SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

FORM 10-Q

 

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

 

For the quarterly period ended June 28,September 27, 2019

 

 oTRANSITION 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

(State or other jurisdiction of

incorporation or organization)

 

13-5549348

(I.R.S. Employer

Identification No.)

140 58th Street, Suite 8E

Brooklyn, New York

(Address of principal executive offices)

 

11220

(Zip Code)

 

(718) 492-4440

(Registrant’s telephone number, including area code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockIEHCOTC QX Market Place

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesþ                  Noo

 

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

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

   
 Large accelerated filer  o Accelerated filero
 
Non-accelerated filer  o
(Do not check if a smaller reporting company)
 

Smaller Reporting Company

þ

Emerging Growth Companyo☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES  oNOþ

 

2,323,4682,331,751 shares of Common Shares, par value $.01 per share, were issued and outstanding as of AugustNovember 19, 2019.

 

IEH CORPORATION

 

TABLE OF CONTENTS

 

  Page
  Number
   
PART I -FINANCIAL INFORMATION 
   
ITEM 1-FINANCIAL STATEMENTS 
   
 Balance Sheets as of June 28,September 27, 2019(Unaudited)and March 29, 20194
   
 Statements of Operations(Unaudited) for the three and six months ended June 28,September 27, 2019 and June 29,September 28, 20186
   
 Statement of Changes in Stockholders’ Equity for the three and six months ended June 28,September 27, 2019 and June 29,September 28, 20187
   
 Statements of Cash Flows(Unaudited) for the threesix months ended June 28,September 27, 2019 and June 29,September 28, 201889
   
 Notes to Financial Statements(Unaudited)1011
   
   
ITEM 2 –MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS20

21

   
ITEM 3 –QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK2427
   
ITEM 4 –CONTROLS AND PROCEDURES2528
   
PART II –OTHER INFORMATION2830
   
ITEM 1LEGAL PROCEEDINGS2830
   
ITEM 1A –RISK FACTORS2830
   
ITEM 2 –UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS2931
   
ITEM 3 –DEFAULTS UPON SENIOR SECURITIES2931
   
ITEM 4 – MINE SAFETY DISCLOSURE2931
   
ITEM 5 –OTHER INFORMATION3032
   
ITEM 6 –EXHIBITS3032
   
   
SIGNATURES3133
   


Exhibits  
   
   
Exhibit 31.1Certification Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)3234
   
Exhibit 31.2Certification Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)3335
   
Exhibit 32.1Certification Pursuant to 17CFR240.13a-14(b) or 17CFR240.15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code3436
   
Exhibit 101Instance Document 
   
Exhibit 101Schema Document 
   
Exhibit 101Calculation Linkbase Document 
   
Exhibit 101Labels Linkbase Document 
   
Exhibit 101Presentation Linkbase Document 
   
Exhibit 101Definition Linkbase Document 

 

 

Table of Contents 

 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

IEH CORPORATION

 

BALANCE SHEETS

 

As of June 28,September 27, 2019 and March 29, 2019

 

 

  June 28,    March 29, 
  2019  

2019

 
   (Unaudited)    
       
ASSETS      
         
CURRENT ASSETS:        
Cash $6,444,502  $7,080,126 
Accounts receivable, less allowances for doubtful accounts of $0 at June 28, 2019 and
 at March 29, 2019
  5,200,850   3,833,090 
Inventories, net(Note 3)  12,044,241   12,021,443 
Excess payments to commercial finance company(Note 6)  705,623     - 
Prepaid expenses and other current assets(Note 4)  387,518   534,897 
         
          Total Current Assets  24,782,734   23,469,556 
         
         
PROPERTY, PLANT AND EQUIPMENT, less accumulated
    depreciation and amortization of $9,959,821, at June 28, 2019 and
    $9,723,201 at March 29, 2019(Note 5)
  2,584,226   2,560,607 
   2,584,226   2,560,607 
         
OTHER ASSETS:        
  Right of use Asset-Leasehold  254,249    
  Other assets  54,489   54,489 

 

Total Other Assets

  308,738   54,489 
         
Total Assets $27,675,698  $26,084,652 
         

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

IEH CORPORATION

BALANCE SHEETS(Continued)

As of June 28, 2019 and March 29, 2019

  June 28,  March 29, 
  2019  

2019

 
  (Unaudited)    
       
LIABILITIES AND SHAREHOLDERS’ EQUITY    
       
CURRENT LIABILITIES:        
Accounts payable $501,105  $480,012 
Due to commercial finance company(Note 6)     334,306 
Customer advance payments  524,685   348,230 
Accrued corporate income taxes  2,044,973   1,676,429 
Deferred Lease Liability - Net of Long Term  190,920    
Other current liabilities(Note 7)  1,163,558   977,420 
          Total Current Liabilities  4,425,241   3,816,397 
         
LONG TERM LIABILITIES        
Deferred Lease Liability-Long Term  64,207    
      Total Long Term Liabilities  64,207   
         
          Total Liabilities  4,489,448   3,816,397 
         
SHAREHOLDERS’ EQUITY:        
  Common stock, $.01 par value; 10,000,000 shares authorized;
2,323,468 shares issued and outstanding at June 28, 2019
and at March 29, 2019
  23,235   23,235 
Capital in excess of par value  3,811,134   3,802,672 
Retained earnings  19,351,881   18,442,348 
         
          Total Shareholders’ Equity  23,186,250   22,268,255 
         
          Total Liabilities and Shareholders’ Equity $27,675,698  $26,084,652 
  September 27,  March 29, 
  2019  2019 
  (Unaudited)    
       
ASSETS        
         
CURRENT ASSETS:        
Cash $6,563,424  $7,080,126 
Accounts receivable  5,515,887   3,833,090 
Inventories(Note 3)  13,091,697   12,021,443 
Excess payments to commercial finance company(Note 6)  608,666    
Prepaid expenses and other current assets(Note 4)  551,032   534,897 
         
          Total Current Assets  26,330,706   23,469,556 
         
         
PROPERTY, PLANT AND EQUIPMENT(Note 5)  2,433,956   2,560,607 
   2,433,956   2,560,607 
         
OTHER ASSETS:        
  Right of use Asset-Leasehold(Note 2)  206,541    
  Other assets  54,489   54,489 
 Total Other Assets  261,030   54,489 
         
Total Assets $29,025,692  $26,084,652 
         

 

 

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

IEH CORPORATION

BALANCE SHEETS(Continued)

As of September 27, 2019 and March 29, 2019

  September 27,  March 29, 
  2019  2019 
  (Unaudited)    
       
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
CURRENT LIABILITIES:        
Accounts payable $119,691  $480,012 
Due to commercial finance company(Note 6)     334,306 
Customer advance payments  222,541   348,230 
Accrued corporate income taxes  2,747,407   1,676,428 
Deferred Lease Liability - Net of Long Term(Note 2)  177,664    
Other current liabilities(Note 7)  1,171,749   977,420 
          Total Current Liabilities  4,439,052   3,816,396 
         
LONG TERM LIABILITIES        
Deferred Lease Liability-Long Term(Note 2)  33,047    
      Total Long-Term Liabilities  33,047    
         
          Total Liabilities  4,472,099   3,816,396 
         
SHAREHOLDERS’ EQUITY:        
  Common stock, $.01 par value; 10,000,000 shares authorized;
2,331,751 shares issued and outstanding at September 27, 2019
and 2,323,468 shares issued and outstanding at March 29, 2019
  23,318   23,235 
Capital in excess of par value  3,849,715   3,802,672 
Retained earnings  20,680,560   18,442,349 
         
          Total Shareholders’ Equity  24,553,593   22,268,256 
         
          Total Liabilities and Shareholders’ Equity $29,025,692  $26,084,652 

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

 

IEH CORPORATION

 

STATEMENTS OF OPERATIONS

(Unaudited)

 

For the Three and Six Months Ended June 28,September 27, 2019 and June 29,September 28, 2018

 

        

  Three Months Ended 
  

June 28,

2019

  June 29,
2018
 
       
REVENUE, net $7,567,398  $9,043,306 
         
COSTS AND EXPENSES        
         
Cost of products sold  4,820,944   4,758,488 
Selling, general and administrative  1,113,833   861,693 
Depreciation and amortization  236,620   141,600 
   6,171,397   5,761,781 
         
OPERATING INCOME  1,396,001   3,281,525 
         
OTHER INCOME  8,898   1,206 
         
INTEREST EXPENSE  (13,927)  (10,248)
         
TOTAL OTHER INCOME AND INTEREST EXPENSE  (5,029)  (9,042)
         
INCOME BEFORE PROVISION FOR INCOME TAXES  1,390,972   3,272,483 
         
PROVISION FOR INCOME TAXES  481,439   1,013,198 
         
NET INCOME $909,533  $2,259,285 
         
BASIC EARNINGS PER COMMON SHARE (Note 2) $.39  $.98 
         
FULLY DILUTED EARNINGS PER COMMON SHARE (Note2) $.37  $.95 
         
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING
  2,323   2,315 
         
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING –
   FULLY DILUTED
  2,440   2,382 
  Three Months Ended  Six Months Ended 
  

Sept. 27,

2019

  Sept. 28,
2018
  

Sept. 27,

2019

  Sept. 28,
2018
 
             
REVENUE, net sales $7,551,384  $6,597,876  $15,118,782  $15,641,182 
                 
COSTS AND EXPENSES                
                 
Cost of products sold  4,052,488   4,041,230   8,874,100   8,626,465 
Selling, general and administrative  1,232,611   1,042,532   2,345,776   2,077,479 
Depreciation  223,333   84,000   459,953   225,600 
   5,508,432   5,167,762   11,679,829   10,929,544 
                 
OPERATING INCOME  2,042,952   1,430,114   3,438,953   4,711,638 
                 
   Other income  7,976   1,955   16,874   3,162 
                 
Interest expense  (19,816)  (5,304)  (33,743)  (15,552)
                 
NET OTHER  EXPENSE  (11,840)  (3,349)  (16,869)  (12,390)
                 
                 
INCOME BEFORE INCOME TAXES  2,031,112   1,426,765   3,422,084   4,699,248 
                 
PROVISION FOR INCOME TAXES  702,434   480,461   1,183,873   1,493,659 
                 
NET INCOME $1,328,678  $946,304  $2,238,211  $3,205,589 
                 
BASIC EARNINGS PER SHARE(Note 2) $.57  $.41  $.96  $1.38 
                 
FULLY DILUTED EARNINGS PER SHARE $.54  $.39  $.92  $1.34 
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in thousands)  2,328   2,323   2,326   2,319 
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – FULLY DILUTED
(in thousands)
  2,446   2,411   2,443   2,397 
                 

 

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

IEH CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

 

For the Three and Six Months Ended June 28,September 27, 2019 and June 29, 2019September 28, 2018

 

     Capital in       
     Excess of  Retained    
  Common Stock  Par Value  Earnings  Total 
  Shares  Amount          
                
Balances, March 30, 2018  2,303,468  $23,035  $3,767,608  $13,281,573  $17,072,216 
                     
Stock option expense recognized for the quarter
ended June 29, 2018
        2,798      2,798 
                     
Exercise of 75000 options by surrendering 55000
Shares of common stock
  20,000   200   (200)     0 
                     
Net income: Quarter ended June 29, 2018           2,259,285   2,259,285 
                     
Balances at June 29, 2018  2,323,468  $23,235  $3,770,206  $15,540,858  $19,334,299 
                     

     Capital in       
     Excess of  Retained    
Three Months Ended September 28, 2018 Common Stock  Par Value  Earnings  Total 
  Shares  Amount          
                
Balances at June 29, 2018  2,323,468  $23,235  $3,770,206  $15,540,858  $19,334,299 
                     
Recognition of stock compensation        2,798      2,798 
                     
Net income for the quarter ended September 28, 2018           946,304   946,304 
                     
Balances at September 28, 2018  2,323,468  $23,235  $3,773,004  $16,487,162  $20,283,401 

 

     Capital in       
     Excess of  Retained    
  Common Stock  Par Value  Earnings  Total 
  Shares  Amount          
                
Balances at March 29, 2019  2,323,468  $23,235  $3,802,672  $18,442,348  $22,268,255 
                     
Recognition of stock compensation        8,462      8,462 
                     
Net income for the quarter ended June 28, 2019           909,533   909,533 
                     
Balances at June 28, 2019  2,323,468  $23,235  $3,811,134  $19,351,881  $23,186,250 
                     

        Capital in       
        Excess of  Retained    
Three Months Ended September 27, 2019 Common Stocks  Par Value  Earnings  Total 
  Shares  Amount          
                
Balances at June 28, 2019  2,323,468  $23,235  $3,811,134  $19,351,882  $23,186,251 
                     
Recognition of stock compensation        5,664      5,664 
                     
Exercise of stock option  8,283   83   32,917      33,000 
                     
Net income for the quarter ended September 27, 2019           1,328,678   1,328,678 
                     
Balances at September 27, 2019  2,331,751  $23,318  $3,849,715  $20,680,560  $24,553,593 
                     

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

IEH CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY(Continued)

(Unaudited)

For the Three and Six Months Ended September 27, 2019 and September 28, 2018

     Capital in       
     Excess of  Retained    
Six Months Ended September 28, 2018 Common Stock  Par Value  Earnings  Total 
  Shares  Amount          
                
Balances, March 30, 2018  2,303,468  $23,035  $3,767,608  $13,281,573  $17,072,216 
                     
Stock option expense recognized for the quarter
ended September 28, 2018
        5,596      5,596 
                     
Exercise of 75,000 options by surrendering 55,000
Shares of common stock
  20,000   200   (200)     0 
                     
Net income: six months ended September 28, 2018           3,205,589   3,205,589 
                     
Balances at September 28, 2018  2,323,468  $23,235  $3,773,004  $16,487,162  $20,283,401 

     Capital in       
     Excess of  Retained    
Six Months Ended September 27, 2019 Common Stock  Par Value  Earnings  Total 
  Shares  Amount          
                
Balances at March 29, 2019  2,323,468  $23,235  $3,802,672  $18,442,349  $22,268,256 
                     
Recognition of stock compensation        14,126      14,126 
                     
Exercise of stock options(Note 8)  8,283   83   32,917      33,000 
                     
Net income for the quarter ended September 27, 2019           2,238,211   2,238,211 
                     
Balances at September 27, 2019  2,331,751  $23,318  $3,849,715  $20,680,560  $24,553,593 
                     

 

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

78 

 

IEH CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the ThreeSix Months Ended June 28,September 27, 2019 and June 29,September 28, 2018

 

 

 Three Months Ended  Six Months Ended 
 June 28,  June 29,  September 27,  September 28, 
 2019  2018  2019  2018 
          
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income $909,533  $2,259,285  $2,238,211  $3,205,589 
                
Adjustments to reconcile net income to net cash provided (used) by
operating activities:
        
Adjustments to reconcile net income to net cash provided by
operating activities:
        
                
Depreciation and amortization  236,620   141,600   459,953   225,600 
Stock compensation expense  8,462   2,798   14,126   5,596 
Increase in right of use asset leasehold  (254,249)     (206,541)   
Increase in deferred lease liability  255,127    210,711    
        
Changes in assets and liabilities:                
        
Increase in accounts receivable  (1,367,760)  (1,441,902)  (1,682,797)  22,250 
Increase in inventories  (22,798)  (708,302)  (1,070,254)  (826,202)
Increase in excess payments to commercial finance company  (705,623)  (1,438,213)  (608,666)  (293,970)
Increase decrease in prepaid expenses and other current assets  147,379   (180,915)  (16,135)  192,961 
Increase in accounts payable  21,092   591,404 
Increase in customer advance payments  176,455    
Decrease in accounts payable  (360,321)  (421,111)
Decrease in customer advance payments  (125,689)   
Increase in other current liabilities  186,138   205,732   194,329   66,918 
Increase in accrued corporate taxes  368,544   1,541,929   1,070,979   828,498 
                
Total adjustments  (950,613)  (1,285,869)  (2,120,305)  (199,460)
                
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES  (41,080)  973,416 
NET CASH PROVIDED BY OPERATING ACTIVITIES  117,906   3,006,129 
                
CASH FLOWS FROM INVESTING ACTIVITIES:                
Acquisition of property, plant and equipment  (260,238)  (57,433)  (333,302)  (325,894)
                
NET CASH (USED) BY INVESTING ACTIVITIES $(260,238) $(57,433)
NET CASH USED BY INVESTING ACTIVITIES $(333,302) $(325,894)

 

 

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

89 

IEH CORPORATION

 

STATEMENTS OF CASH FLOWS(continued)

(Unaudited)

 

For the ThreeSix Months Ended June 28,September 27, 2019 and June 29,September 28, 2018

 

 

 Three Months Ended  Six Months Ended 
 June 28,  June 29,  September 27,  September 28, 
 2019  2018  2019  2018 
          
CASH FLOWS FROM FINANCING ACTIVITIES:                
Activity from commercial financing company $(334,306) $  $(334,306) $ 
Exercise of Options for cash  33,000    
                
NET CASH (USED) BY FINANCING ACTIVITIES $(334,306)   
                
INCREASE (DECREASE) IN CASH  (635,624)  915,983 
NET CASH USED BY FINANCING ACTIVITIES $(301,306)   
        
(DECREASE) INCREASE IN CASH  (516,702)  2,680,235 
                
CASH, beginning of period  7,080,126   1,407,413   7,080,126   1,407,013 
                
CASH, end of period $6,444,502   2,322,996  $6,563,424   4,087,248 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the three months for:
        
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the six months for:
        
Interest $10,502   10,248  $31,329   14,052 
                
Income Taxes $112,895     $112,895   504,662 
                
Amortization of Right of Use Asset $47,708    
        

 

 

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

910 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 1- INTERIM RESULTS AND BASIS OF PRESENTATION: 

 

The accompanying unaudited financial statements as of June 28,September 27, 2019 and for the three and six months then ended have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 28,September 27, 2019 and the results of operations and cash flows for the three and six 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 and six months ended June 28,September 27, 2019, are not necessarily indicative of the results to be expected for any subsequent quarter or the entire fiscal year. The balance sheet at March 29, 2019 has been derived from the audited financial statements at that date.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company believes, however, that the disclosures in this report are adequate to make the information presented not misleading in any material respect. The accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto of IEH Corporation for the fiscal year ended March 29, 2019 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 12, 2019 and the attached Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: 

 

Description of Business:

 

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

 

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

 

The customers we service are in the Government, Military, Aerospace, Space, Medical, Automotive,Oil & Gas, Industrial, Test Equipment and Commercial Electronics markets. We appear on the Military Qualified Product Listing “QPL” to MIL-DTL-55302 and supply customer requested modifications to this specification. Sales to the commercial electronic (inclusive of aerospace, space, oil & gas, medical & miscellaneous) and military markets were 49.9% and 50.1%, respectively, of the Company’s net sales for the year ended March 29, 2019. Our offering of “QPL” items has recently been expanded to include additional products.

 

In order to remain competitive, the Company has an internal program to upgrade, add and maintain machinery, review material costs and increase labor force productivity. During the fiscal year ended March 29, 2019, the Company purchased several machines to increase the productivity of certain processes. This will help the Company meet this goal.

 

1011 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

  

Business New Product Development:

 

The Company created many new products that are innovative designs and employ new technologies. The Company continues to be successful because of its ability to assist its customers and create a new design, including engineering drawing packages, in a relatively short period of time. The Company will continue to support its customers to the best of its ability.

 

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

 

Accounting Period:

 

The Company maintains an accounting period based upon a 52-53 week year, which ends on the nearest Friday in business days to March 31. The year ended March 29, 2019 was comprised of 52 weeks. The current fiscal year, ending on March 27, 2020, will be comprised of 52 weeks.

 

Revenue Recognition:

 

In May 2014, the Financial Accounting Standards Board issued ASC 606 “Revenue from Contracts with Customers” that, as amended on August 12, 2015, became effective for annual report periods beginning after December 15, 2017.

 

The core principle underlying ASC 606, is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” ASC 606-10-05-4 sets out the following steps for an entity to follow when applying the core principle to its revenue -generating transactions:

 

 ·Identify the contract with a customer
 ·Identify the performance obligations in the contract
 ·Determine the transaction price
 ·Allocate the transaction price to the performance obligations
 ·Recognize revenue when (or as) each performance obligation is satisfied

 

The Company designs, develops and manufactures printed circuit board connectors and custom interconnects for high performance applications. All of our connectors utilize the HYPERBOLOID contact design, a rugged, high-reliability contact system ideally suited for high-stress environments.

 

The customers we service are in the Military, Aerospace, Space, Medical, Oil and Gas, Industrial, Test Equipment and Commercial Electronics markets.

 

Sales are recognized when revenue is realized or realizable and has been earned. 12 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Revenue transactions represent sales of inventory. The Company has historically adopted shipping terms that title to merchandise passes to the customer at the shipping point (FOB Shipping Point).Recognition:(continued)

 

The Company’s disaggregated revenue, as of June 28,September 27, 2019 and June 29,September 28, 2018, respectively, by geographical location is as follows:

 

 Three Months Ended as of Three Months ended as of Three Months Ended Three Months Ended Six Months Ended Six Months ended 
 June 28, 2019 June 29, 2018 September 27, 2019 September 28, 2018 September 27, 2019 September 28, 2018 
             
Domestic $6,182,564  $8,260,806  $6,169,481  $6,004,067  $12,352,045  $14,233,476 
International  1,384,834   783,000   1,381,903   593,809   2,766,737  $1,407,706 
Total $7,567,398  $9,043,806  $7,551,384  $6,597,876  $15,118,782  $15,641,182 
                

 

The Company does not offer any discounts, credits or other sales incentives. Historically, the Company has not had an issue with uncollectible accounts receivable.

 

The Company will accept a return of defective products 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.

11 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

Note 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued):

Revenue Recognition:(continued)

 

The Company provides engineering services as part of the relationship with its customers in developing custom products. The Company is not obligated to provide such engineering service to its customers. The Company does not invoice its customers separately for these services.

 

Inventories:

 

Inventories are stated at an average cost on a first-in, first-out basis, which does not exceed net realizable 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. The Company recognized $54,000$108,000 for the quarterssix months ended June 28,September 27, 2019 and June 29,September 28, 2018, respectively, as a reduction of inventory due to obsolescence.

 

Concentration of Credit Risk:

 

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

13 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued):

Concentration of Credit Risk:(continued)

 

Under the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Federal Deposit Insurance Corporation (FDIC) will permanently insure all accounts maintained with each financial institution up to $250,000 in the aggregate. From time to time theThe Company does maintain cash balances in excess of insured limits.

12 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

 

Property, Plant and Equipment:

 

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

 

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

 

Earnings Per Share:

 

The Company accounts for earnings per share pursuant to ASC Topic 260, “Earnings per Share”, which requires disclosure on the Financial Statements of “basic” and “diluted” earnings per share. Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding for the year. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options for each year. As the Company reported net income for both the yearsthree months and six months ended June 28,September 27, 2019 and June 29,September 28, 2018, respectively, basic and diluted income per share are calculated separately as follows:

 

  Three months
ended
6/28/2019
  Three months
ended
6/29/2018
 
       
NET INCOME $909,533  $2,259,285 
         
BASIC EARNINGS PER COMMON SHARE $.39  $.98 
         
FULLY DILUTED EARNINGS PER SHARE $.37  $.95 
         
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING-BASIC
  2,323,468   2,314,897 
 DILUTIVE EFFECT OF OPTIONS GRANTED  116,210   67,539 
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING-FULLY DILUTED
  2,439,678   2,382,436 

  Three months
ended
9/27/2019
  Three months
ended
9/28/2018
  Six months
ended
9/27/2019
  Six months
ended
9/28/2018
 
             
NET INCOME $1,328,678  $946,304  $2,238,211  $3,205,589 
                 
BASIC EARNINGS PER COMMON SHARE $.57  $.41  $.96  $1.38 
                 
FULLY DILUTED EARNINGS PER SHARE $.54  $.39  $.92  $1.34 
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC  2,328,423   2,323,468   2,325,959   2,319,206 
                 
 DILUTIVE EFFECT OF OPTIONS GRANTED  118,462   88,134   117,343   77,893 
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-
FULLY DILUTED
  2,446,885   2,411,602   2,443,302   2,397,099 

1314 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued(continued)

 

Fair Value of Financial Instruments:

 

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

  

Use of Estimates:

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and disclosure of contingent assets and liabilities at the date of the financial statements. The Company utilizes estimates with respect to determining the useful lives of fixed assets as well as in the calculation of inventory obsolescence. Actual amounts could differ from those estimates.

 

Impairment of Long-Lived Assets:

 

The Company has adopted the provisions of ASC Topic 360, “Property, Plant and Equipment-Impairment or Disposal of Long Lived Assets,” and requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There were no long-lived asset impairments recognized by the Company for the threesix months ended June 28,September 27, 2019 and June 29,September 28, 2018, respectively, and currently all assets are being utilized.

 

Stock-Based Compensation Plan:

 

Compensation expense for stock options granted to directors, officers and key employees is based on the fair value of the award on the measurement date, which is the date of the grant. The expense is recognized ratably over the service period of the award. The fair value of stock options is estimated using a Black-Scholes valuation model. The fair value of any other non-vested stock awards is generally the market price of the Company’s common stock on the date of the grant.

 

LeasesLeases:

 

ASC 2016-02 Leases (Topic 842) – In February 2016, the FASB issued ASC 2016-02, which requires lessees to recognize all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating leases or finance leases. The classification is based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Accordingly, we have adopted ASC 2016-2 as of April 1,March 30, 2019.

 

On our balance sheet operating leases are reported as operating lease right-of-use (“ROU”) assets and deferred lease liabilities. ROU assets represent our right to use an underlying asset for the lease term and deferred lease liabilities represent itsour obligation to make lease payments over time arising from the lease. Operating lease ROU assets and deferred lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our contracted leases do not provide an implicit rate, we do use an incremental borrowing rate based on the information available at the transition date and commencement date in determining the present value of lease payments. This is the rate that we would have to pay if borrowing on a collateralized basis over a similar term to each lease. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

The Company leases space for its corporate offices and its manufacturing facility located at 140 58th Street, Suite E, Brooklyn New York. The lease commenced on December 1, 2010 and expires on November 30, 2020. As of June 28, 2019, there remains 17 payments on this lease.

1415 

IEH CORPORATION

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued

LeasesLeases:(continued)

The Company leases space for its corporate offices and its manufacturing facility located at 140 58th Street, Suite 8E, Brooklyn New York. The lease commenced on December 1, 2010 and expires on November 30, 2020. As of September 27, 2019, there remains 14 payments on this lease.

Presented below are the balances of ROU asset and the corresponding deferred lease liability and resultant amortization as of April 1,March 30, 2019 and June 28,September 27, 2019. The present value was calculated using an interest rate of six (6%) percent.

 

 

  

ROU

Asset

  

Deferred Lease

Liability

  

 

Amortization

 
April 1, 2019 $301,957  $301,957    
June 28, 2019  234,249   255,127   47,708 
  ROU
Asset
  Deferred
Lease
Liability
  Amortization 
March 30, 2019 $301,957  $301,957    
September 27, 2019  206,541   210,711   95,416 

 

Future lease commitments to be paid by us as of June 28,September 27, 2019 were as follows:

 

  Payments    
Fiscal year Operating Leases Interest Total
2020(a) $142,740  $387  $143,127 
2021  128,480   (1,256)  127,224 
             
Total lease commitments $271,220  $(869) $270,351 

  Payments       
Fiscal year Operating Leases  Interest  Total 
2020(a) $88,832  $4,828  $93,660 
2021  121,879   3,001   124,880 
             
Total lease commitments $210,711  $7,829  $218,540 

 

(a) Represents the remainder of fiscal year 2020 which excludes the threesix months ended June 29,September 27, 2019.

 

Note 3- INVENTORIES: 

 

Inventories are stated at average 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.

Inventories were comprised of the following:

 

 June 28,  March 29,  September 27,  March 29, 
 2019  2019  2019  2019 
          
Raw materials $7,067,310  $7,053,896  $7,681,895  $7,053,896 
Work in progress  2,802,290   2,797,006   3,046,020   2,797,006 
Finished goods  2,174,641   2,170,541   2,363,782   2,170,541 
 $12,044,241  $12,021,443  $13,091,697  $12,021,443 

 

1516 

 IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

Note 4- PREPAID EXPENSES AND OTHER CURRENT ASSETS: 

 

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

 

 June 28,  March 29,  September 27,  March 29, 
 2019  2019  2019  2019 
          
Prepaid insurance $61,497  $106,801  $69,491  $106,801 
Prepaid payroll liabilities  240,638   289,311   430,214   289,311 
Other prepaid expenses  85,383   138,785 
Other prepaid expenses and Other Current Assets  51,327   138,785 
 $387,518  $534,897  $551,032  $534,897 

 

 

Note 5- PROPERTY, PLANT AND EQUIPMENT: 

 

Property, plant and equipment were comprised of the following:

 

 June 28,  March 29,  September 27,  March 29, 
 2019  2019  2019  2019 
          
Computers $502,723  $502,723  $512,420  $502,723 
Leasehold improvements  963,156   934,648   969,253   934,648 
Machinery and equipment  6,805,067   6,657,875   6,825,097   6,657,875 
Tools and dyes  4,084,244   3,999,705   4,121,484   3,999,705 
Furniture and fixture  179,072   179,072   179,071   179,072 
Website development cost  9,785   9,785   9,785   9,785 
  12,544,047   12,283,808   12,617,110   12,283,808 
Less: accumulated depreciation and amortization  (9,959,821)  (9,723,201)  (10,183,154)  (9,723,201)
 $2,584,226  $2,560,607  $2,433,956  $2,560,607 
         

Depreciation expense for the six months ended September 27, 2019 and September 28, 2018 was $459,953 and $225,600, respectively. Depreciation expense for the three months ended June 28,September 27, 2019 and June 29,September 28, 2018 was $236,620$223,333 and $141,600,$84,000, respectively.

 

Note 6- ACCOUNTS RECEIVABLE FINANCING: 

 

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

 

The financing agreement has an initial term of one year and will automatically renew for successive one-year terms, unless terminated by the Company or its lender upon receiving 60 days’ prior notice. Funds advanced by the Finance Company are secured by IEH’s accounts receivable and inventories.

 

As of June 28,September 27, 2019, the Company reported excess payments to its Finance Company of $705,623.$608,666. These excess payments are reported in the accompanying condensed Financial Statements as of June 28,September 27, 2019 as “Excess payments to commercial finance company.” As of March 29, 2019, the Company had reported a liability to its commercial finance company of $334,306.

 

1617 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note 7- OTHER CURRENT LIABILITIES: 

 

Other current liabilities were comprised of the following:

 

 June 28,  March 29,  September 27,  March 29, 
 2019  2019  2019  2019 
          
Payroll and vacation accruals $865,971  $831,187  $1,105,044  $831,187 
Sales commissions  93,527   80,553   64,154   80,553 
Other current liabilities  204,060   65,680   2,551   65,680 
 $1,163,558  $977,420  $1,171,749  $977,420 

 

 

Note 8- 2011 EQUITY INCENTIVE PLAN: 

 

Stock-based compensation expense:

 

The Company reported compensation expense of $2,798$5,664 and $14,126 during the quarterthree and six months ended June 28,September 27, 2019 and $2,798$2,398 and $5,596 during the quarterthree and six months ended June 29, 2018 resulting from stock options granted on August 15, 2016.

The Company also reported compensation expense of $5,664 during the quarter ended JuneSeptember 28, 2019 resulting from stock options granted on October 26, 2018.

 

Unrecognized stock-based compensation expense:

 

The Company expects to recognize $25,454 in stock option compensation expense for the entire fiscal year ended March 2020 and $16,992 for the entire fiscal year ended March 2021. In the fiscal quarter ended June 28, 2019, the Company recognized $8,462 in stock option compensation expense.

  

The following table shows the activity for the fiscal years ended March 29, 2019 and March 30, 2018 and through June 28, 2019 September 27, 2019:

 

      Shares  Weighted Avg.
Exercise
Price
  Remaining
Contractual
Term (Years)
  Aggregate
Intrinsic Value
(in thousands)
 
Outstanding at the Beginning of the Quarter  3/29/2019   185,000  $6.05   7.50  $2,008 
            Granted                   
            Exercised                   
            Forfeited or Expired                   
Outstanding at the End of the Quarter  6/28/2019   185,000  $6.07         
            Fully Vested      181,000  $5.87         
            Exercisable at the End of the Quarter
            June 28, 2019
      181,000             

    Shares Weighted Avg.
Exercise
Price
 Remaining
Contractual
Term (Years)
 Aggregate
Intrinsic Value
(in thousands)
Outstanding at the Beginning of the Quarter  3/29/2019   185,000  $6.05   7.75  $1,832 
            Granted                   
            Exercised                   
            Forfeited or Expired                   
Outstanding at the End of the Quarter  6/28/2019   185,000  $6.05         
            Fully Vested      181,000  $5.87   7.50   2,008 
            Exercisable at the End of the Quarter
            June 28, 2019
      181,000             
                     
Outstanding at the Beginning of the Quarter  6/28/2019   185,000  $6.05         
            Granted                   
            Exercised      (9,283)  6.00         
            Forfeited or Expired                   
Outstanding at the End of the Quarter  9/27/2019   175,717  $6.24   7.25  $2,418 
            Fully Vested      171,717  $5.95         
            Exercisable at the End of the Quarter
            September 27, 2019
      171,717             

18 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 8- 2011 EQUITY INCENTIVE PLAN:(continued)

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their in-the-money options on those dates. This amount will change based on the fair market value of the Company’s common stock.

 

17 

IEH CORPORATIONtheir options, consequently, the issued and outstanding number of shares increased by 8,283 shares (9,283 shares exercised less 1,000 issued and outstanding shares surrendered) to 2,331,751 shares.

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 9- CASH BONUS PLAN: 

 

In 1987, the Company adopted a cash bonus plan (“Cash Bonus Plan”) for non-union, management and administrative staff. Contributions to the Cash Bonus Plan are made by the Company only when the Company is profitable for the fiscal year. The Company accrued a contribution provision of $81,000 for each of the three months ended JuneSeptember 27, 2019 and September 28, 2019. For2018. The Company accrued a contribution provision of $162,000 for the threesix months ended June 29, 2018,September 27, 2019 and the Company’s contribution was $109,500.six months ended September 28, 2018.

 

Note 10- COMMITMENTS AND CONTINGENCIES: 

 

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

 

Based upon such Plan’s information and data as of December 31, 2018 furnished to the Company (including, without limitation, unfunded vested benefits, accumulated benefits and net assets), such Plan is fully funded. Based thereupon, the Company’s proportional share of the liability through December 31, 2018 is fully funded. The total contributions charged to operations under the provisions of the Multi-Employer Plan were $13,430$13,329 and $35,637$24,837 for the Quarterthree months ended June 28,September 29, 2019 and June 29,September 28, 2018, respectively and $26,759 and $37,042 for the six months ended September 27, 2019 and September 28, 2018, respectively. 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.

 

Note 11 -INCOME TAXES

The income tax provision for the fiscal quartersthree months ended June 28,September 27, 2019 and June 29,the three months ended September 28, 2018 reflect the effective tax raterates of 34.6% and 31.0%,33.7% respectively. The Company’s effective tax rate for the quartersix months ended JuneSeptember 27, 2019 and September 28, 2019 increased 3.6% on a comparable basis compared to the quarter ended June 29, 2018.

18 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)34.6% and 31.8% respectively.

 

Note 12- REVENUE FROM MAJOR CUSTOMERS: 

  

During the fiscal yearthree months ended MarchSeptember 29, 2019, two customers accounted for $7,451,032$2,247,968 constituting 26% of the Company’s net sales. One of those customers accounted for 14% of the Company’s net sales while the second customer accounted for 12% of the Company’s net sales. During the fiscal quarter ended June 28, 2019, two customers accounted for 29%30% of the Company’s net sales. One of those customers accounted for 16% of the Company’s net sales while the second customer accounted for 13%14% of the Company’s net sales. During the three months ended September 28, 2018 one customer accounted for $1,065,411 constituting 16% of the Company’s net sales. During the six months ended September 27, 2019, three customers accounted for $5,729,924 or 38% of the Company’s net sales. One of those customers accounted for 16% of the Company’s net sales while the second and third customers accounted for 12% and 10% of the Company’s net sales respectively.

19 

IEH CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 12- REVENUE FROM MAJOR CUSTOMERS: (continued)

During the six months ended September 28, 2018, three customers accounted for $6,096,486 or 39% of the Company’s net sales. One of the customers accounted for 15% of the Company’s net sales while the other two accounted for 12% each of the Company’s net sales, respectively.

 

Note 13-SUBSEQUENT EVENTS:

 

The Company has evaluated all subsequent events through AugustNovember 19, 2019, the date the financial statements were available to be issued. Based on this evaluation, except as set forth below, the Company has determined that no subsequent events have occurred which require disclosure through the date that these financial statements were available to be issued.

 

On July 29, 2019, the Company entered into an employment agreement with David Offerman, its Chief Executive Officer and President. The employment agreement with Mr. Offerman is effective as of July 29, 2019 and will expire on December 31, 2024. The following is a summary of the terms of the employment agreement with Mr. Offerman, which summary is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K, dated July 29, 2019.

Mr. Offerman serves as the Chief Executive Officer and President of the Company and as a member of its board of directors. Under the employment agreement, Mr. Offerman will receive a base salary of $395,000 per annum and be eligible to receive an annual bonus of up to 100% of base salary for each fiscal year of employment based on performance targets and other key objectives established by the Compensation Committee of the board of directors (the “Committee”).

He will also be eligible to receive additional option grants to the Company’s 2011 Equity Incentive Plan as follows: 225,000 additional options to purchase 225,000 shares of the Company’s common stock at an exercise price of $20.00 per common share for the fiscal year ended March 29, 2019, provided that one-third (75,000 shares) shall vest immediately, 75,000 shares will vest on July 29, 2020, and 75,000 shares will vest on July 29, 2021.

During the term of the agreement, he shall also be eligible to receive equity or performance awards pursuant to any long-term incentive compensation plan adopted by the Committee or the board of directors.

1920 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

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

 

Forward-Looking Statements

 

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

 

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

 

Critical Accounting Policies

 

As discussed in our Form 10-k for the fiscal year ended March 29, 2019, the discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported in those financial statements. These judgments can be subjective and complex, and consequently, actual results could differ from those estimates. Our most critical accounting policies and estimates relate to revenue recognition; leases; share-based compensation and income taxes (including uncertain tax positions). As discussed in Note 1 the Company adopted Topic 842, “Leases” effective April 1,March 30, 2019. There have been no other significant changes to the Company’s accounting policies subsequent to March 29, 2019.

 

Leases

 

ASC 2016-02 Leases (Topic 842) – In February 2016, the FASB issued ASC 2016-02, which requires lessees to recognize all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating lease or finance leases. The classification is based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Accordingly, we have adopted ASC 2016-2 as of April 1,March 30, 2019.

 

On our balance sheet operating leases are reported in operating lease right-of-use (“ROU”) assets and deferred lease liabilities.

ROU assets represent our right to use an underlying asset for the lease term and deferred lease liabilities represent its obligation to make lease payments over time arising from the lease. Operating lease ROU assets and deferred lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As our contracted leases do not provide an implicit rate, we do use an incremental borrowing rate based on the information available at the transition date and commencement date in determining the present value of lease payments.

2021 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION

 

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

 

Leases(continued)

 

The Company leases space for its corporate offices and its manufacturing facility located at 140 58th Street, Suite E,8E, Brooklyn, New York. The lease term commenced on December 1, 2010 and expires on November 30, 2020.

 

Presented below are the balances of ROU asset and the corresponding deferred lease liability and resultant amortization as of April 1, 2019 and June 28, 2019. The present value was calculated using an interest rate of six (6%) percent.

  

ROU

Asset

  

Deferred Lease

Liability

  

 

Amortization

 
April 1, 2019  301,957   301,957  $ 
June 28, 2019  514,249   255,127   47,708 

Future lease commitments to be paid by us as of June 28, 2019 were as follows:

  Payments    
Fiscal year Operating Leases Interest Total
2020(a) $142,740  $387  $143,127 
2021  128,480   (1,256)  127,224 
             
Total lease commitments $271,220  $(869) $270,351 

(a) Represents the remainder of fiscal year 2020 which excludes the three months ended June 29, 2019.

Provision for Income Taxes

 

The income tax provision for the quartersthree months ended June 28,September 27, 2019 and June 29,the three months ended September 28, 2018 reflect effective tax rates of 34.6% and 31.0%,33.7% respectively. The Company’s effective tax rate increased .9% on a comparable basis. The Company’s effective tax rate for the quartersix months ended JuneSeptember 27, 2019 and September 28, 2019 increased 3.6% on2018 reflect effective tax rates of 34.6% and 31.8% respectively, reflecting a comparable basis compared to the quarter ended June 29, 2018.comparative increase of 2.8%.

 

Results of Operation

 

Comparative Analysis-ThreeAnalysis-Six Months Ended June 28,September 27, 2019 and June 29,September 28, 2018(continued)

  

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

 

Relationship to Total Revenues  June 28,   June 29, 
  2019  2018 
Operating Revenues (in thousands) $7,567  $9,043 
         
Operating Expenses:        
  (as a percentage of Operating Revenues)        
         
            Costs of Products Sold  63.71%   52.62% 
            Selling, General and Administrative  14.71%   9.55% 
            Interest Expense  0.18%   0.11% 
            Depreciation and amortization  3.13%   1.57% 
         
                   TOTAL COSTS AND EXPENSES  81.55%   63.72% 
         
Operating Income  18.45%   36.26% 
         
Other Income  0.12%   0.01% 
         
Income before Interest Expense and Income Taxes  18.57%   36.27% 
         
Interest Expense  0.18%   0.11% 
         
Income before Income Taxes  18.39%   36.16% 
         
Income Taxes  (6.36%)  (11.20%)
         
Net Income  12.03%   24.96% 

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IEH CORPORATION

PART I: FINANCIAL INFORMATION 

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

Comparative Analysis-Three Months Ended June 28, 2019 and June 29, 2018(continued)

Results of Operations(continued)

Operating revenues for the three months ended June 28, 2019 amounted to $7,567,398 reflecting a 16.32% decrease versus $9,043,306 for the three months ended June 29, 2018. The decrease in revenues of $1,475,908 can be attributed to the completion of a large customer contract which was fulfilled by the end of the first fiscal quarter last year. Our reasonable expectation at this time is that this customer’s business will not be repetitive and accordingly there can be no assurance that the operating revenues in any future fiscal quarters will equal or exceed the results of the first fiscal quarter ended June 29, 2018.

Cost of products sold were $4,820,944 for the three months ended June 28, 2019 or 63.71% of operating revenues. This reflected an increase of $62,456 or 1.31% in the cost of products sold from $4,758,488 or 52.62% of operating revenues for the three months ended June 29, 2018. The increase in cost of products sold can be attributed to increased production costs necessary to support production.

Selling, general and administrative expenses were $1,113,165 or 14.71% of operating revenues for the three months ended

June 28, 2019 compared to $861,693 or 9.53% of operating revenues. This comparative increase of $251,472 can be attributed mostly to an increase in travel and commissions.

Interest expense was $13,927 for the three months ended June 28, 2019 or 0.18% of operating revenues. For the three months ended June 29, 2018, interest expense was $10,248 or 0.11% of operating revenues. The increase can be attributed to an increase in borrowing from our commercial financial company during the current three-month period.

Depreciation and amortization of $236,620 or 3.13% of operating revenues was reported for the three months ended June 28, 2019 as compared to $141,600 or 1.56% of operating revenues for the three months ended June 29, 2018.

The Company reported net income of $909,533 for the three months ended June 28, 2019 as compared to net income of $2,259,285 as restated for the three months ended June 29, 2018. The decrease in net income for the current three-month period can be attributed primarily to the decrease in operating revenues for the current three-month period.

Relationship to Total Revenues  September 27,   September 28, 
  2019  2018 
Operating Revenues (in thousands) $15,119  $15,641 
         
Operating Expenses:        
  (as a percentage of Operating Revenues)        
         
            Costs of Products Sold  58.70%   55.15% 
            Selling, General and Administrative  15.52%   13.28% 
            Interest Expense  .22%   0.10% 
            Depreciation and amortization  3.04%   1.44% 
         
                   TOTAL COSTS AND EXPENSES  77.48%   69.97% 
       
Operating Income  22.52%   30.03% 
         
Other Income  .11%   0.02% 
         
Income before Income Taxes  22.63%   30.05% 
         
Income Taxes  (7.83%)  (9.55%)
         
Net Income  14.80%   20.50% 
         

22 

IEH CORPORATION

 

PART I: FINANCIAL INFORMATION 

 

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

 

Results of Operations(continued)

Comparative Analysis-ThreeAnalysis-Six Months Ended June 28,September 27, 2019 and June 29,September 28, 2018(continued)

 

Operating revenues for the six months ended September 27, 2019 amounted to $15,118,782 reflecting a 3.33% decrease versus $15,641,182 for the six months ended September 28, 2018. The decrease in revenues of $522,400 can be attributed to the completion of a large customer contract which was fulfilled by the end of the first fiscal quarter last year.

Cost of products sold were $8,874,100 for the six months ended September 27, 2019 or 58.70% of operating revenues. This reflected an increase of $247,635 or 2.87% in the cost of products sold from $8,626,465 or 55.15% of operating revenues for the six months ended September 28, 2018. The increase in cost of products sold can be attributed to increased production costs necessary to support production, primarily due to an increase payroll and related fringe costs.

Selling, general and administrative expenses were $2,345,776 or 15.52% of operating revenues for the six months ended

September 27, 2019 compared to $2,077,479 or 13.28% of operating revenues for the six months ended September 28, 2018. This comparative increase of $268,297 can be attributed primarily to an increase in general and administrative salaries of approximately $90,600, an increase in cyber security expense of approximately $25,700 and an increase in travel expenses of approximately $47,000.

Interest expense was $33,743 for the six months ended September 27, 2019 or 0.22% of operating revenues. For the six months ended September 28, 2018, interest expense was $15,552 or 0.10% of operating revenues. The increase can be attributed to an increase in interest rates during the current six-month period.

Depreciation and amortization of $459,953 or 3.04% of operating revenues was reported for the six months ended September 27, 2019 as compared to $225,600 or 1.44% of operating revenues for the six months ended September 28, 2018. The increase is due to newly acquired fixed assets being put into service during the current six-month period.

The Company reported net income of $2,238,211 for the six months ended September 27, 2019 as compared to net income of $3,205,589 as restated for the six months ended September 28, 2018. The decrease in net income for the current six-month period can be attributed primarily to the decrease in operating revenues for the current six-month period, related to the previously mentioned completed contract in the first quarter of the last fiscal year.

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IEH CORPORATION

PART I: FINANCIAL INFORMATION 

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

Results of Operations(continued)

Comparative Analysis-Six Months Ended September 27, 2019 and September 28, 2018(continued)

Comparative Analysis-Three Months Ended September 27, 2019 and September 28, 2018

Results of Operations

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

    
Relationship to Total Revenues September 27,  September 28, 
  2019  2018 
       
Operating Revenues (in thousands) $7,551  $6,598 
         
Operating Expenses:        
  (as a percentage of Operating Revenues)        
         
            Costs of Products Sold  53.67%   61.25% 
            Selling, General and Administrative  16.32%   15.80% 
            Interest Expense  .26%   0.08% 
            Depreciation and amortization  2.96%   1.27% 
         
                   TOTAL COSTS AND EXPENSES  73.21%   78.40% 
         
Operating Income  26.79%   21.60% 
         
Other Income  .11%   0.03% 
         
Income before Income Taxes  26.90%   21.63% 
         
Income Taxes  (9.3%)  (7.28%)
         
Net Income  17.60%   14.35% 

Operating revenues for the three months ended September 27, 2019 amounted to $7,551,384 reflecting an 14.45% increase versus $6,597,876 for the three months ended September 28, 2018. The increase in revenues of $953,508 can be attributed to increased marketing efforts and sales management support along with successful penetration into new markets and continued cultivation of our existing customer base.

Cost of products sold were $4,052,488 for the three months ended September 27, 2019 or 53.67% of operating revenues. This reflected an increase of $11,258 or 0.28% in the cost of products sold from $4,041,230 or 61.25% of operating revenues for the three months ended September 28, 2018. This increase can be attributed to an increase in payroll and related fringe costs along with decreases in insurance and travel.

24 

IEH CORPORATION

PART I: FINANCIAL INFORMATION 

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

Results of Operations(continued)

Comparative Analysis-Three Months Ended September 27, 2019 and September 28, 2018(continued)

Selling, general and administrative expenses were $1,232,611 or 16.32% of operating revenues for the three months ended September 27, 2019 compared to $1,042,532 or 15.80% of operating revenues for the three months ended September 28, 2018. This comparative increase of $190,079 can be attributed primarily to an increase in general and administrative salaries of approximately $63,500, an increase in cyber security expense of approximately $19,000 and director fees of $25,000.

Interest expense was $19,816 for the three months ended September 27, 2019 or 0.26% of operating revenues. For the three months ended September 28, 2018, interest expense was $5,304 or 0.08% of operating revenues. The increase can be attributed to an increase in interest rates during the current three-month period.

Depreciation and amortization of $223,333 or 2.96% of operating revenues was reported for the three months ended

September 27, 2019 as compared to $84,000 or 1.27% of operating revenues for the three months ended September 28, 2018. The increase is due to additional fixed assets put into service during the current quarter.

The Company reported net income of $1,328,678 for the three months ended September 27, 2019 as compared to net income of $946,304 for the three months ended September 28, 2018. The increase in net income for the current three-month period can be attributed primarily to the increase in operating revenues for the current period.

25 

IEH CORPORATION

PART I: FINANCIAL INFORMATION 

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

 

Liquidity and Capital Resources

 

The Company reported working capital of $20,357,493$21,891,654 as of June 28,September 27, 2019, compared to a working capital of $19,653,159$19,653,160 as of March 29, 2019 as restated. The increase in working capital of $704,334$2,238,494 was attributable to the following items:

 

Net income $909,533  $2,238,211 
Depreciation and amortization  236,620   459,953 
Capital expenditures  (260,238)  (333,302)
Recognition of stock compensation expense  8,462   14,126 
Deferred liability  (190,920)
Deferred lease liability  (210,711)
Other  877   70,217 
 $704,334  $2,238,494 

 

As a result of the above, the current ratio (current assets to current liabilities) was 5.605.93 to 1 at June 28,September 27, 2019 as compared to 6.15 to 1 at March 29, 2019 as restated.2019. Current liabilities at June 28,September 27, 2019 were $4,425,241$4,439,052 compared to $3,816,397$3,816,396 at March 29, 2019.

 

For the threesix months ended June 28,September 27, 2019, the Company reported $260,238$333,301 in capital expenditures and depreciation and amortization of $236,620.

The net income of $909,533 for the three months ended June 28, 2019 resulted in an increase in total shareholders’ equity to $23,186,250.$459,953.

 

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

 

The financing agreement has an initial term of one year and will automatically renew for successive one-year terms, unless terminated by the Company or its lender upon receiving 60 days’ prior notice. Funds advanced by the Financing Company are secured by the Company’s accounts receivable and inventories.

 

As of June 28,September 27, 2019, the Company had reported excess payments to its Finance Company of $705,623.$608,666. These excess payments are reported in the accompanying financial statements as of June 28,September 27, 2019 as “Excess payments to commercial finance company.” As of March 29, 2019, the Company had reported a liability to its Financing Company of $334,306.

 

In the past two fiscal years, managementManagement has been consistently reviewing its collection practices and policies for outstanding receivables and has revised its collection procedures to a more aggressive collection policy. The Company has not had an issue with uncollectable accounts receivables. 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 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. Generally, these liabilities are contingent upon the termination, withdrawal, or partial withdrawal from the Multi-Employer Plan. The Company has not taken any action to terminate, withdraw or partially withdraw from the Multi-Employer Plan, nor does it intend to do so in the future. Under the 1990 Act, liabilities would be based upon the Company’s proportional share of the Multi-Employer Plan’s unfunded vested benefits. Based upon such Plan’s information and data as of December 31, 2018 furnished to the Company (including, without limitation, unfunded vested benefits, accumulated benefits and net assets), such Plan is fully funded. Based thereupon, the Company’s proportional share of the liability through December 31, 2018 is fully funded. The total contributions charged to operations under the provisions of the Multi-Employer Plan were $13,430$13,329 and $35,637$24,837 for the quarterthree months ended June 28,September 27, 2019 and June 29,September 28, 2018, respectively, and $26,759 and $37,048 for the six months ended September 27, 2019 and September 28, 2018, respectively.

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PART I: FINANCIAL INFORMATION

 

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

Liquidity and Capital Resources (continued)

 

Cash Bonus Plan

 

In 1987, the Company adopted the Cash Bonus Plan for non-union, management and administrative staff. Contributions to the Cash Bonus Plan are made by the Company only when the Company is profitable for the fiscal year. The Company accrued a contribution provision of $81,000 for each of the three months ended JuneSeptember 27, 2019 and September 28, 2019. For2018, respectively. The Company accrued a contribution provision of $162,000 for each of the threesix months ended June 29,September 27, 2019 and September 28, 2018, the Company’s contribution was $100,500.respectively.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk

 

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

 

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

 

Interest Rate Risk

 

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

 

As of June 28,September 27, 2019, ourwe reported unrestricted cash per the Company’s books was $6,444,502of $6,563,424 of which $4,766,180$4,774,156 was in an interest-bearing money market account with and the balance of $1,678,322$1,789,268 was maintained in non-interest-bearing checking accounts used to pay operating expenses. As of March 29, 2019, our unrestricted cash was $7,080,126 of which $4,757,283 was maintained in an interest-bearing money market account and the balance of $2,322,843 was maintained in non-interest-bearing checking accounts to pay operating expenses.

 

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PART I: FINANCIAL INFORMATION

 

Item 4.Controls and Procedures

 

Evaluations of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15e and 15d-15e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures throughout the period covered by this report were effective. As described below, they determinedeffective at the reasonable assurance level to ensure that deficiencies that were previously identified with respect to prior periods were corrected. These deficiencies included how the information required to be disclosed by us in reports filedthat we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding disclosure. The deficiencies in our internal controls over financial reporting and disclosure controls related to the expertise of recording complex accounting issues with respect to stock-based compensation expense.

 

A controls system cannot provide absolute assurance, however, that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management previously determined following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2018 that as of March 30, 2018, there were material weaknesses in both the design and effectiveness of our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, these weaknesses related to the analysis and reporting of stock-based compensation expense. Additionally, the Company did not report fully diluted earnings per share for the year ended March 30, 2018.

Following the filing of the Company’s Annual Report on Form 10-K, the Company filed Amendment No. 1 to Form 10-K to report properly stock-based compensation and fully diluted earnings per share for the year ended March 29, 2019.

Management immediately thereafter undertook steps to correct these past deficiencies in its system of internal controls over financial reporting and implemented procedures to closely monitor its system of internal controls in the future. Specifically, management implemented protocols to report properly in all future quarterly and annual reports stock-based compensation and fully diluted earnings per share. The Company started properly reporting stock-based compensation in the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2018 and in the Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2018 properly reported stock-based compensation and fully diluted earnings per share. Thereafter, the Company properly reported stock-based compensation in the Quarterly Reports on Form 10-Q for the fiscal quarters ended September 28, 2018 and December 28, 2018.

In addition, management recommended to the Board of Directors to form an audit committee of the Board which will be responsible to review: (i) all financial reports of the Company including, without limitation, the audited and unaudited financial statements of the Company, as applicable; and (ii) periodically review our disclosure controls and internal controls over financial reporting. The audit committee will also be authorized to investigate and make recommendations to the Board to implement any necessary system of internal controls over financial reporting to prevent any future deficiency in the internal controls over financial reporting. The audit committee will be comprised of at least three (3) independent directors of the Company. In making this recommendation management believed that these changes were reasonably likely to affect materially and positively the Company’s internal controls over financial reporting. At its meeting on November 27, 2018, the Board of the Directors approved formation of the audit committee and appointed the following independent directors to the audit committee: Eric Hugel, Michael E. Rosenfeld and Allen Gottlieb. Mr. Hugel is designated as our Audit Committee Financial Expert.

25 

IEH CORPORATION

PART I: FINANCIAL INFORMATION

Item 4.Controls and Procedures(continued)

 

Management’s Report on Internal Control over Financial Reporting

 

Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal controls over financial reporting is a process designed by, or under the supervision of our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal controls over financial reporting includes those policies and procedures that:

 

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; and

 

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and

 

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 28,September 27, 2019. In making this evaluation, management used the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As stated above, based on our evaluation under the framework in Internal Control—Integrated Framework, our management has concluded that our internal controls over financial reporting, as amended, are effective as of March 29, 2019 and June 28,September 27, 2019.

 

This Quarterly Report on Form 10-Q does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

As stated above, management previously undertook steps to correct the deficiencies in our system of internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) which have now been in effect for the Company’s first three quarters of the Company’s current fiscal year. As described above, the Board of Directors approved the formation of an audit committee and appointed three (3) independent directors to the audit committee.

Inherent Limitations on Effectiveness of Controls

We doOur management, including our Chief Executive Officer and Chief Financial Officer does not expect that our disclosure controls and procedures or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

26 

IEH CORPORATION

PART I: FINANCIAL INFORMATION

Item 4.Controls and Procedures(continued)

Inherent Limitations on Effectiveness of Controls (continued)

Because of theits inherent limitations, in all control systems, nointernal controls over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of controls can provide absolute assuranceeffectiveness to future periods are subject to the risk that all control issues and instances of fraud, if any, within its company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration inthat the degree of compliance with the policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraudprocedures may occur and not be detected.

Other Information Related to Internal Controls

Additionally, in response to the passage of the Sarbanes-Oxley Act of 2002, our Board of Directors and management have adopted a Code of Ethics and have instituted a periodic review by members of our management team to assist and guide the disclosure process. The Board has also determined to periodically review and develop policies and procedures to enhance our disclosure controls and procedures as well as with reviewing our periodic reports and other public disclosures.deteriorate.

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IEH CORPORATION

PART I: FINANCIAL INFORMATION

Item 4. Controls and Procedures(continued)

Inherent Limitations on Effectiveness of Controls (continued)

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, however, believes our disclosure controls and procedures are in fact effective to provide reasonable assurance that the objectives of the control system are met.

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal controls that occurred during the fiscal quarter ended September 27, 2019 that materially affected, or are reasonably likely to materially effect our internal controls over financial reporting.

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IEH CORPORATION

PART II: OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

Item 1a. Risk Factors

 

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

 

Risks Related to Our Business

 

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

 

We have generated net income of $5,160,776, $2,565,559, and $1,473,976, respectively, for the fiscal years ended March 29, 2019, March 30, 2018 and March 31, 2017 and $909,533$2,328,211 for the threesix months ended June 28,September 27, 2019. The results of this three month period ending June 28, 2019 reflect the completion of a large customer contract which was fulfilled by the end of the first fiscal quarter. Our reasonable expectation at this time is that this customer’s business will not be repetitive and accordingly there can be no assurance that the operating revenues in future fiscal quarters will equal or exceed the results of the first fiscal quarter. We have expended, and will continue to be required to expend, substantial funds to pursue product development projects, enhance our marketing and sales efforts and to effectively maintain business operations. Therefore, we will need to generate higher revenues to achieve and maintain profitability and cannot assure you that we will be profitable in any future period.

 

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

 

We have an existing accounts receivable financing agreement with a non-bank lending institution whereby we can borrow up to 80 percent of our eligible receivables at an interest rate of 2.5% above JP Morgan Chase’s publicly announced prime rate with a minimum rate of 6% per annum. No assurances can be given that this financing agreement will continue into the future. If we are unable to continue with this agreement, our cash flow might adversely be affected.

 

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

 

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

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IEH CORPORATION

PART II: OTHER INFORMATION

Item 1a. Risk Factors(continued)

Risks Related to Our Business(continued)

 

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

 

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

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IEH CORPORATION

PART II: OTHER INFORMATION

Item 1a. Risk Factors(continued)

 

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

 

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

  

Risks Related to Our Common Stock

 

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

 

The price of our common stock has been, and is likely to continue to be, volatile. For example, our stock price during the fiscal year ended March 29, 2019 traded as low as $6.12 per share and as high as $8.89 per share. During the three-monthsix-month period ended

June 28, September 27, 2019, our common stock traded in the range of $16.05 per share to $19.50$23.00 per share. We cannot assure you that your initial investment in our common stock will not decline.

  

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

 

Not applicable

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosure

 

None

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IEH CORPORATION

 

PART II: OTHER INFORMATION

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

(a) Exhibits

 

Exhibit 10.1Employment Agreement, dated as of July 29, 2019, between the Company and David Offerman (filed as Exhibit 10.1 to Current Report on Form 8-K, dated July 29, 2019).
Exhibit 31.1 Certification of Chief Executive Officer Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)* 

 

Exhibit 31.2Certification of Chief Financial Officer Pursuant to 17CFR240.13a-14(a) or 17CFR240.15d-14(a)* 

 

Exhibit 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 17CFR240.13a-14(b) or 17CFR240.15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code* 

 

Exhibit 101.INS XBRL Instance Document* 

 

Exhibit 101.SCH XBRL Taxonomy Extension Schema* 

 

Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document* 

  

Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document* 
  
Exhibit 101.PREXBRL Taxonomy Extension Presentation Linkbase Document*

 

Exhibit 101.DEF XBRL Taxonomy Extension Definition Label Document* 

*Submitted electronically herewith

 

Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following formatted in XBRL (Extensible Business Reporting Language): (i) Statement of Operations for the threesix months ended June 28,September 27, 2019 and June 29,September 28, 2018; (ii) Balance Sheets as of June 28,September 27, 2019 and March 29, 2019; (iii) Statement of Cash Flows for the threesix months ended June 28,September 27, 2019 and June 29,September 28, 2018; and (iv) Notes to Financial Statements for the threesix months ended June 28,September 27, 2019.

 

In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to the Quarterly Report on

Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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

None 

 

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SIGNATURES

 

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

 

 IEH CORPORATION
 (Registrant)
  
  
AugustNovember 19, 2019/s/ David Offerman
 David Offerman
 

President and Chief Executive Officer

(Principal Executive Officer)

  
  
AugustNovember 19, 2019/s/ Robert Knoth
 Robert Knoth
 Chief Financial Officer (Principal Accounting Officer)
  
  


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