IEH CORPORATION
10QSB, 1997-02-10
ELECTRONIC CONNECTORS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10-QSB

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

For the quarterly period ended   December 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 February 7, 1997.
<PAGE>  
                                 IEH CORPORATION

                                    CONTENTS





PART 1 - FINANCIAL INFORMATION:

         ITEM 1 - FINANCIAL STATEMENTS

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

                  Statement of Operations
                  (Unaudited) for the nine months
                  ended December 27, 1996 and
                  December 31, 1995                                             

                  Statement of Cash Flows (Unaudited)
                  for the nine months ended
                  December 27, 1996 and December 31, 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 December 27, 1996 and March 29, 1996





                                                         December 27,      March 29,
                                                            1996             1996
                                                         ----------     ----------
                                                         (Unaudited)       (Note 1)
                ASSETS
<S>                                                      <C>            <C>
CURRENT ASSETS:
 Cash ..............................................     $  212,955     $    3,416
 Accounts receivable, less allowance for
  doubtful accounts of $10,062 at Dec 27, 1996
  and March 29, 1996 ...............................        814,065        861,103
 Inventories (Note 2 ) .............................      1,157,900      1,016,272
 Prepaid expenses and other current assets(Note 3) .         71,478         54,000
 Other receivables .................................         25,619         61,410
                                                         ----------     ----------

    Total current assets ...........................      2,282,017      1,996,201
                                                         ----------     ----------


PROPERTY, PLANT AND EQUIPMENT, less accumulated
  depreciation and amortization of $4,195,599 at
  December 27, 1996 and $3,967,899 at March 29, 1996      1,472,067      1,537,973
                                                         ----------     ----------


OTHER ASSETS:
 Prepaid pension cost (Note 6) .....................         43,949         43,949
 Other assets ......................................         47,842         48,510
                                                         ----------     ----------
                                                             91,791         92,459
                                                         ----------     ----------

    Total assets ...................................     $3,845,875     $3,626,633
                                                         ==========     ==========

                   See accompanying notes to financial statements

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

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



                                                                        December 27,        March 29,
                                                                            1996              1996
                                                                        -----------      -----------
                                                                        (Unaudited)          (Note 1)
<S>                                                                     <C>              <C>
      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
 Accounts receivable financing ....................................     $   653,107      $   643,380
 Notes payable, current portion ...................................           2,535            4,542
 Loan payable, current portion (Note 5) ...........................          45,031           43,528
 Accrued corporate income taxes ...................................          35,692           29,064
 Union pension and health and welfare,current portion(Note 6) .....         120,000          120,000
 Accounts payable .................................................       1,274,054        1,097,924
 Other current liabilities (Note 4) ...............................          87,133          155,775
                                                                        -----------      -----------
    Total current liabilities .....................................       2,217,546        2,094,213
                                                                        -----------      -----------

LONG-TERM LIABILITIES:
 Pension plan payable (Note 6) ....................................         582,455          516,966
 Loan payable, less current portion (Note 5) ......................         255,524          278,680
 Union pension and health and welfare, less current portion(Note 6)         218,491          283,101
                                                                        -----------      -----------
                                                                          1,056,470        1,078,747
                                                                        -----------      -----------
    Total liabilities .............................................       3,274,016        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) .......................................      (2,195,766)      (2,313,952)
    Total stockholders' equity ....................................         571,859          453,673
                                                                        -----------      -----------

    Total liabilities and stockholders' equity ....................     $ 3,845,875      $ 3,626,633
                                                                        ===========      ===========



                            See accompanying notes to financial statements 

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     IEH CORPORATION
                                 STATEMENT OF OPERATIONS
                                       (Unaudited)



                                Nine Months Ended               Three Months Ended
                           -----------------------------    ----------------------------
                           December 27,     December 31,    December 27,    December 31,
                              1996              1995            1996            1995
                           -----------     -----------      -----------     -----------
<S>                        <C>             <C>              <C>             <C>
REVENUES,net sales ...     $ 3,603,908     $ 2,907,035      $ 1,291,804     $ 1,036,549
                           -----------     -----------      -----------     -----------

COSTS AND EXPENSES:
 Cost of products sold       2,559,287       2,240,467          915,661         759,504
 Selling, general and
   administrative ....         563,460         500,664          190,371         165,343
 Interest ............         114,623         111,297           40,285          41,304
 Depreciation and
   amortization ......         230,100         199,350           76,800          66,450
                           -----------     -----------      -----------     -----------

                             3,467,470       3,051,778        1,223,117       1,032,601
                           -----------     -----------      -----------     -----------

OPERATING INCOME(LOSS)         136,438        (144,743)          68,687           3,948
                           -----------     -----------      -----------     -----------

OTHER INCOME .........           1,084             306              457            --
                           -----------     -----------      -----------     -----------

INCOME (LOSS) BEFORE
 INCOME TAXES ........         137,522        (144,437)          69,144           3,948
                           -----------     -----------      -----------     -----------

PROVISION FOR
 INCOME TAXES ........          19,336          18,900            6,300           6,300
                           -----------     -----------      -----------     -----------

NET INCOME (LOSS) ....     $   118,186     $ ( 163,337)     $    62,844     $    (2,352)
                           ===========     ===========      ===========     ===========

NET INCOME (LOSS) PER
 COMMON SHARE ........     $       .05     $      (.07)     $      .027     $     (.001)
                           ===========     ===========      ===========     ===========

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)


                                                                    Nine Months Ended
                                                               --------------------------- 
                                                               December 27,   December 31,
                                                                  1996            1995
                                                                ---------      ---------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income(loss) ........................................     $ 118,186      $(163,337)
                                                                ---------      ---------
  Adjustments to reconcile net income(loss)
   to net cash used in operating activities:
    Depreciation and amortization .........................       230,100        199,350

   Changes in assets and liabilities:
    (Increase) decrease in accounts receivable ............        47,038         29,174
    (Increase) decrease in inventories ....................      (141,628)        26,812
    (Increase) decrease in prepaid expenses
       and other current assets ...........................       (17,478)           754
    (Increase) decrease in other receivables ..............        35,791        (53,962)
    (Increase) decrease in other assets ...................           668            750

    (Decrease) increase in accounts payable ...............       176,130        176,780
    (Decrease) increase in other current liabilities ......       (68,642)       (63,477)
    Increase in accrued corporate income taxes payable ....         6,628         16,714
    Increase in due to union pension and health and welfare       (64,610)       (13,863)
    (Decrease) increase in pension plan payable ...........        65,489           (707)
                                                                ---------      ---------
             Total adjustments ............................       269,486        318,325
                                                                ---------      ---------
NET CASH USED IN OPERATING ACTIVITIES .....................       387,672        154,988
                                                                ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property, plant and equipment ..............      (164,200)      (147,372)
                                                                ---------      ---------
NET CASH PROVIDED BY (USED IN)
    INVESTING ACTIVITIES ..................................      (164,200)      (147,372)
                                                                ---------      ---------






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

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


                                                               Nine Months Ended
                                                           ---------------------------
                                                           December 27,  December 31,
                                                              1996          1995
                                                           ---------      ---------
<S>                                                        <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on notes payable .................     $  (2,007)     $ (16,224)
 Proceeds from accounts receivable financing .........         9,727         46,849
 Principal payments on accounts receivable financing .          --             --
 Principal payments on loan payable ..................       (21,653)       (31,337)
                                                           ---------      ---------
NET CASH PROVIDED BY (USED IN)
   FINANCING ACTIVITIES ..............................       (13,933)          (712)
                                                           ---------      ---------

INCREASE (DECREASE) IN CASH ..........................       209,539          6,904

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

CASH, end of period ..................................     $ 212,955      $   7,204
                                                           =========      =========


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


    Interest .........................................     $ 114,623      $ 111,297
                                                           =========      =========

    Income Taxes .....................................     $  19,336      $  18,900
                                                           =========      =========












                    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 nine  months  ended  December  27, 1996 and
                  December 31, 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>
                                          December 27,              March 29,
                                              1996                    1996
                                           ---------             -----------
                                           (Unaudited)
                  <S>                    <C>                     <C>
                  Raw materials          $   692,227             $   607,593
                  Work in process            129,100                 113,309
                  Finished goods             336,573                 295,370
                                           ---------             -----------

                                          $1,157,900             $ 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 December
                  27, 1996 was $36,000.

                  Inventories  at  Decmber  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>
                                                December 27,     March 29,
                                                   1996            1996
                                                (Unaudited)

                     <S>                         <C>             <C>
                     Prepaid insurance           $ 67,029        $ 54,000
                     Other current assets           4,449               -
                                                 --------        --------
                                                 $ 71,478        $ 54,000
                                                 ========        ========

</TABLE>
Note 4-           OTHER CURRENT LIABILITIES:

                  Other current liabilities are comprised of the following:
<TABLE>
<CAPTION>

                                                     December 27,    March 29,
                                                        1996           1996
                                                     (Unaudited)
                     <S>                              <C>            <C>
                     Payroll and vacation accruals    $  32,318      $  5,590
                     Sales commissions                   10,063         6,074
                     Pension plan payable                     -        65,389
                     Other                               44,752        78,722
                                                      ---------      -------- 
                                                      $  87,133      $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 Decmber 27, 1996 was $300,555.
<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                     $   10,771
                                  1998                         45,710
                                  1999                         48,529
                                  2000                         50,694
                             Thereafter                       144,851
                                                           ----------
                                                           $  300,555
</TABLE>

                  As of December 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
                  $571,859.  The ratio of current assets to current  liabilities
                  at December 27, 1996 was 1.03 to 1.

                  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 $30,234 for
                  the nine months ended December 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 December  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  $144,889  and the amount
                  due the pension plan was $193,602, for a total of $338,491.

                  The  total   amount  due  of   $338,491  is  reported  on  the
                  accompanying   balance  sheet  in  two  components;   $120,000
                  reported as a current  liability  and  $218,491 as a long-term
                  liability.
<PAGE>
                                 IEH CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)



Note 6-           COMMITMENTS (continued):

                  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 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 $118,186 which represents the
                  net income for the nine months ended December 27, 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>
                                                        Nine Months Ended
                                                  -----------------------------
                                                  December 27,     December 31,
                                                     1996             1995
                                                   --------         --------
<S>                                                <C>              <C>
Operating Revenues ..........................      $  3,604         $  2,907
(in thousands)

Operating Expenses:
(As a percentage of
 Operating Revenues)
 Cost of Products Sold ......................          71.0%            77.1%
 Selling, General and Administrative ........          15.6%            17.2%
 Interest expense ...........................           3.2%             3.8%
 Depreciation and amortization ..............           6.4%             6.9%
                                                   --------         --------
         Total Costs and Expenses ...........          96.2%           105.0%
                                                   --------         --------

Operating income (loss) .....................           3.8%            (5.0%)
                                                   ========         ========
Other Income (Expense)
  Other Non-operating Income ................            --               --

Income (Loss) Before Income taxes ...........           3.8%            (5.0%)

Income taxes ................................            .5%              .6%

Net Income (Loss) ...........................           3.3%            (5.6%)

</TABLE>

Comparative Analysis:
         Operating revenues for the nine months ended December 27, 1996 amounted
to  $3,603,908,  reflecting  a  24%  increase  versus  comparative  nine  months
operating  revenues of $2,907,035  for the nine months ended  December 31, 1995.
The increase in revenues is a direct result of management's  efforts to redirect
its  dependence on  governmental  and military  sales to  commercial  electronic
sales.
<PAGE>
Comparative Analysis (continued)


         Cost of products sold amounted to $2,559,287  for the nine months ended
December 27, 1996 or 71% of operating revenues.  This reflected a 14.2% increase
in the cost of products sold from $2,240,467 or 77.1% of operating  revenues for
the nine months  ended  December  31, 1995.  This  increase is primarily  due to
increased  sales  generated  by  the  Company.  Cost  of  sales  decreased  as a
percentage f revenues due t management's efforts to better control costs.

         Selling,  general and administrative expenses were $563,460 or 15.6% of
revenues compared to $500,664 or 17.2% of revenues for the comparable nine month
period  ending  December  31,  1995.  This  reflected  an  increase of 12.5% and
reflects the variable impact of increased sales.

         Interest  expense was $114,623  for the nine months ended  December 27,
1996 or 3.2% of operating revenues. For the comparable period ended December 31,
1995, interest expense was $111,297 or 3.8% of operating revenues.  The increase
of 3.3%  reflects the interest  burden on a loan of $435,000  obtained in Fiscal
1993 from the New York State Urban Development  Corporation as well as increased
interest rates in fiscal 1994 as compared to the prior year.

         Depreciation and amortization of $230,100 or 6.4% of operating revenues
was  reported for the nine months ended  December  27,  1996.  This  reflects an
increase of 15.4% from the comparable  nine month period ended December 31, 1995
of  $199,350  or 6.9% of  operating  revenues.  The  increase  is as a result of
increased purchases of equipment during the nine months ended December 27, 1996.

         The Company  reported  income  before  income taxes of $118,186 for the
nine months ended  December 27,  1996,  representing  income per common share of
$.05 as compared  to a loss of  $163,337  or $.07 per common  share for the nine
months ended  December  31,  1995.  The  resultant  increased  net income can be
attributed to an increase of 24% in operating  revenues over the comparable nine
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>

                                                       Three Months Ended
                                                   -----------------------------
                                                   December 27,     December 31,
                                                       1996             1995
                                                    --------          --------
<S>                                                 <C>               <C>
Revenues, net sales(in thousands) ..........        $  1,291          $  1,036
                                                    --------          --------


Costs and Expenses:
 (as a percentage of revenues)

 Cost of products sold .....................            70.9%             73.3%
 Selling,general and administrative ........            14.8%             16.0%
 Interest expense ..........................             3.1%              4.0%
 Depreciation and amortization .............             5.9%              6.3%
                                                    --------          --------
         Total costs and expenses ..........            94.7%             99.6%
                                                    --------          --------

 Operating income (loss) ...................             5.3%               .4%
                                                    --------          --------

 Other income ..............................             --                --
                                                    --------          --------

 Income (loss) before income taxes .........             5.3%               .4%
                                                    --------          --------

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

 Net income (loss) .........................             4.8%              (.2%)
                                                    ========          ========

</TABLE>
Comparative Analysis:

Operating  revenues for the three month period ending December 27, 1996 amounted
to $1,291,804  reflecting a 24.6%  increase  versus the prior three month period
ending  December  31, 1995  of $1,036,549.  The  increase  in  revenues  in this
comparative period reflects the Company's efforts to redirect its sales focus to
commercial electronic sales.
<PAGE>
Comparative Analysis (continued)


Cost of products sold  amounted to $915,661 for the three months ended  December
27,1996 or 70.9% of revenues. This reflected an increase of 20.6% in the cost of
products  sold from  $759,504 or 73.3% of revenues  from the  comparative  three
month period  ended  December  31,1995.  This  increase is primarily  due to the
increase in revenue and resultant costs associated with production.

Selling, general and administrative expenses were $190,371 or 14.8% of revenues,
compared to $165,343 or 16.0% of revenues for the comparative three month period
ending  December 31, 1995. This increase of 15.1% was attributed to the variable
impact of increased revenues.

Interest  expense was $40,285 or 3.1% of revenues as compared to $41,304 or 4.0%
of revenues  for the prior three  month  period  ending  December  31,1995.  The
decrease in interest  expense of.2%  reflects the lower rates  prevailing in the
current three month period as compared to the prior period.

Depreciation  and  amortization  of $76,800 or 5.9% was  reported  for the three
months ended December 27,1996 as compared to $66,450 or 6.3% of revenues for the
prior three month period ending December  31,1995.  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 December 31, 1995.

The Company  reported  net income of $62,844 for the three  month  period  ended
December 27, 1996, representing net income of $.027 per common share as compared
to a net loss of $.001 per  common  share for the three  months  ended  December
31,1995.  This comparative increase for the current three month period is due to
an overall increase in revenues during this period.

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)


February 7, 1997                                    /s/Michael Offerman
- ----------------                                    ----------------------------
                                                    Michael Offerman
                                                    President

February 7, 1997                                    /s/Robert Knoth
- ----------------                                    ----------------------------
                                                    Robert Knoth
                                                    Chief Financial Officer




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Balance Sheet,
Statement of Operations, Statement of Cash Flows and Notes thereto incorporated
in Part I, Item 1, of this Form 10-QSB and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-28-1997
<PERIOD-END>                               DEC-27-1996
<CASH>                                         212,955
<SECURITIES>                                         0
<RECEIVABLES>                                  814,065
<ALLOWANCES>                                         0
<INVENTORY>                                  1,157,900
<CURRENT-ASSETS>                             2,282,017
<PP&E>                                       5,667,666
<DEPRECIATION>                               4,195,599
<TOTAL-ASSETS>                               3,845,875
<CURRENT-LIABILITIES>                        2,217,546
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     571,859
<TOTAL-LIABILITY-AND-EQUITY>                 3,845,875
<SALES>                                      3,603,908
<TOTAL-REVENUES>                                     0
<CGS>                                        2,559,287
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               793,560
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             114,623
<INCOME-PRETAX>                                137,522
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   118,186
<EPS-PRIMARY>                                      .05
<EPS-DILUTED>                                      .05
        

</TABLE>


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