  reflecting a 27.7%  decrease  versus the prior nine month period
ending  December  30,  1994 of  $2,651,461.  The  decrease  in  revenues in this
comparative  period reflects a continued  decrease in governmental  and military
procurement  and  the  Company's  efforts  to  redirect  its  sales  efforts  to
commercial electronic sales.

Cost of products sold amounted to $2,240,467  for the nine months ended December
31, 1995, or 77.1% of revenues.  This  reflected a decrease of 23.8% in the cost
of products sold from $2,939,085 or 75.1% of revenues from the comparative  nine
month period ended  December 30,  1994.  This  decrease is primarily  due to the
decrease  in  revenues  as a  result  of  decreased  governmental  and  military
procurement.

Selling, general and administrative expenses were $500,664 or 17.2% of revenues,
compared to $656,478 or 16.8% of revenues for the comparative  nine month period
ending December 30, 1994. This decrease of 23.7% was attributed to certain fixed
costs remaining constant despite a decline in sales during this period.

Interest  expense  was  $111,297  or 3.8% of revenues as compared to $107,922 or
2.8% of revenues for the prior nine month period ending  December 30, 1994.  The
increase in interest expense of 3.1% reflects the higher rates prevailing in the
current fiscal year as compared to the prior year.

Depreciation  and  amortization  of $199,350 or 6.9% was  reported  for the nine
months  ended  December 31, 1995 as compared to $202,050 or 5.2% of revenues for
the prior  nine  month  period  ending  December  30,  1994.  This  expense as a
percentage of revenues increased as a result of decreased revenues as well as an
increase in the  acquisition  of machinery and  equipment  during the nine month
period ended December 31, 1995.

The Company  reported a net loss of  $163,337  for the nine month  period  ended
December 31, 1995, representing a loss of $.07 per common share as compared to a
net loss of $.005 per common share for the nine months ended  December 30, 1994.
This comparative increase for the current nine month period is due to an overall
decrease in revenues during this 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
                                                     ----------------------------
                                                     December 31,     December 30,
                                                        1995             1994
                                                     -----------      -----------
<S>                                                  <C>              <C>     
Revenues, net sales(in thousands) ............       $  1,036         $  1,263
                                                     -----------      -----------

Costs and Expenses:
 (as a percentage of revenues)

Cost of products sold ........................             73.3%            76.0%
Selling, general and administrative ..........             16.0%            16.2%
Interest expense .............................              4.0%             3.2%
Depreciation and amortization ................              6.3%             5.3%
                                                     -----------      -----------
         Total costs and expenses ............             99.6%           100.7%
                                                     -----------      -----------

Income (loss) before income taxes ............               .4%             (.7%)
                                                     -----------      -----------

Provision for income taxes ...................               .6%              .6%
                                                     -----------      -----------

Net income (loss) ............................              (.2%)           (1.3%)
                                                     ===========      ===========
</TABLE>

Comparative Analysis:

Operating  revenues for the three month period ending December 31, 1995 amounted
to $1,036,549  reflecting a 17.9%  decrease  versus the prior three month period
ending  December  30,  1994 of  $1,263,053.  The  decrease  in  revenues in this
comparative  period reflects a continued  decrease in governmental  and military
procurement  and  the  Company's  efforts  to  redirect  its  sales  efforts  to
commercial electronic sales.

Cost of products  sold  amounted to $759,504 for the nine months ended  December
31, 1995 or 73.3% of revenues. This reflected a decrease of 20.8% in the cost of
products sold from  $1,263,053 or 76.0% of revenues from the  comparative  three
month period  ending  December 30, 1994.  This  decrease is primarily due to the
decrease  in  revenues  as a  result  of  decreased  governmental  and  military
procurement.

Selling, general and administrative expenses were $165,343 or 16.0% of revenues,
compared to $204,279 or 16.2% of revenues for the comparative three month period
ending  December 30, 1994.  This decrease of 19% was attributed to  management's
efforts to better control costs and expenses.

Interest  expense was $41,304 or 4.0% of revenues as compared to $40,332 or 3.2%
of revenues for the comparative three month period ending December 30, 1994. The
increase in interest expense of 2.4% reflects the higher rates prevailing in the
current period.

Depreciation  and  amortization  of $66,450 or 6.3% of revenues was reported for
the three months ended December 31, 1995.  This reflects a decrease of 1.7% from
the comparative prior year period ending December 30, 1994 of $67,650 or 5.3% of
revenues.  This  expense as a  percentage  of revenues  decreased as a result of
reduced  revenues as well as a reduction in the  acquisition  of  machinery  and
equipment during the current three months ended December 31, 1995.

The Company  reported a net loss of $2,352 for the three months  ended  December
31,  1995,  representing  a loss of $.001 per common  share as compared to a net
loss of $16,640 or $.01 per common share for the three months ended December 30,
1994.
<PAGE>
Item 4.  Submission of Matter to a Vote of Security-Holders.

         On  December  22,  1995,   the  Company  held  its  Annual  Meeting  of
Shareholders.

         At the Annual  Meeting,  Allen Gottlieb and Robert Pittman were elected
Directors  of the  Company  for a period of two (2) years  until the 1997 Annual
Meeting or until their successors are elected.  On the record date of the Annual
Meeting,  there were 2,303,502 shares of the Company's Common Stock  outstanding
and  Shareholders  holding  2,040,822  shares of Common Stock,  in person and by
proxy were present, thus constituting a quorum.  1,729,478 shares were voted for
Mr. Pittman's  election,  with 311,344 shares  abstaining;  and l,729,478 shares
were voted for Mr. Gottlieb's election, with 311,344 shares abstaining.

         Michael  Offerman,  Ralph  Acello and Murray  Sennet are the  remaining
Directors of the Company,  whose terms continue until the 1996 Annual Meeting or
until such time as their successors are elected and duly qualified.


Item 6.  Exhibits and Reports on Form 8-K

         Exhibit 27. Financial Data Schedule
<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)


February 9, 1996                                    s/Michael Offerman
- ----------------                                    ----------------------------
                                                    Michael Offerman
                                                    President

February 9, 1996                                    s/Robert Knoth
- ----------------                                    ----------------------------
                                                    Robert Knoth
                                                    Chief Financial Officer

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-01-1996
<PERIOD-END>                               DEC-30-1995
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                  763,909
<ALLOWANCES>                                    10,062
<INVENTORY>                                    993,497
<CURRENT-ASSETS>                             1,942,590
<PP&E>                                       6,482,094
<DEPRECIATION>                               4,903,330
<TOTAL-ASSETS>                               3,729,888
<CURRENT-LIABILITIES>                        2,154,344
<BONDS>                                      1,045,425
                                0
                                          0
<COMMON>                                     1,151,751
<OTHER-SE>                                   (621,632)
<TOTAL-LIABILITY-AND-EQUITY>                 3,729,888
<SALES>                                      2,907,035
<TOTAL-REVENUES>                             2,907,341
<CGS>                                        2,240,467
<TOTAL-COSTS>                                  700,014
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             111,297
<INCOME-PRETAX>                              (144,437)
<INCOME-TAX>                                    18,900
<INCOME-CONTINUING>                          (144,437)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (144,437)
<EPS-PRIMARY>                                    (.07)
<EPS-DILUTED>                                        0
        

</TABLE>


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