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 June 29, 2007
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________
Commission File No. 0-5278
IEH CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-5549348
(State or other jurisdiction of (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 [_]
2,303,468 shares of Common Shares, par value $.01 per share, were outstanding as
of June 29, 2007.
IEH CORPORATION
CONTENTS
Page
Number
------
Part I - FINANCIAL INFORMATION
ITEM 1- FINANICAL STATEMENTS
Balance Sheets as of June 29, 2007 (Unaudited) and March 30, 2007 3
Statement of Operations (Unaudited) for the three months ended June 29,
2007 and June 30, 2006. 5
Statement of Cash Flows (Unaudited) for the three months ended June 29,
2007 and June 30, 2006. 6
Notes to Financial Statements (Unaudited) 8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18
ITEM 3 - CONTROLS AND PROCEDURES 24
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings 25
ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds 25
ITEM 3 - Defaults Upon Senior Securities 25
ITEM 4 - Submission of Matters to a Vote of Security Holders 25
ITEM 5 - Other Information 25
ITEM 6 - Exhibits 25
1
SIGNATURES 26
EXHIBITS
Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes Oxley Act 27
Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes Oxley Act 28
Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes Oxley Act 29
Exhibit 32.2 Certification Pursuant to Section 906 of the Sarbanes Oxley Act 30
2
IEH CORPORATION
BALANCE SHEETS
As of June 29, 2007 and March 30, 2007
June 29, March 30,
2007 2007
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 16,395 $ 34,908
Accounts receivable, less allowances for doubtful accounts of
$11,562 at June 29, 2007 and March 30, 2007 1,094,819 981,571
Inventories (Note 3) 1,656,900 1,573,632
Prepaid expenses and other current assets (Note 4) 46,047 11,380
------------ ------------
Total current assets 2,814,161 2,601,491
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, less accumulated
depreciation and amortization of $6,608,618 at June 29, 2007 t
and $6,558,278 a March 30, 2007 (Note 5) 1,195,610 1,192,256
------------ ------------
1,195,610 1,192,256
------------ ------------
OTHER ASSETS:
Other assets 25,098 25,098
------------ ------------
25,098 25,098
------------ ------------
Total assets $ 4,034,869 $ 3,818,845
============ ============
The accompanying notes and should be read in conjunction with the financial statements.
3
IEH CORPORATION
BALANCE SHEETS
As of June 29, 2007 and March 30, 2007
June 29, March 30,
2007 2007
------------ ------------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts receivable financing (Note 6) $ 403,626 $ 477,387
Notes payable, equipment, current portion (Note 8) 2,875 3,136
Loans payable- officers (Note 9) 65,054 91,000
Accrued corporate income taxes 16,456 5,800
Accounts payable 726,729 588,804
Pension plan payable, current portion (Note 10) 8,000 20,000
Other current liabilities (Note 7) 255,628 148,175
------------ ------------
Total current liabilities 1,478,368 1,334,302
------------ ------------
LONG-TERM LIABILITIES:
Notes payable, equipment, less current portion (Note 8) -- 523
------------ ------------
Total long-term liabilities -- 523
------------ ------------
Total liabilities 1,478,368 1,334,825
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 10,000,000 shares authorized;
2,303,468 shares issued and outstanding at June 29, 2007 and
March 30, 2007 23,035 23,035
Capital in excess of par value 2,744,573 2,744,573
Retained earnings (Deficit) (Note 11) (211,107) (283,588)
------------ ------------
Total stockholders' equity 2,556,501 2,484,020
------------ ------------
Total liabilities and stockholders' equity $ 4,034,869 $ 3,818,845
============ ============
The accompanying notes should be read in conjunction with the financial statements.
4
IEH CORPORATION
STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended
----------------------------
June 29, June 30,
2007 2006
------------ ------------
REVENUE, net sales $ 1,768,676 $ 1,596,159
------------ ------------
COSTS AND EXPENSES
Cost of products sold 1,270,521 1,152,818
Selling, general and administrative 299,621 271,098
Interest expense 61,540 16,792
Depreciation and amortization 50,340 49,705
------------ ------------
1,682,022 1,490,413
------------ ------------
OPERATING INCOME 86,654 105,746
OTHER INCOME 27 578
------------ ------------
INCOME BEFORE INCOME TAXES 86,681 106,324
------------ ------------
PROVISION FOR INCOME TAXES (14,200) (10,500)
------------ ------------
NET INCOME $ 72,481 $ 95,824
============ ============
BASIC AND DILUTED EARNINGS PER SHARE $ .03 $ .04
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING (in thousands) 2,303 2,303
============ ============
The accompanying notes should be read in conjunction with the
financial statements.
5
IEH CORPORATION
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash
(Unaudited)
Three Months Ended
----------------------------
June 29, June 30,
2007 2006
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 72,481 $ 95,824
------------ ------------
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation and amortization 50,340 49,705
Changes in assets and liabilities:
(Increase) in accounts receivable (113,248) (97,532)
(Increase) decrease in inventories (83,268) 129,623
(Increase) decrease in prepaid expenses and other current assets (34,667) 5,607
Increase (decrease) in accounts payable 137,925 (126,331)
Increase in other current liabilities 107,453 13,301
Increase in accrued corporate income taxes 10,656 4,293
(Decrease) in due to pension plan payable (12,000) (9,000)
------------ ------------
Total adjustments 63,191 (30,334)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 135,672 65,490
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets (53,694) (35,956)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES $ (53,694) $ (35,956)
============ ============
The accompanying notes should be read in conjunction with the financial statements.
6
IEH CORPORATION
STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash
(Unaudited)
Three Months Ended
----------------------------
June 29, June 30,
2007 2006
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on notes payable $ (784) $ (784)
Proceeds (repayment) from accounts receivable financing (73,761) 9,974
(Repayment) of loans payable - officers (25,946) (38,500)
------------ ------------
NET CASH (USED) BY FINANCING ACTIVITIES (100,491) (29,310)
------------ ------------
INCREASE (DECREASE) IN CASH (18,513) 224
CASH, beginning of period 34,908 8,742
------------ ------------
CASH, end of period $ 16,395 $ 8,966
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the three months for:
Interest $ 16,280 $ 11,303
============ ============
Income Taxes $ 3,544 $ 6,207
============ ============
The accompanying should be read in conjunction with the financial statements.
7
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1- INTERIM RESULTS AND BASIS OF PRESENTATION:
The accompanying unaudited financial statements as of June 29, 2007 and
June 30, 2006 and for the three months then ended have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and
Items 303 and 310 of Regulation S-B. In the opinion of management, the
unaudited financial statements have been prepared on the same basis as
the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly
the financial position as of June 29, 2007 and June 30, 2006 and the
results of operations and cash flows for the three months then ended.
The financial data and other information disclosed in these notes to
the interim financial statements related to these periods are
unaudited. The results for the three months ended June 29, 2007, are
not necessarily indicative of the results to be expected for any
subsequent quarter or the entire fiscal year. The balance sheet at
March 30, 2007 has been derived from the audited financial statements
at that date.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
Securities and Exchange Commission's rules and regulations. The Company
believes, however, that the disclosures in this report are adequate to
make the information presented not misleading in any material respect.
The accompanying financial statements should be read in conjunction
with the audited financial statements of IEH Corporation as of March
30, 2007 and notes thereto included in the Company's report on Form
10-KSB as filed with the Securities and Exchange Commission.
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business:
The Company is engaged in the design, development, manufacture and
distribution of high performance electronic printed circuit connectors
and specialized interconnection devices. Electronic connectors and
interconnection devices are used in providing electrical connections
between electronic component assemblies. The Company develops and
manufactures connectors, which are designed for a variety of high
technology and high performance applications, and are primarily
utilized by those users who require highly efficient and dense (the
space between connection pins with the connector) electrical
connections.
The Company is continuously redesigning and adapting its connectors to
meet and keep pace with developments in the electronics industry and
has, for example, developed connectors for use with flex-circuits now
being used in aerospace programs, computers, air-borne communications
systems, testing systems and other areas. The Company also services its
connectors to meet specified product requirements.
8
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
Revenue Recognition:
Revenues are recognized at the shipping date of the Company's products.
The Company has historically adopted the shipping terms that title
merchandise passes to the customer at the shipping point (FOB Shipping
Point). At this juncture, title has passed, the Company has recognized
the sale, inventory has been relieved, and the customer has been
invoiced. The Company does not offer any discounts, credits or other
sales incentives.
The Company's policy with respect to customer returns and allowances as
well as product warranty is as follows:
The Company will accept a return of defective product within one year
from shipment for repair or replacement at the Company's option. If the
product is repairable, the Company at its own cost, will repair and
return it to the customer. If unrepairable, the Company will either
offer an allowance against payment or will reimburse the customer for
the total cost of product.
Most of the Company's products are custom ordered by customers for a
specific use. The Company provides engineering services as part of the
relationship with its customers in developing the custom product. The
Company is not obligated to provide such engineering service to its
customers. The Company does not charge separately for these services.
Inventories:
Inventories are stated at cost, on a first-in, first-out basis, which
does not exceed market value.
The Company manufactures products pursuant to specific technical and
contractual requirements. The Company historically purchases material
in excess of its requirements to avail itself of favorable pricing as
well as the possibility of receiving additional orders from customers.
This excess may result in material not being used in subsequent
periods, which may result in this material being deemed obsolete.
The Company annually reviews its purchase and usage activity of its
inventory of parts as well as work in process and finished goods to
determine which items of inventory have become obsolete within the
framework of current and anticipated orders. The Company based upon
historical experience has determined that if a part has not been used
and purchased or an item of finished goods has not been sold in three
years, it is deemed to be obsolete. The Company estimates which
materials may be obsolete and which products in work in process or
finished goods may be sold at less than cost. A periodic adjustment,
based upon historical experience is made to inventory in recognition of
this impairment.
Concentration of Credit Risk:
The Company maintains cash balances at one financial institution.
Amounts on deposit are insured by the Federal Deposit Insurance
Corporation up to $100,000 in the aggregate. There were no uninsured
balances at either June 29, 2007 or March 30, 2007.
9
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
Property, Plant and Equipment:
Property, plant and equipment is stated at cost less accumulated
depreciation and amortization. The Company provides for depreciation
and amortization using the Double Declining Balance method over the
estimated useful lives (5-7 years) of the related assets.
Maintenance and repair expenditures are charged to operations, and
renewals and betterments are capitalized. Items of property, plant and
equipment, which are sold, retired or otherwise disposed of, are
removed from the asset and accumulated depreciation or amortization
accounts. Any gain or loss thereon is either credited or charged to
operations.
Income Taxes:
The Company follows the policy of treating investment tax credits as a
reduction in the provision for federal income tax in the year in which
the credit arises or may be utilized. Deferred income taxes arise from
temporary differences resulting from different depreciation methods
used for financial and income tax purposes. The Company has adopted
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes".
Net Income Per Share:
The Company has adopted the provisions of SFAS No. 128, "Earnings Per
Share", which requires the disclosure of "basic" and "diluted" earnings
(loss) per share. Basic earnings per share is computed by dividing net
income by the weighted average number of common shares outstanding
during each period. Diluted earnings per share is similar to basic
earnings per share except that the weighted average number of common
shares outstanding is increased to reflect the dilutive effect of
potential common shares, such as those issuable upon the exercise of
stock or warrants, as if they had been issued. For the three months
ended June 29, 2007 and June 30, 2006, there were no items of potential
dilution that would impact on the computation of diluted earnings or
loss per share.
Fair Value of Financial Instruments:
SFAS 105, "Disclosures About Fair Value of Financial Instruments,"
requires disclosure of fair value information about financial
instruments. Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to
management as of June 29, 2007.
The respective carrying value of certain on-balance-sheet financial
instruments approximates their fair values. These financial instruments
include cash, accounts receivable, accounts payable and borrowings.
Fair values were assumed to approximate carrying values for these
financial instruments since they are short-term in nature and their
carrying amounts approximate fair value or they were receivable or
payable on June 29, 2007.
10
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities, revenues and expenses, and disclosure of contingent assets
and liabilities at the date of the financial statements. Actual amounts
could differ from those estimates.
Impairment of Long-Lived Assets:
SFAS No. 121, "Accounting For The Impairment of Long-Lived Assets To Be
Disposed Of", requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. The Company has adopted SFAS
No. 121. There were no long-lived asset impairments recognized by the
Company for the three months ended June 29, 2007 and June 30, 2006,
respectively.
Reporting Comprehensive Income:
The Company has adopted the provisions of SFAS No. 130, "Reporting
Comprehensive Income". This Statement established standards for
reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in an entity's financial
statements. This Statement requires an entity to classify items of
other comprehensive income by their nature in a financial statement and
display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the
equity section of a statement of balance sheet. There were no material
items of comprehensive income to report for the three months ended June
29, 2007 and June 30, 2006, respectively.
Segment Information:
The Company has adopted the provisions of SFAS No. 131, "Disclosures
About Segment of An Enterprise and Related Information." This Statement
requires public enterprises to report financial and descriptive
information about its reportable operating segments and establishes
standards for related disclosures about product and services,
geographic areas, and major customers. The adoption of SFAS No. 131 did
not affect the Company's presentation of its results of operations or
financial position.
11
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)
Research and Development:
The Company provides personalized engineering services to its customers
by designing connectors for specific customer applications. The
employment of electromechanical engineers is the anticipated
cornerstone of the Company's future growth. The Company maintains a
testing laboratory where its engineers experiment with new connector
designs based on changes in technology and in an attempt to create
innovative, more efficient connector designs.
The Company did not expend any funds on customer sponsored research and
development during the three months ended June 29, 2007 and June 30,
2006. In addition the Company did not receive any revenues related to
customer sponsored research and development activities during the three
months ended June 29, 2007 and June 30, 2006.
Effect of New Accounting Pronouncements:
The Company does not believe that any recently issued but not yet
effective accounting standards, have a material effect on the Company's
financial position, results of operations or cash flows.
Note 3 - INVENTORIES:
Inventories are stated at cost, on a first-in, first-out basis, which
does not exceed market value.
The Company manufactures products pursuant to specific technical and
contractual requirements. The Company historically purchases material
in excess of its requirements to avail itself of favorable pricing as
well as the possibility of receiving additional orders from customers.
This excess may result in material not being used in subsequent
periods, which may result in this material being deemed obsolete.
The Company annually reviews its purchase and usage activity of its
inventory of parts as well as work in process and finished goods to
determine which items of inventory have become obsolete within the
framework of current and anticipated orders. The Company based upon
historical experience has determined that if a part has not been used
and purchased or an item of finished goods has not been sold in three
years, it is deemed to be obsolete. The Company estimates which
materials may be obsolete and which products in work in process or
finished goods may be sold at less than cost. A periodic adjustment,
based upon historical experience is made to inventory in recognition of
this impairment.
12
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 3 - INVENTORIES: (continued)
Inventories are comprised of the following:
June 29, March 30,
2007 2007
---------- ----------
Raw materials $ 920,242 $ 873,958
Work in progress 388,212 368,675
Finished goods 348,446 330,999
---------- ----------
$1,656,900 $1,573,632
========== ==========
Note 4 - PREPAID EXPENSES AND OTHER CURRENT ASSETS:
Prepaid expenses and other current assets are comprised of the
following:
June 29, March 30,
2007 2007
---------- ----------
Prepaid insurance $ 612 $ 1,636
Prepaid corporate taxes 9,726 9,744
Other current assets 35,709 --
---------- ----------
$ 46,047 $ 11,380
========== ==========
Note 5 - PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment are as follows:
June 29, March 30,
2007 2007
---------- ----------
Computers $ 212,321 $ 210,321
Leasehold improvements 585,831 585,831
Machinery and equipment 4,844,518 4,810,708
Tools and dies 1,998,073 1,980,189
Furniture and fixture 155,935 155,935
Website development cost 7,550 7,550
---------- ----------
7,804,228 7,750,534
Less: accumulated depreciation and
amortization 6,608,618 6,558,278
---------- ----------
$1,195,610 $1,192,256
========== ==========
13
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 6 - ACCOUNTS RECEIVABLE FINANCING:
The Company entered into an accounts receivable financing agreement
whereby it can borrow up to eighty percent of its eligible receivables
(as defined in the agreement) at an interest rate of 2 1/2 % above JP
Morgan Chase's publicly announced rate of 8.25% at June 29, 2007.
However, the agreement does stipulate that the minimum interest rate is
12% per annum. The agreement has an initial term of one year and will
automatically renew for successive one-year terms, unless terminated by
the Company or Lender upon receiving sixty days prior notice. The loan
is secured by the Company's accounts receivable and inventories. The
balance due under this agreement as of June 29, 2007 was $403,626. The
balance due as of March 30, 2007 was $477,387.
Note 7 - OTHER CURRENT LIABILITIES:
Other current liabilities are comprised of the following:
June 29, March 30,
2007 2007
---------- ----------
Payroll and vacation accruals $ 183,093 $ 124,044
Sales commissions 20,099 21,381
Accrued interest 40,000 --
Other 12,436 2,750
---------- ----------
$ 255,628 $ 148,175
========== ==========
Note 8 - NOTES PAYABLE EQUIPMENT:
The Company financed the acquisition of new equipment by issuing notes
payable. The notes were payable over a sixty month period. The balance
remaining at June 29, 2007 amounted to $2,875. The interest rate on the
remaining note is 22%.
Aggregate future principal payments are as follows:
Fiscal Year Ending March:
2008 $ 2,875
--------
$ 2,875
========
Note 9 - RELATED PARTIES TRANSACTIONS:
During the year ended March 26, 2004, two of the Company's officers
loaned the Company a total of $52,000 on a non-interest bearing basis.
The Company used these funds as a source of additional working capital.
14
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 9 - RELATED PARTIES TRANSACTIONS: (continued)
During the year ended March 25, 2005, one of these officers loaned the
Company an additional $135,744 on a non-interest bearing basis as well.
These funds were also used by the Company for working capital
requirements. Though the period ended March 31, 2006, the Company had
repaid $108,744 of the total funds loaned to it. During the year ended
March 30, 2007, one of the officers loaned the company an additional
$88,000 on a non-interest bearing basis. During the same period the
Company repaid $76,000 of the loans made to it.
During the three months ended June 29, 2007, the Company repaid $25,946
of the loans made to it. As of June 29, 2007, the balance due to one of
these officers was $65,054.
Note 10 - PENSION PLAN-SALARIED PERSONNEL:
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 Salaried 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 such 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 proceeded
pursuant to ERISA to have such Plan terminated and the PBGC appointed
as statutory trustee, and to have July 31, 1995 established as the
Plan's termination date.
The Company and the PBGC negotiated a settlement on the entire matter
and on July 2, 2001, an agreement was reached whereby the Company's
liability to the PBGC was reduced to $244,000. The Company will make
monthly payments to the PBGC as follows:
September 1, 2003 to August 1, 2004 $2,000 per month
September 1, 2004 to August 1, 2006 $3,000 per month
September 1, 2006 to August 1, 2007 $4,000 per month
Additionally, the Company had made balloon payments of $25,000 each on
January 1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.
The Company also granted the PBGC a lien on the Company's machinery and
equipment.
As a result of this agreement the amount due the PBGC was restated to
$244,000. $12,000 was paid during the three months ended June 29, 2007,
$43,000 was paid during the year ended March 30, 2007, $86,000 was paid
during the year ended March 31, 2006, $56,000 was paid during the year
ended March 25, 2005 and $39,000 was paid during the year ended March
26, 2004. The remaining balance of $8,000 is reported as a current
liability on the accompanying financial statements.
15
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 11- CHANGES IN STOCKHOLDERS' EQUITY:
The accumulated deficit decreased by $72,481, which represents the net
income for the three months ended June 29, 2007.
Note 12- 2001 EMPLOYEE STOCK OPTION PLAN:
On September 21, 2001 the Company's shareholders approved the adoption
of the Company's 2002 Employees Stock Option Plan ("Employee Option
Plan") to provide for the grant of options to purchase up to 750,000
shares of the Company's common stock to all employees, including senior
management. No options have been granted under the Employee Option Plan
to date.
Options granted to employees under this Plan may be designated as
options which qualify for incentive stock option treatment under
Section 422A of the Internal Revenue Code, or option which do not so
qualify.
Under this Plan, the exercise price of an option designated as an
Incentive Stock Option shall not be less than the fair market value of
the Company's common stock on the day the option is granted. In the
event an option designated as an incentive stock option is granted to a
ten percent (10%) shareholder, such exercise price shall be at least
110 Percent (110%) of the fair market value or the Company's common
stock and the option must not be exercisable after the expiration of
five years from the day of the grant.
Exercise prices of non-incentive stock options may be less than the
fair market value of the Company's common stock. The aggregate fair
market value of shares subject to options granted to a participant(s),
which are designated as incentive stock options, and which become
exercisable in any calendar year, shall not exceed $100,000. As of June
29, 2007, no options had been granted under this Plan.
Note 13 - CASH BONUS PLAN:
In 1987, the Company adopted a cash bonus plan ("Cash Bonus Plan") for
Executive Officers. Contributions to the Cash Bonus Plan are made by
the Company only after pre-tax operating profits exceed $150,000 for a
fiscal year, and then to the extent of 10% of the excess of the greater
of $150,000 or 25% of pre-tax operating profits. The Company did not
make a contribution for the three months ended June 29, 2007. For the
year ended March 30, 2007, the contribution was $20,000.
Note 14 - COMMITMENTS:
The Company leases its facility under a renewed tenure lease agreement
which expires on August 23, 2011. The Company is obligated under this
lease at minimum annual rentals as follows:
16
IEH CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 14 - COMMITMENTS: (continued)
Fiscal year ending March:
2008 $ 126,288
2009 168,384
2010 168,384
2011 112,256
------------
$ 575,312
============
The rental expense for the three months ended June 29, 2007 and June
30, 2006 was $36,267 and $34,648, respectively.
The Company has a collective bargaining multi-employer pension plan
("Multi-Employer Plan") with the United Auto Workers of America, Local
259 ("UAW"). Contributions are made by the Company in accordance with a
negotiated labor contract and are based on the number of covered
employees employed per month. With the passage of the Multi-Employer
Pension Plan Amendment Act of 1990 (the "Act"), the Company may become
subject to liabilities in excess of contributions made under the
collective bargaining agreement. Generally, these are contingent upon
termination, withdrawal, or partial withdrawal from the Multi-Employer
Plan. The Company has not taken any action to terminate, withdraw or
partially withdraw from the Multi-Employer Plan, nor does it intend to
do so in the future. Under the Act, liabilities would be based upon the
Company's proportional share of the Multi-Employer Plan's unfunded
vested benefits which is currently not available. The amount of
accumulated benefits and net assets of such Plan also is not currently
available to the Company. The total contributions charged to operations
under the provisions of the Multi-Employer Plan were $17,588 and
$16,154 for the three months ended June 29, 2007 and June 30, 2006,
respectively.
In 1992, the Company had been in arrears with respect to its
contributions to the Multi-Employer Plan in the amount of $186,467. The
Company and the UAW entered into a verbal agreement whereby the Company
would continue making current contributions as well as making periodic
payments to satisfy the outstanding arrears obligation to the
Multi-Employer Plan. The outstanding obligation was satisfied by the
Company on July 12th, 2007. Under the terms of this verbal agreement,
the Company was not obligated to pay interest until the arrears were
satisfied.
The amount of interest due is subject to pending negotiations between
the Company and the UAW.
The Company has accrued the amount of $40,000 in interest expense in
the current fiscal quarter.
17
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Statements contained in this report which are not historical facts may be
considered forward-looking information with respect to plans, projections, or
future performance of the Company as defined under the Private Securities
litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those projected. The words "anticipate", "believe", "estimate", "expect",
"objective", and "think" or similar expressions used herein are intended to
identify forward-looking statements. The forward-looking statements are based on
the Company's current views and assumptions and involve risks and uncertainties
that include, among other things, the effects of the Company's business, actions
of competitors, changes in laws and regulations, including accounting standards,
employee relations, customer demand, prices of purchased raw material and parts,
domestic economic conditions, including housing starts and changes in consumer
disposable income, and foreign economic conditions, including currency rate
fluctuations. Some or all of the facts are beyond the Company's control.
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and related footnotes which provide additional
information concerning the Company's financial activities and condition.
Critical Accounting Policies
The Financial Statements have been prepared in accordance with accounting
principles generally accepted in the United States of America, which require the
Company to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the Financial Statements, and revenues and
expenses during the periods reported. Actual results could differ from those
estimates. The Company believes the following are the critical accounting
policies, which could have the most significant effect on the Company's reported
results and require the most difficult, subjective or complex judgments by
management.
o Impairment of Long-Lived Assets:
The Company reviews its long-lived assets for impairment whenever
events or circumstances indicate that the carrying amount of an asset
may not be recoverable. If the sum of the expected cash flows,
undiscounted and without interest, is less than the carrying amount of
the asset, an impairment loss is recognized as the amount by which the
carrying amount of the asset exceeds its fair value. The Company makes
estimates of its future cash flows related to assets subject to
impairment review.
o Inventory Valuation:
Raw materials and supplies are valued at the lower of first-in,
first-out cost or market. Finished goods and work in process are valued
at the lower of actual cost, determined on a specific identification
basis, or market. The Company estimates which materials may be obsolete
and which products in work in process or finished goods may be sold at
less than cost, and adjusts their inventory value accordingly. Future
periods could include either income or expense items if estimates
change and for differences between the estimated and actual amount
realized from the sale of inventory.
18
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
Critical Accounting Policies (continued)
o Income Taxes:
The Company records a liability for potential tax assessments based on
its estimate of the potential exposure. Due to the subjectivity and
complex nature of the underlying issues, actual payments or assessments
may differ from estimates. Income tax expense in future periods could
be adjusted for the difference between actual payments and the
Company's recorded liability based on its assessments and estimates.
o Revenue Recognition:
Revenues are recognized at the shipping date of the Company's products.
The Company has historically adopted the shipping terms that title
merchandise passes to the customer at the shipping point (FOB Shipping
Point). At this juncture, title has passed, the Company has recognized
the sale, inventory has been relieved, and the customer has been
invoiced. The Company does not offer any discounts, credits or other
sales incentives.
The Company's policy with respect to customer returns and allowances as
well as product warranty is as follows:
The Company will accept a return of defective product within one year
from shipment for repair or replacement at the Company's option. If the
product is repairable, the Company at its own cost will repair and
return it to the customer. If unrepairable, the Company will either
offer an allowance against payment or will reimburse the customer for
the total cost of the product.
Most of the Company's products are custom ordered by customers for a
specific use. The Company provides engineering services as part of the
relationship with its customers in developing the custom product. The
Company is not obligated to provide such engineering service to its
customers. The Company does not charge separately for these services.
o Research & Development:
The Company provides personalized engineering services to its customers
by designing connectors for specific customer applications. The
employment of electromechanical engineers is the anticipated
cornerstone of the Company's future growth. The Company maintains a
testing laboratory where its engineers experiment with new connector
designs based on changes in technology and in an attempt to create
innovative, more efficient connector designs.
19
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
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:
Relationship to Total Revenues
June 29, June 30,
2007 2006
---------- ----------
Operating Revenues (in thousands) $ 1,769 $ 1,596
---------- ----------
Operating Expenses:
(as a percentage of Operating Revenues)
Costs of Products Sold 71.8% 72.2%
Selling, General and Administrative 16.9% 17.0%
Interest Expense 3.5% 1.0%
Depreciation and amortization 2.9% 3.1%
---------- ----------
TOTAL COSTS AND EXPENSES 95.1% 93.3%
---------- ----------
Operating Income (loss) 4.9% 6.7%
Other Income -- --
---------- ----------
Income (loss) before Income Taxes 4.9% 6.7%
Income Taxes (.8%) (.7%)
---------- ----------
Net Income (loss) 4.1% 6.0%
========== ==========
Comparative Analysis-Three Months Ended June 29, 2007 and June 30, 2006
Operating revenues for the three months ended June 29, 2007 amounted to
$1,768,676 reflecting a 10.8% increase versus the three months ended June 30,
2006 revenues of $1,596,159. The increase in revenues is due to an increase in
commercial sales orders during the current quarter.
Cost of products sold amounted to $1,270,521 for the three months ended June 29,
2007, or 71.8% of operating revenues. This reflected a $117,703 or 10.2%
increase in the cost of products sold from $1,152,818 or 72.2% of operating
revenues for the three months ended June 30, 2006. The increase in cost of
product sold is due primarily to the increase in costs related to the increase
in revenues for the quarter ended June 29, 2007.
20
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
Comparative Analysis-Three Months Ended June 29, 2007 and June 30, 2006
(continued)
Selling, general and administrative expenses were $299,621 or 16.9% of operating
revenues for the three months ended June 29, 2007 compared to $271,098 or 17.0%
of operating revenues for the three months ended June 30, 2006. This category of
expense increased by $28,523 or 10.5% from the prior year. The increase can be
attributed to an increase in sales salaries, commissions and travel.
Interest expense was $61,540 for the three months ended June 29, 2007 or 3.5% of
operating revenues. For the fiscal three months ended June 30, 2006, interest
expense was $16,792 or 1.0% of operating revenues. The increase of $44,748 or
266.5% reflects primarily an accrual for interest on union pension arrears
during the quarter ended June 29, 2007.
Depreciation and amortization of $50,340 or 2.9% of operating revenues was
reported for the three months ended June 29, 2007. This reflects an increase of
$635 from the prior three months ended June 30, 2006 of $49,705 or 3.1% of
operating revenues.
The Company reported net income of $72,481 for the three months ended June 29,
2007 representing basic earnings of $.03 per share as compared to net income of
$95,824 or $.04 per share for the three months ended June 30, 2006. The decrease
in net income for the current three month period can be attributed primarily to
the increased interest recorded during the current quarter.
Liquidity and Capital Resources
The Company reported working capital of $1,335,793 as of June 29, 2007 compared
to a working capital of $1,267,189 as of March 30, 2007. The increase in working
capital of $68,604 was attributable to the following items:
Net income $ 72,481
Depreciation and amortization 50,340
Capital expenditures (53,694)
Other transactions (523)
As a result of the above, the current ratio (current assets to current
liabilities) was 1.90 to 1 at June 29, 2007 as compared to 1.95 to 1 at March
30, 2007. Current liabilities at June 29, 2007 were $1,478,368 compared to
$1,334,302 at March 30, 2007.
The Company reported $53,694 in capital expenditures for the three months ended
June 29, 2007 and reported depreciation of $50,340 for the same three-month
period.
The net income of $72,481 for the three months ended June 29, 2007 resulted in
an increase in stockholders' equity to $2,556,501 as compared to stockholders'
equity of $2,484,020 at March 30, 2007.
The Company has an accounts receivable financing agreement with a factor, which
bears interest at 2.5% above prime. However, the agreement does stipulate that
the minimum interest rate is 12% per annum. At June 29, 2007 the amount
outstanding with the factor was $403,626 as compared to $477,387 at March 30,
2007. The loan is secured by the Company's accounts receivables and inventories.
The factor provides discounted funds based upon the Company's accounts
receivables, these funds provide the primary source of working capital for
operations.
21
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
Liquidity and Capital Resources (continued)
In the past two fiscal years, management has been reviewing its collection
practices and policies for outstanding receivables and has revised its
collection procedures to a more aggressive collection policy. As a consequence
of this new policy the Company's experience is that its customers have been
remitting payments on a more consistent and timely basis. The Company reviews
the collectability of all accounts receivable on a monthly basis. The reserve is
less than 2% of average gross accounts receivable and is considered to be
conservatively adequate.
During the year ended March 26, 2004, two of the Company's officers loaned the
Company a total of $52,000 on a non-interest bearing basis. The Company used
these funds as a source of additional working capital.
During the year ended March 25, 2005, one of these officers loaned the Company
an additional $135,744 on a non-interest bearing basis as well. These funds were
also used by the Company for working capital requirements. Through the period
ended March 31, 2006, the Company has repaid $108,744 of the total funds loaned
to it. During the year ended March 30, 2007, one of the officers loaned the
Company an additional $88,000 on a non-interest bearing basis. During the same
period the Company repaid $76,000 of the loans made to it.
During the three months ended June 29, 2007, the Company repaid $25,946 of the
loans made to it. As of June 29, 2007 the balance due to one of these officers
was $65,054.
The Company has the Multi-Employer Plan with the UAW. Contributions are made by
the Company in accordance with a negotiated labor contract and are based on the
number of covered employees employed per month. With the passage of the Act, the
Company may become subject to liabilities in excess of contributions made under
the collective bargaining agreement. Generally, these are contingent upon
termination, withdrawal, or partial withdrawal from the Multi-Employer Plan. The
Company has not taken any action to terminate, withdraw or partially withdraw
from the Multi-Employer Plan, nor does it intend to do so in the future. Under
the Act, liabilities would be based upon the Company's proportional share of the
Multi-Employer Plan's unfunded vested benefits which is currently not available.
The amount of accumulated benefits and net assets of such Plan also is not
currently available to the Company. The total contributions charged to
operations under the provisions of the Multi-Employer Plan were $ 17,588 and
16,154 for the three months ended June 29, 2007 and June 30, 2006, respectively.
In 1992, the Company had been in arrears with respect to its contributions to
the Multi-Employer Plan in the amount of $186,467. The Company and the UAW
entered into a verbal agreement whereby the Company would continue making
current contributions as well as making periodic payments to satisfy the
outstanding arrears obligation to the Plan. The outstanding obligation was
satisfied by the Company on July 12th, 2007. Under the terms of this verbal
agreement, the Company was not obligated to pay interest until the arrears were
satisfied.
The amount of interest due is subject to pending negotiations between the
Company and the UAW.
The Company has accrued the amount of $40,000 in interest expense in the current
fiscal quarter.
On June 30, 1995, the Company applied to the PBGC to have the PBGC assume all of
the Company's responsibilities and liabilities under its Salaried 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 such Plan.
22
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
Liquidity and Capital Resources (continued)
The PBGC further determined that pursuant to the provisions of the ERISA that
the Salaried Pension Plan must be terminated in order to protect the interests
of such Plan's participants. Accordingly, the PBGC proceeded pursuant to ERISA
to have the Salaried Pension Plan terminated and the PBGC appointed as statutory
trustee, and to have July 31, 1995 established as the Salaried Pension Plan's
termination date.
The Company and the PBGC agreed to the terms of a settlement of the matter. The
agreement is effective July 2, 2001. Under the agreement, the Company and the
PBGC agreed on a total sum of $244,000. The Company has agreed to make payments
as follows:
September 1, 2003 to August 1, 2004 $2,000 per month
September 1, 2004 to August 1, 2006 $3,000 per month
September 1, 2006 to August 1, 2007 $4,000 per month
Additionally, the Company had made balloon payments of $25,000 each on January
1, 2004, May 1, 2004, May 1, 2005 and January 1, 2006.
The Company granted the PBGC a lien on the Company's machinery and equipment.
As a result of this agreement the amount due the PBGC was restated to $244,000.
$12,000 was paid during the months ended June 29, 2007, $43,000 was paid during
the year ended March 30, 2007, $86,000 was paid during the year ended March 31,
2006, $56,000 was paid during the year ended March 25, 2005 and $39,000 was paid
during the year ended March 26, 2004. The remaining balance of $8,000 is
reported as a current liability on the accompanying financial statement.
On September 21, 2001 the Company's shareholders approved the adoption of the
Company's 2002 Employees Stock Option Plan to provide for the grant of options
to purchase up to 750,000 shares of the Company's common stock to all employees,
including senior management. No options have been granted under the Employee
Option Plan to date.
Options granted to employees under the Employee Option Plan may be designated as
options which qualify for incentive stock option treatment under Section 422A of
the Internal Revenue Code, or option which do not so qualify.
Under this Plan, the exercise price of an option designated as an Incentive
Stock Option shall not be less than the fair market value of the Company's
common stock on the day the option is granted. In the event an option designated
as an incentive stock option is granted to a ten percent (10%) share holder,
such exercise price shall be at least 110 Percent (110%) of the fair market
value or the Company's common stock and the option must not be exercisable after
the expiration of five years from the day of the grant. Exercise prices of
non-incentive stock options may be less than the fair market value of the
Company's common stock. The aggregate fair market value of shares subject to
options granted to its participants, which are designated as incentive stock
options, and which become exercisable in any calendar year, shall not exceed
$100,000. As of June 29, 2007, no options had been granted under the Plan.
23
IEH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
Liquidity and Capital Resources (continued)
In 1987, the Company adopted the Cash Bonus Plan for executive officers.
Contributions to the Cash Bonus Plan are made by the Company only after pre-tax
operating profits exceed $150,000 for a fiscal year, and then to the extent of
10% of the excess of the greater of $150,000 or 25% of pre-tax operating
profits. There were no contributions to the Cash Bonus Plan for the fiscal three
months ended June 29, 2007. For the year ended March 29, 2007, the contribution
was $20,000.
ITEM 3. CONTROLS AND PROCEDURES
Based on an evaluation of the effectiveness of the Company's "disclosure
controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, (the "Exchange Act."), the
Company's Chief Executive Officer and Chief Financial Officer (who is also our
controller and principal accounting officer) concluded that, as of the end of
the period covered by this Report on Form 10-QSB, the Company's disclosure
controls and procedures are effective to ensure that all information required to
be disclosed by the Company in this Report that it files or submits under the
Exchange Act is, recorded, processed, and reported within the time periods
specified within the Securities and Exchange Commission's rules and forms. There
have been no changes in our internal control over financial reporting during the
quarter ended June 29, 2007 that have been materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.
24
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any legal proceedings which may have a material
effect upon the Company, its financial condition or operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS;
PURCHASES OF EQUITY SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER MATTERS.
None
ITEM 6. EXHIBITS.
(a) Exhibits
Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes Oxley Act
Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes Oxley Act
Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes Oxley Act
Exhibit 32.2 Certification Pursuant to Section 906 of the Sarbanes Oxley Act
(b) Reports on Form 8-K during Quarter
None
25
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has duly caused this Report on Form 10-QSB to be signed on its behalf by the
undersigned, thereunto duly authorized.
IEH CORPORATION
(Registrant)
August 14, 2007 /s/ Michael Offerman
--------------------
Michael Offerman
President (Principal Executive Officer)
August 14, 2007 /s/ Robert Knoth
----------------
Robert Knoth
Chief Financial Officer/Controller/Principal
Accounting Officer
26