Filed 2025-06-12 · Period ending 2025-03-31 · 36,674 words · SEC EDGAR
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# IEH Corp (IEHC) — 10-K
**Filed:** 2025-06-12
**Period ending:** 2025-03-31
**Accession:** 0001213900-25-053885
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/50292/000121390025053885/)
**Origin leaf:** 4ed16a40a9b0c1349ee3b181a432760ce79d16a6a808405d1f2839b3cd68756d
**Words:** 36,674
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**
UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM 10-K**
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**(Mark One)**
** ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
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**For the fiscal year ended March 31, 2025**
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** TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the transition period from ____________
to** ____________
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**Commission file number: 0-5278**
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**IEH Corporation**
**(Exact name of registrant as specified in its
charter)**
| New York | | 13-5549348 | |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | |
| 140 58th Street, Suite 8E, Brooklyn, NY | | 11220 | |
| (Address of principal executive offices) | | (Zip Code) | |
****
**Registrants telephone number, including
area code: (718) 492-4440**
**Securities registered pursuant to Section 12(b)
of the Act: None**
****
**Securities registered pursuant to Section 12(g)
of the Act:**
****
| Title of Each Class: | | Trading Symbol(s) | | NameofEachExchangeonWhichRegistered: | |
| Shares of common stock, $0.01 par value | | IEHC | | OTC Pink Market | |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
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.
Yes No
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted 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 such files). Yes No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of
large accelerated filer, accelerated filer, smaller reporting company and emerging growth company
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | Accelerated filer | | |
| Non-accelerated filer | | Smaller reporting company | | |
| Emerging growth company | | | | |
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 has filed a report on
and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.
Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers
during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant on September 30, 2024, based on a closing price of $9.90 was approximately $14,835,600.
As of June 12, 2025, the registrant had 2,390,251 shares of its common
stock, par value $0.01 per share, outstanding.
**DOCUMENTS INCORPORATED BY REFERENCE**
None.
**TABLE OF CONTENTS**
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PART I |
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1 | |
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ITEM
1. |
BUSINESS |
1 | |
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ITEM
1A. |
RISK
FACTORS |
5 | |
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ITEM
1B. |
UNRESOLVED
STAFF COMMENTS |
17 | |
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ITEM
1C. |
CYBERSECURITY |
17 | |
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ITEM
2. |
PROPERTIES |
18 | |
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ITEM
3. |
LEGAL
PROCEEDINGS |
18 | |
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ITEM
4. |
MINE
SAFETY DISCLOSURES |
18 | |
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PART II |
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19 | |
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ITEM
5. |
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
19 | |
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ITEM
6. |
[RESERVED] |
20 | |
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ITEM
7. |
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS |
20 | |
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ITEM
7A. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
25 | |
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ITEM
8. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA |
25 | |
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ITEM
9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
25 | |
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ITEM
9A. |
CONTROLS
AND PROCEDURES |
25 | |
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ITEM
9B. |
OTHER
INFORMATION |
26 | |
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ITEM
9C. |
DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
26 | |
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PART III |
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27 | |
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ITEM
10. |
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
27 | |
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ITEM
11. |
EXECUTIVE
COMPENSATION |
31 | |
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ITEM
12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
34 | |
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ITEM
13. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
35 | |
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ITEM
14. |
PRINCIPAL
ACCOUNTANT FEES AND SERVICES |
35 | |
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PART IV |
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36 | |
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ITEM
15. |
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES |
36 | |
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ITEM
16. |
FORM
10-K SUMMARY |
38 | |
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SIGNATURES |
39 | |
i
**IEH CORPORATION**
**Cautionary Note Regarding Forward-Looking Statements**
This report contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Section 27A of the Securities Act
of 1933, as amended (the Securities Act). Any statements contained in this Annual Report on Form 10-Kthat are not statements
of historical fact may be forward-looking statements. When we use the words anticipates, plans, estimates,
expects, believes, should, could, may, will and similar
expressions, we are identifying forward-looking statements. We have based these forward-looking statements largely on our current expectations
and projections about future financial events and financial trends that we believe may affect our financial condition, results of operations,
business strategy and financial needs. Forward-looking statements involve risks and uncertainties described under Risk Factors
in Part I, Item 1A, and elsewhere in this Annual Report on Form 10-K, and may include statements related to, among other things: macroeconomic
factors, including inflationary pressures, supply shortages and recessionary pressures; impact of tariffs on sourcing of raw materials;
accounting estimates and assumptions; pricing pressures on our product caused by competition; the risk that our products will not gain
market acceptance; our ability to obtain additional financing; our ability to successfully prevent our registration with the U.S. Securities
and Exchange Commission (the SEC) from being suspended or revoked; our ability to operate our accounting systems effectively;
our ability to protect intellectual property; our ability to integrate our Pennsylvania facility into our operations; and our ability
to attract and retain key employees. No forward-looking statement is a guarantee of future performance and you should not place undue
reliance on any forward-looking statement. Our actual results may differ materially from those projected in forward-looking statements,
as they will depend on many factors about which we are unsure, including many factors beyond our 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 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.
Important
factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking
statements include, but are not limited to:
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changes in the market acceptance
of our products and services; | |
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increased levels of competition; | |
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changes
and uncertainties in political, economic or regulatory conditions generally and in the markets in which we operate, including, but
not limited to, changes and uncertainties around tariffs and supply chain constraints; | |
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our relationships with
our key customers; | |
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adverse conditions in the
industries in which our customers operate; | |
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our ability to retain and
attract senior management and other key employees; | |
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our
ability to quickly and effectively respond to new technological developments; | |
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our ability to protect our
trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from
infringing on our proprietary rights; and | |
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other risks, including those
described in the Risk Factors section of this Annual Report on Form 10-K. | |
ii
****
**IEH CORPORATION**
**PART I**
****
|
Item 1. |
Business: | |
IEH Corporation (hereinafter referred
to as IEH or the Company) began operations in New York, New York in 1941 and was incorporated as a New York
corporation in March 1943, when Louis Offerman founded L. Offerman Tool & Die with his two sons, Bernard and Seymour.
In the late 1960s, IEH bought a
license to manufacture Hyperboloid sockets, and began making printed circuit board (PCB) connectors for the defense and
aerospace industries, in accordance with the MIL-DTL-55302 military specification. We have been making these connectors and variations
of them ever since, and today, we are one of the leaders in Hyperboloid connectors and contacts.
In use for nearly 50 years under demanding
conditions, Hyperboloid technology has proven itself to be the leading design for integrity and reliability. On avionics platforms, military
and commercial aerospace equipment, engine control systems, missiles and torpedoes, vehicular electronics, satellites and rocket launchers,
medical devices, industrial and environmental controls, test equipment, pin grid array (PGA) sockets and countless other
rugged applications, Hyperboloid aims to be the highest reliability connector available.
At IEH, we design and manufacture Hyperboloid
connectors that not only accommodate, but exceed military and aerospace specification standards. Years after inception, our Hyperboloid
solutions continue to prove their reliability and benefits. Our engineers have long provided reliable and innovative Hyperboloid interconnect
solutions for defense, commercial, aerospace and medical use.
We are a family managed business, as Louis
great-grandson, Mr. David Offerman, is the President and Chief Executive Officer, and we believe that we still manufacture the highest
quality products for the most demanding environments. But most importantly, we are always looking ahead. We are committed to developing
new technology that meets the demands of our fast-paced customers, and we are steadfast about always exceeding our customers expectations.
IEH serves customers in the United States
and internationally. Our customers include defense contractors, commercial aerospace equipment manufacturers, medical device manufacturers,
oil and gas exploration firms, and commercial space launch companies. We sell both directly and through distributors.We maintain
a Military Specification QPL (Qualified Product Listing), and an ISO (International Standards Organization) 9001:2015 Certification.
For the fiscal years ended March 31, 2025
and 2024, approximately 65.7% and 60.6%, respectively, of the Companys sales were for defense applications, 19.9% and 27.3%, respectively,
for commercial aerospace, and 14.4% and 12.1%, respectively, for commercial space launch, medical, oil and gas and industrial markets.
**New Product Development:**
****
IEH continues to expand the scope and
range of its PCB connector offerings.We have also increased the breadth of our products by introducing high-speed connectors for
data transmission, as well as hybrid power/signal connectors. New product developments are primarily driven by customer demand.IEH
also continues to specialize in custom interconnects designed specifically for customer applications. Our engineers work in conjunction
with customer engineers to create, refine and manufacture connectors and interconnect solutions that meet their specific, demanding needs.
IEH engineers are renowned for their flexibility and creativity in solving customer interconnect challenges and providing innovative
solutions.
1
**Marketing and Sales:**
The market for connectors and interconnect
devices, domestic and worldwide, is highly fragmented as a result of the manufacture by many companies of a multitude of different types
and varieties of connectors and interconnects. For example, connectors include: printed wiring board, rectangular I/O, circular, planar
coaxial, IC socket and fiber optic. The Company has been servicing a niche in the market by manufacturing connectors containing Hyperboloid
contact designs in the printed wiring board style of connectors.
The Company is continuously experimenting
with innovative connection designs, which may cause it to alter its marketing plans in the future if a market should develop for any
of its current or future innovative designs. The Company is continually reviewing product lines being sold in the connector and interconnect
marketplace. We are committed to expanding our product offering and we consider that many of our current or future custom designs will
become product lines.
The Companys products are marketed to Original Equipment
Manufacturers (OEM) directly and through authorized representatives and distributors serving primarily the defense, aerospace,
medical, space, oil and gas, industrial, test equipment and commercial electronics markets. The Company is also involved in developing
new connectors for specific uses, which result from changes in technology. The Company assists customers in the development and design
of connectors for specific customer applications. This service is marketed to customers who require the development of connectors and
interconnection devices specially designed to accommodate the customers own products.
****
The Company is primarily a manufacturer
and its products are essentially basic components of larger assemblies of finished goods. During the year ended March 31, 2025, two customers
accounted for 31.9% of the Companys net revenues, each represented 17.8% and 14.1%, respectively. During the year ended March
31, 2024, two customers accounted for 29.9% of the Companys net revenues, each represented 17.5% and 12.4%, respectively.
The Company currently employs 21 independent
sales representatives and distributors to market its products in all regions in the United States as well as in Canada, the European
Union, Southeast Asia, Central Asia and the Middle East. These independent sales representatives also promote the product lines of other
electronics manufacturers; however, they do not promote the product lines of manufacturers which compete directly with the Companys
products. These sales representatives accounted for approximately 73% of the Companys net sales for the fiscal year ended March
31, 2025 (with the balance of Company net sales being generated via direct customer contact).
International sales accounted for approximately 5.7% and
8.5% of net sales for the fiscal years ended March 31, 2025 and 2024, respectively. Approximately 8.0% and 19.4% of the aforementioned
international net sales for fiscal years ended March 31, 2025 and 2024, respectively, represent sales to customers located in China.
We also market our products and capabilities
through our website, www.iehcorp.com.Our product series HBH Hybrid Power/Signal Hyperboloid Connectors, has a configuration tool
that allows users to build their own hybrid connector and download 3D models to incorporate into their modules.
**Backlog of Orders/Capital Requirements:**
Our customers typically enter into supply
arrangements for the purchase of our products which we will produce and deliver over time. On an as-needed basis, our customers place
specific production orders, and these orders are generally filled and shipped within twelve weeks. Our backlog consists of supply arrangements
where the anticipated unfulfilled shipping dates are within approximately twelve months. Because of the possibility of customer changes
in delivery schedules or the cancellation of orders, our backlog as of any particular date may not be indicative of revenue in any future
period. The backlog amounted to approximately $12,445,000 at March 31, 2025 as compared to $18,285,600 at March 31, 2024. The decrease
in total backlog as of March 31, 2025 compared with the previous year is primarily due to decreases in defense orders as the Company
awaits several key customer contracts to be executed and due to sluggish recovery in commercial aerospace as the industry navigates through
production, labor and regulatory issues related to a major airplane producer.
2
A portion of these backlog orders are
subject to cancellation or postponement of delivery dates and, therefore, no assurance can be given that actual sales will result from
these orders. The Company does not foresee any problems which would prevent it from fulfilling these orders.
****
**Forward-Looking Business Trends:**
****
Our operations are subject to global economic
and geopolitical risks. For example, the ongoing and evolving conflicts in Eastern Europe and the Middle East have impacted economic
activity as well as the availability and price of raw materials and energy. The Company continues to actively monitor these factors and
find ways to mitigate the impact on its operations. The company also continues to monitor the evolving situation around imposition of
tariffs by the current administration and evaluate its impact on sourcing of raw materials and revenue generated from global markets.
****
For additional information on risk factors that could impact our results,
please refer to Risk Factors in Part I, Item 1A of this Annual Report on Form 10-K.
**Competition:**
The design, development, manufacture and
distribution of electrical connectors and interconnection devices is a highly competitive field. The Company principally competes with
both large and small companies who also produce high performance connectors in printed circuits and wiring boards for high technology
applications. The Company competes by adapting certain technologies to meet specific product applications, aiming to produce connectors
cost-effectively, and through its production capabilities. In addition, there are many companies who offer connectors with designs similar
to those utilized by the Company and are direct competitors of the Company.
The primary basis upon which the Company
competes is product performance and production capabilities. The Company usually receives job orders after submitting bids pursuant to
customer-issued specifications for connectors and interconnects. The Companys bid can be for a new item that requires the item
to perform under harsh environment requirements or it can be for a standard catalog item. The Company also offers engineering services
to its customers in designing and developing connectors for specialized products and specific customer applications. This enables the
Company to receive a competitive advantage over those companies who basically manufacture connectors based solely or primarily on catalog
specifications.
****
Some of the Companys competitors may have greater
financial resources than the Company and no assurances can be given that the Company will be able to compete effectively with these companies
in the future.
**Suppliers of Raw Materials and Component Parts:**
****
The Company utilizes a variety of raw
materials and manufactured component parts, which it purchases from various suppliers. These materials and components are available from
numerous sources and the Company does not believe that it will have a problem obtaining such materials and parts in the future, both
locally or globally.
However, any delay in the Companys
ability to obtain necessary raw materials and component parts may affect its ability to meet customer production needs. In anticipation
of such delays, the Company carries an inventory of raw materials and component parts to avoid shortages and to insure continued production.
However, as global supply chains continue to be constrained and impacted, by geopolitical and economic conditions, there can be no assurance
that we will not be affected in the future, and we believe that raw materials and supply chains may continue to be affected in fiscal
year 2026 and beyond in part due to global uncertainty.
Additionally, continuing inflationary pressures have been
impacting virtually all aspects of our materials and suppliers, including power prices and labor costs, and are likely to impact our
fiscal year 2026 results.
3
**Human Capital Management:**
Our employees are our greatest resource
and an integral component to our operations. Their health, safety and well-being are a priority for us.
**
*Talent*
We are focused on sourcing, attracting,
and retaining talent, especially those with technical backgrounds. We recognize and reward performance while continually working to develop,
engage and retain high-performing employees. We have made significant investments to provide ongoing training and career development
for our employees. We provide competitive compensation and comprehensive benefits.
As of March 31, 2025, we employed 164
people of which 163 are full-time employees. Most of the employees engaged in manufacturing and testing activities are covered by a collective
bargaining agreement with the United Auto Workers of America, Local 259 (the Union), which expires on March 31, 2027.
*Safety/Health and Wellness*
We are committed to providing a safe and
healthy work environment for our employees. Aligned with our values, we strive to continuously monitor our work environment to keep our
employees safe. We have an open-door policy for all employees to report concerns or safety issues. Our commitment to employee safety
also includes ongoing safety communications with safety topics and providing safety training.
**Governmental Regulations:**
The Company is subject to federal regulations,
principally under the Occupational Safety and Health Act (OSHA), Defense Supply Command Columbus (DSCC) and
the Defense Logistics Agency (DLA).
OSHA provides federal guidelines and specifications
to companies in order to insure the health and safety of employees.
****
DSCC oversees the quality and specifications
of products and components manufactured and sold to the government and the defense industry. DSCCs primary customer is the U.S.
military. Many of our products appear on DLA Qualified Products Listing (QPL). To remain qualified, the Company submits
its products to an outside testing laboratory approved by DLA which performs all required testing. After review by the Company of the
testing results, the data is then submitted to DLA. The Company and its products are only approved and remain on the QPL if the Company
has passed all testing requirements. Although DLA continuously requires suppliers to meet changing specifications, the Company has not
encountered any significant problems meeting such specifications and its products have, in the past, been approved. The Company is unaware
of any changes in the governmental regulations which are expected to materially affect the Companys business.
The Company is also subject to various
laws and governmental regulations concerning environmental matters. Compliance with these federal, state, and local laws and regulations
related to protection of the environment has had no material effect on our business.
4
**AvailableInformation**
****
Our website is www.iehcorp.com. On our
website we make available at no cost our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to those reports filed or furnished as soon as reasonably practicable after we electronically file such material with, or
furnish them to, the SEC. The information contained on our website is not a part of this Annual Report on Form 10-K and not incorporated
by reference herein.
|
Item 1A. |
Risk
Factors: | |
****
*In evaluating our Company and our business,
you should carefully consider the risks and uncertainties described below, together with the other information in this Annual Report
on Form 10-K. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with
other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results
of operations or future prospects, in which case the market price of our common stock could decline, and you could lose part or all of
your investment. The material and other risks and uncertainties summarized in this Annual Report on Form 10-K and described below are
not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that
we currently deem immaterial may also impair our business. This Annual Report on Form 10-K also contains forward-looking statements that
involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements
as a result of a number of factors, including the risks described below. See the section titled Cautionary Note Regarding Forward-Looking
Statements.*
**Risks Related to Our Business:**
****
**We operate in a niche industry and
our business results may vary from year to year depending upon, among other things, the nature of the ordering cycle of our products
which makes it hard to predict demand for our business and may adversely impact our business and results of operations.**
****
We manufacture PCB connector offerings
for specialized applications and our customers include defense contractors, commercial aerospace equipment manufacturers, medical device
manufacturers, oil and gas exploration firms, and commercial space launch companies. Our products are typically a small part in a larger
end product used by our customers. Supply shortages or other factors impacting third party suppliers that supply different parts to our
customers for use in the same end product in which our product is used can impact demand for our products. In addition, due to the specialized
nature of our products, we often manufacture limited quantities of our products. Since we are producing customized products in smaller
quantities, we are not able to achieve economies of scale, unable to obtain bulk discounts on our orders for raw materials and sometimes
the fulfillment is delayed because our suppliers may prioritize larger orders. All of these factors may have an adverse impact on our
business and results of operations.
In addition, the ultimate end product
in which our products are used have long and irregular ordering cycles which may cause our business results to vary year to year. For
example, some of our products are used in airplanes which often are operable for about thirty years and thus are replaced over longer
time horizons than many other products and are susceptible to changes in the demand for travel. The ordering cycle for our customers
is often irregular and hard to predict. This makes it difficult for us to anticipate when demand increases will occur and adjust our
business and ordering to accommodate fluctuations in demand. If we are not able to ramp production up or down quickly enough in response
to rapid changes in demand, we may not be able to effectively manage our costs, which could negatively impact operating results, and
we may lose sales and market share.
****
5
****
**The loss of certain substantial customers could materially
and adversely affect us.**
During the year ended March 31, 2025,
two customers accounted for 31.9% of the Companys net revenues, each represented 17.8% and 14.1%, respectively. During the fiscal
year ended March 31, 2024, two customers accounted for 29.9% of the Companys net revenues, each represented 17.5% and 12.4%, respectively.
We believe that the loss of one or more of our larger customers could have a material adverse effect on our financial position and results
of operations. We have experienced significant concentrations of customers in prior years. Furthermore, factors that negatively
impact the businesses of our major customers could materially and adversely affect us even if the customer represents a relatively small
part of our net sales.
****
**We may need additional financing
in the future and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our production or business
efforts.**
Although we have sufficient working capital
in the short term, we may need to raise additional capital in connection with our continuing operations through the debt or equity markets
in the future. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate
our business efforts. Any capital raising efforts would also be impacted by our ongoing administrative proceeding with the SEC pursuant
to Section 12 (j) of the Exchange Act instituted on August 17, 2022, and whether the SEC suspends for up to twelve months, or revokes,
the registration of our securities. Any additional fundraising efforts may divert our management from their day-to-day activities, which
may adversely affect our business. In addition, we cannot guarantee that future financing will be available in sufficient amounts or
on terms acceptable to us, if at all. Additionally, market volatility resulting from macroeconomic conditions or other factors could
also adversely impact our ability to access capital as and when needed. Moreover, the terms of any financing may adversely affect the
holdings or the rights of our shareholders and the issuance of additional securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our shares to decline. The sale of additional equity or convertible securities would
dilute all of our shareholders and may decrease our stock price. The incurrence of indebtedness could result in increased fixed payment
obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire, sell, or license intellectual property rights and other operating restrictions that could
adversely impact our ability to conduct our business. We could also be required to seek funds through arrangements with partners or others
and we may be required to relinquish rights to some of our intellectual property or otherwise agree to terms unfavorable to us, any of
which may have a material adverse effect on our business, operating results and prospects. If we are unable to obtain funding on a timely
basis, our business, financial condition and results of operations may be materially affected.
6
****
**The Company may have limited intellectual
property protection.**
****
The Company possesses certain proprietary
intellectual property, including but not limited to, trade secrets, know-how and proprietary processes. The Company relies on thisintellectualproperty,know-howand
other proprietary information, and requires employees, consultants and suppliers to sign confidentiality agreements. However, these confidentiality
agreements may be breached, and the Company may not have adequate remedies for such breaches. Third parties may independently develop
substantially equivalent proprietary information without infringing upon any proprietary technology. Third parties may otherwise gain
access to proprietary information and adopt it in a competitive manner. Any loss of intellectual property protection may have a material
adverse effect on the business, results of operations or prospects.
****
**We are a niche manufacturer of highly
engineered products that are high value/short run, using a unique mix of labor and capital equipment.**
Our engineers provide Hyperboloid interconnect
solutions for defense, commercial, aerospace and medical use. Our products are specialized and require special equipment and skilled
workers to operate our machinery. Our reliance on our skilled labor and capital equipment subjects us to a number of risks that could
negatively affect our ability to manufacture our products and harm our business, including interruption of supply. We expect our overall
reliance on our mix of labor and capital equipment to continue. Any significant delay or interruption in our mix of labor and capital
equipment could impair our ability to meet the demand of our customers and could harm our business. With changes in demand, labor costs,
and capital equipment costs, there can be no assurance that we will be able to maintain the labor and capital equipment mix and therefore
maintain our margins.
**A significant design, manufacturing
or supplier quality issue could adversely affect profitability.**
****
As a manufacturer ofhighlyengineeredproducts,
the performance, reliability and productivity of the Companys products are some of its competitive advantages. While the Company
prides itself on implementing procedures to ensure the quality and performance of its products and suppliers, a significant quality or
product issue, whether due to design, performance, manufacturing or supplier quality issue, could lead to scrapping of raw materials,
finished goods or returned products, the deterioration in a customer relationship, or other action that could adversely affect costs,
future sales and profitability.
**
7
**
**A shortage of availability or an
increase in the cost of raw materials and other resources may adversely impact our ability to manufacture our products at cost effective
prices and thus may negatively impact profit margins.**
****
Our results of operations may be materially
adversely impacted by difficulties in obtaining raw materials, supplies, power, labor and any other items needed for the production of
our products, as well as by the effects of quality deviations in rawmaterials and the effects of significant fluctuations in the
prices paid. Many of these materials and components are produced by a limited number of suppliers and their availability to us may be
constrained by supplier capacity. In recent periods, we have seen the impacts of inflation drive up costs of materials and labor
significantly. Any material disruption to or continuing increases in prices of our raw materials and other resources could materially
adversely affect our financial results. Profit margins will be materially and adversely impacted if we are not able to reduce our
costs of production, introduce technological innovations, or pass through cost increases to customers.
**We may be subject to work stoppages
at our facilities or those of our principal customers and suppliers, which could seriously impact the profitability of our business.**
Our unionized workforce and those of our
customers and suppliers may experience work stoppages during collective bargaining agreement negotiations. The Company and the Union
have a collective bargaining agreement, which expires on March 31, 2027.
In the future, if we are unable to negotiate an acceptable
new agreement with the Union, upon expiration of an existing contract, we could experience a strike or work stoppage, which could seriously
impact the profitability of our business. Contingency plans have been developed that would allow production to continue in the event
of a strike but we cannot guarantee the effectiveness of such plans.
**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.
**
**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. The loss of one or several key employees 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.
8
**We are a small business that competes
globally in a competitive industry that is highly fragmented.**
The market for connectors and interconnect
devices, domestic and worldwide, is highly fragmented as a result of the manufacture by many companies of a multitude of different types
and varieties of connectors and interconnects. The Company has been servicing a niche in the market by manufacturing connectors containing
Hyperboloid contact designs in the printed wiring board style of connectors. The connector and interconnect device industry is competitive
andfragmentedand includes numerous small organizations capable of competing in the markets we target. Although large companies
tend to not compete directly with us due to the customized and small batch nature of our business, large companies compete in adjacent
industries and possess substantially greater financial and other resources than we do. Larger competitors greater resources could
allow those competitors to compete more effectively than we can. Our competitors have successfully built their names in the industry
in which we compete. These various competitors may be able to offer products more competitively priced and more widely available than
our offerings, and also have greater resources to acquire members and suppliers than us. Failure to compete in the industry in which
we operate would adversely affect our results of operations.
**A reduction in U.S. Government funding
or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations,
cash flows and equity.**
We expect changes in policy positions
and spending priorities from the new Administration. Our U.S. Government programs must compete with programs managed by other government
contractors and with other policy imperatives for consideration for limited resources and for uncertain levels of funding during the
budget and appropriations process. Although multi-year contracts may be authorized and appropriated in connection with major procurements,
Congress generally appropriates funds on a U.S. Government fiscal year (GFY) basis. Procurement funds are typically disbursed
over the course of one to three years. Consequently, programs often initially receive only partial funding, and additional funds are
obligated only as Congress authorizes further appropriations. We cannot predict the extent to which total funding and/or funding for
individual programs will be changed as part of the annual appropriations process ultimately approved by Congress and the President or
in separate supplemental appropriations or continuing resolutions, as applicable. Budget and appropriations decisions made by the U.S.
Government are outside of our control and may have long-term consequences for our business. U.S. Government spending priorities and levels
remain uncertain and difficult to predict, especially with a new administration, and are affected by numerous factors, including the
U.S. Governments budget deficit and the national debt. A change in U.S. Government spending priorities or an increase in non-procurement
spending at the expense of our programs, or a reduction in total U.S. Government spending on an absolute or inflation-adjusted basis,
could have material adverse consequences on our current or future business. If Congress does not enact a full-year GFY 2025 appropriations
bill, the U.S. Government may not be able to fulfill its funding obligations, and there could be significant disruption to all discretionary
programs and corresponding impacts on the entire defense industry, which could adversely affect our business, results of operations,
financial condition and cash flow. Any inability of the U.S. Government to complete its budget process for any GFY and resulting operation
on funding levels equivalent to its prior fiscal year pursuant to a Continuing Resolution (CR) or shut down, also could
have material adverse consequences on our current or future business.
**Accounting Related Risks and Other Factors:**
****
**Failure to achieve and maintain effective internal
control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations,
which could have a material adverse effect on our business and stock price.**
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting and for evaluating and reporting on the effectiveness of our system
of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP). As a public company, we are required to comply
with the Sarbanes-Oxley Act and other rules that govern public companies. In particular, we are required to review on an annual basis
our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control
over financial reporting. We are also required to certify our compliance with Section 404 of the Sarbanes-Oxley Act, which requires us
to furnish annually a report by management on the effectiveness of our internal control over financial reporting. In the event that we
are unable to maintain or achieve compliance with the applicable provisions of the Sarbanes-Oxley Act and related rules, we may incur
significant and additional expenses for remedial efforts that may negatively impact our financial performance, and such process may result
in a diversion of managements time and attention. As a result, we and the market price of our common stock may be adversely affected.
Management performed an assessment of the effectiveness of
our internal control over financial reporting as of March 31, 2025 and concluded that our internal controls over financial reporting and
disclosure controls and procedures were not effective, as we have not fully established an effective control environment due to the ineffective
design and implementation of Information Technology General Controls (ITGC). Our ITGC deficiencies included improperly designed
controls pertaining to change management and user access rights over systems that are critical to our system of financial reporting. We
have taken and continue to take remedial steps to improve our internal control over financial reporting. For further discussion of the
material weaknesses identified and our remedial efforts, see Item 9A, Controls and Procedures.
We are working to remediate the identified material weakness
in our ITGC. We may not be able to fully remediate this material weakness until additional steps have been completed and have been operating
effectively for a sufficient period of time. We cannot assure you that the measures we have taken to date and plan to take will be sufficient
to remediate the material weaknesses we identified or avoid the identification of additional material weaknesses in the future. Moreover,
because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected
and corrected on a timely basis, or at all.
9
**We identified certain misstatements to our previously
issued financial statements and have restated the financial statements described below, which has exposed us to a number of additional
risks and uncertainties.**
On June 22, 2023, we filed our Annual
Report on Form 10-K for the fiscal years ended March 31, 2022, 2021, and 2020. Included therein, we reported that we had restated our
previously issued audited financial statements for the fiscal year ended March 31, 2020 and our interim financial statements for the
quarterly periods ended September 27, 2019 and December 31, 2019. We further reported that these restatements were in connection with
the Companys migration to its then new accounting system, including the reconciliation of the old and new systems.
As a result of the misstatements and the
restatement, we have become subject to a number of additional risks and uncertainties and unanticipated costs for accounting, legal and
other fees and expenses, including risks of lawsuits. Any actions, lawsuits or other legal proceedings related to the misstatements or
the restatement could result in reputational harm, legal defense and other costs, regardless of the outcome of the lawsuit or proceeding.
In addition, we are at risk for loss of investor confidence, loss of key employees, changes in management or our Board of Directors (the
Board of Directors or the Board) and other reputational issues, all of which could have a material adverse
effect on our business, financial position and results of operations.
The Board of Directors, members of management,
and our accounting and other staff previously has spent significant time on the restatement and remediation and will continue to devote
significant time on monitoring and enhancing control activities related to our internal control over financial reporting.
We may face litigation and regulatory
action relating to the restatement of our financial statements.
We cannot ensure that litigation or other
claims by shareholders will not be brought in the future arising out of the restatement of our financial statements. We may also be subject
to further examinations, investigations, proceedings and orders by regulatory authorities, including a cease and desist order, suspension
of trading of our securities, delisting of our securities and/or the assessment of possible civil monetary penalties. Any such further
actions could be expensive and damaging to our business, results of operations and financial condition.
**RISKS RELATED TO THE COMPANYS
PREVIOUS LATE PERIODIC FILINGS AND THE RELATED SECS ADMINISTRATIVE PROCEEDING PURSUANT TO SECTION 12(j)**
**As a result of the Companys
previous late periodic filings, on August 17, 2022, the SEC instituted an administrative proceeding pursuant to Section 12(j) of the
Exchange Act to determine whether it is appropriate to suspend for up to twelve months or alternatively to revoke the registration of
the Companys common stock. IEH conducted a prehearing conference with the SECs staff, filed an Opposition Brief to the
SEC Division of Enforcements Motion for Summary Disposition, and although we are now current in our periodic reporting to the
SEC and we have filed a Reply in Support of our Motion for Summary Disposition, and submitted a request for expediting the resolution
of the administrative proceeding, the ultimate outcome of the administrative proceeding may be adverse to the Company, and may result
in the suspension or revocation of the registration of our common stock.**
Since November 30, 2023, we have been
current in our Exchange Act periodic reporting obligations. Previously, however, the Company was delinquent in its periodic reporting
obligations and as a result the SEC instituted administrative proceedings on August 17, 2022 (the Order) pursuant to Section12(j)
of the Exchange Act to suspend or revoke the registration of our common stock. On October 3, 2022, we filed an answer to the Order and
on October 13, 2022, we conducted a prehearing conference with SEC staff in the Division of Enforcement. On March 1, 2023 the SECs
Division of Enforcement filed a Motion for Summary Disposition, on March 15, 2023, IEH filed an opposition brief to the SEC Division
of Enforcements Motion for Summary Disposition, and on March 29, 2023, the SECs Division of Enforcement filed a Reply in
Support of its Motion for Summary Disposition. On December 22, 2023, the Company filed a Cross-Motion for Summary Disposition after the
Company cured all of its delinquencies and the SECs Division of Enforcement filed an opposition to the Companys Cross-Motion
for Summary Disposition on February 21, 2024. On March 4, 2024, the Company filed a Reply in Support of its Motion for Summary Disposition.
On February 18, 2025, the Company submitted a request for expediting the resolution of the administrative proceeding. The Commission
will issue a decision on the basis of the record in the proceeding. The Company cannot at this time predict the timing of a decision
by the Commission or the outcome of such decision. The Company intends to remain current in its periodic reporting to the SEC. In addition,
the Company intends to vigorously defend against the allegations in the Order to avoid possible suspension or revocation of the registration
of its common stock. If the SEC issues a final order to suspend or revoke the registration of the Companys common stock, brokers,
dealers and other market participants would be prohibited from buying, selling, making a market in, publishing quotations of, or otherwise
effecting transactions with respect to, such common stock until, in the case of suspension, the lifting of such suspension, or, in the
case of a revocation, the Company files a new registration statement with the SEC under theExchange Actand that registration
statement is declared effective. As a result, public trading of the Companys common stock would cease and investors would find
it extraordinarily difficult to acquire or dispose of the Companys common stock or obtain accurate price quotations for the Companys
common stock, which could result in a significant decline in the value of the Companys stock. In addition, the Companys
business may be adversely impacted, including, without limitation, an adverse impact on the Companys ability to issue stock to
raise equity capital, engage in business combinations or provide employee incentives.
****
10
****
**Potential for future errors in the application of
accounting rules and pronouncements.**
The completion of the audits of our financial
statements involved significant review and analyses, including highly technical analyses of data and business practices and the extraction
of data from the SAP System. Given the complexity and scope of this process, and despite the extensive time, effort and expense that
went into it, additional accounting errors may in the future come to light in these or other areas that may result in future restatements.
**The staff of the SEC may review the periodic reports
of the Company and may request amendments of financial information or other disclosures.**
Following its review of periodic reports
(including, but not limited to, this Annual Report) filed with the SEC, the staff of the SEC may request that the Company make changes
to its reporting of financial information contained in such periodic reports, potentially requiring amendments to our financial information
or other disclosure. Although not requested by the SEC staff, on April 22, 2024, the Company filed an amendment to the Annual Report
on Form 10-K for the fiscal year ended March 31, 2022 in response to certain observations made by the SEC staff in connection with the
Section 12(j) administrative proceeding.
Any further amendments to the financial
information of the Company, among other things:
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would distract managements
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may require
the Company to suspend the exercise of options by employees until it becomes current again in its periodic reporting obligations
under the federal securities laws; | |
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substantial additional professional expenses; | |
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affect the Companys reputation, credibility with customers and investors and its ability to raise capital; and | |
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the Company to the risk of additional litigation and regulatory investigations and actions. | |
**The requirements of being a public
company may strain our resources, divert managements attention and affect its ability to attract and retain qualified board members.**
As a public company listed in the U.S.,
we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and any rules promulgated thereunder. Our management
team may not successfully or efficiently manage being a public company that is subject to significant regulatory oversight and reporting
obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. Operating a public company
requires significant attention from our senior management and could divert their attention away from the day-to-day management of our
business, which could harm our business, results of operations and financial condition. For example, the requirements of these rules
and regulations may increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly,
and increase demand on our systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure
controls and procedures and internal controls for financial reporting. In order to maintain and improve our disclosure controls and procedures
and internal control over financial reporting to meet this standard, significant resources and management oversight is required and,
as a result, managements attention may be diverted from other business concerns. The costs of compliance with public company reporting
requirements and our potential failure to satisfy these requirements could have a material adverse effect on our operations, business,
financial condition or results of operations.
**In order to satisfy our obligations
as a public company, we must hire, retain and train qualified accounting and financial personnel with appropriate public company experience.
Failure to do so may result in increased costs and additional risks in connection with the quality of our financial reporting.**
As a public company, we need to establish
and maintain effective disclosure and financial controls and adhere to certain corporate governance practices. We need to hire, retain
and train accounting and financial personnel with appropriatepubliccompanyexperience and technical accounting knowledge,
and it may be difficult to recruit and retain such personnel. Even if we are able to hire appropriate personnel, our existing operating
expenses and operations will be impacted by the direct costs of their employment and the indirect consequences related to the diversion
of management resources from other business concerns.
11
**RISKS RELATED TO OUR COMMON STOCK**
**Our stock price is volatile and
could decline; there is currently a limited trading market for our common stock and we cannot predict how liquid the market might become.**
There has been a limited trading market for our common stock and we
cannot predict how liquid the market for our common stock might become. On September 28, 2021 our stock began trading in accordance with
the OTC Pink Sheet Current Information tier. Broker dealer firms are not able to provide stock quotes for IEHs common stock and
transactions are limited to the Expertmarket. The quotation of our common stock on the OTCPinkSheet Current
Informationdoes not assure that a meaningful, consistent and liquid trading market exists. The market price for our common stock
is subject to volatility and holders of our common stock may be unable to resell their shares at or near their original purchase price,
or at any price. In the absence of an active trading market, investors may have difficulty buying and selling, or obtaining market quotations
for our common stock; market visibility for our common stock may be limited; and a lack of visibility for our common stock may have a
depressive effect on the market for our common stock. While we intend to regain listing on an actively traded platform, there can be no
assurance that we will be successful.
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 31, 2025 traded as low as
$5.20 and as high as $16.00 per share and during the fiscal year ended March 31, 2024, our stock price traded as low as $5.20 per share
and as high as $10.00 per share. Fluctuations may be exaggerated since the trading volume is and would likely bevolatile, limited,
and sporadic. These fluctuations may or may not be based upon any business or operating results. We cannot assure you that your investment
in our common stock will not decline.
**Except for a single dividend declared
and paid in 2017, we have not paid dividends in the past and do not expect to pay dividends in the future. Any return on investment may
be limited to the value of our common stock.**
****
Except for a single dividend declared
and paid in 2017, we have never paid cash dividends on our common stock and do not anticipate doing so in the foreseeable future. The
payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting
us at such time as our Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because
a return on your investment will only occur if our stock price appreciates.
****
**The Offerman family has substantial
influence over our management and policies, and their interests may conflict with ours or yours in the future.**
Gail Offerman and Dave Offerman, our Chief Executive Officer,
(the Offerman Investors) beneficially own approximately 46.4% of our common stock as of June 12, 2025, and will generally
vote together as a single class on matters submitted to a vote of our shareholders. As a result, the Offerman Investors may exert substantialinfluenceon
other actions requiring a shareholder vote, potentially in a manner that you do not support, including the election and removal of directors
and the approval of any merger, consolidation or sale of all or substantially all of our assets. In addition, the ownership of such shareholders
could preclude any unsolicited acquisition of us, and consequently, adversely affect the price of our common stock. In addition, the Offerman
Investors exercise significant influence over the operations of our Company because the Company has been a business led by the Offerman
family for generations. These shareholders may make decisions that are adverse to your interests.
12
**We have reduced disclosure and governance
requirements applicable to smaller reporting companies, which could result in our common stock being less attractive to investors.**
We have a public float of less than $250
million and therefore qualify as a smaller reporting company under the rules of the SEC. As a smaller reporting company, we are able
to take advantage of reduced disclosure requirements, such as simplified executive compensation disclosures, exemption from the provisions
of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report
on the effectiveness of internal control over financial reporting and reduced financial statement disclosure requirements in our SEC
filings. Decreased disclosures in our SEC filings due to our status as a smaller reporting company may make it harder for our investors
to analyze our results of operations and financial prospects. We cannot predict if investors will find our common stock less attractive
due to our reliance on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be volatile.
**There are risks related to the implementation
of our perpetual accounting system.**
Since 2020, we have been operating on
a new perpetual accounting system, SAPs Business One system along with an add-on inventory and production module, Beas Manufacturing
(SAP System) in order to improve our financial reporting. Since implementation, we have been engaged in a multi-year process
to refine the functionality of the SAP System, most significantly around the accounting for inventory and costs of products sold. We
have identified the causes of the errors that led to the restatement of previously reported financials and have made enhancements to
the SAP System to remediate those causes. There remains further work to improve and optimize the SAP System, and that work is ongoing.
Any deficiency in further re-design of the SAP System could negatively impact the quality of our financial data and may result in inaccurate
financials or delays in our periodic reports with the SEC, which may have a material adverse effect on our business, financial condition
or results of operations.
**Risks Related to General Economic Conditions
and Other Factors:**
**Changes in general economic conditions,
geopolitical conditions, U.S. trade policies and other factors beyond the Companys control may adversely impact our business and
operating results.**
The Companys operations and performance
depend significantly on global, regional and U.S. economic and geopolitical conditions. The United States has from time to time experienced
challenging economic conditions, including in connection with the COVID-19 pandemic, and the global financial markets have recently undergone
and may continue to experience significant volatility and disruption. Our business, financial condition and results of operations may
be materially adversely affected by changes in consumer confidence, levels of unemployment,inflation, interest rates, tax rates
and general uncertainty regarding the overall future economic environment. Arecessionor slowdown in the economy may cause
a decline in demand for our products and have a negative impact on our business.
We are also impacted by changes in trade
policy. We have observed significant shifts in U.S. trade policy, with increased tariffs and the imposition of new tariffs that could
impact our supply chain and our business. While imposition of certain tariffs have been temporarily paused, it is hard to predict the
direction of future trade policy. Changes to current policies by the U.S. or other governments could affect our business, including potentially
through increased import tariffs and other influences on U.S. trade relations with other countries. The imposition of additional tariffs
or other trade barriers could increase our costs in certain markets, and may cause our customers to find alternative sourcing. In addition,
other countries may change their own policies on business and foreign investment in companies in their respective countries. Additionally,
it is possible that U.S. policy changes and uncertainty about such changes could increase market volatility and currency exchange rate
fluctuations. Market volatility and currency exchange rate fluctuations could have a material adverse effect on our business, financial
condition, results of operations or cash flows. As a result of these dynamics, we cannot predict the impact to our business of any future
changes to the U.S.s trading relationships.
13
A number of other economic and geopolitical factors both
in the United States and abroad could have a material adverse effect on the Companys business, financial condition, results of
operations or cash flows, such as:
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a global or regional economic slowdown in any of the
Companys market segments; | |
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postponement of spending, in response to tighter credit,
financial market volatility and other factors; | |
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effects of significant changes in economic, monetary
and fiscal policies in the United States and abroad including significant income tax changes, currency fluctuations and inflationary
pressures; | |
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rapid material escalation of the cost of regulatory
compliance and litigation; | |
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changes in government policies and regulations affecting
the Company or its significant customers or suppliers; | |
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employment regulations and
local labor conditions, including increases in employment costs; | |
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industrial policies in various countries that favor
domestic industries over multinationals or that restrict foreign companies altogether; | |
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longer payment cycles; | |
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credit risks and other challenges in collecting accounts
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ongoing conflicts in Eastern Europe and the Middle East have impacted
economic activity as well as the availability and price of raw materials and energy and the most recent conflict between two nuclear powers
in South Asia since May 2025, the effect of which on world markets is still to be determined. | |
****
14
****
**The global nature of our operations
exposes us to numerous risks that could materially adversely affect our financial condition and results of operations.**
We serve customers in the United States
and abroad, with a sales presence in over 40 countries. Sales outside of the United States are subject to various risks that may not
be present or as significant for our U.S. operations. Economic uncertainty in some of the geographic regions in which we sell our products
could result in the disruption of commerce and negatively impact cash flows from our operations in those areas. Risks inherent in our
international operations include, among others:
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Pandemic-related uncertainties in the countries in
which we operate; | |
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Import and export regulations that could erode profit
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Foreign exchange controls and tax rates; | |
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Foreign currency exchange rate fluctuations, including
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Changes in regional and local economic conditions,
including local inflationary pressures; | |
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Difficulty of enforcing agreements and collecting receivables
through certain foreign legal systems; | |
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Variations in protection of intellectual property and
other legal rights; | |
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Inability or regulatory limitations on our ability
to move goods across borders; | |
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Changes in laws and regulations,
including the laws and policies of the United States affecting trade, tariffs and foreign investment; | |
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Restrictive governmental actions such as those on transfer
or repatriation of funds and trade protection matters, including antidumping duties, tariffs, trade wars, embargoes and prohibitions
or restrictions on acquisitions or joint ventures; | |
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Unsettled political conditions and possible terrorist
attacks against U.S. or other interests; and | |
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Political tensions and armed
conflict, such as the ongoing wars in Eastern Europe, Middle East and the conflict in South Asia. | |
If we are unable to anticipate and effectively manage these
and other risks, it could have a material and adverse effect on our business, our results of operations and financial condition.
**We are the primary source for various
commercial and aerospace applications in certain parts of Asia and Europe. There is always a risk of being second sourced by domestic
manufacturers, and trade tensions or nationalizing supply chains adversely impacting our business.**
****
Sales to customers located outside the
U.S. accounted for approximately 5.7% and 8.5% of our revenue in the fiscal years ended March 31, 2025 and 2024, respectively. Any weakness
in the domestic economy could result in a decrease in demand for consumer products that contain our products, which could materially
and adversely affect our business. In addition, there is a risk that manufacturers in Asia and Europe may compete with us and replace
us. The imposition by the U.S. of tariffs on goods imported from overseas, countermeasures imposed in response, U.S. export restrictions
onsalesof products tocertain overseas countriesand other government actions that restrict or otherwise adversely
affect our ability to sell our products may have a material adverse impact on our business. In addition, we may be subject to rules and
regulations or the jurisdiction of other governmental agencies that may adversely affect our rights and obligations. In the event of
a dispute, we will likely be subject to the exclusive jurisdiction of foreign courts.
15
**Fluctuations in exchange rates could adversely affect
our business and the value of our securities.**
The value of our securities will be indirectly
affected by the foreign exchange rate between the U.S. dollar and other currencies in which our sales may be denominated. Appreciation
or depreciation in the value of the U.S. dollar relative to these foreign currencies would affect our financial results reported in U.S.
dollar terms without giving effect to any underlying change in our business or results of operations.
To date, we have not entered into any hedging transactions.
While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited,
and we may not be able to successfully hedge our exposure at all.
**Changes in defense expenditures may reduce the Companys
sales.**
Approximately 65.7% and 60.6% of the Companys
net revenues for the fiscal years ended March 31, 2025 and 2024, respectively, came from sales to the defense market. The Company participates
in a broad spectrum of defense programs. Accordingly, the Companys sales are affected by changes in the defense budgets and policies
of the U.S. government. A significant decline in U.S. government defense expenditures for programs in which we participate could have
an adverse effect on the Companys business, financial condition and results of operations. U.S. government expenditures are also
subject to political and budgetary fluctuations and constraints, which may result in significant unexpected changes in levels of demand
for our products.
****
**We may be adversely affected by
natural disasters, pandemics and other catastrophic events and by man-made problems such as terrorism that could disrupt our business
operations, and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.**
****
Our business operations are located in
Brooklyn, New York and Allentown,Pennsylvania. If a disaster, power outage, computer hacking, or other event occurred that prevented
us from using all or a significant portion of our facilities, that damaged critical infrastructure, such as enterprise financial systems,
IT systems, manufacturing resource planning or enterprise quality systems, or that otherwise disrupted operations, it may be difficult
or, in certain cases, impossible for us to continue our business for a substantial period of time. In addition, our suppliers
facilities are located in locations susceptible to natural disasters or similar events, such as tornadoes, fires, explosions or large-scale
accidents or power outages, or IT threats, pandemics, acts of terrorism and other geo-political unrest, which could severely disrupt
our operations and have a material adverse effect on our business, financial condition, operating results and prospects. All of the aforementioned
risks may be further increased if we do not implement a disaster recovery plan or our partners or manufacturers disaster
recovery plans prove to be inadequate. To the extent that any of the above should result in delays in the manufacture or distribution
of our products, our business, financial condition, operating results and prospects would suffer.
**Our business and operations would suffer in the event
of system failures, cyber-attacks or a deficiency in our cyber-security.**
****
Despite the implementation of security measures, our internal
computer systems and those of our contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural
disasters, terrorism, war, artificial intelligence related cyber-attacks, and telecommunication and electrical failures. The risk of
a security breach or disruption, particularly through cyber-attacks or cyber-intrusion, including by computer hackers, foreign governments,
and cyber-terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around
the world have increased. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption
of our development programs and our business operations.
****
16
****
|
Item 1B. |
Unresolved Staff Comments: | |
****
Not Applicable.
|
Item 1C. |
Cyber Security | |
****
All companies utilizing technology are
subject to the risk of breaches of or unauthorized access to their computer systems. The Company maintains a cyber risk management program
designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. The Audit Committee of our Board of Directors and
our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important
component. We have established policies, standards, processes and practices for assessing, identifying, and managing material risks from
cybersecurity threats and incidents. Our policies, processes and procedures include, among other things, external penetration testing
using an experienced third-party company conducted every three years; a cybersecurity incident response and recovery plan; periodic and
ongoing security awareness training for employees; the use of several comprehensive vulnerability analysis systems to evaluate software
vulnerabilities both internally and externally; and mechanisms to detect and monitor unusual network activity. The Company also requires
that all third-party vendors that have access to or handle sensitive information undergo a risk-based vendor security assessment. We
also maintain controls and procedures that are designed to promptly escalate certain cybersecurity incidents so that decisions regarding
public disclosure and reporting of such incidents can be made by management and our Board of Directors in a timely manner. There can
be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will
be effective.
Our cyber risk management program is based
on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards
and Technology Cybersecurity Framework. Our cybersecurity risks are identified and addressed through a comprehensive, cross- functional
approach. The Companys Vice President of Engineering is primarily responsible for the implementation of defense capabilities and
risk mitigation strategies in connection with the Companys information security and cybersecurity risks. The Companys Vice
President of Engineering, in coordination with the Companys senior management, works collaboratively across the Company to implement
the cyber risk management program. To facilitate the success of the Companys cybersecurity program, cross-functional teams throughout
the Company address cybersecurity threats and respond to cybersecurity incidents. Through ongoing communications with these teams, the
Companys Vice President of Engineering and senior management are informed about and monitor the prevention, detection, mitigation
and remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee of
the Board of Directors when appropriate.
Our Audit Committee takes the lead on
behalf of our Board of Directors in monitoring risk management, which includes overseeing the Companys management of its cybersecurity
and data privacy. The Audit Committee meets on a quarterly basis with our Vice President of Engineering, General Counsel and Chief Financial
Officer, who provide quarterly reports concerning the Companys information security and cybersecurity risks.
Although we have not been materially impacted
by any cybersecurity incident to date, we are subject to cybersecurity threats, as discussed in Item 1A. Risk Factors, including in the
risk factor entitled *Our business and operations would suffer in the event of system failures, cyber-attacks or a deficiency
in our cyber-security*.
17
|
Item 2. |
Properties: | |
The Company renewed its lease for its manufacturing facility
located at 140 58th Street, Suite 8E, Brooklyn, New York on December 1, 2020, and entered into a 10-year lease agreement extension,
running through November 30, 2030. The lease is approximately 20,400 square feet of space, of which it is estimated that 6,000 square
feet are used as executive, sales and administrative offices and 14,400 square feet are used for its manufacturing, testing and plating
operations. The basic minimum annual rental payments remaining on this lease is $1,792,755 as of March 31, 2025.
The Company entered into a lease on January 29, 2021 for
a building at 200 Cascade Drive, Bldg. 2, Suite H, Allentown, Pennsylvania 18109 running through March 30, 2028. The lease is approximately
28,800 square feet of space, of which it is estimated that 4,800 square feet are used as executive and administrative offices and 24,000
square feet are used for its manufacturing and testing operations. The basic minimum annual rental payments remaining on this lease is
$807,969 as of March 31, 2025.
|
Item 3. |
Legal Proceedings: | |
There are no legal proceedings that have occurred within
the past year concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative
or civil proceeding limiting ones participation in the securities or banking industries, or a finding of securities or commodities
law violations.
On August 17, 2022, the SEC issued an Order Instituting
Administrative Proceedings and Notice of Hearing pursuant to Section12(j) of the Exchange Act. The stated purpose of the administrative
proceeding is for the Commission to determine whether it is necessary and appropriate for the protection of investors to suspend for
a period not exceeding twelve months, or revoke the registration of each class of securities of the Company registered pursuant to Section
12 of the Exchange Act. The Company filed an answer to the Order on October 3, 2022 and on October 13, 2022 we conducted a prehearing
conference with SEC staff in the Division of Enforcement. On March 1, 2023 the SECs Division of Enforcement filed a Motion for
Summary Disposition, on March 15, 2023, IEH filed an opposition brief to the SEC Division of Enforcements Motion for Summary Disposition,
and on March 29, 2023, the SECs Division of Enforcement filed a Reply in Support of its Motion for Summary Disposition. On December
22, 2023, the Company filed a Cross-Motion for Summary Disposition. The SECs Division of Enforcement filed an opposition to the
Companys Cross-Motion for Summary Disposition on February 21, 2024. On March 4, 2024, the Company filed a Reply in Support of
its Motion for Summary Disposition. The SEC will issue a decision on the basis of the record in the proceeding. On February 18, 2025,
the Company submitted a request for expediting the resolution of the administrative proceeding.
On March 19, 2024, William H. Craig, the former Chief Financial Officer
and Treasurer of the Company, filed a lawsuit against the Company in the U.S. District Court for the Eastern District of New York related
to Mr. Craigs resignation as an executive officer of the Company. On November 5, 2024, Mr. Craig and the Company executed a final
settlement agreement for all claims against the Company. The terms of the settlement are confidential. Neither the litigation nor its
resolution had any material adverse effect on the Companys financial position, results of operations or liquidity.
|
Item 4. |
Mine Safety Disclosures: | |
Not applicable.
18
**IEH CORPORATION**
**PART II**
|
Item 5. |
Market for Registrants Common Equity and
Related Stockholder Matters and Issuer Purchases of Equity Securities: | |
****
**Principal Market:**
Beginning on September 28, 2021, as a result of the SECs amendments
to Exchange Act Rule 15c2-11 which requires listed companies to be current in their SEC periodic reports or provide alternative information,
trading in the Companys shares of common stock is in accordance with the OTC Pink Sheet Current Information tier and transactions
are limited to the Expert market. As a result, broker dealer firms are not able to provide stock quotes for the Companys
common stock. Persons who hold our common stock or wish to purchase our common stock will have to contact their brokers directly in order
to buy or sell shares. Prior to September 28, 2021, commencing on March 22, 2019, the Companys shares of common stock (the common
stock) commenced trading exclusively on the OTCQX Marketplace. Prior to March 22, 2019, the common stock was traded exclusively
on the OTCQB Marketplace commencing on March 17, 2017. The shares are quoted under the ticker symbol IEHC. Investors are
able to view real-time quotes at http://www.otcmarkets.com. Because we are currently quoted on the OTCPinkSheet Current Information,
our common stock may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise
be obtained if it were listed on a national securities exchange.
****
**Market Information:**
The range of high and low bid prices for the Companys
common stock, for the periods indicated, are set forth below as reported by the OTC Markets. The table below provides the high and low
bid prices of the common stock during the periods indicated. These prices represent quotations between dealers without adjustment for
retail mark-up, markdown or commission and may not represent actual transactions.
|
| |
High Bid | | |
Low Bid | | |
|
Fiscal Year ended March 31, 2024 | |
| | |
| | |
|
April 1, 2023 June 30, 2023 | |
$ | 7.20 | | |
$ | 5.75 | | |
|
July 1, 2023 September 30, 2023 | |
$ | 8.65 | | |
$ | 7.25 | | |
|
October 1, 2023 December 31, 2023 | |
$ | 10.00 | | |
$ | 7.60 | | |
|
January 1, 2024 March 31, 2024 | |
$ | 7.85 | | |
$ | 5.20 | | |
|
| |
| | | |
| | | |
|
Fiscal Year ended March 31, 2025 | |
| | | |
| | | |
|
April 1, 2024 June 30, 2024 | |
$ | 9.50 | | |
$ | 5.20 | | |
|
July 1, 2024 September 30, 2024 | |
$ | 9.90 | | |
$ | 6.50 | | |
|
October 1, 2024 December 31, 2024 | |
$ | 16.00 | | |
$ | 7.95 | | |
|
January 1, 2025 March 31, 2025 | |
$ | 11.25 | | |
$ | 7.30 | | |
**Holders:**
The number of record holders of the Companys common
stock as of June 12, 2025 was 151. Such number of record owners was determined from the Companys shareholder records, and does
not include the beneficial owners of the Companys common stock whose shares are held in the names of various security holders,
dealers and clearing agencies.
**Dividends:**
****
Except for a single cash dividend declared and paid in 2017,
we have never declared or paid a regular, quarterly cash dividend on our common stock, and we do not expect to pay any regular, quarterly
cash dividend on our common stock in the foreseeable future. Payment of future dividends, if any, on our common stock will be at the
discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results,
anticipated cash needs, and plans for expansion.
19
**Securities Authorized for Issuance under Equity Compensation
Plans:**
****
Information regarding the Companys equity compensation
plans and the securities authorized for issuance thereunder is set forth herein under Part III, Item 12 below.
**Recent Sales of Unregistered Securities:**
None.
**Issuer Purchases of Equity Securities:**
None
|
Item 6. |
[Reserved] | |
Not Applicable.
|
Item 7. |
Managements Discussion
and Analysis of Financial Condition and Results of Operations: | |
*Statements contained in this report, which are not historical
facts, may be considered forward-looking information with respect to plans, projections, or future performance of the Company as defined
under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from those projected. The words anticipate, believe,
estimate, expect, objective, and think or similar expressions used herein are
intended to identify forward-looking statements. The forward-looking statements are based on the Companys current views and assumptions
and involve risks and uncertainties that include, among other things, the performance of the Companys business, actions of competitors,
changes in laws and regulations, including accounting standards, employee relations, customer demand, prices of purchased raw materials
and parts, domestic economic conditions, and foreign economic conditions, including currency rate fluctuations.*
****
*The following discussion and analysis should be read
in conjunction with our audited financial statements and related footnotes included elsewhere in this report, which provide additional
information concerning the Companys financial activities and condition.*
**
Overview of Business:
**
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. We believe we are the only independent producer
of Hyperboloid printed circuit board connectors in the United States.
****
Our customers consist of OEMs and distributors who resell
our products to OEMs. We sell our products directly and through 21 independent sales representatives and distributors located in all
regions of the United States, Canada, the European Union, Southeast Asia, Central Asia and the Middle East.
The customers we service are in the defense, aerospace,
space, medical, oil and gas, industrial, test equipment and commercial electronics markets. We appear on the Military DLA Qualified Product
Listing (QPL) MIL-DTL-55302 and supply customer requested modifications to this specification.
20
The customers we service by industry as a percentage of
total revenue is provided below:
|
| |
For the Fiscal Years Ended March
31, | | |
|
| |
2025 | | |
2024 | | |
|
Industry | |
% | | |
% | | |
|
Defense | |
| 65.7 | | |
| 60.6 | | |
|
Commercial Aerospace | |
| 19.9 | | |
| 27.3 | | |
|
Space | |
| 10.6 | | |
| 7.8 | | |
|
Other | |
| 3.8 | | |
| 4.3 | | |
We are exposed to and impacted by macroeconomic factors
and U.S., state and local government policies. Current general economic conditions, including the current levels of inflation and increased
tariffs, have created uncertainties, resulting in market volatility. We have adopted particular measures to protect our employees at
our manufacturing operations in Brooklyn, New York, and Allentown, Pennsylvania, and we expect to execute on our contracts through carefully
designed arrangements.
****
**Worldwide Supply Chain Disruptions**
Worldwide supply chain disruptions, which were initially
brought about by the impact of the COVID-19 pandemic, have persisted despite the recovery in the global economy and financial markets.
The Company has experienced longer lead times for raw materials and has experienced raw material cost increases compared to prior fiscal
years. These and other issues resulting from worldwide supply chain disruptions, including tariffs and the impact of trade policies from
the current United States government administration, as well as the conflicts in Eastern Europe, the Middle East and South Asia, are
expected to continue into fiscal 2026 and could continue to have a material adverse effect on the Companys business, operating
results and financial condition. The precise financial impact and duration, however, cannot be reasonably estimated at this time.
**Critical Accounting Policies and Estimates:**
The preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts reported in the financial
statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination
of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may
be material to the financial statements. The most significant accounting estimates inherent in the preparation of our financial statements
include estimates associated with revenue recognition, valuation of inventories, accounting for income taxes and stock-based compensation
expense.
Our financial position, results of operations and cash flows
are impacted by the accounting policies we have adopted. In order to get a full understanding of our financial statements, one must have
a clear understanding of the accounting policies employed. A summary of our critical accounting policies is presented within the footnotes
to the financial statements presented within this Annual Report.
*Revenue Recognition*
Pursuant to Accounting Standards Codification (ASC)
ASC Topic 606, Revenue from Contracts with Customers, revenue represents the amount received or receivable for goods and
services supplied by the Company to its customers. We recognize revenue and the related cost of products sold when the performance obligations
are satisfied. The performance obligations are typically satisfied upon shipment of physical goods. In addition to the satisfaction of
the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price,
and collectability is reasonably assured.
21
We do not offer any discounts, credits or other sales incentives.
Historically, the Company believes that it has had no collection issues with its customer base. The Companys policy with respect
to customer returns and allowances as well as product warranty is as follows:
We may accept a return of defective product within one year
from shipment for repair or replacement at the Companys option. If the product is repairable, the Company at its own cost, will
repair and return it to the customer. If unrepairable, the Company, at its own expense, will replace the defective product with a new
item. The cost of defective products is immaterial at this time. Billing terms vary by customer and product but generally do not exceed
30 days.
We provide engineering services as part of the relationship
with its customers in developing the custom product. We are not obligated to provide such engineering service to its customers. We do
not invoice its customers separately for these services.
We record a liability when receiving cash in advance of
delivering goods or services to the customer. This liability is offset against the receivable recognized when those goods or services
are delivered. Deposits from customers were $173,074 and $882,525, as of March 31, 2025 and 2024, respectively.
**
*Valuation of Inventories*
**
Raw materials are stated at the average cost on a first-in
first-out basis which does not exceed net realizable value. Finished goods and work in process are valued at the lower of actual cost,
determined on a specific identification basis, or the net realizable value of each product. The Company estimates which materials may
be obsolete and which products in work in process or finished goods may be sold at less than cost, and adjusts their inventory value
accordingly.
*Accounting for Income Taxes*
**
Our current provision for income taxes is based upon its estimated
taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income of temporary and permanent
differences resulting from different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected
to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some
portion of the deferred tax assets will not be realized, a valuation allowance against the deferred tax assets would be established in
the period such determination was made.
*Stock-Based Compensation Expense*
****
Stock-based compensation expense is recognized in the Statement
of Operations over the vesting term of the equity-based award. We chose the straight-line method of allocating compensation cost over
the requisite service period of the related award in accordance with the authoritative guidance. When the terms of an equity-based award
provide for immediate vesting, the fair value of the equity-based award is expensed immediately. The expected term of options granted
to employees is calculated using the simplified method, which represents the average of the contractual term of the option and the weighted-average
vesting period of the option, which, for options granted in fiscal 2025 and 2024, resulted in an expected term of approximately five
years. We used our historical volatility to estimate expected volatility in fiscal 2025 and 2024. The risk-free interest rate is based
on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected life of the options. The dividend
yield is 0% based on the fact that we have no present intention to pay dividends. Determining some of these assumptions requires significant
judgment and changes to these assumptions could result in a significant change to the calculation of stock-based compensation in future
periods.
22
**Results of Operations:**
****
**Annual Results of Operations**
****
**Comparison of the Years Ended March 31, 2025 and March
31, 2024:**
The following table summarizes our results of operations
for the fiscal years ended March 31, 2025 and March 31, 2025:
|
| |
For the Fiscal Years Ended March 31, | | |
Period-to-
Period | | |
|
| |
2025 | | |
2024 | | |
Change | | |
|
Revenue | |
$ | 28,783,861 | | |
$ | 21,524,544 | | |
$ | 7,259,317 | | |
|
| |
| | | |
| | | |
| | | |
|
Operating expenses: | |
| | | |
| | | |
| | | |
|
Cost of products sold | |
| 21,309,983 | | |
| 18,257,621 | | |
| 3,052,362 | | |
|
Selling, general and administrative | |
| 6,154,214 | | |
| 6,156,191 | | |
| (1,977 | ) | |
|
Depreciation and amortization | |
| 744,802 | | |
| 871,619 | | |
| (126,817 | ) | |
|
Total operating expenses | |
| 28,208,999 | | |
| 25,285,431 | | |
| 2,923,568 | | |
|
Operating income (loss) | |
| 574,862 | | |
| (3,760,887 | ) | |
| 4,335,749 | | |
|
Other income (expense): | |
| | | |
| | | |
| | | |
|
Interest income (expense), net | |
| 425,291 | | |
| 126,694 | | |
| 298,597 | | |
|
Total other income (expense), net | |
| 425,291 | | |
| 126,694 | | |
| 298,597 | | |
|
| |
| | | |
| | | |
| | | |
|
Income (loss) before (provision for) benefit from income taxes | |
| 1,000,153 | | |
| (3,634,193 | ) | |
| 4,634,346 | | |
|
(Provision for) benefit from income taxes | |
| (1,115 | ) | |
| 717,291 | | |
| (718,406 | ) | |
|
Net income (loss) | |
$ | 999,038 | | |
$ | (2,916,902 | ) | |
$ | 3,915,940 | | |
Revenue for the fiscal year ended March 31, 2025 was $28,783,861,
reflecting an increase of $7,259,317, or 33.7%, as compared to $21,524,544 for the fiscal year ended March 31, 2024. The increase in
revenues was primarily due to an increase in orders from our defense customers for programs that IEH participates in. Fiscal 2025 also
witnessed increases in revenue in commercial space exploration as space related programs continue to evolve and grow, offsetting the
decline in revenue from commercial aerospace as the industry navigates through various production, labor and regulatory related challenges
related to a major airplane producer.
Cost of products sold for the fiscal year ended March 31,
2025 was $21,309,983 reflecting an increase of $3,052,362, or 16.7%, as compared to $18,257,621 for the fiscal year ended March 31, 2024.
The increase was principally attributable to increase in revenue offset by more effective absorption of overhead in production on account
of increases in unit volume sold.
Selling, general and administrative expenses for the fiscal
year ended March 31, 2025 was $6,154,214, reflecting a decrease of $1,977, as compared to $6,156,191 for the fiscal year ended March
31, 2024.
Depreciation and amortization for the fiscal year ended
March 31, 2025 was $744,802, reflecting a decrease of $126,817, or 14.6%, as compared to $871,619 for the fiscal year ended March 31,
2024. The decrease was principally attributable to reduced amortization in the current period for certain fully amortized assets as we
continue to monitor and manage fixed assets investments closely.
Total interest income (expense), net for the fiscal year
ended March 31, 2025 was $425,291, reflecting an increase of $298,597, as compared to $126,694 for the fiscal year ended March 31, 2024.
The increase was primarily attributable to an increase in interest income earned on taxes prepaid for federal, state and municipal jurisdictions.
The provision for income taxes for the fiscal year ended
March 31, 2025 was a provision of $1,115, as compared to a benefit of $717,291 for the fiscal year ended March 31, 2024. The provision
for the fiscal year ended March 31, 2025 was due to a federal provision of $64,300, offset by an adjustment of $63,185 for state and
local income taxes.
The benefit for the fiscal year ended March 31, 2024 was
principally attributable to adjustments to prior years federal, state and local income taxes.
23
**Liquidity and Capital Resources:**
Our primary requirements for liquidity and capital are working
capital, inventory, capital expenditures, public company costs and general corporate needs. We expect these needs to continue as we further
develop and grow our business. For the fiscal year ended March 31, 2025, our primary sources of liquidity came from cash flows generated
by operating activities and cash reserves. Based on our current plans and business conditions, we believe that existing cash, together
with cash generated from operations will be sufficient to satisfy our anticipated cash requirements in fiscal year 2026 and into fiscal
year 2027, and we are not aware of any trends or demands, commitments, events or uncertainties that are reasonably likely to result in
a decrease in liquidity of our assets. We may require additional capital to respond to technological advancements, competitive dynamics
or technologies, business opportunities, challenges, acquisitions or unforeseen circumstances and in either the short-term or long-term
may determine to engage in equity or debt financings or enter into credit facilities for other reasons. If we are unable to obtain adequate
financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to
respond to business challenges could be significantly limited. In particular, inflationary pressures and the conflicts in Eastern Europe,
Middle East and South Asia, and any economic uncertainty as a result of the change in presidential administration in the U.S. may result
in significant disruption and volatility in the global financial markets, reducing our ability to access capital have resulted in, and
may continue to result in, significant disruption and volatility in the global financial markets, reducing our ability to access capital.
If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations
could be adversely affected.
As of March 31, 2025, our cash balance was $10,539,828.
For the fiscal year ended March 31, 2025, we recorded net income of $999,038. As of March 31, 2025, we had working capital of $19,784,214.
Our principal source of liquidity is cash flows generated
by operating activities and cash reserves.
**Cash Flow Activities for the Year Ended March 31, 2025
Compared to the Year Ended March 31, 2024**
The following table summarizes our cash flow activities
for the fiscal years ended March 31, 2025 and March 31, 2024:
|
| |
For the Fiscal Years Ended March 31, | | |
Period-to-
Period | | |
|
| |
2025 | | |
2024 | | |
Change | | |
|
| |
| | |
| | |
| | |
|
Cash flow provided by (used in) | |
| | |
| | |
| | |
|
Operating activities | |
$ | 4,883,619 | | |
$ | (1,914,265 | ) | |
$ | 6,797,884 | | |
|
Investing activities | |
| (532,364 | ) | |
| (347,168 | ) | |
| (185,196 | ) | |
|
Financing activities | |
| 48,750 | | |
| 56,550 | | |
| (7,800 | ) | |
|
Increase in cash and cash equivalents | |
$ | 4,400,005 | | |
$ | (2,204,883 | ) | |
$ | 6,604,888 | | |
Net cash provided by operating activities was $4,883,619
for the fiscal year ended March 31, 2025, as compared to net cash used in operating activities of $1,914,265 for the fiscal year ended
March 31, 2024. The period over period improvement in cash from operating activities of $6,797,884 was primarily due to the improvement
in net income of $3,915,940, decrease in inventory purchases of $1,154,803, decrease in accounts receivable of $1,624,952, decrease in
corporate tax receivable of $1,861,462, offset by the decrease in customer advance payments of $1,571,337.
Net cash used in investing activities was $532,364 for the
fiscal year ended March 31, 2025, an increase of $185,196, as compared to use of $347,168 for the fiscal year ended March 31, 2024. The
increase in cash used in investing activities during the fiscal year ended March 31, 2025 was primarily attributable to investment in
machinery for product designs.
Net cash provided by financing activities was $48,750 for the fiscal
year ended March 31, 2025, a decrease of $7,800, as compared to $56,550 for the fiscal year ended March 31, 2024. This decrease is attributable
to a reduction in the proceeds from the exercise of stock options.
24
**Backlog of Orders**
Our customers typically enter into supply arrangements for
the purchase of our products which we will produce and deliver over time. On an as-needed basis, our customers place specific production
orders, and these orders are generally filled and shipped within twelve weeks. Our backlog consists of supply arrangements where the
anticipated unfulfilled shipping dates are within approximately twelve months. Because of the possibility of customer changes in delivery
schedules or the cancellation of orders, our backlog as of any particular date may not be indicative of revenue in any future period.
The backlog amounted to approximately $12,445,000 at March 31, 2025 as compared to $18,285,600 at March 31, 2024. The decrease in total
backlog as of March 31, 2025 compared with the previous year is primarily due to decreases in defense orders as the company awaits several
key customer contracts to be executed and due to sluggish recovery in commercial aerospace as the industry navigates through production,
labor and regulatory issues related to a major airplane producer.
A portion of these backlog orders are subject to cancellation
or postponement of delivery dates and, therefore, no assurance can be given that actual sales will result from these orders. The Company
does not foresee any problems which would prevent it from fulfilling these orders.
**Inflation**
In the opinion of management, inflation has continued to
impact the costs of our operations and depending upon the current duration and degree of higher inflation levels, is expected to have
an impact upon our operations in the future. Management will continue to monitor inflation and evaluate the possible future effects of
inflation on our business and operations.
****
|
Item 7A. |
Quantitative and Qualitative
Disclosures About Market Risk | |
****
Not required.
|
Item 8. |
Financial Statements
and Supplementary Data | |
****
See our audited Financial Statements for the fiscal years
ended March 31, 2025 and 2024 which follow Item 16 of this Annual Report on Form 10-K.
|
Item 9. |
Changes In and Disagreements
With Accountants on Accounting and Financial Disclosure | |
None.
|
Item 9A. |
Controls and Procedures | |
****
*(a) Evaluation of Disclosure Controls and Procedures*
We maintain disclosure controls and procedures (as defined
in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) designed to ensure that the information we are required to disclose
in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
under the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our
principal financial officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and
procedures as of March 31, 2025.
Management has used the framework set forth in the report
entitled Internal ControlIntegrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting. The following material
weakness has been identified:
The Company has not established an effective control
environment due to the ineffective design and implementation of Information Technology General Controls (ITGC). The
Companys ITGC deficiencies included improperly designed controls pertaining to change management and user access rights over
systems that are critical to the Companys system of financial reporting. The ITGC deficiencies, combined with a lack of
properly designed management review controls to compensate for these deficiencies, represent a material weakness in the
Companys internal control over financial reporting.
As of March 31, 2025, our Chief Executive Officer and our
Chief Financial Officer concluded that our internal over financial reporting and disclosure controls and procedures were not effective
based upon the identified material weakness noted above.
Management is actively engaged in the planning for and implementation
of remediation efforts to address the identified material weakness. The remediation plan includes improvements in the design and implementation
of enhanced monitoring and user access and change management within the ITGC environment.
25
*(b) Managements Report on Internal Controls over
Financial Reporting*
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control
over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal
financial officer, 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.
Internal control over financial reporting cannot provide
absolute assurance of achieving their objectives. Internal control over financial reporting is a process that involves human diligence
and compliance and is subject to lapses in judgement and breakdowns resulting from human failures. Due to their inherent limitations,
there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
It is possible to design safeguards to reduce, but not eliminate, this risk. Management is responsible for establishing and maintaining
adequate internal control over financial reporting for our company.
*Mitigation Step*
In order to address the material weakness stated above, Management
undertook the following mitigation step:
|
| the implementation of improvements in the design and implementation
of enhanced monitoring of ITGC controls; |
|
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect all misstatements or fraud. Any control system, no matter how well designed and operated,
is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
This Annual Report on Form 10-K does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by our registered public accounting firm pursuant to SEC rules, which permit us to provide only managements
report in this Annual Report on Form 10-K.
Our 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 systems 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. 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.
*(c) Changes in Internal Controls Over Financial Reporting*
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 three months ended March 31, 2025 that materially affected, or are reasonably likely to materially
affect our internal controls over financial reporting.
|
Item 9B. |
Other Information | |
****
**Insider Trading Arrangements and Policies**
During the three months ended March 31, 2025, no director
or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement,
as each term is defined in Item 408(a) of Regulation S-K.****
|
Item 9C. |
Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections | |
Not Applicable.
****
26
**IEH CORPORATION**
**PART III**
|
Item 10. |
Directors, Executive
Officers and Corporate Governance | |
**Executive Officers and Directors**
As of March 31, 2025, the executive officers and
directors of the Company are as follows:
|
Name |
|
Age |
|
Office |
|
Class | |
|
David Offerman |
|
50 |
|
Chairman of the Board of Directors, President andChief
Executive Officer |
|
II | |
|
|
|
|
|
|
|
| |
|
Subrata Purkayastha |
|
43 |
|
Chief Financial Officer and Treasurer |
|
| |
|
|
|
|
|
|
|
| |
|
Allen Gottlieb |
|
83 |
|
Director |
|
II | |
|
|
|
|
|
|
|
| |
|
Gerald E. Chafetz |
|
81 |
|
Director |
|
II | |
|
|
|
|
|
|
|
| |
|
Eric C. Hugel |
|
54 |
|
Director |
|
I | |
|
|
|
|
|
|
|
| |
|
Michael E. Rosenfeld |
|
41 |
|
Director |
|
I | |
|
|
|
|
|
|
|
| |
|
John P. Spiezio |
|
61 |
|
Director |
|
I | |
|
|
|
|
|
|
|
| |
|
Brian J. Glenn |
|
45 |
|
Director |
|
I | |
IEHs Certificate of Incorporation provides that the
directors of the Company are to be elected in two (2) classes; each class to be elected to a staggered two (2) year term and until their
successors are duly elected and qualified. As of March 31, 2025, the Board of Directors consisted of seven (7) members divided into two
classes with four Class I Members (Mr. Hugel, Mr. Spiezio, Mr. Rosenfeld and Mr. Glenn) and three Class II Members (Mr. Offerman, Mr.
Gottlieb and Mr. Chafetz).
The Company currently has two executive officers: Mr. David
Offerman, President and Chief Executive Officer, and Ms. Subrata Purkayastha, the Treasurer and Chief Financial Officer. All officers
are selected by and serve at the discretion of the Board of Directors.
**David Offerman**. On March 26, 2017, Mr. Offerman was
elected to the positions of Chairman of the Board, President and Chief Executive Officer. David succeeded his late father, Michael Offerman,
who passed away on March 24, 2017. David Offerman has been a member of IEHs Board of Directors since July 15, 2016. Prior to March
24, 2017, he was the Vice President Sales and Marketing of the Company. He joined the Company in September 2004 as the National
Sales Manager and was appointed to Vice President Sales and Marketing in April 2011. Prior to joining IEH, Mr. Offerman worked
as an account executive and sales manager in the telecommunication industry.
27
Mr. Offerman graduated from the University of Michigan in
1997 with a Bachelor of Arts in film and communications. In 2016, he received an MBA from the NYU Stern School of Business with a concentration
in leadership and management. We believe Mr. Offermans expertise in manufacturing, sales and strategy along with his extensive
experience, qualifications, attributes and skills make him well qualified to serve as a director of our Company.
**Subrata Purkayastha.** On October 26, 2023, the Company promoted Subrata Purkayastha from
interim Chief Financial Officer to permanent Chief Financial Officer and executed a new employment agreement with her effective as of
November 1, 2023. Previously, on May 19, 2023, the Company appointed Subrata Purkayastha as its Interim Chief Financial Officer and Treasurer.
Ms. Purkayasthas appointment became effective on May 19, 2023. Prior to this date, Ms. Purkayastha served as Controller of
the Company since November 2021. Prior to joining the Company, from January 2019 to May 2021, Ms. Purkayastha served as Controller of
Sprouts Foods, Inc., a producer and distributor of premium organic foods intended for babies and toddlers. From July 2017 to January 2019,
Ms. Purkayastha served as Accounting Manager at Sprouts Foods, Inc. where she provided timely and accurate financial reporting to the
Chief Executive Officer and Chief Financial Officer and private equity partners. Prior to Sprout Foods Inc., from July 2015 to June 2017,
Ms. Purkayastha served as Accounting Manager of Champions Oncology, Inc., a publicly-traded company engaged in the development of advanced
technology solutions and services to personalize the development of oncology drug development. Ms. Purkayastha holds a Bachelor of Science
in Accounting from Carson-Newman University in Jefferson City, Tennessee and also received a Masters in Arts degree with a focus
in International Banking and Finance from Fordham University. Ms. Purkayastha is also a Certified Public Accountant.
**Allen Gottlieb**. Mr. Gottlieb has been a board member since 1992. He has a BS from NYU in Accounting and Finance, and an LL.B.
and JD from Brooklyn Law School. He currently operates his own firm specializing in Labor Relations and Human Resources consulting. He
also has extensive entrepreneurial experience in manufacturing, distribution, logistics, and hospitality, in both domestic and international
markets. The Company believes that his broad experience as well as his knowledge of IEH qualifies him to serve as a director of our Company.
**Gerald Chafetz**. Mr. Chafetz has been a member of
the Companys Board of Directors since 2009. He is President of GEC Enterprises, LLC since 2011. GEC Enterprises, LLC is a property
management company headquartered in Boynton Beach, Florida. He was previously President of Capitol City Companies. Prior to founding
Capitol City Companies, he had an extended 22-year executive career in the textile industry with several knitwear and high fashion manufacturers,
including Arista Knitwear, Berwick Fashion Knitwear and Beged-or Knitwear. Mr. Chafetz graduated from the University of Hartford in 1965
with a Bachelor of Science degree in business. We believe Mr. Chafetzs expertise in executive management and manufacturing along
with his extensive experience, qualifications, attributes and skills make him well qualified to serve as a director of our Company.
**Eric C. Hugel, CPA, CFA.**Eric C. Hugel has been a
member of IEHs Board of Directors since July 15, 2016. Since May 2023, he has served as the Chief Financial Officer of Americraft
Marine Group LLC, a company with the mission to support and strengthen the U.S. shipbuilding industry and infrastructure. From July 2014
to May 2023, Mr. Hugel served as the Co-Chief Executive Officer and Chief Financial Officer of Hugel Corporation, an online retailer.
From March 2013 to February 2014, Mr. Hugel held the position of Senior Institutional Specialist in U.S. Fundamental Equity Research
Analyst at McGraw Hill Financial S&P Capital IQ providing investment advisory services. In particular he provided research
and analysis in the U.S. aerospace and defense and industrial conglomerates sectors. From July 2002 through June 2012 he was a managing
director at Stephens Inc. providing investment research and analytical services in the U.S. aerospace and defenses sectors. Mr. Hugel
graduated from Lehigh University in 1993 with a Bachelor of Science in accounting. We believe Mr. Hugels expertise in manufacturing
in the aerospace industry and finance along with his extensive experience, qualifications, attributes and skills make him well qualified
to serve as a director of our Company.
28
**Michael E. Rosenfeld**has been a member of the Companys
Board of Directors since 2018. He is a co-founder, Principal, and Chief Operating Officer at Olive Tree Holdings, a real estate investment
firm headquartered in New York City specializing in the acquisition, management and transformation of multifamily communities across
dynamically growing markets within the U.S. To date, the firm has amassed a lifetime portfolio value of $2 billion and has acquired and
transformed over 17,000 units of workforce and affordable housing units across 9 states. During his tenure, the firm raised over $465
million of outside equity and was one of the fastest growing multifamily owners in the nation. Previously, Michael worked for 11 years
as the Chief of Staff to the Founder/Chairman of a private family investment office with a $360 million commercial real estate portfolio
comprised of over 1.5 million square feet from New York to Miami Beach. Mr. Rosenfeld received his Bachelor of Arts in Political Science
from Emory University in 2006, and his Master of Business Administration (MBA) in Corporate Finance from the New York University Stern
School of Business in 2016. We believe Mr. Rosenfelds expertise in finance and accounting along with his extensive experience,
qualifications, attributes and skills make him well qualified to serve as a director of our Company.
**John P. Spiezio,**appointed to the Board of Directors on August 1, 2023, has extensive
experience in the aerospace and defense industries. After studying Economics, Computer Science, and Mathematics at Marquette University,
he returned to New York and began his 33-year career as the third-generation leader at Hicksville Machine Works, Inc. (HMW),
a supplier to prime aerospace & defense contractors throughout North America and Europe as well as the Department of Defense directly.
Over that time he gained extensive experience in operations, business development, and governance of a business operating in this specialized
industry. After HMW was sold in 2019, Mr. Spiezio worked, from March 2019 to April 2021, for a private equity firm engaged in building
a vertically integrated company that could produce and supply entire integrated systems to the aerospace and defense industries. Mr. Spiezio
serves on the corporate boards of MicroMetl Corporation and GRC Reality. Mr. Spiezio is also currently the Chairman of ADDAPT, an industry
group focused on defense and aerospace suppliers based in New York State. Mr. Spiezio possesses significant expertise about the aerospace
and defense industries and the markets in which we compete and as a Board member will be able to provide us with the benefits of such
knowledge. In addition, his extensive executive leadership qualities and knowledge strengthens the Boards collective qualifications,
skills and experience.
**Brian J. Glenn.** Mr. Glenn was elected to the Board
of Directors of the Company in October 2023 to fill a newly created directorship previously authorized by the Board. Mr. Glenn will serve
an initial term expiring at the Companys next annual meeting to be held and until his successor has been duly elected and qualified.
Mr. Glenn currently serves as the Chief Investment Officer for Premier Path Wealth Partners, an independent SEC-registered investment
advisory firm in Madison, New Jersey. Premier Path Wealth Partners manages more than $1.0 billion in assets on behalf of business owners,
high net worth families, trusts, and charities. In 2018, Mr. Glenn founded Olcott Square Investment Partners, an investment firm with
a focus on companies that demonstrate durable advantages and secular growth prospects. From 2008 to 2018, Mr. Glenn worked at W.R. Huff
Asset Management, an investment firm that employed a rigorous, primary research process managing concentrated investment strategies across
the capital structure, where he helped steer investments in public equities, high-yield bonds, and leveraged loans. Mr. Glenn graduated
from the College of New Jersey with aBachelor of Science in Business Administration and earned his Master in Business Administration
from Massachusetts Institute of Technologys Sloan School of Management. Mr. Glenn holds the designation of Chartered Financial
Analyst and is a member of the CFA Society, New York. The Board has determined that Mr. Glenn is an independent director
in accordance with the listing standards of the OTC Pink Market. The Board appointed Mr. Glenn to the Audit Committee. He brings to our
Board his experience in the capital markets and his background adds an important capability to the Board, and strengthens the Boards
collective qualifications, skills, and experience.
**Compliance with Section 16(a) of the Exchange
Act**
Section 16(a) of the Exchange Act requires the Companys
directors and officers and persons who own, directly or indirectly, more than 10% of a registered class of the Companys common
stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.
29
Officers, directors and greater than 10% shareholders
are required to furnish the Company with copies of all Section 16(a) reports that they file. The Company believes that during the
fiscal year ended March 31, 2025, all reports for the Companys executive officers and directors that were required to be
filed under Section 16 of the Exchange Act were filed on a timely basis except in the initial Form 3 filed with respect to Mr.
Glenn, disclosure was not made with respect to the ownership of certain shares of common stock as follows: (i) 2,876 shares of
common stock over which he has sole voting power and sole investment power; (ii) 2,430 shares of common stock which he owns jointly
with his spouse over which he has shared voting and investment power; and (iii) 3,223 shares of common stock owned by unrelated
third parties over which he has sole investment power but no voting power. Transactions with respect to the foregoing shares
occurred prior to Mr. Glenn becoming a director of the Company. An appropriate Form 3 - Amendment to correct such administrative
oversight will be made.
**Director Independence; Meetings of Directors; Corporate
Governance; Committees of the Board**
Our Board of Directors currently consists of seven (7) individuals.
Six (6) of our directors are independent as defined in the Marketplace Rules of The NASDAQ Stock Market. During the fiscal
year ended March 31, 2025, our Board of Directors held six (6) meetings, the Audit Committee held five (5) meetings, and the Compensation
Committee met on three (3) occasions and took action by unanimous written consent on one (1) occasion.
****
During the fiscal year ended March 29, 2019, our Board of
Directors approved the formation of an audit committee and a compensation committee, and each committee would initially have three (3)
members consisting of independent directors. On October 11, 2023, the Board nominated the following directors to each such committee:
(i) Audit Committee Eric C. Hugel (Chair), John P. Spiezio and Brian J. Glenn; and (ii) Compensation Committee Gerald
Chafetz (Chair), Allen Gottlieb and Michael E. Rosenfeld. Each of these Board committees has a written charter approved by the Board
of Directors.
For the fiscal year ended March31, 2025, a general
description of the duties of the committees were as follows:
**
*Audit Committee.* Our Audit Committee acts to: (i)review
with management the finances, financial condition and interim financial statements of the Company; (ii)review with our independent
registered public accounting firm the quarterly and year-end financial statements; (iii)review implementation with the independent
registered public accounting firm and management any action recommended by the independent registered public accounting firm; and (iv)engage,
retain and terminate our independent registered public accounting firm. Mr. Hugel, the Chair of the Audit Committee was also designated
as our Audit Committee Financial Expert. On August 1, 2023, the Board appointed Mr. John P. Spiezio to its Audit Committee. On October
11, 2023, the Board appointed Mr. Glenn to the Audit Committee.
During the fiscal year ended March 31, 2025, all of the
members of our Audit Committee were independent within the definition of that term as provided by NASDAQ rules.
**
*Compensation Committee.* The Compensation Committee
acts to: (i) review, approve and administer compensation arrangements for our executive officers; (ii) administer our equity-based compensation
plans, (iii) establish and review general policies relating to the compensation and benefits of our executive officers and other personnel,
(iv) evaluate the relationship between executive officer compensation policies and practices and corporate risk management to confirm
those policies and practices do not incentivize excessive risk-taking, and (iv) evaluate and make recommendations to our Board of Directors
regarding the compensation of our non-employee directors.
*Security holder recommendations of director nominees.*The Board did not adopt any modifications to the procedures by which security holders may recommend nominees to its Board of Directors.
*Code of Ethics*. The Company has adopted a Code of
Ethics, which has been made available on its website https://www.iehcorp.com/ethics-code.
*Insider Trading Policies and Procedures.* The Company
has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of its securities by directors,
officers and employees or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and
regulations, and any listing standards applicable to the Company. A copy of such policies and procedures is filed hereto as Exhibit 19.1.
30
|
Item
11. |
Executive
Compensation | |
The following table sets forth below the summary compensation
paid or accrued by the Company during the fiscal years ended March 31, 2025 and March 31, 2024, respectively, for the Companys
Chief Executive Officer and Chief Financial Officer:
|
Name and Principal
Position | |
Year | | |
Salary
($) (1) | | |
Bonus
($) (2) | | |
Option Awards
($) | | |
All Other Compensation
($) | | |
Total
($) | | |
|
David Offerman | |
2025 | | |
| 491,745 | | |
| 50,000 | | |
| 141,500 | | |
| - | | |
| 683,245 | | |
|
Chief ExecutiveOfficer,President | |
2024 | | |
| 486,022 | | |
| - | | |
| - | | |
| - | | |
| 486,022 | | |
|
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Subrata
Purkayastha(3) | |
2025 | | |
| 250,000 | | |
| 30,000 | | |
| 41,700 | | |
| - | | |
| 321,700 | | |
|
Chief Financial Officer | |
2024 | | |
| 216,904 | | |
| - | | |
| 97,750 | | |
| - | | |
| 314,654 | | |
|
| |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
William
H. Craig(4) | |
2025 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
|
Chief Financial Officer | |
2024 | | |
| 30,877 | | |
| - | | |
| - | | |
| - | | |
| 30,877 | | |
|
(1) |
Amounts reported in this column reflect the base salaries
earned during the applicable year. | |
|
(2) |
Amounts reported in this column are related to the
Cash Bonus Plan that was adopted in 1987. | |
|
(3) |
Ms. Purkayastha was appointed to the position of Interim
Chief Financial Officer and Treasurer effective May 19, 2023 and promoted to permanent Chief Financial Officer and Treasurer effective
November 1, 2023. | |
|
(4) |
Mr. Craig resigned his employment with the Company,
effective May 17, 2023. His options expired unexercised. | |
****
**David Offerman Employment Agreement**
****
On December 24, 2024, the Company entered into a new employment
agreement with David Offerman, its Chief Executive Officer and President. The employment agreement with Mr. Offerman became effective
as of January 1, 2025, and will expire on December 31, 2029. Mr. Offermans prior employment agreement expired on December 31,
2024. A copy of the full text of Mr. Offermans new employment agreement was filed with the SEC on December 31, 2024 as Exhibit
10.1 to the Companys Current Report on Form 8-K, dated December 24, 2024. Under the new employment agreement, Mr. Offerman receives
an initial base salary of $491,745 per annum, subject to such increases, if any, as determined by the Board of Directors, or if the Board
so designates, the Compensation Committee of the Board. Mr. Offerman is also eligible to receive an annual cash 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 Board, or if
applicable, the Compensation Committee.
During the term of the employment agreement, Mr. Offerman
is also eligible to receive equity or performance awards pursuant to any long-term incentive compensation plan adopted by the Compensation
Committee.
In the event of the termination of Mr. Offermans
employment by us without cause or by him for good reason, as such terms are defined in the employment agreement,
he would be entitled to: (a) a severance payment of 36 months of base salary; (b) continued participation in our health and welfare plans
for up to 24 months; and (c) all accrued but unpaid compensation. Further, under the employment agreement, if within the three (3) year
period of a change in control (as defined in the employment agreement) either Mr. Offermans employment is terminated,
or his title, position or responsibilities are materially reduced and he terminates his employment, the Company shall pay and/or provide
to him substantially the same compensation and benefits as if his termination was without cause or for good reason,
subject to limitation to avoid the imposition of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the Code) if such payments would constitute an excess parachute payment as defined in Section 280G of the
Code. Pursuant to the employment agreement, Mr. Offerman is subject to customary confidentiality, non-solicitation of employees and non-competition
obligations that survive the termination of such agreement.
31
**Subrata Purkayastha Employment Agreement**
****
On October 26, 2023, the Company agreed to promote Subrata
Purkayastha from interim Chief Financial Officer to permanent Chief Financial Officer and to execute a new employment agreement effective
as of November 1, 2023. Her new employment agreement is substantially similar to her then existing employment agreement, dated as of
June 1, 2023 except as follows: (i) the term of the new employment agreement shall be for three years commencing November 1, 2023 and
expiring October 31, 2026; (ii) her initial annual salary shall be $250,000 subject to such increases, if any, as determined by the Board
of Directors, or if the Board so designates, the Compensation Committee of the Board.; and (iii) she is being granted 25,000 options
to purchase the Companys common stock at an exercise price of $8.00 per share.
She will also be eligible to receive a cash bonus and stock
option awards based on performance targets and other key objectives established by the Compensation Committee of the Board of Directors
of the Company. The employment agreement further provides for the payment of severance pay and continued participation in health and
welfare plans for up to 12 months in the case of termination without cause. Ms. Purkayastha is subject to customary confidentiality and
non-compete obligations that survive the termination of the agreement.
**Cash Bonus Plan**
In 1987, the Company adopted a cash bonus plan (the Cash
Bonus Plan) for non-union, management and administration staff. Unless otherwise approved by the Companys Compensation
Committee of the Board of Directors, contributions to the Cash Bonus Plan are made by the Company only when the Company is profitable
for the fiscal year. Bonus expense recorded for each of the years ended March 31, 2025 and 2024 was $386,570 and $203,175, respectively.
As of March 31, 2025, and 2024, the Companys accrued bonus was $330,000 and $150,000, respectively. The Company paid the bonus
amounts accrued as of March 31, 2025 and 2024 during June 2025 and June 2024, respectively.
**Stock Option Plans**
On November 18, 2020, the Board of Directors approved the
Companys 2020 Equity Based Compensation Plan (the 2020 Plan) for submission to shareholders at the 2020 annual meeting
of shareholders. On December 16, 2020, the Companys shareholders approved the adoption of the 2020 Plan, which provides for the
grant of stock options and restricted stock awards to purchase up to 750,000 shares of the Companys common stock to award in the
future as incentive compensation to employees, senior management and members of the Board of Directors of the Company.
Options granted to employees under the 2020 Plan may be
designated as options which qualify for incentive stock option treatment under Section 422A of the Internal Revenue Code, or options
which do not qualify (non-qualified stock options).
Under the 2020 Plan, the exercise price of an option designated
as an incentive stock option shall not be less than the fair market value of the Companys common stock on the day the option is
granted. In the event an option designated as an incentive stock option is granted to a ten percent (10%) or greater shareholder, such
exercise price shall be at least 110 percent (110%) of the fair market value of the Companys common stock and the option must
not be exercisable after the expiration of ten years from the day of the grant. The 2020 Plan also provides that holders of options that
wish to pay for the exercise price of their options with shares of the Companys common stock must have beneficially owned such
stock for at least six months prior to the exercise date.
****
Exercise prices of non-incentive stock options may not be
less than the fair market value of the Companys common stock. The aggregate fair market value of shares subject to options granted
to a participants(s), which are designated as incentive stock options, and which become exercisable in any calendar year, shall not exceed
$100,000.
On August 31, 2011, the Companys shareholder approved the adoption
of the Companys 2011 Equity Incentive Plan (2011 Plan) to provide for the grant of stock options and restricted stock
awards to purchase up to 750,000 shares of the Companys common stock to all employees, consultants and other eligible participants
including senior management and members of the Board of Directors of the Company. The 2011 Equity Incentive Plan expired on August 31,
2021 after which no further awards would be granted under such plan.
32
**Outstanding Equity Awards as of March 31, 2025**
The following table sets forth certain information regarding
outstanding equity awards granted to our named executive officers that remain outstanding as of March 31, 2025.
|
| |
Option Awards | | |
|
Name | |
Number of Securities Underlying
Unexercised Options Exercisable | | |
Number of Securities Underlying
Unexercised Options Un-exercisable | | |
Option Exercise Price | | |
Option Expiration Date | | |
|
David Offerman | |
| 46,217 | | |
| - | | |
$ | 6.00 | | |
| 7/1/2025 | | |
|
| |
| 225,000 | | |
| - | | |
| 20.00 | | |
| 7/29/2029 | | |
|
| |
| 25,000 | | |
| - | | |
| 10.75 | | |
| 12/24/2034 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
|
Subrata Purkayastha | |
| 10,000 | | |
| - | | |
| 12.25 | | |
| 11/1/2031 | | |
|
| |
| 25,000 | | |
| - | | |
| 8.00 | | |
| 10/26/2033 | | |
|
| |
| 15,000 | | |
| - | | |
| 5.65 | | |
| 4/26/2034 | | |
****
**Non-Employee Director Equity Awards**
The following table sets forth certain information regarding
outstanding equity awards granted to our non-employee directors that remain outstanding as of March 31, 2025.
|
| |
Option Awards | | |
|
Name | |
Number of Securities Underlying
Unexercised Options Exercisable | | |
Number of Securities Underlying
Unexercised Options Un-exercisable | | |
Option Exercise Price | | |
Option Expiration Date | | |
|
Allen Gottlieb | |
| 5,000 | | |
| - | | |
$ | 6.01 | | |
| 5/8/2033 | | |
|
Gerald E. Chafetz | |
| 4,000 | | |
| - | | |
| 6.00 | | |
| 7/1/2025 | | |
|
| |
| 5,000 | | |
| - | | |
| 6.01 | | |
| 5/8/2033 | | |
|
Eric C. Hugel | |
| 5,000 | | |
| - | | |
| 5.30 | | |
| 8/15/2026 | | |
|
| |
| 5,000 | | |
| - | | |
| 6.01 | | |
| 5/8/2033 | | |
|
Michael E. Rosenfeld | |
| 5,000 | | |
| - | | |
| 12.75 | | |
| 10/26/2028 | | |
|
| |
| 5,000 | | |
| - | | |
| 6.01 | | |
| 5/8/2033 | | |
|
John P. Spiezio | |
| 5,000 | | |
| - | | |
| 7.25 | | |
| 8/1/2033 | | |
|
Brian J. Glenn | |
| 5,000 | | |
| - | | |
| 8.00 | | |
| 10/11/2033 | | |
**Non-Employee Director Compensation**
The following table sets forth the compensation (cash and
equity) received by our non-employee directors during the fiscal year ended March 31, 2025.
|
Name | |
FeesEarnedor Paid
in Cash | | |
Option Awards | | |
Total | | |
|
Allen Gottlieb | |
$ | 15,000 | | |
$ | - | | |
$ | 15,000 | | |
|
Gerald E. Chafetz | |
| 17,500 | | |
| - | | |
| 17,500 | | |
|
Eric C. Hugel | |
| 17,500 | | |
| - | | |
| 17,500 | | |
|
Michael E. Rosenfeld | |
| 15,000 | | |
| - | | |
| 15,000 | | |
|
John P. Spiezio | |
| 15,000 | | |
| - | | |
| 15,000 | | |
|
Brian J. Glenn | |
| 15,000 | | |
| - | | |
| 15,000 | | |
Effective after March 31, 2023, non-executive directors
were compensated through an annual director fee of $10,000, payable quarterly. Each director shall also receive an annual fee of $5,000
for service on each committee, payable quarterly. The chairman of each committee shall receive an additional annual fee of $2,500, payable
quarterly.
33
|
Item 12. |
Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters | |
****
The following table sets forth certain information as of
June 12, 2025 with respect to: (i) the persons (including any group as that term is used in Section 13(d)(3) of the Exchange
Act), known by the Company to be the beneficial owner of more than five percent (5%) of any class of the Companys voting securities;
(ii) each Named Executive Officer and Director who owns common stock in the Company; and (iii) all Executive Officers and Directors as
a group. As of June 12, 2025, there were 2,390,251 shares of common stock issued and outstanding. The figures stated below are based
upon Schedule 13Ds, Schedule 13D/As, Form 3s and Form 4s filed with the SEC by the named persons.
We have determined beneficial ownership in accordance with
the rules of the SEC. Under these rules, beneficial ownership includes any shares of common stock as to which the individual or entity
has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity
and the percentage ownership of that person, shares of common stock subject to options held by such person that are currently exercisable
or will become exercisable within 60 days of June 12, 2025 are considered outstanding, although these shares are not considered outstanding
for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial
owner listed in the table below is c/o IEH Corporation, 140 58th Street, Brooklyn, NY 11220.
Each of the shareholders listed has sole voting and investment
power with respect to the shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where
applicable.
|
| |
Beneficial Ownership | | |
|
Beneficial Owner | |
Number of Shares | | |
Percentof Total | | |
|
Greater than 5% Stockholders | |
| | |
| | |
|
David Offerman(1) | |
| 686,317 | | |
| 25.5 | % | |
|
Gail Offerman(2) | |
| 499,606 | | |
| 20.9 | % | |
|
Zeff Capital LP(3) | |
| 232,862 | | |
| 9.7 | % | |
|
Intelligent Fanatics Capital Management LLC(4) | |
| 123,163 | | |
| 5.2 | % | |
|
Directors and Named Executive Officers | |
| | | |
| | | |
|
David Offerman(1) | |
| 686,317 | | |
| 25.5 | % | |
|
Subrata Purkayastha(5) | |
| 50,000 | | |
| 2.0 | % | |
|
Gerald E. Chafetz(6) | |
| 9,000 | | |
| * | | |
|
Allen Gottlieb(7) | |
| 5,000 | | |
| * | | |
|
Michael E. Rosenfeld(8) | |
| 10,000 | | |
| * | | |
|
Eric Hugel(9) | |
| 10,000 | | |
| * | | |
|
John P. Spiezio(10) | |
| 5,000 | | |
| * | | |
|
Brian J. Glenn (11) | |
| 13,529 | | |
| * | | |
|
All executive officers and directors as a group (8 persons) | |
| 788,846 | | |
| 28.4 | % | |
|
* | Denotes
ownership percentage of less than 1%. |
|
|
|
All |
shares set forth above are owned directly by the named individual unless
otherwise stated. The percentage ownership provided above is based upon 2,390,251 shares outstanding as of June 12, 2025. | |
|
(1) | Owns
vested options to purchase 296,217 shares of common stock. |
|
|
(2) | Based
on the Companys knowledge. The address of the principal business office of each of the reporting persons is 27110 Grand Central
Parkway, APT. 10-V, Floral Park, NY 11005. |
|
|
(3) | Based on a Schedule 13G dated January 4, 2022 filed by Zeff
Capital, LP, Zeff Holding Company, LLC and Daniel Zeff. Each reporting person has shared voting and dispositive power with respect to
232,862 shares of common stock. The address of the principal business office of each of the reporting persons is 400 S. McCadden Pl.,
Los Angeles, CA 90020. |
|
|
(4) | Based on a Schedule 13G dated March 31, 2025 filed by Intelligent
Fanatics Capital Management LLC, IFCM MicroCap Fund LP and Cassel Ian J. Each of the reporting persons has shared voting and dispositive
power over 123,163 shares of common stock. The address of the principal office of each of the reporting persons is 350 Rumford Road Lititz,
Pennsylvania 17543. |
|
|
(5) | Owns
vested options to purchase 50,000 shares of common stock. |
|
|
(6) | Owns
vested options to purchase 9,000 shares of common stock. |
|
|
(7) | Owns
vested options to purchase 5,000 shares of common stock. |
|
|
(8) | Owns
vested options to purchase 10,000 shares of common stock. |
|
|
(9) | Owns
vested options to purchase 10,000 shares of common stock. |
|
|
(10) | Owns
vested options to purchase 5,000 shares of common stock. |
|
|
(11) | Mr. Glenn has sole ownership of 2,430 shares of common stock
over which he has sole voting and investment power. Together with his spouse Mr. Glenn has shared voting power and shared investment
power over 2,876 shares of common stock. With respect to 3,223 shares of common stock Mr. Glen has no voting power but has sole investment
power. Mr. Glenn disclaims beneficial ownership of the foregoing 3,323 IEH shares of common stock. Mr. Glenn owns vested
options to purchase 5,000 shares of common stock. |
|
34
**EquityCompensationPlanInformation**
The following table provides information as of March 31,
2025, regarding shares of common stock that may be issued under the Companys equity compensation plans (the Equity Plan).
Information is included for both equity compensation plans approved by the Companys shareholders and not approved by the Companys
shareholders.
|
Plan Category | |
(a) Numberof securities to be issued upon exerciseof outstanding options, warrants and rights | | |
(b) Weighted- average exercise price of outstanding options, warrants andrights | | |
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | |
|
Equity compensation plans approved by security holders | |
| 564,217 | | |
$ | 12.78 | | |
| 565,000 | | |
|
Equity compensation plans not approved by security holders | |
| - | | |
| - | | |
| - | | |
|
Total | |
| 564,217 | | |
$ | 12.78 | | |
| 565,000 | | |
|
Item 13. |
Certain Relationships
and Related Transactions, and Director Independence | |
Other than the employment terms for its executive officers
as described elsewhere in this Form 10-K, and as described below, there have been no related party transactions that are required to
be disclosed pursuant to Item 404. Messrs. Gottlieb, Chafetz, Hugel, Rosenfeld, Spiezio, and Glenn are deemed independent directors of
the Company pursuant to the SEC rules and regulations.
|
Item 14. |
Principal Accountant
Fees and Services | |
On February 24, 2025, the Board of Directors engaged CBIZ
CPAs P.C. (CBIZ) (PCAOB ID: 199) as the independent auditor of IEH for the fiscal year ended March 31, 2025.
*Audit Fees*. During the fiscal years ended March 31,
2025 and 2024, IEH audit fees were $372,045 and $386,000, respectively to CBIZ for fees related to the audit of the Companys financial
statements.
*Audit Related Fees.*During the fiscal years ended
March 31, 2025 and 2024, respectively, $0 and $0 were paid.
**
*Tax Fees*. During the fiscal years ended March 31,
2025 and 2024, $15,965 and $26,033 were paid for tax related services, respectively.
*All Other Fees.* During the fiscal years ended March
31, 2025 and 2024, respectively, IEH did not pay any other fees for services to its independent auditor.
The Board of Directors has determined that the services
provided by CBIZ and the fees paid to it for such services during the fiscal years ended March 31, 2025 and 2024, have not compromised
the independence of CBIZ and has been approved by the Audit Committee.
35
**IEH CORPORATION**
**PART IV**
****
|
Item 15. |
Exhibits and Financial
Statement Schedules. | |
|
|
(a) |
Documents filed as part of this report. | |
|
|
1. |
The following financial statements of IEH Corporation
and Report of Independent Registered Accounting Firm, are included in this report: | |
|
|
Page
Number | |
|
Independent Auditors Report CBIZ CPAs P.C. (PCAOB ID: 199) |
F-2 | |
|
Independent Auditors Report Marcum LLP (PCAOB ID: 688) |
F-3 | |
|
Balance Sheets |
F-5 | |
|
Statements of Operations |
F-6 | |
|
Statements of Changes in Stockholders Equity |
F-7 | |
|
Statements of Cash Flows |
F-8 | |
|
Notes to Financial Statements |
F-9 | |
|
|
2. |
List of financial statement schedules: | |
All schedules have been omitted because they are not applicable
or the required information is shown in the financial statements or notes thereto.
|
|
3. |
List of Exhibits required by Item 601 of Regulation
S-K. See part (b) below. | |
36
(b) Exhibits
The exhibits filed as part
of this annual Report on Form 10-K are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
**EXHIBIT INDEX**
|
Exhibit
No. |
|
Description | |
|
|
|
| |
|
3.1 |
|
Amended and Restated Certificate of Incorporation of
the Company (filed as Exhibit C-4 to Current Report on Form 8-K, dated February 27, 1991). | |
|
|
|
| |
|
3.2 |
|
By-Laws of the Company (filed as Exhibit 3.2 on Annual
Report on Form 10-KSB for the fiscal year ended March 27, 1994). | |
|
|
|
| |
|
4.1 |
|
Form of Common Stock Certificate of the Company (filed
as Exhibit 4.1 on Annual Report on Form 10-KSB for the fiscal year ended March 27, 1994). | |
|
|
|
| |
|
4.2 |
|
Description of Securities (filed as Exhibit 4.2 on Annual Report on Form 10-K for the fiscal year ended March 31, 2022). | |
|
|
|
| |
|
10.1() |
|
2011 Equity Incentive Plan (filed as Exhibit A to definitive Proxy Statement dated August 31, 2011). | |
|
|
|
| |
|
10.2() |
|
2020 Equity Stock Based Compensation Plan (filed as Annex A to definitive Proxy Statement dated November 23, 2020). | |
|
|
|
| |
|
10.3() |
|
Employment
Agreement between the Company and Subrata Purkayastha dated as of November 1, 2023 and effective as of November 1, 2023 (filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 7, 2023 and incorporated by reference
herein). | |
|
|
|
| |
|
10.4() |
|
Employment Agreement between the Company and David Offerman dated as of December 24, 2024 and effective as of January 1, 2025 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 31, 2024 and incorporated by reference herein). | |
|
|
|
| |
|
19.1* |
|
Insider trading policies and procedures | |
|
|
|
| |
|
21* |
|
Subsidiaries of the Company | |
|
|
|
| |
|
23.1* |
|
Consent of CBIZ CPAs P.C. | |
|
|
|
| |
|
23.2* |
|
Consent of Marcum LLP | |
|
|
|
| |
|
31.1* |
|
Certification of Chief Executive Officer pursuant to Section 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
37
|
31.2* |
|
Certification of Principal Financial Officer pursuant to Section 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| |
|
32.1** |
|
Certifications by Chief Executive Officer and Principal Financial Officer, pursuant to 17 CFR 240.13a-14(b) or 17 CFR 240.15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
|
|
| |
|
101.1* |
|
The following information from IEH Corporations Annual Report
on Form 10-K for the fiscal year ended March 31, 2025, formatted in Inline XBRL (Extensible Business Reporting language) and filed electronically
herewith: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Stockholders Equity; (iv) the Statements
of Cash Flow; and (v) the Notes to Financial Statements. | |
|
|
|
| |
|
101.INS* |
|
Interactive Data Files pursuant to Rule 405 of Regulation
S-T formatted in Inline Extensible Business Reporting Language (Inline XBRL) | |
|
|
|
| |
|
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document | |
|
|
|
| |
|
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase
Document | |
|
|
|
| |
|
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase
Document | |
|
|
|
| |
|
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document | |
|
|
|
| |
|
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase
Document | |
|
|
|
| |
|
104 |
|
Cover Page Interactive Data File (formatted in Inline
XBRL and contained in Exhibit 101) | |
|
* |
Exhibits filed herewith. | |
|
** |
Exhibits furnished herewith. | |
|
|
Indicates management contract
or compensatory plan or arrangement. | |
|
Item 16. |
Form 10-K Summary. | |
None.
38
**IEH CORPORATION**
**SIGNATURES**
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, IEH Corporation has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
IEH CORPORATION | |
|
|
|
| |
|
|
By: |
/s/ David
Offerman | |
|
|
|
David Offerman | |
|
|
|
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer) | |
Dated: June 12, 2025
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
|
/s/
David Offerman |
|
June 12, 2025 | |
|
David Offerman, |
|
| |
|
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer) |
|
| |
|
|
|
| |
|
/s/ Subrata
Purkayastha |
|
June 12, 2025 | |
|
Subrata Purkayastha, |
|
| |
|
Chief Financial Officer
(Principal Financial Officer) |
|
| |
|
|
|
| |
|
/s/ Allen
Gottlieb |
|
June 12, 2025 | |
|
Allen Gottlieb, Director |
|
| |
|
|
|
| |
|
/s/ Gerald
E. Chafetz |
|
June 12, 2025 | |
|
Gerald E. Chafetz, Director |
|
| |
|
|
|
| |
|
/s/ Eric C.
Hugel |
|
June 12, 2025 | |
|
Eric C. Hugel, Director |
|
| |
|
|
|
| |
|
/s/ Michael
E. Rosenfeld |
|
June 12, 2025 | |
|
Michael E. Rosenfeld, Director |
|
| |
|
|
|
| |
|
/s/ John P.
Spiezio |
|
June 12, 2025 | |
|
John P. Spiezio, Director |
|
| |
|
|
|
| |
|
/s/ Brian
J. Glenn |
|
June 12, 2025 | |
|
Brian J. Glenn, Director |
|
| |
|
|
|
| |
39
**IEH CORPORATION**
**Index to Financial Statements**
| | | Page | |
| | | Number | |
| Independent Auditors Report CBIZ CPAs P.C. (PCAOB ID: 199) | | F-2 | |
| | | | |
| Independent Auditors Report Marcum LLP (PCAOB ID: 688) | | F-3 | |
| | | | |
| Balance Sheets | | F-5 | |
| | | | |
| Statements of Operations | | F-6 | |
| | | | |
| Statements of Changes in Stockholders Equity | | F-7 | |
| | | | |
| Statements of Cash Flows | | F-8 | |
| | | | |
| Notes to Financial Statements | | F-9 | |
F-1
**Report of Independent Registered Public Accounting
Firm**
****
To the Shareholders and Board of Directors of
IEH Corporation
**Opinion on the Financial Statements**
We have audited the accompanying balance sheet of IEH Corporation (the
Company) as of March 31, 2025, and the related statements of operations, changes in stockholders equity and cash
flows for the year ended March 31, 2025, and the related notes (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31,
2025, and the results of its operations and its cash flows for the year ended March 31, 2025, in conformity with accounting principles
generally accepted in the United States of America.
**Basis for Opinion**
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
**Critical Audit Matters**
Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. We determined that there are no critical audit matters.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Companys auditor since 2019.
New York, NY
June 12, 2025
F-2
**Report of Independent Registered Public Accounting
Firm**
****
To the Shareholders and Board of Directors of
IEH Corporation
**Opinion on the Financial Statements**
We have audited the accompanying balance sheet of IEH Corporation
(the Company) as of March 31, 2024, and the related statements of operations, changes in stockholders equity and
cash flows for the year ended March 31, 2024, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March
31, 2024, and the results of its operations and its cash flows for the year ended March 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.
**Basis for Opinion**
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
**Critical Audit Matters**
The critical audit matters communicated below are matters arising
from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
F-3
Valuation of Inventories
We identified inventory valuation as a critical audit matter. The
principal consideration for our determination that the valuation of inventory is a critical audit matter is because of the significance
of the balance sheet item, the significant assumptions management makes with regards to its valuation of inventory and the high degree
of subjective auditor judgment associated with evaluating managements determination of the value of inventory.
To address the matter, it involved performing procedures and evaluating
audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our procedures related to the
valuation of inventory included, among others:
|
| We
obtained an understanding and evaluated the design of the internal controls over managements
valuation of inventory. | |
|
| We
evaluated the significant assumptions stated above and the completeness and accuracy of the
underlying data used in managements costing and valuation. | |
|
| We
obtained from management the master schedule of inventory values with adjustments from raw
materials, work in process, and finished goods; the schedule for calculation of manufacturing
overhead; and the analysis of inventory reserve. | |
|
o | We assessed the qualifications and competence of management; and | |
|
o | We evaluated the methodologies used to determine the reasonableness
and accuracy of adjustments, overhead rates, and allowance for obsolete inventory. | |
|
| We
tested the pricing used to determine the average costs of raw materials and supplies, the
net realizable value of finished goods and work in process, and the estimates of which materials
may be obsolete. | |
|
| We
assessed the reasonableness of the schedules of managements estimates by inquiring
with management to understand the analysis of inventoried raw material parts as applied to
quantities and costs for each of the periods presented. | |
|
| We
evaluated managements provision for slow-moving and obsolete inventory calculation,
by reviewing inputs, including historical sales activity versus on-hand inventory levels,
we reviewed current selling prices versus current cost. | |
/s/ Marcum LLP
Marcum LLP
We have served as the Companys auditor since 2019 through 2025.
New York, NY
June 14, 2024
F-4
**IEH CORPORATION**
**BALANCE SHEETS**
|
| |
As of March 31, | | |
|
| |
2025 | | |
2024 | | |
|
Assets | |
| | |
| | |
|
Current assets: | |
| | |
| | |
|
Cash and cash equivalents | |
$ | 10,539,828 | | |
$ | 6,139,823 | | |
|
Accounts receivable, net | |
| 3,210,840 | | |
| 3,907,997 | | |
|
Inventories, net | |
| 7,265,347 | | |
| 8,731,618 | | |
|
Corporate income taxes receivable | |
| 813,413 | | |
| 2,199,174 | | |
|
Prepaid expenses and other current
assets | |
| 201,160 | | |
| 193,718 | | |
|
Total current assets | |
| 22,030,588 | | |
| 21,172,330 | | |
|
| |
| | | |
| | | |
|
Non-current assets: | |
| | | |
| | | |
|
Property, plant and equipment, net | |
| 3,128,177 | | |
| 3,340,615 | | |
|
Operating lease right-of-use assets | |
| 1,967,752 | | |
| 2,324,753 | | |
|
Security deposit | |
| 75,756 | | |
| 75,756 | | |
|
Total assets | |
$ | 27,202,273 | | |
$ | 26,913,454 | | |
|
| |
| | | |
| | | |
|
Liabilities and Stockholders
Equity | |
| | | |
| | | |
|
Current liabilities: | |
| | | |
| | | |
|
Accounts payable | |
$ | 876,730 | | |
$ | 781,082 | | |
|
Customer advance payments | |
| 173,074 | | |
| 882,525 | | |
|
Operating lease liabilities | |
| 395,325 | | |
| 351,804 | | |
|
Other current liabilities | |
| 801,245 | | |
| 861,208 | | |
|
Total current liabilities | |
| 2,246,374 | | |
| 2,876,619 | | |
|
| |
| | | |
| | | |
|
Operating lease liabilities, non-current | |
| 1,841,993 | | |
| 2,237,317 | | |
|
Total liabilities | |
| 4,088,367 | | |
| 5,113,936 | | |
|
| |
| | | |
| | | |
|
Commitments and Contingencies (Note
10) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Stockholders Equity | |
| | | |
| | | |
|
Common Stock, $0.01 par value; 10,000,000 shares authorized; 2,388,251 and 2,380,251 shares issued and outstanding at March 31, 2025 and March 31, 2024, respectively | |
| 23,883 | | |
| 23,803 | | |
|
Additional paid-in capital | |
| 8,281,344 | | |
| 7,966,074 | | |
|
Retained earnings | |
| 14,808,679 | | |
| 13,809,641 | | |
|
Total Stockholders Equity | |
| 23,113,906 | | |
| 21,799,518 | | |
|
Total Liabilities
and Stockholders Equity | |
$ | 27,202,273 | | |
$ | 26,913,454 | | |
The accompanying notes are an integral part of
these financial statements.
F-5
**IEH CORPORATION**
**STATEMENTS OF OPERATIONS**
|
| |
FortheFiscalYearsEnded
March31, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
Revenue | |
$ | 28,783,861 | | |
$ | 21,524,544 | | |
|
| |
| | | |
| | | |
|
Costs and expenses: | |
| | | |
| | | |
|
Cost of products sold | |
| 21,309,983 | | |
| 18,257,621 | | |
|
Selling, general and administrative | |
| 6,154,214 | | |
| 6,156,191 | | |
|
Depreciation and amortization | |
| 744,802 | | |
| 871,619 | | |
|
Total operating expenses | |
| 28,208,999 | | |
| 25,285,431 | | |
|
| |
| | | |
| | | |
|
Operating income (loss) | |
| 574,862 | | |
| (3,760,887 | ) | |
|
| |
| | | |
| | | |
|
Other income (expense): | |
| | | |
| | | |
|
Interest income (expense), net | |
| 425,291 | | |
| 126,694 | | |
|
Total other income (expense), net | |
| 425,291 | | |
| 126,694 | | |
|
| |
| | | |
| | | |
|
Income (loss) before (provision for) benefit from income taxes | |
| 1,000,153 | | |
| (3,634,193 | ) | |
|
(Provision for) benefit from income taxes | |
| (1,115 | ) | |
| 717,291 | | |
|
Net income (loss) | |
$ | 999,038 | | |
$ | (2,916,902 | ) | |
|
| |
| | | |
| | | |
|
Net earnings (loss) per common share | |
| | | |
| | | |
|
Basic | |
$ | 0.42 | | |
$ | (1.23 | ) | |
|
Diluted | |
$ | 0.41 | | |
$ | (1.23 | ) | |
|
| |
| | | |
| | | |
|
Weighted-average number of common and common equivalent shares: | |
| | | |
| | | |
|
Basic | |
| 2,381,824 | | |
| 2,375,342 | | |
|
Diluted | |
| 2,443,255 | | |
| 2,375,342 | | |
The accompanying notes are an integral part of
these financial statements.
F-6
**IEH CORPORATION**
**STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY**
|
| |
Common Stock | | |
Additional Paid-in | | |
Retained | | |
Total Stockholders | | |
|
| |
Shares | | |
Amount | | |
Capital | | |
Earnings | | |
Equity | | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
| |
| | |
| | |
| | |
| | |
| | |
|
Balances at March 31, 2023 | |
| 2,370,251 | | |
$ | 23,703 | | |
$ | 7,566,324 | | |
$ | 16,726,543 | | |
$ | 24,316,570 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Exercise of stock options | |
| 10,000 | | |
| 100 | | |
| 56,450 | | |
| - | | |
| 56,550 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Stock-based compensation | |
| - | | |
| - | | |
| 343,300 | | |
| - | | |
| 343,300 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net loss | |
| - | | |
| - | | |
| - | | |
| (2,916,902 | ) | |
| (2,916,902 | ) | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balances at March 31, 2024 | |
| 2,380,251 | | |
$ | 23,803 | | |
$ | 7,966,074 | | |
$ | 13,809,641 | | |
$ | 21,799,518 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Exercise of stock options | |
| 8,000 | | |
| 80 | | |
| 48,670 | | |
| - | | |
| 48,750 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Stock-based compensation | |
| - | | |
| - | | |
| 266,600 | | |
| - | | |
| 266,600 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net income | |
| - | | |
| - | | |
| - | | |
| 999,038 | | |
| 999,038 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Balances at March 31, 2025 | |
| 2,388,251 | | |
$ | 23,883 | | |
$ | 8,281,344 | | |
$ | 14,808,679 | | |
$ | 23,113,906 | | |
The accompanying notes are an integral part of
these financial statements.
F-7
**IEH CORPORATION**
**STATEMENTS OF CASH FLOWS**
****
|
| |
For the Fiscal Years Ended March
31, | | |
|
| |
2025 | | |
2024 | | |
|
Cash flows from operating activities: | |
| | |
| | |
|
Net income (loss) | |
$ | 999,038 | | |
$ | (2,916,902 | ) | |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | | |
| | | |
|
Depreciation and amortization | |
| 744,802 | | |
| 871,619 | | |
|
Stock-based compensation expense | |
| 266,600 | | |
| 343,300 | | |
|
Inventory obsolescence provision | |
| (62,904 | ) | |
| 340,402 | | |
|
Operating lease right-of-use assets | |
| 502,877 | | |
| 502,876 | | |
|
| |
| | | |
| | | |
|
Changes in assets and liabilities: | |
| | | |
| | | |
|
Accounts receivable | |
| 697,157 | | |
| (927,795 | ) | |
|
Inventories | |
| 1,529,175 | | |
| 374,372 | | |
|
Corporate income taxes receivable | |
| 1,385,761 | | |
| (475,701 | ) | |
|
Prepaid expenses and other current assets | |
| (7,442 | ) | |
| (91,201 | ) | |
|
Accounts payable | |
| 95,648 | | |
| (272,996 | ) | |
|
Customer advance payments | |
| (709,451 | ) | |
| 861,886 | | |
|
Operating lease liabilities | |
| (497,679 | ) | |
| (483,184 | ) | |
|
Other current liabilities | |
| (59,963 | ) | |
| (40,941 | ) | |
|
Net cash provided by (used in) operating activities | |
| 4,883,619 | | |
| (1,914,265 | ) | |
|
| |
| | | |
| | | |
|
Cash flows from investing activities: | |
| | | |
| | | |
|
Acquisition of property, plant and equipment | |
| (532,364 | ) | |
| (347,168 | ) | |
|
Net cash used in investing activities | |
| (532,364 | ) | |
| (347,168 | ) | |
|
| |
| | | |
| | | |
|
Cash flows from financing activities: | |
| | | |
| | | |
|
Proceeds from exercise of stock options | |
| 48,750 | | |
| 56,550 | | |
|
Net cash provided by financing activities | |
| 48,750 | | |
| 56,550 | | |
|
| |
| | | |
| | | |
|
Net increase (decrease) in cash and cash equivalents | |
| 4,400,005 | | |
| (2,204,883 | ) | |
|
Cash and cash equivalents - beginning of fiscal year | |
| 6,139,823 | | |
| 8,344,706 | | |
|
Cash and cash equivalents - end of fiscal year | |
$ | 10,539,828 | | |
$ | 6,139,823 | | |
|
| |
| | | |
| | | |
|
Supplemental disclosures of cash flow information: | |
| | | |
| | | |
|
Cash paid during the year for: | |
| | | |
| | | |
|
Interest | |
$ | - | | |
$ | 216 | | |
|
Income Taxes | |
$ | 99,269 | | |
$ | 3,090 | | |
The accompanying notes are an integral part of
these financial statements.
F-8
**IEH CORPORATION
Notes to Financial Statements**
|
Note 1 |
DESCRIPTION OF BUSINESS: | |
**Overview:**
IEH Corporation (hereinafter referred to as IEH
or the Company) began operations in New York, New York in 1941 and was incorporated as a New York corporation in March,
1943, when Louis Offerman founded L. Offerman Tool & Die with his two sons, Bernard and Seymour.
The Company designs and manufactures Hyperboloid connectors
that not only accommodate, but exceed military and aerospace specification standards.
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
****
**Revenue Recognition:**
The core principle underlying Accounting Standards Codification
(ASC) ASC Topic 606 Revenue from Contracts with Customers (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 to in exchange for those goods or services. ASC 606 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 recognizes revenue and the related cost of products
sold when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods.
In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement
exists, there is a fixed price, and collectability is reasonably assured.
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 Companys 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 provide a replacement at its own cost. Historically,
returns and repairs have not been material.
F-9
**IEH CORPORATION
Notes to Financial Statements**
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): | |
**Revenue Recognition, continued**
The Companys disaggregated revenue by geographical
location is as follows:
|
| |
FortheFiscalYearsEnded
March31, | | |
|
| |
2025 | | |
2024 | | |
|
Domestic | |
$ | 27,138,838 | | |
$ | 19,694,271 | | |
|
International | |
| 1,645,023 | | |
| 1,830,273 | | |
|
Total | |
$ | 28,783,861 | | |
$ | 21,524,544 | | |
Approximately 8.0% and 19.4% of the international net revenues
for fiscal years ended March 31, 2025 and 2024, respectively, represent sales to customers located in China.
The Companys disaggregated revenue by industry as
a percentage of total revenue is provided below:
|
| |
FortheFiscalYearsEnded
March31, | | |
|
| |
2025 | | |
2024 | | |
|
Industry | |
% | | |
% | | |
|
Defense | |
| 65.7 | | |
| 60.6 | | |
|
Commercial Aerospace | |
| 19.9 | | |
| 27.3 | | |
|
Space | |
| 10.6 | | |
| 7.8 | | |
|
Other | |
| 3.8 | | |
| 4.3 | | |
|
| |
| 100.0 | | |
| 100.0 | | |
**Cash and Cash Equivalents:**
Cash and cash equivalents represent cash and highly liquid
investments with original maturities of three months or less. The Company places its cash and cash equivalents with high credit quality
financial institutions that may exceed federally insured amounts at times. As of March 31, 2025 and 2024, the Company had cash equivalents
of $0 and $3,500,000, respectively.
**Inventories:**
Inventories are comprised of raw materials, work-in-process
and finished goods, and are stated at cost, on an average basis, which does not exceed net realizable value. The Company manufactures
products pursuant to specific technical and contractual requirements.
The Company 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 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 Companys allowance for obsolete inventory was $710,498 and $773,402 as of March 31, 2025 and 2024, respectively,
and was reflected as a reduction of inventory.
F-10
**IEH CORPORATION
Notes to Financial Statements**
****
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): | |
****
**Concentration of Credit Risk:**
Financial instruments which potentially subject the Company
to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
At times, the Companys cash in banks was in excess
of the Federal Deposit Insurance Corporation insurance limits. The Company has not experienced any loss as a result of these deposits.
The Companys accounts receivable are derived from revenue earned from customers or invoices billed to customers that represent
unconditional rights to payment. Our customers are located within the U.S. and internationally. The Company believes there is no material
exposure to any significant credit risks related to its accounts receivable and has not experienced any material losses in such accounts.
****
**Property, Plant and Equipment:**
Property, plant and equipment are stated at cost less accumulated
depreciation and amortization. The Company provides for depreciation and amortization on a straight-line basis over the estimated useful
lives (57 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 account. Any gain or loss thereon is either credited or charged
to operations.
****
**Income Taxes:**
****
The Companys current provision for income taxes is
based upon its estimated taxable income in each of the jurisdictions in which it operates, after considering the impact on taxable income
of temporary and permanent differences resulting from different treatment of items for tax and financial reporting purposes. Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss or tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those
temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that
it is more likely than not that some portion of the deferred tax assets will not be realized, a valuation allowance against the deferred
tax assets would be established in the period such determination was made.
F-11
**IEH CORPORATION
Notes to Financial Statements**
****
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): | |
****
**Uncertain Tax Positions:**
Tax benefits are recognized only for tax positions that are more likely
than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that
is greater than 50 percent likely to be realized upon settlement. A liability for unrecognized tax benefits is recorded for any tax benefits
claimed in the Companys tax returns that do not meet these recognition and measurement standards. The Companys policy is
to record expense in the statement of operations.
****
**Net Income (Loss) 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 net income (loss) per common share is computed by dividing net income (loss) by the weighted average number
of common shares outstanding for the reporting period. Diluted net income (loss) per common share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive).
Basic and diluted net income (loss) per common share is
calculated as follows:
|
| |
FortheFiscalYearsEnded
March31, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
Net income (loss) | |
$ | 999,038 | | |
$ | (2,916,902 | ) | |
|
| |
| | | |
| | | |
|
Net income (loss) per common share: | |
| | | |
| | | |
|
Basic | |
$ | 0.42 | | |
$ | (1.23 | ) | |
|
Diluted | |
$ | 0.41 | | |
$ | (1.23 | ) | |
|
| |
| | | |
| | | |
|
Weighted average number of common shares outstanding basic | |
| 2,381,824 | | |
| 2,375,342 | | |
|
Dilutive effect of options to the
extent that such options are determined to be in the money for the period | |
| 61,431 | | |
| - | | |
|
Weighted average number of common shares outstanding
fully diluted | |
| 2,443,255 | | |
| 2,375,342 | | |
Potentially dilutive securities outlined in the table below
have been excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
|
| |
FortheFiscalYearsEnded March31, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | | |
| | | |
|
Potentially dilutive options to purchase common shares | |
| 313,204 | | |
| 502,217 | | |
F-12
**IEH CORPORATION
Notes to Financial Statements**
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): | |
**Fair Value of Financial Instruments:**
The carrying value of the Companys financial instruments,
consisting of accounts receivable and accounts payable, approximate their fair value due to the relatively short maturity of these instruments.
The Company is exposed to credit risk through its cash but mitigates this risk by keeping these deposits at major financial institutions.
ASC Topic 820, Fair Value Measurements and Disclosures,
provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).
Fair value is defined as an exit price, representing the
amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants.
Fair value is a market-based measurement that is determined
based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to
prioritize the inputs in measuring fair value as follows:
Level 1 - Quoted prices in active markets for identical
assets or liabilities.
Level 2 - Quoted prices for similar assets or liabilities
in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that
are observable, either directly or indirectly.
Level 3 - Significant unobservable inputs that cannot be
corroborated by market data and inputs that are derived principally from or corroborated by observable market data or correlation by
other means.
****
**Use of Estimates:**
The preparation of financial statements in conformity with
U.S. 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, the fair value of stock-based instruments, the calculation of inventory
obsolescence, as well as determining the amount of the valuation allowance for deferred income tax assets, net. Actual amounts could
differ from those estimates.
F-13
**IEH CORPORATION
Notes to Financial Statements**
****
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): | |
****
**Segment Information:**
The Company identifies its operating segments in accordance
with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) Topic 280, Segment
Reporting. Operating segments are defined as components of an enterprise about which separate discrete financial information is
available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in
assessing performance. The Companys chief operating decision maker (CODM), its Chief Executive Officer, manages
the Companys operations on a combined basis for the purposes of allocating resources. Accordingly, the Company has determined
it operates and manages its business in a single reportable operating segment.
The Companys CODM reviews the segment net income
(loss) that also is reported on the income statement as net income (loss) on a monthly basis, and reviews revenues by industry on a quarterly
basis. The measure of segment assets is reported on the balance sheet as total assets.
**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 fiscal years ended March 31, 2025 and 2024, respectively.
****
**Stock-Based Compensation:**
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 the Black-Scholes valuation
model. The fair value of any other stock awards is generally the market price of the Companys common stock on the date of the
grant.
Fair value of the stock options granted during the fiscal
years ended March 31, 2025 and 2024 were determined using the assumptions provided below.
| | | FortheFiscalYearsEnded March31, | | |
| | | 2025 | | | 2024 | | |
| Weighted average stock price | | $ | 7.47 | | | $ | 7.07 | | |
| Expected life (in years) | | | 5.0 | | | | 5.0 | | |
| Expected volatility | | | 52.3 | % | | | 54.5 | % | |
| Dividend yield | | | - | % | | | - | % | |
| Weighted average risk-free interest rate, per annum | | | 4.6 | % | | | 4.1 | % | |
****
**Reclassification:**
****
Certain amounts included in accounts receivable, net in
the prior years financial statements have been reclassified to prepaid expenses and other current assets to conform to the current
period presentation for comparative purposes.
****
F-14
****
**IEH CORPORATION
Notes to Financial Statements**
|
Note 2 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued): | |
****
**Recent Accounting Standard Adopted**:
In November 2023, the FASB issued Accounting Standards Update
(ASU) 2023-07 Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable
segments in annual and interim financial statements, including additional, more detailed information about a reportable segments
expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company adopted ASU 2023-07 for the year ended March 31, 2025 retrospectively to all periods presented in
the financial statement. The adoption of this ASU had no impact on reportable segments identified and had no effect on the Companys
financial position, results of operations, or cash flows. Additional required disclosure has been included within Note 2 Summary
of Significant Accounting Policies, under subsection Segment Information.
**Recent Accounting Standard Not Yet Adopted:**
In December 2023, the Financial Accounting Standards Board
issued Accounting Standards Update (ASU) 2023-09 Improvements to Income Tax Disclosures, which enhances the transparency
and decision usefulness of income tax disclosures. The standard is effective for public companies for annual periods beginning after
December 15, 2024. Early adoption is available. The Company is still evaluating the full extent of the potential impact of the adoption
of ASU 2023-09, but believes it will not have a material impact on its financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income
StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses (ASU 2024-03). This ASU requires disclosures about specific types of expenses included in the expense captions
presented on the face of the statement of operations as well as disclosures about selling expenses. The standard is effective for annual
reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The requirements
will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will evaluate the
full extent of the adoption of ASU 2024-03, but believes it will not have a material impact on its consolidated financial statements
and disclosures.
**Subsequent Events:**
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were available to be issued. The Company did
not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
|
Note 3 |
INVENTORIES: | |
Inventories are comprised of the following:
|
| |
As of March 31, | | |
|
| |
2025 | | |
2024 | | |
|
Raw materials | |
$ | 6,436,909 | | |
$ | 7,808,768 | | |
|
Work in progress | |
| 989,172 | | |
| 1,372,041 | | |
|
Finished goods | |
| 549,764 | | |
| 324,211 | | |
|
Allowance for obsolete inventory | |
| (710,498 | ) | |
| (773,402 | ) | |
|
| |
$ | 7,265,347 | | |
$ | 8,731,618 | | |
|
Note 4 |
PROPERTY, PLANT AND EQUIPMENT: | |
Property, plant and equipment are as follows:
|
| |
As of March 31, | | |
|
| |
2025 | | |
2024 | | |
|
Computers | |
$ | 697,206 | | |
$ | 668,558 | | |
|
Leasehold improvements | |
| 2,940,271 | | |
| 2,938,171 | | |
|
Machinery and equipment | |
| 8,534,831 | | |
| 8,128,945 | | |
|
Tools and dies | |
| 5,529,923 | | |
| 5,436,350 | | |
|
Furniture and fixtures | |
| 372,917 | | |
| 370,760 | | |
|
Website development cost | |
| 9,785 | | |
| 9,785 | | |
|
| |
$ | 18,084,933 | | |
$ | 17,552,569 | | |
|
| |
| | | |
| | | |
|
Less: accumulated depreciation and amortization | |
| (14,956,756 | ) | |
| (14,211,954 | ) | |
|
Property, plant and equipment, net | |
$ | 3,128,177 | | |
$ | 3,340,615 | | |
Depreciation and amortization expense for the fiscal years
ended March 31, 2025 and 2024 was $744,802 and $871,619, respectively.
F-15
**IEH CORPORATION
Notes to Financial Statements**
|
Note 5 |
OTHER CURRENT LIABILITIES: | |
Other current liabilities are comprised of the following:
|
| |
As of March 31, | | |
|
| |
2025 | | |
2024 | | |
|
Payroll and vacation accruals | |
$ | 687,961 | | |
$ | 731,642 | | |
|
Sales commissions | |
| 29,604 | | |
| 39,720 | | |
|
Other current liabilities | |
| 83,680 | | |
| 89,846 | | |
|
| |
$ | 801,245 | | |
$ | 861,208 | | |
|
Note 6 |
LEASES: | |
Under ASC Topic 842, LessorsLeases with Variable
Lease Payments, lease expense is recognized as a single lease cost on a straight-line basis over the lease term. The lease term
consists of non-cancelable periods and may include options to extend or terminate the lease term, when it is reasonably certain such
options will be exercised.
The Company enters into contracts in the normal course of
business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if
it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases
as operating or financing in nature and records the associated lease liability and right-of-use asset on its balance sheet. The lease
liability represents the present value of future lease payments, net of lease incentives, discounted using an incremental borrowing rate,
which is a management estimate based on the information available at the commencement date of a lease arrangement. With respect to operating
lease arrangements, the Company accounts for lease components, and non-lease components that are fixed, as a single lease component.
Non-lease components that are variable are expensed as incurred as in the statement of operations. The Company recognizes costs associated
with lease arrangements having an initial term of 12 months or less (short-term leases) on a straight-line basis over the
lease term; such short-term leases are not recorded on the balance sheet.
Balance sheet information related to our leases is presented
below:
| | | | | As of March 31, | | |
| | | Balance Sheet Location | | 2025 | | | 2024 | | |
| Operating leases: | | | | | | | | | | | |
| Right-of-use assets | | Operating lease right-of-use assets | | $ | 1,967,752 | | | $ | 2,324,753 | | |
| | | | | | | | | | | | |
| Right-of-use liability, current | | Operating lease liabilities | | $ | 395,325 | | | $ | 351,804 | | |
| | | | | | | | | | | | |
| Right-of-use lease liability, long-term | | Operating lease liabilities, non-current | | $ | 1,841,993 | | | $ | 2,237,317 | | |
The lease expense for the fiscal years ended March 31, 2025
and 2024 was $571,383 and $567,643, respectively. In addition to the base rent, the Company pays insurance premiums and utility charges
relating to the use of the premises. The Company considers its present facilities to be adequate for its present and anticipated future
needs.
The basic minimum annual rental remaining on the leases
is $2,600,724 as of March 31, 2025.
F-16
**IEH CORPORATION
Notes to Financial Statements**
|
Note 6 |
LEASES (Continued): | |
The weighted-average remaining lease term and the weighted
average discount rate for operating leases were:
| | | As of March 31, | | |
| | | 2025 | | | 2024 | | |
| Other information | | | | | | | |
| Weighted-average discount rate operating leases | | | 6.00 | % | | | 6.00 | % | |
| Weighted-average remaining lease term operating lease (in years) | | | 4.9 | | | | 5.8 | | |
The total remaining operating lease payments included in
the measurement of lease liabilities on the Companys balance sheet as of March 31, 2025 was as follows:
|
For the fiscal year ended March 31: | |
Operating
Lease Payments | | |
|
2026 | |
$ | 519,036 | | |
|
2027 | |
| 547,460 | | |
|
2028 | |
| 563,891 | | |
|
2029 | |
| 408,429 | | |
|
2030 | |
| 334,492 | | |
|
Thereafter | |
| 227,416 | | |
|
Total gross operating lease payments | |
| 2,600,724 | | |
|
Less: imputed interest | |
| (363,406 | ) | |
|
Total lease liabilities, reflecting present value of future minimum lease payments | |
$ | 2,237,318 | | |
F-17
**IEH CORPORATION
Notes to Financial Statements**
|
Note 7 |
INCOME TAXES: | |
The Company accounts for income taxes under the provisions
of ASC Topic 740 (ASC 740), Income Taxes. Under ASC 740, deferred income tax assets or liabilities are computed
based upon the temporary differences between the financial statement and income tax bases of assets and liabilities using the currently
enacted marginal income tax rates. Deferred income tax expense or credits are based on the changes in the deferred income tax assets
or liabilities from period to period.
The provision (benefit) for income taxes consists of the
following:
|
|
|
FortheFiscalYearsEnded
March31, |
| |
|
|
|
2025 |
|
|
2024 |
| |
|
|
|
|
|
|
|
| |
|
Current: |
|
|
|
|
|
| |
|
Federal |
|
$ |
64,300 |
|
|
$ |
812,714 |
| |
|
State and local |
|
|
(63,185 |
) |
|
|
(1,530,005 |
) | |
|
Total current tax provision
(benefit) |
|
|
1,115 |
|
|
|
(717,291 |
) | |
|
|
|
|
|
|
|
|
|
| |
|
Deferred: |
|
|
|
|
|
|
|
| |
|
Federal |
|
|
- |
|
|
|
- |
| |
|
State and local |
|
|
- |
|
|
|
- |
| |
|
Total deferred tax expense |
|
|
- |
|
|
|
- |
| |
|
|
|
|
|
|
|
|
|
| |
|
Total provision (benefit) |
|
$ |
1,115 |
|
|
$ |
(717,291 |
) | |
F-18
**IEH CORPORATION
Notes to Financial Statements**
|
Note 7 |
INCOME TAXES (Continued): | |
The tax effects of temporary differences that give rise
to significant portions of the deferred tax assets are as follows:
|
| |
As of March 31, | | |
|
| |
2025 | | |
2024 | | |
|
Deferred tax assets: | |
| | |
| | |
|
Net operating loss | |
$ | 1,416,684 | | |
$ | 1,727,759 | | |
|
Operating right-of-use liability | |
| 519,058 | | |
| 592,908 | | |
|
Stock options | |
| 903,449 | | |
| 837,520 | | |
|
Accrued expenses | |
| - | | |
| 48,376 | | |
|
Capitalized research and development costs | |
| 241,761 | | |
| 137,860 | | |
|
Inventory | |
| 187,534 | | |
| 263,969 | | |
|
Total deferred tax assets | |
| 3,268,486 | | |
| 3,608,392 | | |
|
Valuation allowance | |
| (2,319,591 | ) | |
| (2,537,690 | ) | |
|
Deferred tax assets, net of valuation allowance | |
| 948,895 | | |
| 1,070,702 | | |
|
| |
| | | |
| | | |
|
Deferred tax liabilities: | |
| | | |
| | | |
|
Depreciation | |
| 492,376 | | |
| 538,334 | | |
|
Operating lease right-of-use assets | |
| 456,519 | | |
| 532,368 | | |
|
Total deferred tax liabilities | |
| 948,895 | | |
| 1,070,702 | | |
|
| |
| | | |
| | | |
|
Deferred tax assets (liability), net | |
$ | - | | |
$ | - | | |
F-19
**IEH CORPORATION
Notes to Financial Statements**
|
Note 7 |
INCOME TAXES (Continued): | |
A reconciliation of the provision for income taxes with
the amounts computed by applying the statutory Federal income tax rate to income before provision for income taxes is as follows:
|
| |
FortheFiscalYearsEnded
March31, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
U.S. federal statutory rate | |
| 21.0 | % | |
| 21.0 | % | |
|
State taxes, net of federal benefit | |
| 2.2 | % | |
| 1.9 | % | |
|
Stock-based compensation | |
| (0.1 | )% | |
| (2.2 | )% | |
|
Other | |
| 3.0 | % | |
| - | % | |
|
True-up of tax provision | |
| (4.2 | )% | |
| 12.4 | % | |
|
Valuation allowance | |
| (21.8 | )% | |
| (13.4 | )% | |
|
Effective tax rate | |
| 0.1 | % | |
| 19.7 | % | |
For the year ended March 31, 2025, the Companys effective tax
rate was 0.1%, which consisted principally of a federal rate of 21%, the Companys estimate of state taxes, net of federal benefit,
of 2.2%, offset by a credit of (4.2%) for true-ups and a decrease (21.8%) in the valuation allowance for the Companys deferred
tax assets at March 31, 2025.
For the year ended March 31, 2024, the Companys effective
tax rate was 19.7%, which consisted principally of a federal rate of 21%, the Companys estimate of state taxes, net of federal
benefit, of 1.9%, and true-up to prior years returns of 12.4%, offset by a charge of (13.4%) for an increase in the valuation allowance
for the Companys deferred tax assets at March 31, 2024.
As of March 31, 2025, for U.S. federal and state income
tax reporting purposes, the Company has approximately $6,247,000 of unused net operating losses (NOLs) available for carry
forward to future years. As a result of the Tax Cuts and Jobs Act of 2017 (TCJA), for U.S. income tax purposes, NOLs generated
in tax years beginning after December 31, 2017 may be carried forward indefinitely to offset future taxable income. The total amount
of the Federal NOL as of March 31, 2025, may be carried forward indefinitely. The state and city NOLs may generally be carried forward
for twenty years and may be applied against future taxable income. Further, the benefit from utilization of NOL carry forwards could
be subject to limitations due to material ownership changes that could occur if the Company issues additional shares of common stock.
The Company remains subject to examination by tax authorities
for fiscal tax years ended March 31, 2021 and later.
Based upon the Companys recent taxable loss
history, the Company performed an analysis and determined that it was necessary to establish a valuation reserve with respect to its
net deferred income tax assets as of and for the fiscal year ended March 31, 2025.
As of March 31, 2025, management does not believe that the
Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of
a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to
determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material
changes in its unrecognized tax positions over the next year.
F-20
**IEH CORPORATION
Notes to Financial Statements**
|
Note 8 |
EQUITY INCENTIVE PLANS: | |
****
**2011 Equity Incentive Plan**
On August 31, 2011, the Companys shareholder approved
the adoption of the Companys 2011 Equity Incentive Plan (2011 Plan) to provide for the grant of stock options and
restricted stock awards to purchase up to 750,000 shares of the Companys common stock to all employees, consultants and other
eligible participants including senior management and members of the Board of Directors of the Company. The 2011 Equity Incentive Plan
expired on August 31, 2021 after which no further awards will be granted under such plan.
****
**2020 Equity Incentive Plan**
On November 18, 2020, the Board of Directors approved the
Companys 2020 Equity Based Compensation Plan (the 2020 Plan) for submission to shareholders at the 2020 annual meeting
of shareholders. On December 16, 2020, the Companys shareholders approved the adoption of the 2020 Plan, which provides for the
grant of stock options and restricted stock awards to purchase up to 750,000 shares of the Companys common stock to award in the
future as incentive compensation to employees, senior management and members of the Board of Directors of the Company.
Options granted to employees under both the 2011 Plan and
the 2020 Plan (together the Plans) may be designated as options which qualify for incentive stock option treatment under
Section 422A of the Internal Revenue Code, or options which do not qualify (non-qualified stock options).
Under the Plans, the exercise price of an option designated
as an incentive stock option shall not be less than the fair market value of the Companys common stock on the day the option is
granted. In the event an option designated as an incentive stock option is granted to a ten percent (10%) or greater shareholder, such
exercise price shall be at least 110 percent (110%) of the fair market value of the Companys common stock and the option must
not be exercisable after the expiration of ten years from the day of the grant. The Plans also provide that holders of options that wish
to pay for the exercise price of their options with shares of the Companys common stock must have beneficially owned such stock
for at least six months prior to the exercise date.
Exercise prices of non-incentive stock options may not be
less than the fair market value of the Companys common stock.
The aggregate fair market value of shares subject to options
granted to a participant(s), which are designated as incentive stock options, and which become exercisable in any calendar year, shall
not exceed $100,000.
F-21
**IEH CORPORATION
Notes to Financial Statements**
|
Note 8 |
EQUITY INCENTIVE PLANS (Continued): | |
**Stock-based compensation expense**
Stock-based compensation expense is recorded in selling,
general and administrative expenses included in the statement of operations. For the fiscal years ended March 31, 2025 and 2024, stock-based
compensation expense was $266,600 and $343,300, respectively.
As of March 31, 2025, there was no unrecognized compensation
expense related to unamortized stock options. It is the Companys policy that any unrecognized stock-based compensation cost would
be adjusted for actual forfeitures as they occur.
**Stock option activity**
The following table provides the stock option activity:
| | | Shares | | | Weighted Avg. Exercise Price | | | Remaining Contractual Term(Years) | | | Aggregate Intrinsic Value (in thousands) | | |
| Balance as of March 31, 2024 | | | 502,217 | | | $ | 13.41 | | | | 5.21 | | | $ | 4 | | |
| Granted | | | 70,000 | | | | 7.47 | | | | | | | | | | |
| Exercised | | | (8,000 | ) | | | 6.09 | | | | | | | | | | |
| Forfeited or Expired | | | - | | | | - | | | | | | | | | | |
| Balance as of March 31, 2025 | | | 564,217 | | | $ | 12.78 | | | | 4.85 | | | $ | 335 | | |
| Exercisable as of March 31, 2025 | | | 564,217 | | | $ | 12.78 | | | | 4.85 | | | $ | 335 | | |
The weighted average grant date fair value per share was
$3.81 and $3.61 for the fiscal years ended March 31, 2025 and 2024, respectively.
The aggregate intrinsic value in the table above represents
the total pretax intrinsic value (i.e., the difference between the Companys 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.
|
Note 9 |
CASH BONUS PLAN: | |
****
In 1987, the Company adopted a cash bonus plan (the Cash
Bonus Plan) for non-union, management and administration staff. Unless otherwise approved by the Companys Compensation
Committee of the Board of Directors, contributions to the Cash Bonus Plan will only be funded by the Company for payment of bonuses with
respect to any fiscal year, when the Company is profitable for such fiscal year. Bonus expense recorded for each of the years ended March
31, 2025 and 2024 was $386,570 and $203,175, respectively. As of March 31, 2025, and 2024, the Companys accrued bonus was $330,000
and $150,000, respectively. The Company paid the bonus amounts accrued as of March 31, 2025 and 2024 during June 2025 and June 2024,
respectively.
F-22
**IEH CORPORATION
Notes to Financial Statements**
|
Note 10 |
COMMITMENTS AND CONTINGENCIES: | |
The Company maintains its operations in facilities located
in both New York and Pennsylvania.
On December 1, 2020, the Company entered into a 120-month
extension of its lease agreement for an industrial building in Brooklyn, New York, expiring December 1, 2030. Monthly rent at inception
was $20,400, which escalates annually to a monthly rent of $28,426 for the final year of the lease term. The Company maintains a security
deposit of $40,800, which is included in Security deposit on the accompanying balance sheet.
On January 29, 2021, the Company entered into an 87-month
lease agreement for an industrial building in Allentown, Pennsylvania, expiring March 30, 2028. Monthly rent at inception was $18,046,
which escalates annually to a monthly rent of $20,920 for the final year of the lease term. The Company maintains a security deposit
of $35,040, which is included in Security deposit on the accompanying balance sheet.
The rental expense for the fiscal years ended March 31,
2025 and 2024, was $571,383 and $567,643, respectively.
The Company has a collective bargaining multi-employer pension
plan (Multi-Employer Plan) with the United Auto Workers of America, Local 259 (ID No. 136115077). The Multi-Employer Plan
is covered by a collective bargaining agreement with the Company, which expires on March 31, 2027.
Contributions are made in accordance with a negotiated labor
contract and are based on the number of covered employees employed per month. With the passage of the Multi-Employer Pension Plan Amendments
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 liabilities are contingent upon the termination, withdrawal, or partial withdrawal from the Multi-Employer
Plan. The risks of participating in a multiemployer plan are different from single-employer plans, for example, assets contributed to
the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, if a participating
employer stops contributing to the multiemployer plan, the unfunded obligations of the plan may become the obligation of the remaining
participating employers, and if a participating employer chooses to stop participating in these multiemployer plans, the employer may
be required to pay those plans an amount based on the underfunded status of the plan.
Based upon the Multi-Employer Plans consulting actuary,
as of January 1, 2024, the UAW Local 259 Pension Plan was greater than 100% funded for purposes of the Annual Certification of Plan Status
under IRC Section 432. The total contributions charged to operations under the provisions of the Multi-Employer Plan were $34,179 and
$43,455 for the fiscal years ended March 31, 2025 and 2024, 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.
The Company maintains a defined contribution benefit plan
under section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company, or the 401(k) Plan.
Eligible employees are able to make contributions under the under the 401(k) Plan. The Company does not provide matching contributions.
F-23
**IEH CORPORATION
Notes to Financial Statements**
|
Note 11 |
CONCENTRATIONS: | |
During the fiscal year ended March 31, 2025, two customers
accounted for 31.9% of the Companys net sales, each represented 17.8% and 14.1%, respectively.
During the fiscal year ended March 31, 2024, two customers
accounted for 29.9% of the Companys net sales, each represented 17.5% and 12.4%, respectively.
As of March 31, 2025, one customer accounted for 12.0% of
the Companys accounts receivable.
As of March 31, 2024, three customers accounted for 55.4%
of accounts receivable, each represented 30.8%, 13.6% and 11.0%, respectively.
During the fiscal years ended March 31, 2025 three vendors
accounted for 34.0% of the Companys purchases, each represented 11.7%, 11.2%, and 11.1%, respectively.
During the fiscal years ended March 31, 2024, two vendors
accounted for 22.2% of the Companys purchases, each represented 12.1% and 10.1%, respectively.
As of March 31, 2025, one vendor accounted for 12.0% of
the Companys accounts payable.
As of March 31, 2024, two vendors accounted for 22.3% of
accounts payable, each represented 12.1% and 10.2%, respectively.
F-24