UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K


[x] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended September 30, 20182020
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission file numberFile Number 001-34376


IEC ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
Delaware13-3458955
(State or other jurisdiction of incorporation or organization)(IRSI.R.S. Employer Identification No.)


105 Norton Street, Newark, New York 14513
(Address of principal executive offices)Principal Executive Offices) (Zip code)Code)
Registrant’s telephone number, including area code: 315-331-7742


Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par valueNYSE AMERICAN LLC
(Title of each class)class(Trading Symbol(s)Name of each exchange on which registered)registered
Common Stock, $0.01 par valueIECNasdaq Global Market


Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [x]
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 [x] 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 [x] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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 definitions 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 x
Smaller reporting company x
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 management’s 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x





At March 30, 2018,27, 2020, the last business day of the registrant’s second quarter for the fiscal year ended September 30, 2018,2020, the aggregate market value of the shares of common stock held by non-affiliates of the registrant was $35,707,488$66,722,319 (based on the closing price of the registrant’s common stock on the NYSE AmericanNasdaq Global Market on such date). Shares of common stock held by each executive officer and director and by each person and entity who beneficially owns more than 10% of the outstanding common stock have been excluded in that such person or entity may be deemed to be an affiliate for purposes of this calculation. Such exclusion should not be deemed a determination or admission by the registrant that such individuals or entities are, in fact, affiliates of the registrant.

As of November 21, 2018,10, 2020, there were 10,255,30910,503,083 shares of common stock outstanding.





DOCUMENTS INCORPORATED BY REFERENCE

Portions of IEC Electronics Corp.’s definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with its 20192021 Annual Meeting of Stockholders are incorporated by reference into Part III Items 10, 11, 12, 13 and 14 of this Form 10-K.







TABLE OF CONTENTS
 
Page
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
 




4


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



References in this report to “IEC,” the “Company,” “we,” “our,” or “us” mean IEC Electronics Corp. and its subsidiaries except where the context otherwise requires. This Annual Report on Form 10-K for the fiscal year ended September 30, 20182020 (“Form 10-K”) contains forward-looking statements.“forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements regarding future sales and operating results, future prospects, the capabilities and capacities of business operations, any financial or other guidance and all statements that are not based on historical fact, but rather reflect our current expectations concerning future results and events. The ultimate correctness of these forward-looking statements is dependent upon a number of known and unknown risks and events and is subject to various uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.


The following important factors, among others, could affect future results and events, causing those results and events to differ materially from those views expressed or implied in our forward-looking statements: the continued impact of the COVID-19 pandemic on our business, including our supply chain, workforce and customer demand; business conditions and growth or contraction in our customers’ industries, the electronic manufacturing services industry and the general economy; variability of our operating results; our ability to control our material, labor and other costs; our dependence on a limited number of major customers; the potential consolidation of our customer base; availability of component supplies; dependence on certain industries; variabilitycustomers and timing of customer requirements; technological, engineering and other start-up issues related to new programs and products;suppliers; uncertainties as to availability and timing of governmental funding for our customers; the impact of government regulations, including FDAU.S. Food and Drug Administration (the “FDA”) regulations; risksunforeseen product failures and the potential product liability claims that may be associated with such failures; technological, engineering and other start-up issues related to new programs and products; variability and timing of customer requirements; the accuracypotential consolidation of our customer base; availability of component supplies; dependence on certain industries; the estimates and assumptions we usedability to revaluerealize the full value of our net deferred tax assets in accordance with the Tax Cuts and Jobs Act of 2017;backlog; the types and mix of sales to our customers; litigation and governmental investigations; intellectual property litigation; variability of our operating results; our ability to maintain effective internal controls over financial reporting; unforeseen product failures and the potential product liability claims that may be associated with such failures; the availability of capital and other economic, business and competitive factors affecting our customers, our industry and business generally; failure or breach of our information technology systems; and natural disasters. Any one or more of such risks and uncertainties could have a material adverse effect on us or the value of our common stock. For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections elsewhere in this Form 10-K and our other filings with the Securities and Exchange Commission (the “SEC”).


All forward-looking statements included in this Form-10-KForm 10-K are made only as of the date indicated or as of the date of this Form 10-K. We do not undertake any obligation to, and may not, publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or which we hereafter become aware of, except as required by law. New risks and uncertainties arise from time to time and we cannot predict these events or how they may affect us and cause actual results to differ materially from those expressed or implied by our forward-looking statements. Therefore, you should not rely on our forward-looking statements as predictions of future events. When considering these risks, uncertainties and assumptions, you should keep in mind the cautionary statements contained in this report and any documents incorporated herein by reference. You should read this document and the documents that we reference in this Form-10-KForm 10-K completely and with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

5






PART I
Item 1.BUSINESS

ITEM 1.    BUSINESS

Overview


IEC Electronics Corp. (“IEC,” “we,” “our,” “us,” or the “Company”) conducts business directly, as well as through its subsidiaries, IEC Electronics Corp-Albuquerque (“Albuquerque”), and IEC Analysis & Testing Laboratory, LLC (“ATL”) and. Our former subsidiary, IEC California Holdings, Inc. The Rochester unit, formerly known, was dissolved as Celmet, operates as a division of IEC.September 18, 2019.


We are a premier provider of electronic manufacturing services (“EMS”) to advanced technology companies that produce life-saving and mission critical products for the medical, industrial, aerospace and defense sectors. We specialize in delivering technical solutions for the custom manufacturing, product configuration, and verification testing of highly engineered complex products that require a sophisticated level of manufacturing to ensure quality and performance.


Within the EMS sector, we have unique capabilities which allow our customers to rely on us to solve their complex challenges, minimize their supply chain risk and deliver full system solutions for their supply chain. These capabilities include, among others:


Our engineering services include the design, development, and fabrication of customized stress testing platforms to simulate a product’s end application, such as thermal cycling and vibration, in order to ensure reliable performance and avoid catastrophic failure when the product is placed in service.
Our vertical manufacturing model offers customers the ability to simplify their supply chain by utilizing a single supplier for their critical components including complex printed circuit board assembly (“PCBA”), precision metalworking, and interconnect solutions. This service model allows us to control the cost, lead time, and quality of these critical components which are then integrated into full system assemblies and minimizes our customers’ supply chain risk.
We provide direct order fulfillment services for our customers by integrating with their configuration management process to obtain their customer orders, customize the product to the specific requirements, functionally test the product and provide verification data, and direct ship to their end customer in order to reduce time, cost, and complexity within our customer’s supply chain.
We believe we are the only EMS provider with an on-site laboratory that has been approved by the Defense Logistics Agency (“DLA”) for their Qualified Testing Supplier List (“QTSL”) program which deems the site suitable to conduct various QTSL and military testing standards including counterfeit component analysis.analysis and environmental testing to qualify a part fit for use. In addition, this advanced laboratory is utilized for complex design analysis and manufacturing process development to solve challenges and accelerate our customers’ time to market.


We are a 100% U.S. manufacturer which attracts customers who are unlikely to utilize offshore suppliers due to the proprietary nature of their products, governmental restrictions or volume considerations. Our locations include:


Newark, New York - Located approximately one hour east of Rochester, New York, our Newark location is our corporate headquarters and is theour largest manufacturing location providing complex circuit board manufacturing, interconnect solutions, and system-level assemblies along with an on-site material analysis laboratory for advanced manufacturing process development.
Rochester, New York - Focuses on precision metalworking services including complex metal chassis and assemblies.
Albuquerque, New Mexico - Specializes in the aerospace and defense markets with complex circuit board and system-level assemblies along with a state of the art analysis and testing laboratory which conducts counterfeit componentroot cause failure analysis, reliability, inspection and complex design analysis.authenticity testing.


We excel at complex, highly engineered products that require sophisticated manufacturing support where quality and reliability are of paramount importance. With our customers at the center of everything we do, we have created a high-intensity, rapid response culture capable of reacting and adapting to their ever-changing needs. Our customer-centric approach offers a high degree of flexibility while simultaneously complying with rigorous quality and on-time delivery standards.


We proactively invest in areas we view as important for our continued long-term growth. All of our locations are ISO 9001:20082015 certified and ITAR registered. We are Nadcap accredited and AS9100D and AS9100C certified at our Newark and Albuquerque locations respectively, to support the stringent quality requirements of the aerospace industry. Our Newark location is ISO 13485 certified to serve the medical sector and is an approved supplier by the National Security Agency (“NSA”) under the COMSEC standard regarding communications security. Our analysis &and testing laboratory in Albuquerque is ISO 17025 accredited, an IPC-approved Validation Services testQualified Test Laboratory, and we believe is the only on-site EMS laboratory that has been approved by the DLA for their QTSL program which deems the site suitable to conduct various QTSL and military testing

6



standards including counterfeit component analysis.analysis and environmental testing to qualify a part fit for use. Albuquerque also performs work per NASA-STD-8739 and J-STD-001ES space standards.


The technical expertise of our experienced workforce enables us to build some of the most advanced electronic, wire and cable, interconnect solutions, and precision metal systems sought by original equipment manufacturers (“OEMs”).


Organization


IEC Electronics Corp., a Delaware corporation, is the successor by merger in 1990 to IEC Electronics Corp., a New York corporation, which was originally organized in 1966. Our executive offices are located at 105 Norton Street, Newark, New York 14513. Our telephone number is 315-331-7742, and our Internet address is www.iec-electronics.com.

We have executed several strategic acquisitions overnot incorporated by reference into this report the past decadeinformation included, or that can be accessed through, our website and you should not consider it to advance our capability to support existing and potential customers in the EMS market.be part of this report.


The Electronics Contract Manufacturing Services Industry


The EMS industry specializes in providing the program management, technical support and manufacturing expertise required to take a product from the early design and prototype stages through volume production and distribution. Primarily as a response to rapid technological change and increased competition in the electronics industry, OEMs have recognized that by utilizing EMS providers, such as IEC, they can improve their competitive position, realize an improved return on investment and concentrate on their core competencies such as research, product design and development and marketing. In addition, EMS providers allow OEMs to bring new products to market more rapidly and to adjust more quickly to fluctuations in product demand; avoid additional investment in plant, equipment and personnel; reduce inventory and other overhead costs; and determine known unit costs over the life of a contract. Many OEMs now consider EMS providers valued partners in executing their business and manufacturing strategy.


OEMs increasingly require EMS providers to provide complete turn-key manufacturing and material handling services rather than working on a consignment basis in which the OEM supplies all materials and the EMS provider supplies labor. Turn-key contracts involve design, manufacturing and engineering support, the procurement of all materials, sophisticated in-circuit and functional testing, and distribution.


IEC’s Strategy


IEC is focused on providing services for life-saving and mission critical products in the medical, industrial, aerospace and defense sectors that require a sophisticated level of manufacturing support. We offer our customers a full range of manufacturing services, combined with advanced scientific technical support to ensure their products perform for the critical applications for which they are intended. The ability to solve our customers’ technical challenges, meet their stringent quality requirements, and integrate seamlessly within their supply chain, is the value add that IEC brings.


We often engage with our customers in the early stages of product or program design, work with customers to evaluate the manufacturability and testability of their products, with the objective of enhancing quality and reducing the overall cost of ownership for our customers. Due to the highly regulated environment for many of our customers, they are seeking a long termlong-term partnership throughout the life-cycle of their product.


We are a certified small business with advanced technical capabilities. This allows us to focus on our customer’s needs and deliver solutions in a responsive manner to accelerate their time to market.


Competition


The EMS industry is highly fragmented and characterized by intense competition. We believe that the principal competitive factors in the EMS market include: technology capabilities, quality and range of services, past performance, design, cost, responsiveness and flexibility. We specialize in the custom manufacture of life-saving and mission critical products that require complex circuit boards and system-level assemblies; a wide array of cable and wire harness assemblies capable of withstanding extreme environments; and precision metal components.


We are certified to serve the military and commercial aerospace sector as well as the medical sector and we hold various accreditations. We believe we excel where quality and reliability are of paramount importance and when low-to-medium volume, high-mix production is the norm. We utilize state-of-the-art, automated circuit board assembly equipment together with a full complement of high-reliability manufacturing stress testing methods. Our customer-centric approach offers a high degree of flexibility while simultaneously complying with rigorous quality and on-time delivery standards.



7



We compete against numerous foreign and domestic companies in addition to the internal capabilities of some of our customers. Some of our competitors include Sparton Corporation, Benchmark Electronics, Inc., Plexus Corp. and Ducommun Incorporated. We may face new competitors in the future as the outsourcing industry evolves and existing or start-upnew-to-market companies develop capabilities similar to ours.


Products and Services


We manufacture a wide range of assemblies that are incorporated into many different products, such as aerospace and defense systems, medical devices, industrial equipment and transportation products. Our products are distributed to and through OEMs. We support multiple divisions and product lines for many of our customers and frequently manufacture successive generations of products. In some cases, we are the sole EMS contract manufacturer for the customer site or division.


Materials Management


We generally procure materials to meet specific contract requirements and are often protected by contract terms that call for reimbursement to us in the event a contract is terminated by the customer. Whether purchased by us or supplied by a customer, materials are tracked and controlled by our internal systems throughout the manufacturing process.


Availability of Components


Our revenues are principally derived from turn-key services that involve the acquisition of raw and component materials, often from a limited number of suppliers, to be manufactured in accordance with each customer’s specifications. While we believe we are well positioned with supplier relationships and procurement expertise, potential shortages of components in the world market could have a material adverse effect on our revenue levels or operating efficiencies.


Suppliers


Although we depend on a limited number of key suppliers, as a result of strategic relationships we have established with them, the Company frequently benefits from one or more of the following enhancements: reduced lead-times; competitive pricing; favorable payment terms; and preference during periods of limited supply. We have preferred supplier partnership agreements in place to support our business generally and to ensure access to custom commodities, such as printed circuit boards.


For the fiscal year ended September 30, 20182020 (“fiscal 2018”2020”), IEC obtained 26%22% of the materials used in production from two vendors, Avnet, Inc. and Arrow Electronics Inc. If either of these vendors were to cease supplying us with materials for any reason, we would be forced to find alternative sources of supply. A change in suppliers could cause a delay in availability of products and a possible loss of sales, which could adversely affect operating results.


Marketing and Sales


We utilize a direct sales force as well as a nationwide network of manufacturer’s representatives. Through this hybrid sales approach, we execute a focused sales strategy targeting those customers whose product profiles are aligned with our core areas of expertise. For example, we focus on customers that are developing complex, advanced technology products for a wide array of market sectors ranging from satellite communications to medical, military and ruggedized industrial products.


Typically, the demand profiles associated with these customers are in the low-to-moderate volume range with high variability in required quantities and product mix. These customers’ products often employ emerging technologies that require concentrated engineering and manufacturing support from product development through prototyping and on to volume manufacturing, which can result in significant lead times before full production and are difficult to forecast. As a result of the specialized services required, such customers rarely rely on an outsourcing model that focuses primarily on minimizing costs.



8



To reduce risk, the Company seeks a balanced distribution of business across industry sectors. Assectors, as indicated in the table that follows, thisfollows. This can fluctuate based on end customer demands.
Years Ended
Percent of Sales by SectorSeptember 30,
2020
September 30,
2019
Aerospace and Defense60%60%
Medical26%22%
Industrial14%18%
100%100%
  Years Ended
% of Sales by Sector September 30, 2018 September 30, 2017
     
Aerospace and Defense 59% 52%
Medical 22% 28%
Industrial 19% 20%
  100% 100%


IndividualTwo individual customers representingin the aerospace and defense sector, ViaSat Inc., at 27%, and L3Harris Technologies, Inc. at 11%, represented 10% or more of sales in fiscal 2018 included Baxter Corporation (“Baxter”) (11%),2020. One customer in the medical sector, and ViaSatBaxter International, Inc. (23%)at 17%, in the aerospace and defense sector. In fiscal 2017, two customers represented 10% or more ofin sales Baxter, in fiscal 2020. In the medical sector, represented 14% and ViaSat, Inc.fiscal year ended September 30, 2019 (“fiscal 2019”), one individual customer in the aerospace and defense sector, ViaSat Inc., at 23% represented 13%.10% or more of sales.


ThreeTwo individual customers represented 10% or more of receivables at September 30, 2018.2020. One customer is in the aerospace and defense sector one customerand the other is in the medical sector, and one customer in the industrial sector together they accounted for 55%30% of the outstanding balances at September 30, 2018. Three2020. Two individual customers represented 10% or more of receivables at September 30, 2017. Two2019. Both customers were in the aerospace and defense sector, and one in the medical sectortogether accounted for 42%38% of the outstanding balances at September 30, 2017.2019.


Backlog


Our backlog at the end of fiscal 20182020 was $133.7$194.5 million, which is 85.4% higher8.2% lower than $72.1$212.0 million at the end of fiscal 2017.2019. Backlog consists of two categories: purchase orders and firm forecasted commitments. In addition to fulfilling orders and commitments contained in quarter-end backlog reports, we also receive and ship orders within each quarter that do not appear in the period end backlog reports. Variations in the magnitude and duration of contracts as well as customer delivery requirements may result in fluctuations in backlog from period to period. Approximately $122.3$180.2 million of our backlog at September 30, 20182020, an increase of 19.1%, is expected to be shipped within the fiscal year ending September 30, 20192021 (“fiscal 2019”2021”), with the remainder expected to ship in future years. This compares to $66.3$151.3 million that was expected to be shipped within 12 months from year-end as of September 30, 2017,2019, with the remainder at such time that was expected to be shipped greater than 12 months from the prior year-end.


Governmental Regulation


Our operations are subject to certain United States government regulations that control the export and import of defense-related articles and services, as well as federal, state and local regulatory requirements relating to environmental protection, waste management, and employee health and safety matters. We believe that our business is operated in substantial compliance with all applicable laws and governmental regulations. While current costs of compliance, including compliance with environmental laws, are not material, our expenses could increase if new laws, regulations or requirements were to be introduced. Some of our medical and other customers are highly regulated. Any failure to comply by customers, related to products we produce for them, can delay or disrupt their orders from us.


Employees


Employees are our single greatest resource. IEC’sOur total employees numbered 689,860, all of which are full time employees, at September 30, 2018. The Company increased by 124 employees during fiscal 2018, mainly driven by higher volumes in fiscal 2018.2020. Some of our full-time employees are temporary employees. We make a concerted effort to engage our employees in initiatives that improve our business and provide opportunities for growth, and we believe that our employee relations are good. We have access to a large and technically qualified workforcesworkforce in close proximity to our operating locations in Rochester, NY and Albuquerque, NM.


Expansion of Newark, New York Manufacturing Operations


In February 2018, we announced that we will open a new state-of-the-art manufacturing facility in Newark, NY funded in part by the State of New York. The new 150,000 square foot facility will beis located atin the Silver Hill Technology Park and allowsallowed us to design, from the ground up, a state-of-the-art, advanced technology facility to support our operations. As part of this expansion, we intend to move our administrative offices to this location.



9


Sale-Leaseback TransactionCOVID-19 Pandemic


On November 18, 2016, we completedThe COVID-19 pandemic continues to disrupt supply chains and affect production and sales across a sale-leaseback transaction pursuant to which our subsidiary, Albuquerque, sold certain property, including its manufacturing facility located in Albuquerque, New Mexico, to Store Capital Acquisitions, LLC (“Store Capital”) for an aggregate purchase pricerange of approximately $5.8 million including a $120.0 thousand holdback. Proceeds from this transaction were used to pay the mortgage on such property and pay down Term Loan A, as discussed in Note 5—Credit Facilities. As partindustries. The extent of the transaction, Albuquerque entered intoimpact of the COVID-19 pandemic on our supply chain, workforce, customer demand, operations and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted.

In accordance with the Department of Defense guidance issued in March 2020, designating the Defense Industrial Base as a lease (the "Lease") for the property for an initial termcritical infrastructure workforce, our production facilities have continued to operate in support of 15 years that may be renewed twice for five-year terms. The initial base annual rental is approximately $474.0 thousandessential products and is subjectservices required to certain annual increases. In addition, we entered into a separate payment and performance guaranty with Store Capital Acquisitions, LLC with respectmeet national security commitments to the lease.U.S. government and the U.S. military.


On May 11, 2018,Please see Item 1A. Risk Factors in this report for additional information regarding certain risks associated with the COVID-19 pandemic.

Supply Chain

The COVID-19 pandemic presents a level of uncertainty around the availability of raw material components in future periods. During March 2020, we completedwere aware of some component manufacturers that were required to shut down temporarily, as a sale-leaseback transaction pursuantresult of COVID-19 related illnesses impacting their employee populations or to which we sold our manufacturing facility located in Rochester, New York (the “Rochester Property”),comply with government mandates. Due to Store Capital for an aggregate purchase price of approximately $2.0 million. The net book valuethe lifesaving and mission critical nature of the assets sold was $1.2 million. products we support, many of our suppliers and the related programs are given certain priority ratings, which helped to ensure the required supply of material continued.

We are continually assessing potential supply chain impacts and working with our distribution partners to identify existing, on hand stock that we can access. We are also working with our customer base to determine their interest in participating in inventory pre-purchase arrangements, which would be funded through additional customer deposits.

Workforce

The proceedssafety and well-being of our employees has been, and continues to be, our top priority, especially during the COVID-19 pandemic. Although we are deemed an essential business based on the lifesaving and mission critical products we support, and we remain fully operational, we chose early on to ask our non-essential employees to work from home in order to reduce the employee density in our facilities. As circumstances have allowed and in accordance with applicable guidelines, we have assigned non-essential employees into two groups, working alternating weeks in the office to maintain social distancing. In support of those working on site, we have taken numerous actions to help provide for a safe work environment and allow for appropriate social distancing, where possible. Some examples of the actions we have taken include, but are not limited to, the following:

Adjusted shift start and end times to limit the number of people entering and exiting our facilities simultaneously;
Adjusted break and lunch times to reduce the number of people in common areas;
Designated stairwells and walkways as one-way to ensure employees are not passing each other in tight quarters; and
Implemented additional cleaning protocols to ensure work surfaces, high touch areas and common spaces are routinely cleaned and disinfected in accordance with guidelines from the transaction were usedCenters for Disease Control and Prevention.

We have also developed contingency plans in the event that one of our employees tests positive for COVID-19. We expect to pay offcontinue to enhance our practices to remain aligned with state and federal guidelines.

Customer Demand

Due to the Celmet Building Term Loannature of the lifesaving and pay downmission critical products that we support, the majority of our customers are also deemed to be essential businesses and remain operational. At a macro level, we have seen increases in demand from some of our existing customers, especially those in the medical sector. However, certain customers have requested that a portion of Term Loan B, as discussedtheir demand be moved out to future periods beyond fiscal 2021. To date, these requests represent a small percentage of our current backlog and we do not expect to see a material impact from these requests. We continue to work in Note 5—Credit Facilities. In conjunctionpartnership with this purchase,our customers to continually assess any potential impacts from the Lease was amendedpandemic and opportunities to include the Rochester Property. The amended Lease includes both the lease-back of the Rochester and the Albuquerque sites. The two properties are now considered one leased property for all Lease purposes. The lease term for both properties expires on May 31, 2033 and provides for renewals of two successive periods of five years each.mitigate risk.
The sale-leaseback transactions are further described in Note 12—Capital Lease.

10






Item 1A.RISK FACTORS

Item 1A.RISK FACTORS

Risks Related to the COVID-19 Pandemic

Our business, results of operations and financial condition may be adversely impacted by the recent “COVID-19” pandemic.

The COVID-19 pandemic has negatively affected the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business, including how the pandemic impacts our customers, employees, supply chain, and distribution network. While the COVID-19 pandemic did not have a material adverse effect on our reported results for fiscal 2020, we are unable to predict the ultimate impact that it may have on our business, future results of operations, financial position or cash flows. Project disengagements and delays and decreases in customer demand in response to the pandemic, could adversely impact our business and results of operations. The extent to which our operations may be impacted by the COVID-19 pandemic will depend largely on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the outbreak and actions by government authorities to contain the outbreak or treat its impact. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any resulting economic recession or depression. Furthermore, the impacts of a potential worsening of global economic conditions and the continued disruptions to and volatility in the financial markets remain unknown.

The impact of the COVID-19 pandemic may also exacerbate the other risks discussed in this Item 1A, "Risk Factors", any of which could have a material effect on us. This situation continues to change rapidly and additional impacts may arise that we are not aware of currently.

The COVID-19 pandemic, or similar health epidemics, could negatively impact our supply chain thereby adversely affecting our business.

We depend on a limited number of suppliers for components that are critical to our manufacturing processes. The COVID-19 pandemic has resulted in significant governmental measures being implemented to control the spread of the virus, including, among others, restrictions on manufacturing and the movement of employees in many regions of the country and in regions worldwide. As a result of the pandemic and the measures designed to contain the spread of the virus, our suppliers may not have the materials, capacity, or capability to supply our components according to our schedule and specifications. Any reduction in production capacity or capacity at our suppliers may reduce or even halt the supply of goods and necessary components for many of our customers’ products, which could result in product shortages and an increase in our inventory of unfinished products. Further, there may be logistics issues, including our ability and our supply chain’s ability to quickly ramp up production, and transportation demands that may cause further delays. If our suppliers’ operations are curtailed, we may need to seek alternate sources of supply, which may be more expensive. Alternate sources may not be available or may result in delays in shipments to us from our supply chain and subsequently to our customers, each of which would affect our results of operations. While the disruptions and restrictions on the ability to travel, quarantines, and any temporary closures of the facilities of our suppliers, as well as general limitations on movement are expected to be temporary, the duration of the production and supply chain disruption, and related financial impact, cannot be estimated at this time. Should the production and distribution closures continue for an extended period of time, the impact on our supply chain could have a material adverse effect on our results of operations and cash flows.

The COVID-19 pandemic may significantly disrupt our workforce and internal operations.

The COVID-19 pandemic may significantly disrupt our workforce, including our ability to hire and onboard employees, if a significant percentage of our employees or any potential hires are unable to work due to illness, quarantines, government
actions, facility closures in response to the pandemic, fear of acquiring COVID-19 while performing essential business functions, or as a result of changes to unemployment insurance where unemployed workers can receive benefits in excess of what would be offered for working for us. While we remain fully operational at this time, we cannot guarantee that we will be able to adequately staff our operations when needed, particularly as the COVID-19 pandemic progresses, which may strain our existing personnel, increase costs, and negatively impact our operations. As a result, our internal operations may experience disruptions. The pandemic may create additional challenges in attracting and retaining quality employees in the future. In addition, COVID-19 related-illness could impact members of our Board of Directors resulting in absenteeism from meetings of the directors or committees of directors, making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings for the management of our affairs. We cannot predict the extent to which the COVID-19 pandemic may disrupt our workforce and internal operations.

11


We have taken certain precautions due to the COVID-19 pandemic that could harm our business.

In response to the COVID-19 pandemic, we have taken measures intended to protect the health and well-being of our employees, customers and our communities, which could negatively impact our business. These measures include temporarily requiring certain employees to work remotely, restricted employee travel, increasing the frequency and extent of cleaning and disinfecting facilities, developing social distancing plans, and cancelling in-person meetings, events and conferences. The health of our workforce, customers and others is of primary concern and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, customers and others. In addition, our management team has, and will likely continue to, spend significant time, attention and resources monitoring the COVID-19 pandemic and seeking to manage its effects on our business and workforce. The extent to which the pandemic and our precautionary measures may impact our business will depend on future developments, which are highly uncertain and cannot be predicted at this time.

The COVID-19 pandemic may decrease demand for our services and any such decrease in demand would adversely affect our backlog, revenues and results of operations.

The COVID-19 pandemic is creating uncertainty in the markets we serve and the duration, scope or impact of the outbreak cannot be predicted. While we have experienced some increase in demand from the medical and aerospace & defense sectors, we may face decreased demand in these or other sectors in the future. Demand for our services may be affected by changes in demand from our customers as a result of the pandemic, including any heightened emphasis on shorter lead times which places increased demands on our capacity and may result in increased costs, or the ordering of smaller quantities which prevents us from acquiring component materials in larger volumes at lower costs. In addition, the COVID-19 pandemic may require customers to make unexpected changes to their product offerings which may adversely affect our business and operating results. Any material modifications, delays, payment defaults or cancellations on underlying contracts relating to the COVID-19 pandemic could reduce the amount of backlog currently reported and, consequently, could inhibit the conversion of that backlog into revenues. In addition, worsening overall market conditions could result in further reductions of backlog, which will impact our financial performance. While the pandemic is expected to affect customer demand, it is difficult to predict such changes at this time and the impact that such changes will have on our revenues and operating margins. There can be no assurance that we will be successful in implementing effective strategies to counter any changes in demand. Any decrease in demand or disruption to our business resulting from the COVID-19 pandemic would adversely affect our revenues and results of operations.

We may be unable to meet the demands of our customers, including those in the aerospace & defense and medical sectors, as expected which may adversely and materially affect our business, results of operations and financial conditions.

During fiscal 2020, the aerospace & defense sector represented 60% of our business and the medical sector represented 26% of our business. Due to the nature of the lifesaving and mission critical products provided by these markets, many of our customers in these sectors are deemed to be essential businesses. In response to the pandemic and the increased demand for aerospace & defense, medical and lifesaving products, we experienced increases in demand from existing customers in the aerospace & defense and medical sectors. This demand has increased at the same time our supply chain has begun to face limitations, which may result in a shortage of supply, increased costs, and delays, requiring us in certain instances to pass through expenses or otherwise increase prices. Customers may reject any attempts to pass through expenses or increase pricing which would negatively impact our business. Further, if we are unable to ramp up our production, hire and onboard sufficient staff to meet the increased demand, or if we are otherwise unable to timely meet the demand from our customers, our business and results of operations will be negatively affected. The realization of our backlog is affected by our performance and the late completion of a project may result in decreased revenues derived from those projects. In addition, the increase in demand we are currently experiencing from the medical sector as a result of the COVID-19 pandemic may not continue after the pandemic subsides. Moreover, the increase in demand may result in decreased demand for such products after the COVID-19 pandemic subsides because there may be a large surplus of such medical products after the pandemic subsides.

Business and Operational Risks

We depend on a relatively small number of customers, the loss of one or more of whom may negatively affecthave a material adverse effect on our operating results.


A relatively small number of customers are responsible for a significant portion of our net sales. During fiscal 20182020 and fiscal 2017,2019, our five largest customers accounted for 55%68% and 49%51% of net sales, respectively. The percentage of our sales to our major customers may fluctuate from period to period, and our principal customers may also vary from year to year. Significant reduction in sales to any of our major customers, or the loss of a major customer, could have a material adverse effect on our results of operations and financial condition.


12


We rely on the continued growth and financial stability of our customers, including our major customers. Adverse changes in the end markets they serve can reduce demand from our customers in those markets and/or make customers in these end markets more price sensitive. Further, mergers or restructuring among our customers, or their end customers, could increase concentration or reduce total demand as the combined entities reevaluate their business and consolidate their suppliers. Future developments, particularly in those end markets that account for more significant portions of our revenues, could harm our business and our results of operations.


Because of this concentration in our customer base, we have significant amounts of trade accounts receivable from some of our customers. If one or more of our customers experiences financial difficulty and is unable to provide timely payment for the services provided, our operating results and financial condition could be adversely affected.


In addition, consolidation among our customers could intensify this concentration and adversely affect our business. In the event of consolidation among our customers, depending on which organization controls the supply chain function following the consolidation, we may not be retained as a preferred or approved supplier. In addition, product duplication could result in the termination of a product line that we currently support. While there is potential for increasing our position with the combined customer, our revenues could decrease if we are not retained as a continuing supplier. Even if we are retained as a supplier, we may also face the risk of increased pricing pressure from the combined customer because of its increased market share.

Our operating results may fluctuate from period to period.

Our annual and quarterly operating results may fluctuate significantly depending on various factors, many of which are beyond our control. These factors may include, but are not necessarily limited to:

adverse changes in general economic conditions;
natural disasters that may impede our operations, the operation of our customers’ business, or availability of manufacturing inputs from our suppliers;
the level and timing of customer orders and the accuracy of customer forecasts;
the capacity utilization of our manufacturing facilities and associated fixed costs;
price competition;
market acceptance of our customers’ products;
business conditions in our customers’ end markets;
our level of experience in manufacturing a particular product;
changes in the mix of sales to our customers;
variations in efficiencies achieved in managing inventories and property, plant and equipment;
fluctuations in cost and availability of materials;
timing of expenditures in anticipation of future orders;
changes in cost and availability of labor and components;
our effectiveness in managing the high reliability manufacturing process required by our customers; and
failure or external breach of our information technology systems.

The EMS industry is affected by the United States and global economies, both of which are influenced by world events. An economic slowdown, particularly in the industries we serve, may result in our customers reducing their forecasts or delaying orders. The demand for our services could weaken, which in turn could substantially influence our sales, capacity utilization, margins and financial results.






The agreements governing our debt contain various covenants that may constrain the operation of our business, and our failure to comply with these covenants may have a material adverse effect on our financial condition.

The agreements and instruments governing our secured bank credit facility (the “Credit Facility”) with Manufacturers and Traders Trust Company (“M&T Bank”) and other existing debt contain various covenants that, among other things, require us to comply with certain financial covenants including maintenance of a fixed charge coverage ratio (“Financial Covenants”). The agreements and instruments governing the Credit Facility require financial and other reporting, contain limitations on revolving loan borrowings and restrict or limit our ability to:

incur debt;
incur or maintain liens;
make acquisitions of businesses or entities;
make investments, loans or advances;
enter into guarantee agreements;
engage in mergers, consolidations or certain sales of assets;
engage in transactions with affiliates;
pay dividends or engage in stock redemptions or repurchases; and
make capital expenditures.

The Credit Facility is secured by a general security agreement covering the assets of the Company and its subsidiaries, a pledge of the Company’s equity interest in its subsidiaries, a negative pledge on the Company’s real property, and a guarantee by the Company’s subsidiaries, all of which restrict use of these assets to support other financial instruments.

To the extent we are required to seek additional waivers and/or amendments, we may continue to experience increased borrowing costs. If we are not in compliance with all of our debt covenants, and if M&T Bank chooses to exercise its remedies, M&T Bank could accelerate our primary indebtedness which could cause cross-defaults with respect to other obligations, causing a material adverse effect on our financial condition including, our inability to obtain replacement financing or continue operations. Our ability to comply with covenants contained in our Credit Facility and other existing debt may be affected by events beyond our control, including prevailing economic, financial and industry conditions.


We participate in the electronics industry, which historically produces technologically advanced products with short life cycles.


Factors affecting the electronics industry in general could seriously harm our customers and, as a result, us. These factors may include, but may not be limited to:


the inability of our customers to adapt to rapidly changing technology and evolving industry standards, which result in short product life cycles;
the inability of our customers to develop and market their products, some of which are new and untested;
increased competition among our customers and their competitors, including downward pressure on pricing;
the potential that our customers’ products may become obsolete, or the failure of our customers’ products to gain anticipated commercial acceptance; and
periods of significantly decreased demand in our customers’ markets.


SinceBecause a significant portion of our business is defense-related, reductions or delays in U.S. defense spending may have a material adverse effect on our revenues.


During fiscal 20182020 and fiscal 2017,2019, our sales to customers serving the aerospace and defense industries approximated 59% and 52%60% of our sales respectively.in both years. Because these products and services are ultimately sold to the U.S. government by our customers, these sales are affected by, among other things, the federal budget process, which is driven by numerous factors beyond our control, including geo-political,geopolitical, macroeconomic and political conditions. The contracts between our direct customers and their government customers are subject to political and budgetary constraints and processes, changes in short-range and long-range strategic plans, the timing of contract awards, the congressional budget authorization and appropriation processes, the government’s ability to terminate contracts for convenience or for default, as well as other risks such as contractor suspension or debarment in the event of certain violations of legal and regulatory requirements.




While we believe that our customers’ programs are well aligned with national defense and other priorities, shifts in domestic and international spending and tax policy, changes in security, defense and intelligence priorities, the affordability of our products and services, general economic conditions and developments, and other factors may affect a decision to fund or the level of funding for existing or proposed programs. An impasse in federal budget decision-making could lead to substantial delays or reductions in federal spending. As a result, U.S. Governmentgovernment funding for certain of our customers has been and could continue to be reduced, delayed or eliminated, which could significantly impact these customers’ demand for our products and services and if so this could have a material adverse effect on our business, results of operations and cash flows.


13


We are subject to extensive regulation and audit by the Defense Contract Audit Agency.


The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for U.S. Governmentgovernment contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an arm of the U.S. Department of Defense. Such audits and reviews could result in adjustments to our contract costs and profitability. However, weWe cannot ensure the outcome of any future audits and adjustments may be required to reduce net sales or profits upon completion and final negotiation of audits. If any audit or review were to uncover inaccurate costs or improper activities, we could be subject to penalties and sanctions, including termination of contracts, forfeiture of profits, suspension of payments, fines and suspension or prohibition from conducting future business with the U.S. Government.government. Any such outcome could have a material adverse effect on our financial results.


Our business could be negatively impacted by economic slowdowns in the medical sector.


The medical sector represented approximately 22%26% and 28%22% of our sales during fiscal 20182020 and fiscal 2017,2019, respectively. Medical device industries are intensely competitive and heavily regulated. Medical businesses must operate within an evolving regulatory and risk environment, with ongoing pricing and cost pressures, and adoption of new business models driven by scientific and technological advances. Any significant change in production rates or any restructuring by customers in this sector would likely have a material effect on our results of operations. There is no assurance that our customers will continue to buy products from us at current levels, that we will retain any or all of our existing customers or that we will be able to form new relationships with customers upon the loss of one or more of our existing customers in this market. Any material reduction in sales, consolidation or slowdowns in the medical sector could have a negative impact on our business and financial results.


Global economic and financial market conditions may have a material adverse effect on our results of operations and financial condition.


Current global economic and financial market conditions, including the onset of a global economic recession, may have a material adverse effect on our results of operations and financial condition. These conditions may also materially impact our customers and suppliers. Economic and financial market conditions that adversely affect our customers may cause them to terminate or delay existing purchase orders or to reduce the volume of products they purchase from us in the future. We may be owed significant balances from customers that operate in cyclical industries and under leveraged conditions that could impair their ability to pay amounts owed to us on a timely basis. Failure to collect a significant portion of those receivables could have a material adverse effect on our results of operations and financial condition.


Similarly, adverse changes in credit terms extended to us by our suppliers, such as shortening the required payment period for outstanding accounts payable or reducing the maximum amount of trade credit available to us could significantly affect our liquidity and thereby have a material adverse effect on our results of operations and financial condition.


If we are unable to successfully anticipate changing economic and financial market conditions, we may be unable to effectively plan for and respond to those changes, and this could have a material adverse effect on our operating results.


Tariffs imposed by the U.S. and those imposed in response by other countries, as well as rapidly changing trade relations, could have a material adverse effect on our business and results of operations.


Changes in U.S. and foreign governments’ trade policies have resulted in, and may continue to result in, tariffs on imports into and exports from the U.S. Throughout 2018, theThe U.S. has imposed tariffs on imports from several countries, including China, Canada and the European Union. In response, China, Canada and the European Union have proposed or implemented their own tariffs on certain products and product components, including components we use, impacting our supply chain and increasing our costs of doing business. Although the majority of our supplier contractscustomers allow us to recover tariffs, if we are unable to recover these costs, our profit margins may be negatively impacted. Continued diminished trade relations between the U.S. and other countries, including potential reductions in trade with China and others, as well as the continued escalation of tariffs, could have a material adverse effect on our financial performance and results of operations.



A failure of our information technology systems, including the implementation of our new enterprise resource planning system, could have a material adverse effect on our business.


A failure or prolonged interruption in our information technology systems, some of which are aging, or difficulties encountered in upgrading our systems or implementing new systems, that compromises our ability to meet our customers’ needs, or impairs our ability to record, process and report accurate information could have a material adverse effect on our financial condition.

We are in the process of implementing a financial reporting system, Epicor ERP Software (“Epicor”), as part of a multi-year plan to integrate and upgrade our systems and processes. Epicor will assist with the collection, storage, management and
14


interpretation of data from our business activities to support future growth and to integrate significant processes. Enterprise resource planning (“ERP”) system implementations are complex and time-consuming and involve substantial expenditures on system software and implementation activities, as well as changes in business processes. As part of the Epicor implementation, certain changes to our processes and procedures have and will continue to occur. These changes will result in changes to our internal control over financial reporting. While Epicor is designed to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as each of the affected areas evolve.

Our ERP system is critical to our ability to accurately maintain books and records, record transactions, provide important information to our management and prepare our consolidated financial statements. ERP system implementations also require the transformation of business and financial processes in order to reap the benefits of the ERP system; any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations. Any disruptions, delays or deficiencies in the design and implementation of a new ERP system could adversely affect our ability to process orders, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business. Additionally, if the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be further impacted.

Products we manufacture may contain defects in workmanship, which could result in reduced demand for our services and product liability claims against us.

We manufacture highly complex products to our customers’ specifications, often within tight tolerance ranges, and such products may contain design or manufacturing errors or defects. Defects in the products we manufacture, whether caused by customer design, workmanship, component failure, the use of component suppliers’ products or services, or other error, may result in delayed shipments to customers or reduced or canceled customer orders, adversely affecting our reputation and may result in product liability claims against us. Even if customers or component suppliers are responsible for the defects, they may be unwilling or unable to assume responsibility for costs associated with product failure, which could adversely affect our reputation, customer relationships, and results of operations.

We may not be able to maintain the engineering, technological and manufacturing capabilities required by our customers in the future.

The markets for our manufacturing and engineering services are characterized by rapidly changing technology and evolving process development. The continued success of our business will depend upon our ability to:

hire and retain qualified engineering and technical personnel;
maintain and enhance our technological leadership; and
develop and market manufacturing services that meet changing customer needs.

Although we believe that our operations provide the assembly and testing technologies, equipment and processes that are currently required by our customers, there is no certainty that we will develop the capabilities required by our customers in the future. The emergence of new technology, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive; or we may have to acquire new assembly and testing technologies and equipment to remain competitive. The acquisition and implementation of new technologies and equipment may require significant expense or capital investment that could adversely affect our operating results, as could our failure to anticipate and adapt to our customers’ changing technological requirements.

Failure to attract and retain key personnel and other skilled employees could have a material adverse effect on our business.

Our continued success depends to a large extent on our ability to recruit, train, and retain skilled employees, particularly executive management and technical employees. The competition for these individuals is significant. Accordingly, the loss of the services of certain of these key employees or an inability to attract or retain qualified employees could negatively impact us.

Further, any new acquisitions or developments by us will require the hiring of significant additional workforce to support operations at such properties. Any shortage of skilled labor in the areas of these operations could result in our having insufficient personnel to expand production and fully utilize capacity at our new or developed properties, which could adversely affect our financial condition and results of operations. As a result of our acquisitions and developments, we may be more susceptible to labor shortages than our competitors.

15


Increases in minimum wage could increase the cost of our labor and have a material adverse effect on our financial results.

We have a substantial number of hourly employees who are paid wage rates at or above the applicable federal or state minimum wage. From time to time, federal and state governments have increased and will consider increases in the minimum wage. Several states in which we operate have enacted increases in the minimum wage and legislation to increase the minimum wage may be enacted in the future in states in which we operate. As federal or state minimum wage rates increase, we may need to increase not only the wage rates of our minimum wage employees, but also the wages paid to our other hourly employees in order to remain competitive. Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition and results of operations.

Our operating results may fluctuate from period to period.

Our annual and quarterly operating results may fluctuate significantly depending on various factors, many of which are beyond our control. These factors may include, but are not necessarily limited to:

adverse changes in general economic conditions;
natural disasters that may impede our operations, the operation of our customers’ business, or availability of manufacturing inputs from our suppliers;
the level and timing of customer orders and the accuracy of customer forecasts;
the capacity utilization of our manufacturing facilities and associated fixed costs;
price competition;
market acceptance of our customers’ products;
business conditions in our customers’ end markets;
our level of experience in manufacturing a particular product;
changes in the mix of sales to our customers;
variations in efficiencies achieved in managing inventories and property, plant and equipment;
fluctuations in cost and availability of materials;
timing of expenditures in anticipation of future orders;
changes in cost and availability of labor and components;
our effectiveness in managing the high reliability manufacturing process required by our customers; and
failure or external breach of our information technology systems.

The EMS industry is affected by the United States and global economies, both of which are influenced by world events. An economic slowdown, particularly in the industries we serve, may result in our customers reducing their forecasts or delaying orders. The demand for our services could weaken, which in turn could substantially influence our sales, capacity utilization, margins and financial results.

If we experience deficiencies in our internal control over financial reporting and procedures, it could have a material adverse effect on our business and on our investors’ confidence in our reported financial information, and there is no guarantee that our internal control over financial reporting and procedures will not fail in the future.
Effective internal control over financial reporting and disclosure controls and procedures are necessary for us to provide reliable financial reports and to detect and prevent fraud. In the past, we have experienced material weaknesses with our internal controls and procedures. The remedial measures we have taken may not be sufficient to regain the confidence of investors or any loss of reputation, which could in turn affect our finances and operations. We have been and may be required in the future to expend substantial funds and resources in order to rectify identified deficiencies in our internal controls. Our disclosure controls and internal control over financial reporting may not prevent all errors or all instances of fraud. Because of the inherent limitations in control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our business have been detected. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The benefits of a control system also must be considered relative to the costs of the system and management’s judgments regarding the likelihood of potential events. There can be no assurance that any control system will succeed in achieving its goals under all possible future conditions, and as a result of these inherent limitations, misstatements due to error or fraud may occur and may or may not be detected. If there is a failure in any of our internal controls and procedures, we could face investigation or enforcement actions by the SEC and other governmental and regulatory bodies, litigation, loss of reputation and investor confidence, the inability to acquire capital, and other material adverse effects on our finances and business operations.


The agreements governing our debt contain various covenants that may constrain the operation of our business, and our failure to comply with these covenants may have a material adverse effect on our financial condition.

The agreements and instruments governing our secured bank credit facility (the “Credit Facility”) with Manufacturers and Traders Trust Company (“M&T Bank”) and other existing debt contain various covenants that, among other things, require us
16


to comply with certain financial covenants including maintenance of a fixed charge coverage ratio. The agreements and instruments governing the Credit Facility require financial and other reporting, contain limitations on revolving loan borrowings and restrict or limit our ability to take certain corporate actions.

The Credit Facility is secured by a general security agreement covering the assets of the Company and its subsidiaries, a pledge of the Company’s equity interest in its subsidiaries, a negative pledge on the Company’s real property, and a guarantee by the Company’s subsidiaries, all of which restrict use of these assets to support other financial instruments.

To the extent we are required to seek waivers and/or amendments, we may experience increased borrowing costs. If we are not in compliance with all of our debt covenants, and if M&T Bank chooses to exercise its remedies, M&T Bank could accelerate our primary indebtedness which could cause cross-defaults with respect to other obligations, causing a material adverse effect on our financial condition including, our inability to obtain replacement financing or continue operations. Our ability to comply with covenants contained in our Credit Facility and other existing debt may be affected by events beyond our control, including prevailing economic, financial and industry conditions.

We are subject to ongoing compliance obligations in connection with the SEC settlementan administrative order and our failure to comply with those obligations could adversely affect our business and the liquidity of our common stock.


OnIn June 8, 2016, we consented to the entry of a settled administrative order by the SEC (the “Administrative Order”). Pursuant, pursuant to the Administrative Order,which, among other things, we (i) neither admitted nor denied the SEC’s findings, (ii) agreed to pay a penalty of $200,000, and (iii) agreed to cease-and-desist from committing or causing any violations or future violations of certain provisions of the Securities Exchange Act of 1934, as amended, and certain rules thereunder.

We do not expect the Administrative Order to have any direct material impact on our business and operations. However, we may suffer indirect consequences as a result of the settlement. The SEC settlement could also make it more difficult to attract and retain qualified individuals to serve on our board of directors or as executive officers. Further, if If we are found to be in violation of the Administrative Order, we may be subject to additional enforcement actions or lawsuits that could lead to added penalties and consequences.consequences which may be more severe than if we were not subject to the Administrative Order. The costs of such actions and of defending lawsuits could be significant and exceed the amount of our available insurance coverage. Governmental scrutiny, pending or future investigations by regulators or law enforcement agencies or legal proceedings involving us or our affiliates could have a negative impact on our reputation and on the morale and performance of employees, as well as on business retention and sales, which could adversely affect our business and results of operations.

As a result of the settlement with the SEC, we cannot invoke the “safe harbor” for the forward-looking statements provision of the Private Securities Litigation Reform Act of 1995.

As a result of the Administrative Order, we have forfeited the ability to invoke the “safe harbor” for the forward-looking statements provision of the Private Securities Litigation Reform Act of 1995. This safe harbor provided us enhanced protection from liability related to forward-looking statements if the forward-looking statements were accompanied by meaningful cautionary statements or were made without actual knowledge that they were false or misleading. Without the statutory safe harbor, it may be more difficult for us to defend against any claims based on forward-looking statements.


Start-up costs and inefficiencies related to new or transferred programs can have a material adverse effect on our operating results and may not be recoverable.


Our long termlong-term success depends in part upon our ability to support our customers as they bring new products and programs to market, or transfer programs to us. Often these products and programs have technological issues and require, or our customers desire, engineering and other changes and innovations in order to facilitate full-scale production and end-user acceptance. Although some of these programs, particularly in the defense and space industries, once mature, will likely profitably extend over many years and will be difficult to transfer to our competitors, we may have to make significant upfront investments in them that may be recovered only over the longer term. These investments may have a significant impact on our profitability in nearer term periods. Moreover, start-up costs, including the management of labor and equipment resources in connection with establishing new programs and new customer relationships;relationships, and difficulties in estimating required resources and the timing of those resources in advance of production, can adversely affect our operating results. If new programs or customer relationships


are terminated or delayed, this could have a material adverse effect on our operating results, particularly in the near term, as we may not recoup those start-up costs or quickly replace anticipated new program revenues.


Some of our customers may have regulatory issues that adversely affect our operating results.


Some of our larger customers are in heavily regulated industries, such as health care. If they encounter issues with their regulators related to products we manufacture for them, there may be long delays in resolving those issues or the issues may not be resolved at all, which would adversely affect our operating results.


We may not realize the full value of our backlog, which may result in lower than expected revenue.

At the end of fiscal 2020, our backlog was $194.5 million. We may never realize all of the revenue included in our present backlog. In addition, there can be no assurance that our backlog will result in actual revenue in any particular period due to the receipt, timing, and amount of revenue under contracts included in backlog being subject to various contingencies, many of which are beyond our control. Even if our revenue included in our backlog is realized, there can be no guarantee that the revenue realization will result in a profit. A failure to realize any or all of the revenue included in our present backlog could result in a material adverse effect on our business and results of operations.

17


Most of the customers in our industry do not commit to long-term production schedules, which can make it difficult for us to schedule production.


Customers may cancel their orders, change production quantities or delay production for any number of reasons that are beyond our ability to foresee or control. Although we are always seeking new opportunities, we may not be able to replace any deferred, reduced or canceled orders. Cancellations, reductions or delays by a significant customer or by a group of customers could adversely affect our operating results and working capital levels. Such cancellations, reductions or delays have occurred and may occur again. The volume and timing of sales to our customers may vary due to:


variation in demand for our customers’ products in their end markets;
actions taken by our customers to manage their inventory;
product design changes by our customers; or
changes in our customers’ manufacturing strategy.


Due in part to these factors, most of our customers do not commit to firm, long-term production schedules. Therefore, we make significant judgments based on our estimates of customer requirements, including:


deciding on the levels of business that we will seek;
production schedules;
component procurement commitments;
equipment requirements;
personnel needs; and
other resource requirements.


Increased competition may result in decreased demand or reduced prices for our products and services.


The EMS industry is highly fragmented and characterized by intense competition. Additionally, consolidation in the electronic industry could result in an increasing number of very large electronics companies offering products similar to ours in multiple sectors of the EMS industry. We may be operating at a cost disadvantage compared to larger EMS providers who have greater direct buying power from component suppliers, distributors and raw material suppliers or who have lower cost structures as a result of other efficiencies of scale or their geographic location. As a result, other EMS providers with significant purchasing and marketing power may have a competitive advantage. Our manufacturing processes are generally not subject to significant proprietary protection, and companies with greater resources or a greater market presence may enter our market or increase their competition with us. We also expect our competitors to continue to improve the performance of their current products or services, to reduce the prices of their products or services and to introduce new products or services that may offer greater performance and improved pricing. Any of these factors may cause a decline in our sales, loss of market acceptance for our products or services, profit margin compression, or loss of market share.


We depend on a limited number of suppliers for components that are critical to our manufacturing processes. A shortage of these components or an increase in their price could interrupt our operations and adversely affect our operating results.


For fiscal 2018,2020, IEC obtained 26%22% of the materials used in production from two vendors Avnet, Inc. and Arrow Electronics, Inc. If either of theseour vendors were to cease supplying us with materials for any reason, we would be forced to find alternative sources of supply. A change in suppliers could cause a delay in availability of products and a possible loss of sales, which could adversely affect operating results.


Much of our net revenue is derived from turn-key manufacturing for which we provide the materials specified by our customers. Some of our customer agreements permit periodic adjustments to pricing based on increases or decreases in component prices and other factors. However, we typically bear the risk of component price increases that occur between any such re-pricing dates or, if such re-pricing is not permitted during the balance of the term of a particular customer agreement. As a result, some component price increases may have a material adverse effect on our operating results, if we cannot increase prices enough to offset increased costs or if increased prices lead to canceled orders.




Many of the products we manufacture require one or more components that are available from a limited number of suppliers. In response to supply shortages, some of these components are from time to time subject to allocation limits. In some cases, supply shortages or delayed deliveries could substantially curtail production of those assemblies requiring a limited-supply component, which could contribute to an increase in our inventory levels, and could delay shipments to customers and the associated revenue of all products using that component. Component shortages have been prevalent in our industry, and such shortages may recur. An increase in economic activity could result in shortages if manufacturers of components do not adequately anticipate increased order volume or if they have excessively reduced their production capabilities. World events,
18


armed conflict, governmental regulation, embargoes and changes in trade relations, natural disaster, and epidemics could also affect our supply chain, leading to an inability to obtain sufficient components on a timely basis.


In addition, due to the specialized nature of some components and our customers’ product specifications, we may be required to use sole-source suppliers for certain components. Such suppliers may encounter financial or operational difficulties that could cause delays in or the curtailment of component deliveries.


Our turn-key manufacturing services involve inventory risk.


Our turn-key manufacturing services described above involve a greater investment in inventory and a corresponding increase in risk as compared to consignment services, for which the customer provides all materials. For example, in our turn-key operations, we must frequently order parts and supplies in minimum lot sizes that may be larger than the quantity of product ultimately needed for our customers. Customers’ cancellation or reduction of orders could result in additional expense to us. If we are not reimbursed for excess inventory ordered to meet customer forecasts, we may accumulate excess inventory and/or incur return charges imposed by suppliers. In addition, component price increases and inventory obsolescence associated with turn-key orders could adversely affect our operating results.


Furthermore, we provide inventory management programs for some of our customers under which we are required to hold and manage finished goods inventories. Such inventory management programs may lead to higher finished goods inventory levels, reduced inventory turns and increased financial exposure. In cases where customers have contractual obligations to purchase managed inventories from us, we remain subject to the risk of enforcing the obligation.

Products we manufacture may contain defects in workmanship, which could result in reduced demand for our services and product liability claims against us.

We manufacture highly complex products to our customers’ specifications, often within tight tolerance ranges, and such products may contain design or manufacturing errors or defects. Defects in the products we manufacture, whether caused by customer design, workmanship, component failure or other error, may result in delayed shipments to customers or reduced or canceled customer orders, adversely affecting our reputation and may result in product liability claims against us. Even if customers or component suppliers are responsible for the defects, they may be unwilling or unable to assume responsibility for costs associated with product failure.


Security breaches and other disruptions, both physical and virtual, could compromise our information, harm customer relationships and expose us to liability, which would cause our business and reputation to suffer.


We have access to, create and store sensitive data, including intellectual property, our proprietary business information and that of our customers, and personally identifiable information of our employees. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. As certain of our employees work remotely in accordance with government mandates related to the ongoing pandemic, we face heightened cyber-security risks related to unauthorized system access, aggressive social engineering tactics, and attacks on our information technology systems used to conduct our business. For example, during the fourth quarter of fiscal 2020, we were subject to a cyber incident which, individually and in the aggregate, did not result in a material impact to our operations or financial condition. While we have taken preventative measures to mitigate this risk, we can provide no assurance that we will not be the subject of similar cyberattacks in the future. Cybersecurity breaches, system disruptions and failures may interrupt or delay our ability to provide services to our customers and expose our business and our customers to harm. Any such breach could compromise our networks and the information stored there could be improperly accessed, disclosed, lost or stolen. Any such access, disclosure or other loss of information could disrupt our operations and the services we provide to customers, damage our reputation or our customer relationships, impair our ability to record, process and report accurate information to our stockholders and the SEC, or result in legal claims or proceedings, any of which could adversely affect our business, financial condition, revenues and competitive position. We carry cyber insurance to minimize the potential impact that a security breach may have on our financial condition or results of operations; however, liabilities incurred in connection with a security breach could exceed the limit that our insurer will pay or reimburse, in which case we would bear these fees and costs directly.


Our manufacturing processes and services may result in exposure to intellectual property infringement and other claims.


Providing manufacturing services can expose us to potential claims that products, designs or manufacturing processes we use infringe third party intellectual property rights. Even though many of our manufacturing services contracts generally require our customers to indemnify us for infringement claims relating to their products, including associated product specifications and designs, a particular customer may not, or may not have the resources to, assume responsibility for such claims. In addition, we may be responsible for claims that our manufacturing processes or components used in manufacturing infringe third party intellectual property rights. Infringement claims could subject us to significant liability for damages, potential


injunctive action, or hamper our normal operations such as by interfering with the availability of components and, regardless of merits, could be time-consuming and expensive to resolve, and could have a material adverse effect on our results of operations and financial position. In the event of such a claim, we may be required to spend a significant amount of money to develop non-infringing alternatives or obtain and maintain licenses. We may not be successful in developing such alternatives or obtaining and maintaining such a license on reasonable terms or at all. Our customers may be required to or decide to discontinue products which are alleged to be infringing rather than face continued costs of defending the infringement claims, and such discontinuance may result in a significant decrease in our business.


19


A failure to comply with customer-driven policies and standards, including those related to social responsibility and conflict minerals, could adversely affect our business and reputation.


In addition to government regulations and industry standards, our customers may require us to comply with their own social responsibility, conflict minerals, quality or other business policies or standards, which may be more restrictive than current laws and regulations as well as our pre-existing policies, before they commence, or continue, doing business with us. Such policies or standards may be customer-driven, established by the industry sectors in which we operate or imposed by third party organizations, such as the SEC’s conflict mineral rules.


Our compliance with these policies, standards and third party certification requirements could be costly, and our failure to comply could adversely affect our operations, customer relationships, reputation and profitability. In addition, our adoption of these standards could adversely affect our cost competitiveness, ability to provide customers with required service levels and ability to attract and retain employees in jurisdictions where these standards vary from prevailing local customs and practices.


If we are unable to maintain satisfactory capacity utilization rates, our results of operations and financial condition would be adversely affected.


Given the high fixed costs of our operations, decreases in capacity utilization rates can have a significant effect on our business. Accordingly, our ability to maintain or enhance gross margins continues to depend, in part, on maintaining satisfactory capacity utilization rates. In turn, our ability to maintain satisfactory capacity utilization depends on the demand for our products, the volume of orders we receive, and our ability to offer products that meet our customers’ requirements at competitive prices. If current or future production capacity fails to match current or future customer demands, our facilities would be underutilized, our sales may not fully cover our fixed overhead expenses, and we would be less likely to achieve anticipated gross margins. If forecasts and assumptions used to support the implied fair value of goodwill or realizability of our long-lived assets including intangible assets change, we may incur significant impairment charges, which would adversely affect our results of operations and financial condition, as we have experienced.


In addition, we generally schedule our production facilities at less than full capacity to retain our ability to respond to unexpected additional quick-turn orders. However, if these orders are not received, we may forego some production and could experience continued excess capacity. If we conclude that we have significant, long-term excess capacity, we may decide to permanently close one or more of our facilities and lay off some of our employees. Closures or lay-offs could result in our recording restructuring charges such as severance and other exit costs, and asset impairments.


If our customers choose to provide manufacturing services in-house or overseas, our results of operations could suffer.


Our business has benefited from OEMs deciding to outsource their EMS needs to us. Our future revenue growth depends, in part, on new outsourcing opportunities from OEMs. Current and prospective customers continuously evaluate our performance against other providers, including off-shore procurement opportunities. They also evaluate the potential benefits of manufacturing theirthese products themselves. To the extent that outsourcing opportunities are not available either due to OEM decisions to produce these products themselves or to use other domestic or foreign providers, this could have a material adverse effect on our financial results and prospects.


We may experience disruptions to our business as a result of the relocation of our headquarters and a significant portion of our operations.

We expect to open a new state-of-the-art manufacturing facility, including our headquarters and a significant portion of our operations, in Newark, New York. The process of moving our operations to a new facility is not part of our typical day-to-day operations and may be complex. This relocation process could cause significant disruption to our operations and productivity. We can give no assurance that the relocation will be completed as planned or within the anticipated timeframe. Additionally, the relocation may involve significant costs and the expected benefits of the relocation may not be ablefully realized due to maintain the engineering, technologicalany associated disruption to our operations and manufacturing capabilities required by our customerspersonnel.

Acquired properties and development may subject us to unanticipated liabilities.

Properties that we have acquired, or those we may acquire in the future.

The marketsfuture, may subject us to unanticipated liabilities for our manufacturing and engineering services are characterized by rapidly changing technology and evolving process development. The continued successwhich we would have no recourse, or only limited recourse, to the former owners of our business will depend upon our ability to:

hire and retain qualified engineering and technical personnel;
maintain and enhance our technological leadership; and
develop and market manufacturing services that meet changing customer needs.



Although we believe that our operations providesuch facilities, including the assembly and testing technologies, equipment and processes that are currently required by our customers, there is no certainty that we will develop the capabilities required by our customersdiscovery of structural or other latent defects in the future. The emergenceproperty. As a result, if a third party claim for liability were asserted against us based upon ownership of new technology, industry standards or customer requirements may render our equipment, inventory or processes obsolete or uncompetitive; oran acquired facility, we may havemight be required to acquire new assembly and testing technologies and equipmentpay significant sums to remain competitive. The acquisition and implementation of new technologies and equipment may require significant expense or capital investment thatsettle it, which could adversely affect our operatingfinancial results asand cash flow. Unknown liabilities relating to acquired facilities could ourinclude, among other things, (i) liabilities for clean-up of undisclosed environmental contamination, (ii) claims by vendors or other persons arising on account of actions or omissions of the former owners of the facilities, and (iii) liabilities incurred in the ordinary course of business.
20



Further, acquiring properties that are not yet fully developed or need substantial renovation, rehabilitation or redevelopment poses additional risks, including delays or cost overruns due to a variety of factors including, material or labor shortages, difficulties in obtaining necessary permits and authorizations, and unanticipated changes in scope of the project due to unforeseen structural or environmental issues. Any failure to anticipatecomplete a redevelopment project in a timely manner and adapt to our customers’ changing technological requirements.

Failure to attract and retain key personnel and other skilled employeeswithin budget could have a material adverse effect onupon our business,. results of operation and financial condition.


Our continued success dependsDemand estimates for investments in new properties or development may not result in the benefits we anticipate from these investments.

Substantial capital investments are made in connection with acquisitions and development of our properties to a large extent onincrease our abilitycapacity. If we overestimate demand, we may not realize the benefit we anticipate from these investments. Overestimates in customer demand could result in excess capacity at our properties, which would result in increased fixed costs relative to recruit, train, and retain skilled employees, particularly executive management and technical employees. The competition for these individuals is significant; hence the lossrevenue we generate, which could adversely affect our results of the services of certain of these key employees or an inability to attract or retain qualified employees could negatively impact us.operations.


Failure to comply with current and future governmental regulations related to defense, health and safety and the environment could impair our operations or cause us to incur significant expense.


We are subject to a variety of United States government regulations that control the export and import of defense-related articles and services, as well as federal, state and local regulatory requirements relating to employee occupational health and safety, and environmental and waste management regulations relating to the use, storage, discharge and disposal of hazardous materials used in our manufacturing process. To date, the cost to us of such compliance has not had a material impact on our business, financial condition or results of operations. However, violations may occur in the future as a result of human error, equipment failure or other causes. Further, we cannot predict the nature, scope or effect of environmental legislation or regulatory requirements that could be imposed in the future, or how existing or future laws or regulations will be administered or interpreted. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies, could require substantial expenditures by us and could have a material adverse effect on our business, financial condition and results of operations. If we fail to comply with any present or future regulations, we could be subject to future liabilities or the suspension of production which could have a material adverse effect on our results of operations. While we are not currently aware of any violations, such regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment, or to incur other significant compliance-related expenses.


We may face heightened liability risks specific to our medical device business as a result of additional healthcare regulatory related compliance requirements and the potential severe consequences that could result from manufacturing defects or malfunctions (e.g., death or serious injury) of the medical devices we manufacture, design or test.


As a manufacturer and designer of medical devices for our customers, we have compliance requirements in addition to those relating to other areas of our business. We are required to register with the FDA and are subject to periodic inspection by the FDA for compliance with the FDA’s Quality System Regulation (“QSR”) and current Good Manufacturing Practices (“cGMP”) requirements, which require manufacturers of medical devices to adhere to certain regulations and to implement design and process manufacturing controls, quality control, labeling, handling and documentation procedures. The FDA, through periodic inspections and product field monitoring, continually reviews and rigorously monitors compliance with these QSR requirements and other applicable regulatory requirements. If any FDA inspection reveals noncompliance, and we do not address the FDA’s concerns to its satisfaction, the FDA may take action against us, including issuing a form noting the FDA’s inspection observations, a notice of violation or a warning letter, imposing fines, bringing an action against us and our officers, requiring a recall of the products we manufactured for our customers, issuing an import detention on products entering the U.S. from an offshore facility or temporarily halting operations at or shutting down a manufacturing facility. If any of these were to occur, our reputation and business could suffer.


In addition, any defects or malfunctions in medical devices we manufacture or in our manufacturing processes and facilities may result in liability claims against us, expose us to liability to pay for the recall or remanufacture of a product, or otherwise adversely affect product sales or our reputation. The magnitude of such claims could be particularly severe as defects in medical devices could cause severe harm or injuries, including death, to users of these products and others.


A failure of our information technology systems, including the implementation of our new enterprise resource planning system, could have a material adverse effect on our business.

Item 1B. UNRESOLVED STAFF COMMENTS
A failure or prolonged interruption in our information technology systems, some of which are aging, or difficulties encountered in upgrading our systems or implementing new systems, that compromises our ability to meet our customers’ needs, or impairs our ability to record, process and report accurate information could have a material adverse effect on our financial condition.



We are in the process of implementing a financial reporting system, Epicor ERP Software (“Epicor”), as part of a multi-year plan to integrate and upgrade our systems and processes. Epicor will assist with the collection, storage, management and interpretation of data from our business activities to support future growth and to integrate significant processes. Enterprise resource planning (“ERP”) system implementations are complex and time-consuming and involve substantial expenditures on system software and implementation activities, as well as changes in business processes. As part of the Epicor implementation, certain changes to our processes and procedures have and will continue to occur.  These changes will result in changes to our internal control over financial reporting.  While Epicor is designed to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as each of the affected areas evolve.

Our ERP system is critical to our ability to accurately maintain books and records, record transactions, provide important information to our management and prepare our consolidated financial statements. ERP system implementations also require the transformation of business and financial processes in order to reap the benefits of the ERP system; any such transformation involves risks inherent in the conversion to a new computer system, including loss of information and potential disruption to our normal operations. Any disruptions, delays or deficiencies in the design and implementation of a new ERP system could adversely affect our ability to process orders, provide services and customer support, send invoices and track payments, fulfill contractual obligations or otherwise operate our business. Additionally, if the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected or our ability to assess it adequately could be further impacted.

Competition and consolidation in the electronic industry could negatively affect our business.

Consolidation could result in an increasing number of very large electronics companies offering products similar to ours in multiple sectors of the electronics industry. The growth of these large companies, with significant purchasing and marketing power, could result in increased pricing and competitive pressures for us. Accordingly, industry consolidation could harm our business. We may need to increase our efficiencies to compete and may incur additional restructuring charges.

Item 1B.
UNRESOLVED STAFF COMMENTS


None.


21


Item 2. PROPERTIES


We own or lease properties in three locations that together house our administrative offices (“AO”), engineering (“E”), manufacturing (“M”), warehouse (“W”) and distribution (“D”) functions, as follows:
LocationPrincipal UseBuilding SFOwned/LeasedLease Expiration
Newark, New York (1)
AO,E,M,W,D235,000Owned235,000OwnedN/A
Rochester, New YorkAO,M,W,D47,000Leased47,000Leased5/31/2033
AO,M,W,D (2)
86,000OwnedN/A
Albuquerque, New MexicoAO,E,M,W,D72,000Leased72,0005/31/2033Leased9/30/2031
(1)
Please see the disclosure regarding the expansion of our operations in Newark, NY above under “Expansion of Newark, New York Manufacturing Operations” in Part I, Item 1 of this report.

(1)Please see the disclosure regarding the expansion of our operations in Newark, NY below and under “Expansion of Newark, New York Manufacturing Operations” in Part I, Item 1 of this report.
(2)Please see the disclosure regarding our recent acquisition of the Jetview property in Rochester, NY under “Note 15—Subsequent Events.” We anticipate that when operational this property will be principally used for administrative offices, manufacturing, warehouse and distribution functions.

Our properties are generally in good condition and are suitable for their intended purposes. We have granted mortgages on

On December 10, 2018, the Company, entered into a Lease (the “Lease”), with 1000 Silver Hill LV LLC, a New York limited liability company (the “Landlord”), for certain property located in Newark, New York, that will include a new state-of-the art manufacturing facility and administrative offices having approximately 153,000 square feet (the “Property”). Pursuant to the Lease, the Company will lease the Property for an initial term of 15 years with one renewal option of 10 years. The lease will not commence until we take control of the building, which is anticipated to be during fiscal 2021.

In October 2020, the Company acquired an approximately 86,000 square foot industrial and office building and certain equipment located at 50 Jetview Drive, Rochester, New York for a purchase price of $5,250,000, exclusive of closing costs. The Company financed a portion of the purchase price for this property to secure certain of our obligations towith a mortgage loan from M&T Bank.


Item 3. LEGAL PROCEEDINGS


From time to time, we may be involved in legal actions in the ordinary course of our business, but management does not believe that any such proceedings individually or in the aggregate, will have a material effect on our consolidated financial statements.


Item 4.   MINE SAFETY DISCLOSURES
 
Not Applicable.




INFORMATION ABOUT OUR EXECUTIVE OFFICERS OF THE REGISTRANT


Our executive officers at September 30, 20182020 were as follows:
Name:AgeAge:Title:
Jeffrey T. Schlarbaum5254President and Chief Executive Officer
Thomas L. Barbato4951Senior Vice President and Chief Financial Officer


Jeffrey T. Schlarbaum, age 52,54, has served as a director and as our President and Chief Executive Officer since February 2015. From February 2013 to June 2013 and from June 2014 to February 2015, Mr. Schlarbaum pursued personal interests. From June 2013 to June 2014, Mr. Schlarbaum served as Chief Operations Officer for LaserMax, Inc., a manufacturer of laser gun sights for law enforcement and the shooting sports community. From October 2010 to February 2013, Mr. Schlarbaum served as our President. Prior to that, Mr. Schlarbaum served as our Executive Vice President and President of Contract Manufacturing from October 2008 to October 2010, Executive Vice President from November 2006 to October 2008 and Vice President, Sales & Marketing from May 2004 to November 2006. Prior to joining us, Mr. Schlarbaum served in senior management roles with various contract manufacturing companies. Since July 2017, Mr. Schlarbaum also serves as a director and member of the audit committee of Lakeland Industries, Inc.


Thomas L. Barbato, age 49,51, has served as our Senior Vice President and Chief Financial Officer since September 2018.
Prior to joining us, Mr. Barbato has held various positions with Xerox Corporation, an American global corporation that sells print and digital document solutions, and document technology products, since 1995 most recently serving as Vice President of Finance, North America Operations, Pricing and Contracting Center of Excellence, from January 2017 to September 2018; Vice President of Finance and Chief Financial Officer, Xerox Large Enterprise Operations (LEO) U.S., from March 2014 to December 2016;
22


Vice President of Finance Transformation and Director, Xerox Business Services, from April 2013 to March 2014; and Finance Director, Acquisition Operations Office from April 2010 to April 2013. Prior to joining Xerox Corporation in 1995, Mr. Barbato was a senior auditor with Deloitte & Touche, LLP in Rochester, New York. Mr. Barbato is a certified public accountant.


PART II
 
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


(a) Market Information


Our common stock trades on the NYSE American LLC (“NYSE American”)Nasdaq Global Market under the symbol “IEC”.


(b) Holders


As of November 21, 2018,10, 2020, there were approximately 186177 holders of record of IEC’s common stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.


(c) Dividends

Our Credit Facility includes certain restrictions on paying cash dividends as more fully described in Note 6—Credit Facilities to the Consolidated Financial Statements. We have never paid any cash dividends and have no current plans to pay any dividends in the foreseeable future.

(d) Recent sales of Unregistered Securities


None.


(d)(e) Repurchases of IEC Securities


We did not repurchase any shares during the fourth quarter of the fiscal year ended September 30, 2018.2020. Furthermore, certain covenants in our credit agreement with M&T Bank limit our ability to repurchase shares of our common stock.




23


Item 6. SELECTED FINANCIAL DATA
Years Ended September 30,
20202019201820172016
(amounts in thousands, except per share data)(a)
Net sales$182,714 $156,981 $116,922 $96,455 $127,010 
Gross profit24,120 21,644 14,157 11,257 20,287 
Operating profit10,134 7,568 2,719 1,060 6,248 
Income before income taxes8,696 5,923 1,573 143 4,856 
Provision/(benefit) for income taxes1,943 1,176 (8,837)62 70 
Net income$6,753 $4,747 $10,410 $81 $4,786 
Gross margin as % of sales13.2 %13.8 %12.1 %11.7 %16.0 %
Operating profit as % of sales5.5 %4.8 %2.3 %1.1 %4.9 %
Diluted net income per common share:$0.63 $0.45 $1.01 $0.01 $0.47 
Working capital$38,448 $40,915 $20,748 $17,194 $19,772 
Total assets122,964 110,832 90,448 52,447 50,397 
Long-term debt (excluding current portion)21,476 28,910 16,002 14,023 16,732 
Long-term finance lease obligation6,616 6,685 7,027 5,362 — 
Stockholders’ equity39,155 31,240 25,376 14,429 13,864 
(a)Fiscal year 2018 was impacted by the income tax benefit recorded to release the majority of the valuation allowance against the net deferred income tax assets.

   Years Ended September 30,
   2018 2017 2016 2015 2014
(amounts in thousands, except per share data)
(a) 
     
(b) 
 
(b) 
Net sales $116,922
 $96,455
 $127,010
 $126,999
 $120,837
Gross profit 14,157
 11,257
 20,287
 16,295
 13,689
Operating profit/(loss) 2,719
 1,060
 6,248
 (1,660) 40
Income/(loss) before income taxes 1,573
 143
 4,856
 (3,770) (1,772)
(Benefit)/provision for income taxes (8,837) 62
 70
 1
 12,876
Income/(loss) from continuing operations 10,410
 81
 4,786
 (3,771) (14,648)
Loss from discontinued operations, net 
 
 
 (6,415) (423)
Net income/(loss) $10,410

$81

$4,786

$(10,186)
$(15,071)
            
Gross margin as % of sales 12.1%
11.7%
16.0%
12.8 %
11.3%
Operating profit/(loss) as % of sales 2.3%
1.1%
4.9%
(1.3)%
%
            
Diluted net income/(loss) per common share:    
 Earnings/(loss) from continuing operations $1.01
 $0.01
 $0.47
 $(0.37) $(1.49)
 Earnings/(loss) from discontinued operations 
 
 
 (0.64) (0.04)
 Net earnings/loss $1.01

$0.01

$0.47

$(1.01) $(1.53)
            
Working capital $20,748
 $17,194
 $19,772
 $21,866
 $24,046
Total assets 90,448
 52,447
 50,397
 68,262
 72,996
Long-term debt (excluding current portion)16,002
 14,023
 16,732
 28,323
 28,479
Long-term capital lease obligation (excluding current portion) 7,027
 5,362
 
 
 
Stockholders’ equity 25,376
 14,429
 13,864
 8,688
 17,405
(a) 
Fiscal year 2018 was impacted by the income tax benefit recorded to release the majority of the valuation allowance against the net deferred income tax assets.
(b) 
Fiscal years 2015 and 2014 were impacted by the 2014 restatement of our financial statements and related expenses.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The information in this Management’s Discussion and Analysis should be read in conjunction with the accompanying Consolidated Financial Statements (“Financial Statements”), the related Notes and the five-year summary of Selected Financial Data. References to “Notes” in this report are references to the Notes to the Consolidated Financial Statements unless otherwise specified. Forward-looking statements in this Management’s Discussion and Analysis are qualified by the cautionary statement preceding Item 1 of this Form 10-K and the risk factors identified in Item 1A.
 

24



Results of Operations


Fiscal Years Ended September 30, 20182020 and 20172019


A summary of selected income statement amounts during the fiscal years ended September 30, 20182020 and 20172019 is as follows:
 Years Ended
Income Statement DataSeptember 30,
2020
September 30,
2019
(in thousands)
Net sales$182,714 $156,981 
Gross profit24,120 21,644 
Selling and administrative expenses13,986 14,076 
Interest expense1,438 1,645 
Income before income taxes8,696 5,923 
Provision for income taxes1,943 1,176 
Net income$6,753 $4,747 
  Years Ended
Income Statement Data September 30,
2018
 September 30,
2017
(in thousands)    
Net sales $116,922
 $96,455
     
Gross profit 14,157
 11,257
Selling and administrative expenses 11,438
 10,197
Interest expense 1,146
 917
Income before income taxes 1,573

143
(Benefit)/provision for income taxes (8,837) 62
Net income $10,410

$81


A summary of sales, according to the market sector within which IEC’s customers operate, follows:
Years Ended
 Years Ended
% of Sales by Sector September 30,
2018
 September 30,
2017
Percent of Sales by SectorPercent of Sales by SectorSeptember 30,
2020
September 30,
2019
 
Aerospace and Defense 59% 52%Aerospace and Defense60%60%
Medical 22% 28%Medical26%22%
Industrial 19% 20%Industrial14%18%

 100% 100%100%100%


Revenue increased 21.2%16.4%, or $20.5$25.7 million, during fiscal 20182020 as compared to the prior fiscal year. The increase was mainly driven by increases in sales in the aerospace and defense sector of $18.7$14.4 million and in the medical sector of $14.1 million, partially offset by decreases in the industrial sector of $2.6 million, partially offset by decline in the medical sector of $0.9$2.8 million.


Various increases and decreases for our aerospace and defense customers resulted in a net increase in sales of $18.7$14.4 million for fiscal 20182020 compared to fiscal 2017.2019. Programs frequently fluctuate in demand or end and are replaced by new programs. Aggregate decreasesincreases in sales from existing customers of $5.2 million were offset byin fiscal 2020 due to net increases in revenues from other existing customers of $24.3customer demand was $7.1 million. We hadalso experienced an increase in sales of $1.6$14.0 million from six new customers.production ramp ups. However, ending one customer relationship due to low profitability caused an additional sales decrease of $0.7 million during fiscal 2018.

The net increase in sales for the industrial market sector was $2.6 million. Increases in demand across various customers amounted to $4.3 million, with one customer representing $2.6 million due to growth in the semiconductor market. We also added two new customers with sales of $1.1 million for fiscal 2018. Thesethese increases were partially offset by oneending customer relationships, contracts reaching the end of our customers sourcing more product from an alternate sourcetheir term and other customer delays, which caused a decrease in China and who also experienced softer end market demand which decreased our sales by $2.8 million.of $6.7 million during fiscal 2020.


The net decreaseincrease of $0.9$14.1 million in sales in the medical sector was primarily due to programs ramping up of $17.5 million. The remaining changes were the result of net increases in customer demand of $1.3$4.0 million, partially offset by reductionprograms ending with various customers of $7.4 million.

The net decrease in volumesales for one legacy programthe industrial market sector of $1.5$2.8 million was due to $1.9 million of products on hold at two customers and net decreases in customer demand of $0.3 million. The remaining decrease of $0.6 million was the result of programs ending for two customers.

Due to the Chapter 11 bankruptcy filing of a customer, we incurred a $1.0 million pre-tax non-cash charge during fiscal 2020, related to the increase in our excess and obsolete inventory reserve. The customer communicated to its vendors to “cease providing all products” under its court-supervised process. No portion of the impairment charge is anticipated to result in future cash expenditures. We intend to preserve all rights and pursue available legal remedies to recover any losses suffered as a result of the customer’s Chapter 11 bankruptcy filing. These charges impacted our financial results reported under accounting principles generally accepted in the United States of America (“GAAP”). Net income in fiscal 2020 was $6.8 million, and, adjusted for the ending$1.0 million pre-tax impact from the one-time inventory reserve, adjusted net income was $7.5 million. Information regarding this non-GAAP measure and a reconciliation of programs and customer relationships of $2.3 million.net income to adjusted net income is provided below under “Non-GAAP Financial Measures.”

25





Gross profit was $24.1 million in fiscal 2020 and increased $2.9by $2.5 million from 11.7%compared to $21.6 million in fiscal 2019. Gross profit represented 13.2% and 13.8% of sales in fiscal 2017 to 12.1% of sales for2020 and fiscal 2018.2019, respectively. The customer bankruptcy filing had the most significant impact on gross profit, can be attributedin addition to customer mix. Excluding the non-cash charge related to the increase in sales mix.customer's Chapter 11 bankruptcy filing, our adjusted gross margin would have been 13.7% of sales. Information regarding this non-GAAP measure and a reconciliation of gross profit and gross margin to adjusted gross profit and adjusted gross margin are provided below under “Non-GAAP Financial Measures.”

Selling and administrative (“S&A”) expenses increased $1.2 milliondecreased slightly and represented 9.8%7.7% of sales in fiscal 2018,2020, compared to 10.6%9.0% of sales in the prior fiscal year. The increase in S&A expenses was primarilydecrease is due to professional fees, offset by higher wage andemployee related expenses of $0.7 million and increased consulting expenses related to the ongoing implementation of a new enterprise resource planning (“ERP”) system.costs.

Interest expense increaseddecreased by $0.2 million in fiscal 20182020 compared to the prior fiscal year. The weighted average interest rate on our debt was 0.05% higher1.34% lower during fiscal 20182020 than the prior fiscal year. In fiscal 2018, we incurred approximately $0.3 million of interest related to the capital lease obligation for the Albuquerque, New Mexico and Rochester, New York facilities. Our average outstanding debt balances increased by $2.6$1.7 million in fiscal 20182020 compared to fiscal 20172019 because of higher balances on theour revolving credit facility and equipment line advances to fund capital purchases.facility. Cash paid for interest on credit facility debt was approximately $0.9 million and $0.7$1.3 million for fiscal 20182020 and fiscal 2017, respectively.2019. Detailed information regarding our borrowings is provided in Note 5—6—Credit Facilities.
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. As the Company has a September 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal tax rate of approximately 24.2% for fiscal 2018, and 21% for subsequent fiscal years. The Tax Act eliminates the domestic manufacturing deduction and moves to a territorial system. In addition, previously paid federal AMT will now be refundable regardless of whether there is future income tax liability before AMT credits.

The Company has concluded that the Tax Act has caused the Company’s U.S. deferred tax assets and liabilities to be revalued. Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported basis in the financial statements that will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are revalued and any change is adjusted through the provision for income tax expense in the reporting period of the enactment. As of September 30, 2018, the Company has completed its analysis of the impact of the Tax Act under SAB 118.

For the year ended September 30, 2018, the impact of the Tax Act resulted in the Company recording a tax expense of approximately $4.7 million due to the change in the tax rate. This was offset by a corresponding decrease to the valuation allowance of approximately $5.8 million, resulting in a net tax benefit of approximately $1.0 million related to the release of the valuation allowance on the Company’s AMT credits.


As of September 30, 2018, the Company’s2020, our deferred tax assets were primarily the result of U.S. federal net operating loss carryforwards (“NOLs”) and New York state tax credit carryforwards. A valuation allowance of $1.3 million and $15.1$1.4 million was recorded against our gross deferred tax asset balance as of September 30, 2018,2020, and September 30, 2017, respectively. During the year ended September 30, 2018, management evaluated both positive and negative evidence to consider the reversal of the valuation allowance on the Company's net deferred income tax assets and determined in the fourth quarter of fiscal 2018 that there was sufficient positive evidence to conclude that it is more likely than not that the Company's deferred income tax assets are realizable. As a result, in the fourth quarter of fiscal 2018 the Company recorded a $7.8 million income tax benefit to release most of the valuation allowance against the Company's net deferred income tax assets.2019.


Management performs an assessment of positive and negative evidence regarding the realization of the Company's net deferred income tax assets as required by ASC 740. For the year ended September 30, 2017, we determined that a valuation allowance was needed for all of our net deferred income tax assets, based on the required weight of positive and negative evidence under ASC 740, including consideration of the Company's three-year cumulative losses at that time.

IEC hasWe have federal NOLs for income tax purposes of approximately $29.7$15.2 million at September 30, 2018,2020, expiring mainly in years 2022 through 2025 and 2031 through 2035. The Companytax year 2034. We also hashave an additional state NOLsNOL available of $0.1 million in several jurisdictionsone jurisdiction in which it files.  we file.




Non-GAAP Financial Measures

In addition to reporting net income, gross profit and gross margin, U.S. GAAP measures, we present adjusted net income, adjusted gross profit and adjusted gross margin, which are non-GAAP measures, to reflect the impact of a one-time inventory reserve related to a customer’s bankruptcy. We believe these non-GAAP measures are important measures of our performance because they allow management, investors and others to evaluate and compare our performance from period to period by removing the impact of the one-time inventory reserve related to a customer's bankruptcy. Adjusted net income, adjusted gross profit and adjusted gross margin are not measures of financial performance under GAAP and are not calculated through the application of GAAP. As such, they should not be considered as a substitute for the GAAP measures of net income, gross profit and gross margin and therefore, should not be used in isolation of, but in conjunction with, the GAAP measures. These non-GAAP measures may produce results that vary from the GAAP measures and may not be comparable to a similarly titled non-GAAP measure used by other companies.
Twelve Months Ended
September 30,
2020
Reconciliation to adjusted gross profit:
Gross profit$24,120 
Non-cash charge (1)
987 
Adjusted gross profit$25,107 
Reconciliation to adjusted gross margin:
Gross margin13.2 %
Non-cash charge (1)
0.5 %
Adjusted gross margin13.7 %
Reconciliation to adjusted net income:
Net income$6,753 
Non-cash charge (1)
987 
Income tax effect (2)
(207)
Adjusted net income$7,533 
(1) A non-cash charge related to the increase in our excess and obsolete inventory reserve due to the Chapter 11 bankruptcy filing of a customer of IEC.
26


(2) The income tax effect related to the non-cash charge was calculated using an effective tax rate of 21%.

Liquidity and Capital Resources (Full(Fiscal Years Ended September 30, 20182020 and 2017)2019)
 
Capital Resources
 
As of September 30, 2018,2020, there was $0.2$4.4 million of outstanding capital expenditure commitments for manufacturing equipment.equipment and manufacturing facilities. We generally fund capital expenditures with cash flow from operations, our revolving credit facility and our equipment line advances. Based on our current expectations, we believe that our projected cash flows provided by operations and potential borrowings under the revolving credit facility and equipment line advances, are sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months.


Our cash management system provides for the funding of the disbursement accounts on a daily basis as checks are presented for payment. Under this system, outstanding checks in excess of the bank balance create a book overdraft.


Summary of Cash Flows
 
A summary of selected cash flow amounts for the fiscal years ended follows:
 Years Ended Years Ended
Cash Flow Data September 30,
2018
 September 30,
2017
Cash Flow DataSeptember 30,
2020
September 30,
2019
(in thousands)    (in thousands)
Cash, beginning of year $
 $845
Cash, beginning of year$$
Net cash flow provided by/(used in):  
  
Net cash flow provided by/(used in):  
Operating activities (203) 1,759
Operating activities15,020 (10,456)
Investing activities (1,982) 2,222
Investing activities(6,268)(2,098)
Financing activities 2,185
 (4,826)Financing activities(8,440)12,554 
Net cash decrease for the year 
 (845)
Net cash increase for the yearNet cash increase for the year312 — 
Cash, end of year $
 $
Cash, end of year$312 $— 
 
Operating activities
 
Cash flows provided by operations, before considering changes in working capital, were $4.4$14.4 million in fiscal 20182020 and $2.8$9.5 million in fiscal 2017.2019. Net income of $10.4$6.8 million in fiscal 2018 improved2020 was higher compared to the prior year due to thenet income tax benefit of $1.0$4.7 million as a result of the Tax Act and a release of the deferred tax valuation allowance of $7.8 million. Net income was $0.1 million during the priorin fiscal year.2019.


Working capital provided cash flows of $0.6 million and used cash flows of $4.6 million and $1.1$20.0 million in fiscal 20182020 and fiscal 2017,2019, respectively. The change in working capital in fiscal 20182020 was primarily due to an increase in accounts receivable of $7.3 million and an increase in inventory of $18.6 million. These increases were partially offset by an increase in accounts payable of $13.5 million, an increase in the book overdraft of $2.1$5.3 million and an increase in customer deposits of $6.0$6.6 million, partially offset by an increase in accounts receivable of $2.9 million and an increase in inventories of $8.4 million. AccountsIncreases in accounts receivable increases were primarily due to the timing of revenue in the fourth quarter of fiscal 2018.2020. The accounts payable increase in fiscal 20182020 was partially due to an increase in inventory as well as the timing of payments.purchases. In both periods,fiscal 2020 and fiscal 2019, the increase in inventory and customer deposits was due to securing materials for future production.
 
Investing activities
 
Cash flows used by investing activities were $2.0$6.3 million for fiscal 20182020 and provided $2.2$2.1 million for fiscal 2017.2019. Cash flows used in fiscal 20182020 consisted of $0.8 million of purchases of equipment, and capitalized software costs resulting from the ongoing implementation of aincluding equipment for our new ERP system, partially offset by the proceeds of $1.9 million from the Rochester sale-leaseback transaction.manufacturing facility. Cash flows providedused in fiscal 20172019 consisted of proceeds of $5.8 million from the Albuquerque sale-leaseback transaction, partially offset by the purchases of equipment and capitalized software costs.equipment.
 
Financing activities
 
Cash flows provided byused in financing activities were $2.2$8.4 million in fiscal 20182020 and used $4.8provided cash of $12.6 million for fiscal 2017.2019. During fiscal 2018,2020, net borrowings under all credit facilities were $2.5$8.8 million, with $4.2$6.7 million of net borrowings under the Revolver, as defined below, repayments of $2.9$3.9 million for term debt and $1.2$1.8 million of new borrowings related to Equipment Line Advances. Term debt payments were more than normal principal repayments as proceeds from the Rochester sale-leaseback transaction were used to pay down term debt.master lease. During fiscal 2017,2019, net repaymentsborrowings under all credit facilities were $4.6$12.8 million,


with $4.8$13.7 million of net borrowings under the Revolver, andas defined below, repayments of $9.4$1.2 million for term debt, due largelyand $0.4 million of new borrowings related to the Albuquerque sale-leaseback transaction.equipment line advances.


27



Credit Facilities


At September 30, 2018,2020, borrowings outstanding under the revolving credit facility (the “Revolver”) under the Sixth Amendment to the Fifth Amended and Restated Credit Facility Agreement (which amendeddated as of June 4, 2020 (the “Credit Facility”) which replaced the Fifth Amended and Restated Credit Facility Agreement dated as of December 14, 2015, as amended by various amendments (collectively, the “Credit(the “Prior Credit Facility, as amended”) amounted to $13.0$20.0 million, and the upper limit was $22.0$39.4 million. We believe that our liquidity is sufficient to satisfy anticipated operating requirements during the next twelve months.
 
The Credit Facility as amended, contains various affirmative and negative covenants including financial covenants. As of September 30, 2018, the Company2020, we had to maintain a minimum fixed charge coverage ratio (“Fixed Charge Coverage Ratio”). The Fixed Charge Coverage Ratio compares (i) EBITDAS minus unfinanced capital expenditures minus tax expense, to (ii) the sum of interest expense, principal payments, payments on all capital lease obligations and dividends, if any (fixed charges). “EBITDAS” is defined as earnings before interest, taxes, depreciation, amortization and non-cash stock compensation expense. The Fixed Charge Coverage Ratio was initiallyis measured for a trailing six months ended September 30, 2017 and was measured for athe trailing twelve months ended September 30, 2018.2020. The Credit Facility as amended, also provides for customary events of default, subject in certain cases to customary cure periods, in which events, the outstanding balance and any unpaid interest would become due and payable.


Pursuant to the Credit Facility, as amended, the Fixed Charge Coverage Ratio covenant of a minimum of 1.10 was the only covenant in effect at September 30, 2018.2020. The Fixed Charge Coverage Ratio was calculated as 1.162.32 at September 30, 2018.

2020. The Company was in compliance with allthe financial debt covenantscovenant at September 30, 2018.2020.


Detailed information regarding our borrowings is provided in Note 5—6—Credit Facilities.


Off-Balance Sheet Arrangements
 
IEC isWe are not a party to any material off-balance sheet arrangements.
 
Critical Accounting Policies and Use of Estimates


IEC’sOur consolidated financial statements and accompanying notes are prepared in accordance with GAAP,accounting principles generally accepted in the United States of America (“GAAP”) as presented in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”). In preparing financial statements, management is required to (i) determine the manner in which accounting principles are applied and (ii) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. A discussion of the Company’sour critical accounting policies follows.


Revenue recognition:Revenue is derived primarily from the sale of electronics components that are built to customer specifications. In compliance with “Revenue from Contracts with Customers” (“ASC 606”), for revenue recognized over time, we use an input measure to determine progress towards completion. Under FASB ASC 605-10 (Revenue Recognition),this method, sales and gross profit are recognized as work is performed generally based on the relationship between the actual costs incurred and the total estimated costs at completion. If we have an enforceable right to payment for work completed to date, with a recapture of costs incurred plus an applicable margin, and the goods do not have an alternative future use once the manufacturing process has commenced, then we record an unbilled revenue from salesassociated with non-cancellable customer orders. Similarly, we record an unbilled revenue related to our work-in-process inventory (“WIP inventory”) when the manufacturing process has commenced and there is recognizeda non-cancellable customer purchase order.

We record unbilled contract revenue for revenue related to our WIP inventory when (i) goods are shipped or titlethe manufacturing process has commenced and riskthere is a non-cancellable customer purchase order. We use direct manufacturing labor inputs to estimate the percentage of ownership have passed, (ii) the pricecompletion in satisfying its performance obligation associated with WIP inventory. If assumptions change related to the buyer is fixed or determinable,estimate of the performance obligation associated with WIP inventory, this could have a material impact on the revenue and (iii) realization is reasonably assured. Service revenues are generally recognized as services are rendered or, in the case of material management contracts, in proportion to materials procured to date. Provisions for discounts and rebates to customers, estimated returns and allowances and other adjustments are recorded in the period the related sales arecorresponding margin recognized.


Inventory reserves: FASB ASC 330-10-35 (Inventory) requires us to reduce the carrying value of inventory when there is evidence that the utility of goods will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels or other causes. Inventory balances are generally reduced to the lower of cost or net realizable value by establishing offsetting balance sheet reserves.


Valuation of Deferred Income Tax Assets. We perform an assessment of positive and negative evidence regarding the realization of our net deferred income tax assets as required by FASB ASC 740 (Income Taxes)(“ASC 740”). Under ASC 740, the weight given to negative and positive evidence is commensurate only to the extent that such evidence can be objectively verified. ASC 740 also prescribes that objective historical evidence be given greater weight than subjective evidence, including our forecasts of future taxable income, which include assumptions that cannot be objectively verified. Based on our evaluation of positive evidence in fiscal 2018, we reversed the valuation allowance established in fiscal 2014 on our net deferred income tax assets. We will continue to monitor and evaluate the positive and negative evidence considered in arriving at the above conclusion, in order to assess whether such conclusion remains appropriate in future periods.



Income taxes: ASC 740 describes the manner in which income taxes are to be provided for in our financial statements. We are required to recognize (i) the amount of taxes payable or refundable for the current period and (ii) deferred tax assets and liabilities for the future tax consequences of events that have been reported in our financial statements or tax returns. With respect to uncertain positions that may be taken on a tax return, we recognize related tax benefits only if it is more likely than not that the position will be sustained under examination based on the technical merits of the position. We evaluate whether, based on all available evidence, our deferred income tax assets will be realizable. Valuation allowances are established when it is estimated that it is more likely than not that the tax benefit of a deferred tax asset will not be realized. The determination of income tax balances for financial statement purposes requires significant judgment and actual outcomes may vary from the amounts recorded.

Recently Issued Accounting Standards


Information with respect to recently issued accounting standards is provided in Note 1—Our Business and Summary of Significant Accounting Policies.
28


Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
As a result of its financing activities, the Company is exposed to changes in interest rates that may adversely affect operating results. The Company actively monitors its exposure to interest rate risk and from time to time may use derivative financial instruments to manage the impact of this risk. The Company may use derivatives only for the purpose of managing risk associated with underlying exposures. The Company does not trade or use instruments with the objective of earning financial gains on the interest rate nor does the Company use derivatives instruments where it does not have underlying exposure. The Company did not have any derivative financial instruments at September 30, 20182020 or September 30, 2017.2019.
 
At September 30, 2018,2020, the Company had $17.5$21.7 million of debt, all with variable interest rates. Interest rates on variable loans are currently based on the London interbank offered rate (“LIBOR”). and include an alternate benchmark rate when LIBOR is discontinued. The credit facilities are more fully described in Note 5—6—Credit Facilities. Interest rates based on LIBOR currently adjust daily, causing interest on such loans to vary from period to period. A sensitivity analysis as of September 30, 2018,2020, indicates that a one-percentage point increase or decrease in our variable interest rates, which represents more than a 10% change, would increase or decrease the Company’s annual interest expense by approximately $0.2 million.
 
The Company is exposed to credit risk to the extent of non-performance by M&T Bank under the Credit Facility, as amended.Facility. M&T Bank’s credit rating (reaffirmed A by Fitch in September 2018) is monitored by the Company, and IEC expects that M&T Bank will perform in accordance with the terms of the Credit Facility, as amended.Facility.

29



Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The consolidated financial statements are included in this Item 8 on the pages indicated below:
Page



30




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the stockholders and the Board of Directors of IEC Electronics Corp.


Opinion on the Financial Statements


We have audited the accompanying consolidated balance sheets of IEC Electronics Corp. and subsidiaries (the "Company") as of September 30, 20182020 and 2017, and2019, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended September 30, 2018,2020, 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 September 30, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2018,2020, 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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.


/s/ Deloitte & Touche LLP


Rochester, New York
November 29, 201820, 2020


We have served as the Company's auditor since fiscal 2017.

31






IEC ELECTRONICS CORP.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 20182020 and 20172019
(in thousands, except share and per share data)
 September 30,
2020
September 30,
2019
ASSETS
Current assets:
Cash$312 $
Accounts receivable, net of allowance30,361 27,618 
Unbilled contract revenue8,773 9,529 
Inventories51,374 44,267 
Federal income tax receivable517 
Other current assets1,757 1,454 
Total current assets92,577 83,385 
Property, plant and equipment, net23,587 19,433 
Deferred income taxes4,840 7,154 
Operating lease right-of-use assets, net of accumulated amortization260 
Other long-term assets1,700 860 
Total assets$122,964 $110,832 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$$1,371 
Current portion of operating lease obligation61 
Current portion of finance lease obligation436 338 
Accounts payable29,733 23,690 
Accrued payroll and related expenses3,659 3,174 
Other accrued expenses457 668 
Customer deposits19,783 13,229 
Total current liabilities54,129 42,470 
Long-term debt21,476 28,910 
Long-term operating lease obligation184 — 
Long-term finance lease obligation6,616 6,685 
Other long-term liabilities1,404 1,527 
Total liabilities83,809 79,592 
Commitments and contingencies (Note 11)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value:
500,000 shares authorized; none issued or outstanding
Common stock, $0.01 par value:
Authorized 50,000,000 shares
Issued: 11,556,214 and 11,394,036 shares, respectively
Outstanding: 10,500,726 and 10,338,548 shares, respectively105 103 
Additional paid-in capital49,161 48,001 
Accumulated deficit(8,522)(15,275)
Treasury stock, at cost: 1,055,488 shares(1,589)(1,589)
Total stockholders’ equity39,155 31,240 
Total liabilities and stockholders’ equity$122,964 $110,832 
  September 30,
2018
 September 30,
2017
ASSETS    
Current assets:    
Cash $
 $
Accounts receivable, net of allowance 25,168
 17,887
Inventories 34,126
 15,605
Other current assets 1,747
 1,018
Total current assets 61,041
 34,510

    
Property, plant and equipment, net 20,110
 17,777
Deferred income taxes 8,855
 
Other long-term assets 442
 160

    
Total assets $90,448
 $52,447

    
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Current portion of long-term debt $1,449
 $987
Current portion of capital lease obligation 306
 215
Accounts payable 28,689
 13,046
Accrued payroll and related expenses 1,796
 1,013
Other accrued expenses 458
 444
Customer deposits 7,595
 1,611
Total current liabilities 40,293
 17,316

    
Long-term debt 16,002
 14,023
Long-term capital lease obligation 7,027
 5,362
Other long-term liabilities 1,750
 1,317
Total liabilities 65,072
 38,018
     
Commitments and contingencies (Note 11)    
     
STOCKHOLDERS’ EQUITY    
Preferred stock, $0.01 par value: 
 
500,000 shares authorized; none issued or outstanding    
Common stock, $0.01 par value:    
Authorized 50,000,000 shares    
Issued: 11,304,393 and 11,252,566 shares, respectively    
Outstanding: 10,248,905 and 10,197,078 shares, respectively 102
 102
Additional paid-in capital 47,326
 46,789
Accumulated deficit (20,463) (30,873)
Treasury stock, at cost: 1,055,488 shares (1,589) (1,589)
Total stockholders’ equity 25,376
 14,429
     
Total liabilities and stockholders’ equity $90,448
 $52,447


The accompanying notes are an integral part of these consolidated financial statements.

32





IEC ELECTRONICS CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 20182020 and 20172019
(in thousands, except share and per share data)
 
 Years EndedYears Ended
 September 30,
2018

September 30,
2017
September 30,
2020
September 30,
2019
    
Net sales $116,922
 $96,455
Net sales$182,714 $156,981 
Cost of sales 102,765
 85,198
Cost of sales158,594 135,337 
Gross profit 14,157
 11,257
Gross profit24,120 21,644 
    
Selling and administrative expenses 11,438
 10,197
Selling and administrative expenses13,986 14,076 
Operating profit 2,719
 1,060
Operating profit10,134 7,568 
    
Interest expense 1,146
 917
Interest expense1,438 1,645 
Income before income taxes 1,573
 143
Income before income taxes8,696 5,923 
    
(Benefit)/provision for income taxes (8,837) 62
Provision for income taxesProvision for income taxes1,943 1,176 
    
Net income $10,410
 $81
Net income$6,753 $4,747 
    
Net income per common share:    Net income per common share:
Basic $1.01
 $0.01
Basic$0.65 $0.46 
Diluted $1.01
 $0.01
Diluted$0.63 $0.45 
    
Weighted average number of shares outstanding:    Weighted average number of shares outstanding:
Basic 10,228,596
 10,181,868
Basic10,417,445 10,306,947 
Diluted 10,320,203
 10,181,868
Diluted10,727,438 10,518,126 
 
The accompanying notes are an integral part of these consolidated financial statements.


33


IEC ELECTRONICS CORP.
CONSOLIDATED STATEMENTS of CHANGES in STOCKHOLDERS’ EQUITY
YEARS ENDED SEPTEMBER 30, 20182020 and 20172019
(in thousands, except share data)
 Number of Shares Outstanding Common
Stock,
par $0.01
 Additional
Paid-In
Capital
 Retained
(Deficit)
 Treasury
Stock,
at cost
 Total
Stockholders’
Equity
            
Balances, October 1, 201610,160,128
 $102
 $46,305
 $(30,954) $(1,589) $13,864
            
Net income
 
 
 81
 
 81
Stock-based compensation
 
 460
 
 
 460
Vested restricted stock31,559
 
 
 
 
 
Shares withheld for payment of taxes
upon vesting of restricted stock
(1,825) 
 (3) 
 
 (3)
Employee stock plan purchase7,216
 
 27
 
 
 27
            
Balances, September 30, 201710,197,078
 102
 46,789
 (30,873) (1,589) 14,429
            
Net income
 
 
 10,410
 
 10,410
Stock-based compensation
 
 489
 
 
 489
Vested restricted stock40,107
   
   
 
Shares withheld for payment of taxes
upon vesting of restricted stock
(1,743) 
 (8) 
 
 (8)
Exercise of stock options1,400
 
 6
 
 
 6
Employee stock plan purchases12,063
 
 50
 
 
 50
            
Balances, September 30, 201810,248,905
 $102
 $47,326
 $(20,463) $(1,589) $25,376
Number of Shares OutstandingCommon
Stock,
par $0.01
Additional
Paid-In
Capital
Accumulated DeficitTreasury
Stock,
at cost
Total
Stockholders’
Equity
Balances, September 30, 201810,248,905 $102 $47,326 $(20,463)$(1,589)$25,376 
Impact of adoption of ASC 606, net of taxes— — — 441 — 441 
Net income— — — 4,747 — 4,747 
Stock-based compensation— — 567 — — 567 
Vested restricted stock and restricted stock units, net of shares withheld for payment of taxes51,872 (53)— — (52)
Exercise of stock options, net of shares surrendered26,707 — 101 — — 101 
Employee stock plan purchases11,064 — 60 — — 60 
Balances, September 30, 201910,338,548 $103 $48,001 $(15,275)$(1,589)$31,240 
Net income— — — 6,753 — 6,753 
Stock-based compensation— — 739 — — 739 
Vested restricted stock and restricted stock units, net of shares withheld for payment of taxes46,695 (98)— — (98)
Exercise of stock options, net of shares surrendered100,500 433 — — 434 
Employee stock plan purchases14,983 86 — — 87 
Balances, September 30, 202010,500,726 $105 $49,161 $(8,522)$(1,589)$39,155 
 
The accompanying notes are an integral part of these consolidated financial statements.



34


IEC ELECTRONICS CORP.
CONSOLIDATED STATEMENTS of CASH FLOWS
YEARS ENDED SEPTEMBER 30, 20182020 and 20172019
(in thousands)
 Years Ended Years Ended
 September 30,
2018
 September 30,
2017
September 30,
2020
September 30,
2019
CASH FLOWS FROM OPERATING ACTIVITIES:    CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $10,410
 $81
Net income$6,753 $4,747 
Non-cash adjustments:    Non-cash adjustments:
Stock-based compensation 489
 460
Stock-based compensation739 567 
Depreciation and amortization 2,351
 2,609
Depreciation and amortization3,332 2,832 
Loss on sale of property, plant and equipment 
 4
Change in reserve for doubtful accounts 10
 (151)Change in reserve for doubtful accounts114 (14)
Change in excess/obsolete inventory reserve 123
 (111)Change in excess/obsolete inventory reserve1,268 (81)
Deferred tax benefit (8,855) 
Deferred tax expenseDeferred tax expense2,314 1,577 
Amortization of deferred gain on sale of leaseback (83) (61)Amortization of deferred gain on sale of leaseback(114)(114)
    
Changes in assets and liabilities:    Changes in assets and liabilities:
Accounts receivable (7,291) (596)Accounts receivable(2,857)(2,436)
Unbilled contract revenueUnbilled contract revenue756 (5,196)
Inventories (18,644) (110)Inventories(8,375)(13,828)
Federal income tax receivableFederal income tax receivable517 (517)
Other current assets (729) 196
Other current assets(303)293 
Other long-term assets (333) 
Other long-term assets(856)(434)
Accounts payable 13,540
 1,624
Accounts payable5,251 (2,670)
Change in book overdraft position 2,103
 558
Change in book overdraft position(332)(2,329)
Accrued expenses 797
 (2,437)Accrued expenses274 1,588 
Customer deposits 5,984
 (145)Customer deposits6,554 5,634 
Net change in lease right-of-use assets and liabilitiesNet change in lease right-of-use assets and liabilities(15)
Other long-term liabilities (75) (162)Other long-term liabilities(75)
Net cash flows (used in)/provided by operating activities (203)
1,759
Net cash flows provided by/(used in) operating activitiesNet cash flows provided by/(used in) operating activities15,020 (10,456)
    
CASH FLOWS FROM INVESTING ACTIVITIES    CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (3,934) (3,533)Purchases of property, plant and equipment(6,268)(2,118)
Proceeds from disposal of property, plant and equipment 5
 5
Proceeds from disposal of property, plant and equipment20 
Proceeds from sale-leaseback transaction 1,947
 5,750
Net cash flows (used in)/provided by investing activities (1,982) 2,222
Net cash flows used in investing activitiesNet cash flows used in investing activities(6,268)(2,098)
    
CASH FLOWS FROM FINANCING ACTIVITIES    CASH FLOWS FROM FINANCING ACTIVITIES
Advances from revolving line of credit 62,380
 46,851
Advances from revolving line of credit76,038 81,225 
Repayments of revolving line of credit (58,153) (42,043)Repayments of revolving line of credit(82,724)(67,575)
Borrowings under other loan agreements 1,150
 
Borrowings under other loan agreements1,782 391 
Repayments under other loan agreements (2,921) (9,396)Repayments under other loan agreements(3,904)(1,231)
Repayments under capital lease (244) (173)
Payments under finance leasePayments under finance lease(387)(310)
Proceeds received from lease financing obligationProceeds received from lease financing obligation416 
Debt issuance costs (75) (89)Debt issuance costs(84)(55)
Proceeds from exercise of stock options 6
 
Proceeds from exercise of stock options434 101 
Proceeds from employee stock plan purchases 50
 27
Proceeds from employee stock plan purchases87 60 
Cash paid for employee taxes upon vesting of restricted stock (8) (3)Cash paid for employee taxes upon vesting of restricted stock(98)(53)
Net cash flows provided by/(used in) financing activities 2,185
 (4,826)
Restricted (non-vested) stock grants, net of forfeituresRestricted (non-vested) stock grants, net of forfeitures
Net cash flows (used in)/provided by financing activitiesNet cash flows (used in)/provided by financing activities(8,440)12,554 
    
Net cash decrease for the year 
 (845)
Net cash increase for the yearNet cash increase for the year312 
Cash, beginning of year 
 845
Cash, beginning of year
Cash, end of year $
 $
Cash, end of year$312 $
    
Supplemental cash flow information:    Supplemental cash flow information:
Interest paid $1,151
 $922
Interest paid$1,351 $1,623 
Income taxes paid 7
 127
Income taxes paid147 
Property, plant and equipment additions financed through capital lease 2,000
 5,750
Non-cash transactions:Non-cash transactions:
Property, plant and equipment purchased with extended payment termsProperty, plant and equipment purchased with extended payment terms$1,124 $

The accompanying notes are an integral part of these consolidated financial statements.


35


IEC ELECTRONICS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 20182020 and 20172019


 
NoteNOTE 1—OUR BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Our Business
 
IEC Electronics Corp. (“IEC,( “IEC, “we” or the “Company”) provides electronic manufacturing services (“EMS”) to advanced technology companies that produce life-saving and mission critical products for the medical, industrial, aerospace and defense sectors. The Company specializes in delivering technical solutions for the custom manufacture of complex full system assemblies by providing on-site analytical testing laboratories, custom design and test engineering services combined with a broad array of manufacturing services encompassing electronics, interconnect solutions, and precision metalworking. As a full service EMS provider, IEC holds all appropriate certifications for the market sectors it supports including ISO 9001:2008, AS9100C,2015, AS9100D, and ISO 13485, Nadcap.and we are Nadcap accredited. IEC is headquartered in Newark, NY and also has operations in Rochester, NY and Albuquerque, NM. Additional information about IEC can be found on its web site at www.iec-electronics.com. The contents of this websiteweb site are not incorporated by reference into this annual report.
 
Generally Accepted Accounting Principles
 
IEC’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).
 
Fiscal Calendar
 
The Company’s fiscal year ends on September 30th30 and the first three quarters generally end on the Friday closest to the last day of the calendar quarter. For the fiscal year ended September 30, 20182020 (“fiscal 2018”2020”), the fiscal quarters ended on December 29, 2017,27, 2019, March 30, 201827, 2020 and June 29, 2018.26, 2020. For the fiscal year ended September 30, 20172019 (“fiscal 2017”2019”), the fiscal quarters ended on December 30, 2016,28, 2018, March 31, 201729, 2019 and June 30, 2017.28, 2019.
 
Consolidation
 
The consolidated financial statements include the accounts of IEC and its wholly-owned subsidiaries: IEC Electronics Wire and Cable, Inc. (“Wire and Cable”) which merged into IEC on December 28, 2016; IEC Electronics Corp-Albuquerque (“Albuquerque”); IEC Analysis & Testing Laboratory, LLC (“ATL”); and, for fiscal 2019, IEC California Holdings, Inc. The Rochester unit, formerly Celmet, operates, which was dissolved as a division of IEC.September 18, 2019. All intercompany transactions and accounts are eliminated in consolidation.


Cash
 
The Company’s cash represents deposit accounts with Manufacturers and Traders Trust Company (“M&T Bank”), a banking corporation headquartered in Buffalo, NY. The Company’s cash management system provides for the funding of the disbursement accounts on a daily basis as checks are presented for payment. Under this system, outstanding checks in excess of the bank balance create a book overdraft. Book overdrafts are presented in accounts payable in the consolidated balance sheets. There were 0 book overdrafts as of September 30, 2020. Book overdrafts were $0.3 million as of September 30, 2019. Changes in the book overdrafts are presented within net cash flows provided byby/(used in) operating activities within the consolidated statements of cash flows.
 
Allowance for Doubtful Accounts
 
The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that the likelihood of collection is remote.
 
Inventory Valuation
 
Inventories are stated at the lower of cost or net realizable value under the first-in, first-out method. The Company regularly assesses slow-moving, excess and obsolete inventory and maintains balance sheet reserves in amounts required to reduce the recorded value of inventory to the lower of cost or net realizable value.
 

36



Property, Plant and Equipment
 
Property, plant and equipment (“PP&E”) are stated at cost and are depreciated over various estimated useful lives using the straight-line method. Maintenance and repairs are charged to expense as incurred, while renewals and improvements are capitalized. At the time of retirement or other disposition of PP&E, cost and accumulated depreciation are removed from the accounts and any gain or loss is recorded in earnings.
 
Depreciable lives generally used for PP&E are presented in the table below. Leasehold improvements are amortized over the shorter of the lease term or estimated useful life of the improvement. 
PP&E LivesEstimated

Useful Lives
(years)
Land improvements10
Buildings and improvements5 to 40
Machinery and equipment3 to 510
Furniture and fixtures3 to 7
Software3 to 10
 
Reviewing Long-Lived Assets for Potential Impairment
 
ASC 360-10360 (Property, Plant and Equipment) requires the Company to test long-lived assets (PP&E and definitivedefinite lived assets) for recoverability whenever events or circumstances indicate that the carrying amount may not be recoverable. If carrying value exceeds undiscounted future cash flows attributable to an asset, it is considered impaired and the excess of carrying value over fair value must be charged to earnings. NoNaN impairment charges were recorded by IEC for long-lived assets during fiscal 20182020 and 2017. 
Leases
At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under criteria discussed in ASC 840-10-25 (Leases).  Leases meeting one of four key criteria are accounted for as capital leases and all others are treated as operating leases.  Under a capital lease, the discounted value of future lease payments becomes the basis for recognizing an asset and a borrowing, and lease payments are allocated between debt reduction and interest.  For operating leases, payments are recorded as rent expense.  Criteria for a capital lease include (i) transfer of ownership during the lease term; (ii) existence of a bargain purchase option under terms that make it likely to be exercised; (iii) a lease term equal to 75 percent or more of the economic life of the leased property; and (iv) minimum lease payments that equal or exceed 90 percent of the fair value of the property.fiscal 2019. 
  
Legal Contingencies
 
When legal proceedings are brought or claims are made against the Company and the outcome is uncertain, ASC 450-10450 (Contingencies) requires the Company to determine whether it is probable that an asset has been impaired or a liability has been incurred. If such impairment or liability is probable and the amount of loss can be reasonably estimated, the loss must be charged to earnings.
 
When it is considered probable that a loss has been incurred but the amount of loss cannot be estimated, disclosure but not accrual of the probable loss is required. Disclosure of a loss contingency is also required when it is reasonably possible, but not probable, that a loss has been incurred. 


Legal Expense Accrual


The Company records legal expenses as they are incurred, based on invoices received or estimates provided by legal counsel. Future estimated legal expenses are not recorded until incurred.


Customer Deposits


Customer deposits represent amounts invoiced to customers for which the revenue has not yet been earned and therefore represent a commitment for the Company to deliver goods or services in the future. Deposits are generally short termshort-term in nature and are recognized as revenue when earned.
 


Fair Value Measurements
 
Under ASC 825 (Financial Instruments), the Company is required to disclose the fair value of financial instruments for which it is practicable to estimate value. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities and borrowings. IEC believes that recorded value approximates fair value for all cash, accounts receivable, accounts payable, and accrued liabilities. See Note 6—Fair Value of Financial Instruments for a discussion of the fair value of IEC’sliabilities and borrowings.
 
37


ASC 820 (Fair Value Measurements and Disclosures) defines fair value, establishes a framework for measurement, and prescribes related disclosures. ASC 820 defines fair value as the price that would be received upon sale of an asset or would be paid to transfer a liability in an orderly transaction. Inputs used to measure fair value are categorized under the following hierarchy:
 
Level 1: Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.
 
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; and model-derived valuations in which all significant inputs are observable market data.
 
Level 3: Model-derived valuations in which one or more significant inputs are unobservable.
 
The Company deems a transfer between levels of the fair value hierarchy to have occurred at the beginning of the reporting period. There were no such transfers during fiscal 20182020 or fiscal 2017.
Revenue Recognition
The Company’s revenue is principally derived from the sale of electronic products built to customer specifications, but also from other value-added support services and repair work.  Revenue from product sales is recognized when (i) goods are shipped or title and risk of ownership have passed, (ii) the price to the buyer is fixed or determinable, and (iii) realization is reasonably assured. Service revenue is generally recognized once the service has been rendered.  For material management arrangements, revenue is generally recognized as services are rendered.  Under such arrangements, some or all of the following services may be provided: design, bid, procurement, testing, storage or other activities relating to materials the customer expects to incorporate into products that it manufactures.  Value-added support services revenue, including material management and repair work revenue, amounted to less than 5% of total revenue in fiscal 2018 and fiscal 2017.
Provisions for discounts, allowances, rebates, estimated returns and other adjustments are recorded in the period the related sales are recognized.2019.
 
Stock-Based Compensation
 
ASC 718 (Stock Compensation) requires that compensation expense be recognized for equity awards based on fair value as of the date of grant. For stock options, the Company uses the Black-Scholes pricing model to estimate grant date fair value. Costs associated with stock awards are recorded over requisite service periods, generally the vesting period. If vesting is contingent on the achievement of performance objectives, fair value is accrued over the period the objectives are expected to be achieved only if it is considered probable that the objectives will be achieved. The Company also has an employee stock purchase plan (“ESPP”) that provides for the purchase of Company common stock at a discounted stock purchase price.


Income Taxes and Deferred Taxes
 
ASC 740 (Income Taxes) requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns, but not in both. Deferred tax assets are also established for tax benefits associated with tax loss and tax credit carryforwards. Such deferred tax balances reflect tax rates that are scheduled to be in effect, based on currently enacted legislation, in the years the book/tax differences reverse and tax loss and tax credit carryforwards are expected to be realized. An allowance is established for any deferred tax asset for which realization is not likely.
 
ASC 740 also prescribes the manner in which a company measures, recognizes, presents, and discloses in its financial statements uncertain tax positions that the Companycompany has taken or expects to take on a tax return. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the position will be sustained following examination


by taxing authorities, based on technical merits of the position. The Company believes that it has no material uncertain tax positions.
 
Any interest incurred is reported as interest expense. Any penalties incurred are reported as tax expense. The Company’s income tax filings are subject to audit by various tax jurisdictions and current open years are thefor fiscal year ended September 30, 20142015 through fiscal year ended September 30, 2017. The federal income tax audit for the fiscal year ended September 30, 2013 concluded during fiscal 2017 and resulted in no change to reported tax.2020. 
 
Dividends
 
IEC does not pay dividends on its common stock as it is the Company’s current policy to retain earnings for use in the business. Furthermore, the Company’s FifthSixth Amended and Restated Credit Facility Agreement as amended, with M&T Bank includes certain restrictions on paying cash dividends, as more fully described in Note 5—6—Credit Facilities. 
 
Use of Estimates
 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities. Significant items subject to such estimates include: allowance for doubtful accounts, excess and obsolete inventory reserve, warranty reserves, and the valuation of deferred income tax assets.assets and revenue recognition related to the accounts for over time contracts. Actual results may differ from management’s estimates.


38


Statements of Cash Flows
 
The Company presents operating cash flows using the indirect method of reporting under which non-cash income and expense items are removed from net income. 
 
Segments


The Company’s results of operations for the years ended September 30, 2018fiscal 2020 and 2017fiscal 2019 represent a single operating and reporting segment, referred to as contract manufacturing within the EMS industry. The Company strategically directs production between its various manufacturing facilities based on a number of considerations to best meet its customers’ requirements. The Company shares resources for sales, marketing, engineering, supply chain, information services, human resources, payroll and corporate accounting functions. Consolidated financial information is available that is evaluated regularly by the chief operating decision maker in assessing performance and allocating resources. The Company’s operations as a whole reflect the level at which the business is managed and how the Company’s chief operating decision maker assesses performance internally.


Leases

At contract inception, the Company determines if the new contractual arrangement is a lease or contains a leasing arrangement. If a contract contains a lease, the Company evaluates whether it should be classified as an operating lease or a finance lease. Upon modification of the contract, the Company will reassess to determine if a contract is or contains a leasing arrangement.

The Company records lease liabilities based on the future estimated cash payments discounted over the lease term, defined as the non-cancellable time period of the lease, together with all the following:

Periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and
Periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.

Leases may also include options to terminate the arrangement or options to purchase the underlying lease property. Lease components provide the Company with the right to use an identified asset, which consist of real estate properties and equipment. Non-lease components consist primarily of maintenance services.

As an implicit discount rate is not readily available in the Company’s lease agreements, the Company uses its estimated secured incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. For certain leases with original terms of twelve months or less, the Company recognizes lease expense as incurred and does not recognize any lease liabilities. Short-term and long-term portions of operating lease liabilities are classified as other current liabilities and other long-term liabilities, respectively.

A right-of-use (“ROU”) asset is measured as the amount of the lease liability with adjustments, if applicable, for lease prepayments made prior to or at lease commencement, initial direct costs incurred by the Company to implement the lease and lease incentives. ROU assets are classified as other long-term assets, on the Company’s condensed consolidated balance sheets. The Company evaluates the carrying value of ROU assets if there are indicators of potential impairment, and performs the analysis concurrent with the review of the recoverability of the related asset group. If the carrying value of the asset group is determined to not be fully recoverable and is in excess of its estimated fair value, the Company will record the impairment loss in its condensed consolidated statements of operations. The Company did not recognize an impairment loss during the fiscal year ended September 30, 2020.

Fixed lease expense payments are recognized on a straight-line basis over the lease term. Variable lease payments vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time, and are often due to changes in an external market rate or the value of an index (e.g. Consumer Price Index). The Company did not incur variable lease payments during the fiscal year ended September 30, 2020.

Recently IssuedAdopted Accounting Standards Not Yet Adopted

FASB Accounting StandardStandards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“Topic 606”)2016-02, “Leases” (Topic 842) was issued May 2014 and updates the principles for recognizing revenue. This ASU will supersede most of the existing revenue recognition requirements in GAAP. Under the new standard, revenue will be recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. The standard creates a five-step model that will generally require companies to use more judgment and make more estimates than under current guidance when considering the terms of contracts along with all relevant facts and circumstances. These include the identification of customer contracts and separating performance obligations, the determination of transaction price that potentially includes an estimate of variable consideration, allocating the transaction price to each separate performance obligation, and recognizing revenue in line with the pattern of transfer. Additionally, disclosures required for revenue recognition will include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from costs to obtain or fulfill a contract. Such disclosures are more extensive than what is required under existing GAAP.

February 2016. The guidance iswas effective for the Company beginning inwith the first quarter of fiscal 2020. As a result of this adoption, the fiscal year ending September 30, 2019 (“fiscal 2019”).following accounting policies were implemented or changed.

The Company elected the optional transition method to initially apply the new lease standard at the adoption date and not adjust its comparative period consolidated financial statements. The Company has identified key personnelelected the package of three practical expedients, which permits the Company not to evaluate the guidancereassess prior conclusions about lease identification, lease classification and approve a transition method.initial direct costs. The Company has assessednot elected the use-of-hindsight or the practical expedient in determining lease term or impairment of
39


ROU assets. In addition, the Company has elected a short-term lease exemption policy that permits the impactCompany to not apply the recognition requirements of the new lease standard to leases with a term of 12 months or less. The Company has also elected an accounting policy to not separate lease and non-lease components for certain classes of leases.

Adoption of Topic 842 resulted in recognition of additional net lease assets of approximately $0.3 million and net lease liabilities of approximately $0.3 million as of October 1, 2019 based on the present value of remaining minimum rental payments and corresponding ROU assets based upon the operating lease liabilities. The adoption did not impact our beginning stockholders’ equity for fiscal 2020 and did not have a material impact on the consolidated statements of operations or cash flows.

Recently Issued Accounting Updates

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which amends the existing guidance may result in a changerelating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the Company’s revenue recognition modelconsistent application of GAAP for electronics manufacturing services from “point in time” upon physical delivery to an “over time” modelother areas of accounting for income taxes by clarifying and believesamending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is evaluating the effect of adopting this transition maynew accounting guidance, but does not expect adoption will have a material impact on the Company’s consolidated financial statements upon adoption primarily as it recognizes an increasestatements.

In March 2020, the FASB issued ASU 2020-03 “Codification Improvements to Financial Instruments.” This ASU improves and clarifies various financial instruments topics, including the current expected credit losses (“CECL”) standard issued in contract assets for unbilled receivables with a corresponding reduction in inventories.2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company has commenced implementationis evaluating the effect of adopting this new accounting guidance, but does not expect adoption will have a material impact on the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This standard provides optional guidance for a limited time to ease the potential burden in accordanceaccounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this standard apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in this standard are elective and are effective upon issuance for all entities. The Company is evaluating the expedients and exceptions provided by the amendments in this standard to determine their impact on the Company's consolidated financial statements.

NOTE 2—REVENUE RECOGNITION

ASC 606: Revenue from Contracts with Customers

Satisfaction of Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the planned effective date. The new guidance allows for two transition methodscustomer, and is the unit of account in application: (i) retrospectiveASC 606. A contract's transaction price is allocated to each prior reporting period presented,distinct performance obligation and recognized as revenue when, or (ii) modified retrospective withas, the cumulative effect of adoption recognized on October 1, 2018, the first dayperformance obligation is satisfied. Many of the Company’s fiscal 2019.



Company's contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company primarily provides contract manufacturing services to its customers. The customer provides a design, the Company procures materials and manufactures to that design and ships the product to the customer. Revenue is derived primarily from the manufacturing of these electronics components whichthat are built to customer specifications.

The Company's performance obligations are satisfied at a point in time or over time as work progresses. Revenue from goods and services transferred to customers at a point in time accounted for 51.0% and 51.2% of the Company's revenue for the fiscal years ended September 30, 2020 and September 30, 2019, respectively. Revenue on these contracts is recognized when obligations under the terms of the customer contract are satisfied; generally this occurs with the transfer of control upon shipment. If there is no enforceable right to payment for work completed to date, or the Company does not recapture costs incurred plus an applicable margin, then the Company records revenue upon shipment to the customer.

Revenue from goods and services transferred to customers over time accounted for 49.0% and 48.8% of the Company's revenue for the fiscal years ended September 30, 2020 and September 30, 2019, respectively. For revenue recognized over time, the Company uses an input measure to determine progress towards completion. Under this method, sales and gross profit are
40


recognized as work is performed generally based on the customer's components are manufactured over time. Therelationship between the actual costs incurred and the total estimated costs at completion. If the Company has an enforceable right to payment for work completed to date, with a recapture of costs incurred plus an applicable margin, and the goods do not have an alternative future use once the manufacturing process has commenced. Thecommenced, then the Company records an unbilled contract asset for finished goodsrevenue associated with non-cancellable customer orders. The Company also records an unbilled contract asset for revenue related to its work-in-process inventory (“WIP”) when the manufacturing process has commenced and there is a non-cancellable customer purchase order. The Company uses an input method of direct manufacturing labor inputs to measure progress towards satisfying its performance obligation associated with WIP inventory.

The Company has contractual arrangements with many of its customers which require the customer to purchase any unused inventory that the Company has purchased to fulfill that customer’s manufacturing demand. Revenue from the sale of any excess inventory to the customer is recognized at a point in time when control transfers, which is typically when title passes to the customer upon shipment. The Company also derives revenue from the sale of procured finished goods, specifically for resale. Revenue from the sales of these goods is recognized when control transfers at a point in time, which is typically when title passes to the customer. The Company also derives revenue from engineering and design services. Service revenue is generally recognized over timeonce the service has been rendered. For material management arrangements, revenue is generally recognized as services are performed.

The Company will adoptrendered. Under such arrangements, some or all of the new guidance underfollowing services may be provided: design, bid, procurement, testing, storage or other activities relating to materials the modified retrospective approach with a cumulative adjustment increasingcustomer expects to incorporate into products that it manufactures. Value-added support services revenue, including material management and repair work revenue, amounted to less than 3% of total revenue in each of the opening balance of retained earnings by approximately $0.5 million to $1.0 million, net of tax. Prior periods will not be retrospectively adjusted.

FASB ASU 2016-02, “Leases” was issued in February 2016. The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. For public entities, the new guidance is effective for annual periods beginning after December 15, 2018, or the Company’s fiscal year endingyears ended September 30, 2020 and interim periods within those annual periods. Early adoption is permitted for all entities. September 30, 2019.
Returns and Discounts

The Company does not offer its customers a right of return. Rather, the Company warrants that each unit received by the customer will meet the agreed upon technical and quality specifications and requirements. Only when the delivered units do not meet these requirements can the customer return the non-compliant units as a corrective action under the warranty. The remedy offered to the customer is evaluatingrepair of the impact this ASU willreturned units or replacement if repair is not viable. Accordingly, the Company records a warranty reserve and any warranty activities are not considered to be a separate performance obligation. Historically, warranty reserves have on itsnot been material.

Provisions for discounts, allowances, estimated returns and other adjustments are recorded in the period the related sales are recognized.

Shipping and Handling Costs

Amounts billed to customers for shipping and handling activities after the customer obtains control are treated as a promised service performance obligation and recorded in net sales in the accompanying consolidated financial statements.statements of operations. Shipping and handling costs incurred by the Company for the delivery of goods to customers are considered a cost to fulfill the contract and are included in cost of sales in the accompanying consolidated statements of operations.


Contract Assets

Contract assets consist of unbilled contract amounts resulting from sales under contracts when the revenue recognized exceeds the amount billed to the customer.

Practical Expedients and Exemptions

The Company generally expenses incremental costs of obtaining a contract when incurred because the amortization period would be less than one year. These costs primarily relate to sales commissions and are recorded in selling and administrative expense in the consolidated statements of operations.

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Disaggregated Revenue

The table below shows net sales from contracts with customers by market sector. See additional information regarding market sectors in Note 2—10—Market Sectors and Major Customers.

Years Ended
September 30, 2020September 30, 2019
Point in TimeOver TimeNet SalesPoint in TimeOver TimeNet Sales
(in thousands)
Aerospace & Defense$56,454 $53,174 $109,628 $42,625 $51,564 $94,189 
Medical15,826 31,680 47,506 18,115 16,421 34,536 
Industrial20,877 4,703 25,580 19,597 8,659 28,256 
$93,157 $89,557 $182,714 $80,337 $76,644 $156,981 
41



Customer Deposits

Customer deposits are recorded when cash payments are received or due in advance of revenue recognition from contracts with customers. The timing of revenue recognition may differ from the timing of billings to customers. The changes in customer deposits from the Company's custom manufacturing services are as follows:
Years Ended
Customer DepositsSeptember 30,
2020
September 30,
2019
(in thousands)
Beginning balance$13,229 $7,595 
Recognition of deferred revenue(17,807)(10,799)
Deferral of revenue24,361 16,433 
Ending balance$19,783 $13,229 

Sales Outside the United States

For each of the fiscal years ended September 30, 2020 and September 30, 2019, less than 3% of net sales were shipped to locations outside the United States.

NOTE 3—ALLOWANCE FOR DOUBTFUL ACCOUNTS


A summary of activity in the allowance for doubtful accounts during the fiscal years ended September 30, 20182020 and 2017 is as2019 follows:
 Years Ended
Allowance for Doubtful AccountsSeptember 30,
2020
September 30,
2019
(in thousands)  
Allowance, beginning of period$71 $85 
Increase (decrease) in provision for doubtful accounts114 (14)
Write-offs
Allowance, end of period$185 $71 
  Years Ended
Allowance for doubtful accounts September 30,
2018
 September 30,
2017
(in thousands)    
Allowance, beginning of period $75
 $226
Change in provision for doubtful accounts 10
 (144)
Write-offs 
 (7)
Allowance, end of period $85
 $75
Note 3—NOTE 4—INVENTORIES
 
A summary of inventory by category at period end is as follows:
InventoriesSeptember 30,
2020
September 30,
2019
(in thousands)
Raw materials$32,904 $25,393 
Work-in-process15,009 15,928 
Finished goods3,461 2,946 
Total inventories$51,374 $44,267 
42
Inventories
September 30,
2018

September 30,
2017
(in thousands)
 

Raw materials
$21,323
 $8,964
Work-in-process
11,263

5,080
Finished goods
1,540

1,561
Total inventories
$34,126

$15,605




Note 4—NOTE 5—PROPERTY, PLANT AND EQUIPMENT, NET
 
A summary of property, plant and equipment and accumulated depreciation at period end is as follows:
Property, Plant and Equipment September 30,
2018
 September 30,
2017
Property, Plant and EquipmentSeptember 30,
2020
September 30,
2019
(in thousands)    (in thousands)
Land and improvements $788
 $788
Land and improvements$788 $788 
Buildings and improvements 7,314
 8,910
Buildings and improvements7,430 7,411 
Building under capital lease 7,750
 5,750
Building under capital lease7,750 7,750 
Machinery and equipment 30,969
 27,947
Machinery and equipment34,095 31,708 
Furniture and fixtures 7,877
 7,520
Furniture and fixtures8,113 8,047 
SoftwareSoftware5,215 5,215 
Construction in progress 5,360
 4,968
Construction in progress6,079 1,173 
Total property, plant and equipment, at cost 60,058
 55,883
Total property, plant and equipment, at cost69,470 62,092 
Accumulated depreciation (39,948) (38,106)Accumulated depreciation(45,883)(42,659)
Property, plant and equipment, net $20,110
 $17,777
Property, plant and equipment, net$23,587 $19,433 
 
Depreciation expense during the fiscal years ended September 30, 20182020 and 20172019 follows:
 Years Ended
Depreciation ExpenseSeptember 30,
2020
September 30,
2019
(in thousands)
Depreciation expense$3,238 $2,775 

  Years Ended
  September 30,
2018
 September 30,
2017
(in thousands)    
Depreciation expense $2,358
 $2,515

Note 5—NOTE 6—CREDIT FACILITIES
 
A summary of borrowings at period end is as follows:   
Fixed/September 30, 2020September 30, 2019
VariableMaturityInterestInterest
DebtRateDateBalanceRateBalanceRate
(in thousands)
M&T credit facilities:
Revolving Credit Facilityv6/4/2023$19,960 2.75 %$26,646 4.31 %
Master Leasev6/4/20231,782 3.00 — — 
Term Loan Bv5/5/202202,779 4.59 
Equipment Line Term NotevVarious— 01,125 4.56 
Total debt, gross21,742 30,550 
Unamortized debt issuance costs(266)(269)
Total debt, net21,476 30,281 
Less: current portion(1,371)
Long-term debt$21,476 $28,910 
  Fixed/   September 30, 2018 September 30, 2017
  Variable     Interest   Interest
Debt Rate Date Balance Rate Balance Rate
(in thousands)            
M&T credit facilities:            
Revolving Credit Facility v 5/5/2022 $12,996
 5.26% $8,769
 3.73%
Term Loan B v 5/5/2022 3,636
 5.36
 5,714
 3.99
Celmet Building Term Loan f 11/7/2018
1 

 
 802
 4.72
Equipment Line Advances v 12/18/2018 314
 5.56
 
 
Equipment Line Term Note v Various
2 
794
 5.56
 
 
Total debt, gross     17,740
   15,285
  
Unamortized debt issuance costs     (289)   (275)  
Total debt, net     17,451
   15,010
  
Less: current portion     (1,449)   (987)  
Long-term debt     $16,002
   $14,023
  
1 The Celmet Building Term Loan was repaid in connection with the sale-leaseback transaction described in Note 12—Capital Lease. Proceeds from the transaction were also used to pay down a portion of Term Loan B.
2 On July 26, 2018 and September 27, 2018, $750 thousand and $86 thousand, respectively, of Equipment Line Advances matured and were converted to an Equipment Line Term Note.


M&T Bank Credit Facilities
 
Effective as of August 2, 2018,June 4, 2020, the Company and M&T Bank entered into the Sixth Amendment to the Fifth Amended and Restated Credit Facility Agreement (the “Credit Facility”) which amendedreplaced the Fifth Amended and Restated Credit Facility Agreement dated as of December 14, 2015, as amended by various amendments (collectively, the “Credit“Prior Credit Facility, as amended”).



43



Pursuant to the Credit Facility, the Company increased its revolving credit facility to an aggregate principal amount of $45.0 million and added provisions that allow the Company, subject to certain requirements, to request further increases, in minimum amounts of $5.0 million, up to $55.0 million. Some of the proceeds from the Credit Facility were used to repay the existing outstanding Term Loan B and Equipment Line Term Note. The Credit Facility also amended the financial covenant, Fixed Charge Coverage Ratio, and set a Minimum Fixed Charge Coverage Ratio. In addition, the Credit Facility modified the definition of Applicable Margin used to determine interest charges on outstanding and unused borrowings under the revolving credit facility and modified the definition of Permitted Acquisitions. The Credit Facility also established a LIBOR floor of 1% and included an alternate benchmark rate when LIBOR is discontinued. During the fiscal year ended September 30, 2020, the Company paid fees of approximately $84 thousand related to this Credit Facility.

Also as of June 4, 2020, the Company and M&T Bank entered into a master equipment lease (the “Master Lease”) for a lease line of up to $10.0 million in lease value of equipment to the Company. The Master Lease contains terms and provisions customary for transactions of this type, including obligations relating to the use, operation and maintenance of the equipment. The Master Lease also contains customary events of default, including nonpayment of amounts due under the lease and assignments for the benefit of creditors, bankruptcy or insolvency. In the event that an event of default occurs, M&T Bank may exercise one or more remedies specified in the Master Lease. At the conclusion of the lease term, the Company will have the right to purchase the equipment under the Master Lease. The Master Lease will renew automatically for additional 12-month terms until the Company provides M&T Bank with notice of non-renewal.

The Credit Facility as amended, is secured by a general security agreement covering the assets of the Company and its subsidiaries, a pledge of the Company’s equity interest in its subsidiaries, a negative pledge on the Company’s real property, and a guarantee by the Company’s subsidiaries, all of which restrict use of these assets to support other financial instruments.


Individual debt facilities provided under the Credit Facility as of September 30, 2020, and Prior Credit Facility, as amended, as of September 30, 2019, are described below:


a)
Revolving Credit Facility (“Revolver”): At September 30, 2018, up to $22.0 million is available through May 5, 2022. The maximum amount the Company may borrow is determined based on a borrowing base calculation described below.
b)
Term Loan B: $14.0 million was borrowed on January 18, 2013. Principal is being repaid in 120 equal monthly installments of $117 thousand. As part of an amendment to the Credit Facility, as amended, the principal was modified from $8.0 million to $6.0 million and principal is being repaid in equal monthly installments of $71 thousand plus a balloon payment of $0.6 million. The maturity date of the loan is May 5, 2022. The proceeds of the sale-leaseback transaction described in Note 12—Capital Lease, were used to pay down a portion of the loan.
c)
Celmet Building Term Loan: $1.3 million was borrowed on November 8, 2013 pursuant to an amendment to the Credit Facility, as amended. The proceeds were used to reimburse the Company’s cost of purchasing its Rochester, New York facility. Principal was being repaid in 59 equal monthly installments of $11 thousand plus a balloon payment of $672 thousand due at maturity on November 7, 2018. The loan was repaid in connection with the sale-leaseback transaction described in Note 12—Capital Lease.
d)
Equipment Line Advances: Up to $1.5 million is available through May 5, 2022. Interest only is paid until maturity. Principal is due six months after borrowing or can be converted to an Equipment Line Term Loan. On September 18, 2018, $0.3 million was borrowed.
e)
Equipment Line Term Note: $0.8 million was converted from an Equipment Line Advance on July 26, 2018 and is being repaid in 36 equal monthly installments of $21 thousand and matures July 26, 2021. $0.1 million was converted from an Equipment Line Advance on September 27, 2018 and is being repaid in 36 equal monthly installments of $2 thousand and matures September 29, 2021.

a)Revolving Credit Facility (“Revolver”): At September 30, 2020, up to $45.0 million was available pursuant to the Credit Facility through June 4, 2023. At September 30, 2019, up to $35.0 million was available through May 5, 2022 under the Prior Credit Facility, as amended. The maximum amount the Company may borrow is determined based on a borrowing base calculation described below.
b)Master Lease: At September 30, 2020, we had drawn down $1.8 million pursuant to the $10.0 million Master Lease that was entered into as of June 4, 2020.
c)Term Loan B: As of September 30, 2019, $14.0 million was borrowed on January 18, 2013. Principal was being repaid in 120 equal monthly installments of $117 thousand. As part of an amendment to the Prior Credit Facility, as amended, the principal was modified from $8.0 million to $6.0 million and principal was being repaid in equal monthly installments of $71 thousand plus a balloon payment of $0.6 million. The maturity date of the loan was May 5, 2022. Some of the proceeds from the Credit Facility were used to repay the existing outstanding Term Loan B and no amounts remained outstanding as of September 30, 2020.
d)Equipment Line Term Note: On March 18, 2019, $0.3 million was converted from an Equipment Line Advance, principal was being repaid in 36 equal monthly installments of $9 thousand and was set to mature on March 18, 2022. On May 6, 2019, $0.4 million was converted from an Equipment Line Advance, principal was being repaid in 36 equal monthly installments of $11 thousand and was set to mature on May 6, 2022. Some of the proceeds from the Credit Facility were used to repay the existing outstanding Equipment Line Term Note and no amounts remained outstanding as of September 30, 2020.

Borrowing Base


At September 30, 2018,2020, under the Credit Facility, the maximum amount the Company can borrow under the Revolver was the lesser of (i) 85% of eligible receivables plus (ii) up to 90% of eligible investment grade accounts plus (iii) a percentage of eligible inventories (up to a cap of $30.0 million). At September 30, 2019, under the Prior Credit Facility, as amended, the maximum amount the Company cancould borrow under the Revolver was the lesser of (i) 85% of eligible receivables plus a percentage of eligible inventories (up to a cap of $8.0$30.0 million) or (ii) $22.0 million at September 30, 2018 and September 30, 2017.$35.0 million.


At September 30, 2018,2020, the upper limit on Revolver borrowings was $22.0$39.4 million, and $9.0$19.4 million was available. At September 30, 2017,2019, the upper limit on Revolver borrowings was $16.0$35.0 million with $7.2$8.4 million available. Average Revolver balances amounted to $12.5$24.4 million and $6.1$21.4 million during the fiscal years ended September 30, 20182020 and September 30, 2017,2019, respectively.
44


Interest Rates


Under the Credit Facility, as amended, variable rate debt accrues interest at LIBOR plus the applicable marginal interest rate that fluctuates based on the Company’s Fixed Charge Coverage Ratio, as defined below. At September 30, 2018,2020, the applicable marginal interest rate was 3.00%1.75% for the Revolver. At September 30, 2019, the applicable marginal interest rate was 2.25% for the Revolver and 3.25%2.50% for Term Loan B and Equipment Line Advances. At September 30, 2017, the applicable marginal interest rate was 2.50% for the Revolver and 2.75% for Term Loan B.Advances. Changes to applicable margins and unused fees resulting from the Fixed Charge Coverage Ratio, as defined below, generally become effective mid-way through the subsequent quarter.


The Company incurs quarterly unused commitment fees ranging from 0.250% to 0.375% of the excess of $22.0$45.0 million over average borrowings under the Revolver. Fees incurred amounted to $23.3$32 thousand and $50.0$20 thousand during the fiscal years ended September 30, 20182020 and September 30, 2017,2019, respectively. The fee percentage varies based on the Company’s Fixed Charge Coverage Ratio, as defined below.


Financial Covenants


The Credit Facility as amended, contains various affirmative and negative covenants including financial covenants. As of September 30, 2018,2020, the Company had to maintain a minimum fixed charge coverage ratio (“Fixed Charge Coverage Ratio”). The Fixed Charge Coverage Ratio compares (i) EBITDAS minus unfinanced capital expenditures minus income tax expense, to (ii) the sum of interest expense, principal payments, payments on all capital lease obligations and dividends, if any (fixed charges). “EBITDAS” is defined as earnings before interest, income taxes, depreciation, amortization and non-cash stock compensation expense. The Fixed Charge Coverage Ratio was initially measured for a trailing six months ended September 30, 2017 and was measured for a trailing twelve months ended September 30, 20182020 as a minimum of 1.10 times. The Fixed Charge Coverage Ratio was the only covenant in effect at September 30, 2018.2020. The Credit Facility as amended, also provides for customary events of default, subject in certain cases to customary cure periods, in which the outstanding balance and any unpaid interest would become due and payable.


The Company was in compliance with allthe financial debt covenantscovenant at September 30, 2018.2020.


Contractual Principal Payments


A summary of contractual principal payments under IEC’s borrowings at September 30, 20182020 for the next fourthree years taking into consideration the Credit Facility as amended, is as follows:
Debt Repayment ScheduleContractual
Principal
Payments
(in thousands) 
Twelve months ending September 30, 
2021 $
2022 
2023 21,742 
  $21,742 

Debt Repayment Schedule Contractual
Principal
Payments
(in thousands)    
Twelve months ended September 30,  
2019
   $1,449
2020
   1,136
2021
   1,094
2022
(1) 
   14,061
     $17,740
(1) Includes Revolver balance of $13.0 million at September 30, 2018, maturing on May 5, 2022.

Note 6—FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Instruments Carried at Historical Cost
The Company’s long-term debt is not quoted.  Fair value was estimated using a discounted cash flow analysis based on Level 2 valuation inputs, including borrowing rates the Company believes are currently available to it for loans with similar terms and maturities.
The Company’s debt is carried at historical cost on the consolidated balance sheet. The fair value and carrying value of the Celmet Building Term Loan at September 30, 2017 was $0.8 million. As described in Note 12—Capital Lease, the Celmet Building Term Loan was repaid on May 11, 2018.

The fair value of the remainder of the Company’s debt approximated carrying value at September 30, 2018 and September 30, 2017, as it is variable rate debt.

NoteNOTE 7—WARRANTY RESERVES
 
IEC generally warrants its products and workmanship for up to twelve months from date of sale. As an offset to warranty claims, the Company is sometimes able to obtain reimbursement from suppliers for warranty-related costs or losses. Based on historical warranty claims experience and in consideration of sales trends, a reserve is maintained for estimated future warranty costs to be incurred on products and services sold through the balance sheet date. The warranty reserve is included in other accrued expenses on the consolidated balance sheet.sheets.


A summary of additions to and charges against IEC’s warranty reserves during the period follows: 
 Years Ended
Warranty ReserveSeptember 30,
2020
September 30,
2019
(in thousands)  
Reserve, beginning of period$165 $173 
Provision(14)116 
Warranty costs(51)(124)
Reserve, end of period$100 $165 
45


 
Years Ended
Warranty Reserve
September 30,
2018
 September 30,
2017
(in thousands)
 

 
Reserve, beginning of period
$153

$180
Provision
266

137
Warranty costs
(246)
(164)
Reserve, end of period
$173

$153
NoteNOTE 8—STOCK-BASED COMPENSATION
 
The 2019 Stock Incentive Plan (the “2019 Plan”) was approved by the Company’s stockholders at the March 2019 Annual Meeting. The 2019 Plan replaced the 2010 Omnibus Incentive Compensation Plan (“2010 Plan”) that was approved by the Company’s stockholders at the January 2011 Annual Meeting of Stockholders.Meeting. The 2019 Plan, like the 2010 Plan, which is administered by the Compensation Committee of the Board of Directors and provides for the following types of awards: incentive stock options, nonqualified options, stock appreciation rights, restricted shares, restricted stock units, performance compensation awards, cash incentive awards, director stock and other equity-based and equity-related awards. Awards are generally granted to certain members of management and employees, as well as directors. The Company also has an employee stock purchase plan (“ESPP”),ESPP, adopted in 2011, that provides for the purchase of Company common stock at a discounted stock purchase price. Under the 2019 Plan, 840,360 shares of common stock, plus any shares that are subject to awards granted under the 2010 Plan upthat expire, are forfeited or canceled without the issuance of shares (other than shares used to 2,000,000 commonpay the exercise price of a stock option under the 2010 Plan and shares used to cover the tax withholding of the award under the 2010 Plan) may be issued over a term of ten years. Under the ESPP, 150,000 shares of common stock may be purchasedissued over a term of ten years.

Stock-based compensation expense recorded under the 2010 Plan totaled $0.5$0.7 million and $0.6 million for each of the fiscal years ended September 30, 20182020 and 2017,2019, respectively.


At September 30, 2018,2020, there were 415,710603,869 shares of common stock remaining shares available to be issued under the 20102019 Plan and 100,76574,718 shares of common stock remaining shares available to be purchasedissued under the ESPP.


Expenses relating to stock options that comply with certain U.S. income tax rules are neither deductible by the Company nor taxable to the employee. Further information regarding awards granted under the 2010 Plan, 2019 Plan and ESPP is provided below.
 
Stock Options
 
When options are granted, IEC estimates fair value using the Black-Scholes option pricing model and recognizes the computed value as compensation cost over the vesting period, which is typically four years. The contractual term of options granted under the 2010 Plan and 2019 Plan is generally seven years. The volatility rate is based on the historical volatility of IEC’s common stock.
 
Assumptions used in the Black-Scholes model and the estimated value of options granted during the fiscal years ended September 30, 20182020 and 20172019 follows:
 Years Ended Years Ended
Valuation of Options September 30,
2018
 September 30,
2017
Valuation of OptionsSeptember 30,
2020
September 30,
2019
    
Assumptions for Black-Scholes:    Assumptions for Black-Scholes:
Risk-free interest rate 2.84% 1.50%Risk-free interest rate0.46 %1.64 %
Expected term in years 5.5
 4.0
Expected term in years5.55.5
Volatility 33% 39%Volatility40 %37 %
Expected annual dividends none
 none
Expected annual dividendsNaNNaN
   

Value of options granted:   

Value of options granted:
Number of options granted 120,000
 57,500
Number of options granted47,50070,000
Weighted average fair value per share $1.84
 $1.19
Weighted average fair value per share$2.77$2.40
Fair value of options granted (000s) $221
 $68
Fair value of options granted (000s)$132$168
 

46



A summary of stock option activity, together with other related data, follows:
 Years Ended Years Ended
 September 30, 2018 September 30, 2017 September 30, 2020September 30, 2019
Stock Options Number
of Options
 Wgtd.  Avg. Exercise Price Number
of Options
 Wgtd.  Avg. Exercise PriceStock OptionsNumber
of Options
Wgtd.  Avg. Exercise PriceNumber
of Options
Wgtd.  Avg. Exercise Price
        
Outstanding, beginning of period 743,045
 $4.27
 759,795
 $4.43
Outstanding, beginning of period743,145 $4.54 737,145 $4.33 
Granted 120,000
 5.19
 57,500
 3.64
Granted47,500 6.00 70,000 6.40 
Exercised (1,400) 4.08
 
 
Exercised(100,500)4.32 (34,000)4.46 
Forfeited (114,000) 4.78
 (44,500) 5.67
Forfeited(15,000)3.92 (24,250)3.70 
Expired (10,500) 5.24
 (29,750) 5.04
Expired(5,000)6.91 (5,750)4.06 
Outstanding, end of period 737,145
 $4.33
 743,045
 $4.27
Outstanding, end of period670,145 $4.67 743,145 $4.54 
        
For options expected to vest      
  
For options expected to vest  
Number expected to vest 724,398
 $4.32
 727,403
 $4.29
Number expected to vest662,160 $4.66 733,068 $4.52 
Weighted average remaining life, in years 4.0
   4.6
  
Weighted average remaining life, in years3.33.5 
Intrinsic value (000s)   $733
  
 $545
Intrinsic value (000s)$2,656  $1,757 
        
For exercisable options      
  
For exercisable options  
Number exercisable 426,358
 $4.24
 332,472
 $4.40
Number exercisable506,145 $4.31 566,146 $4.22 
Weighted average remaining life, in years 3.3
   4.1
  
Weighted average remaining life, in years2.12.5 
Intrinsic value (000s)   $467
  
 $229
Intrinsic value (000s)$2,198  $1,521 
        
For non-exercisable options      
  
For non-exercisable options  
Expense not yet recognized (000s)   $343
  
 $416
Expense not yet recognized (000s)$339 $329 
Weighted average years to be recognized 2.8
   1.8
  
Weighted average years to be recognized2.83.3 
        
For options exercised        For options exercised
Intrinsic value (000s)   $2
  
 $
Intrinsic value (000s)$444  $77 
 
Restricted (Non-vested) Stock
 
Certain holders of IEC restricted stock have voting and dividend rights as of the date of grant, butand, until vested, the shares may be forfeited and cannot be sold or otherwise transferred. At the end of the vesting period, which is typically four or five years (three years in the case of directors), holders have all the rights and privileges of any other common stockholder.stockholder of the Company. The fair value of a share of restricted stock is its market value on the date of grant, and that value is recognized as stock-basedstock compensation expense over the vesting period. 
 

47



A summary of restricted stock activity, together with related data, follows: 
 Years Ended Years Ended
 September 30, 2018 September 30, 2017 September 30, 2020September 30, 2019
Restricted (Non-vested) Stock Number of Non-vested Shares Wgtd. Avg. Grant Date Fair Value Number of Non-vested Shares Wgtd. Avg. Grant Date Fair ValueRestricted (Non-vested) StockNumber of Non-vested SharesWgtd. Avg. Grant Date Fair ValueNumber of Non-vested SharesWgtd. Avg. Grant Date Fair Value
        
Outstanding, beginning of period 109,695
 $4.01
 115,950
 $4.16
Outstanding, beginning of period82,707 $5.25 103,233 $4.08 
Granted 44,878
 4.29
 39,576
 3.79
Granted24,850 5.03 32,385 7.09 
Vested (40,107) 4.11
 (31,559) 4.25
Vested(44,482)4.80 (51,511)4.09 
Shares withheld for payment of
taxes upon vesting of restricted stock
 (1,743) 3.70
 (1,825) 4.27
Forfeited (9,490) 4.20
 (12,447) 4.03
Forfeited(13,250)6.09 (1,400)4.13 
Outstanding, end of period 103,233
 $4.08
 109,695
 $4.01
Outstanding, end of period49,825 $5.32 82,707 $5.25 
        
For non-vested shares  
    
  
For non-vested shares   
Expense not yet recognized (000s)   $315
  
 $328
Expense not yet recognized (000s)$229 $328
Weighted average remaining years for vesting  
 1.7
   1.7
Weighted average remaining years for vesting 1.52.0
        
For shares vested  
    
  
For shares vested   
Aggregate fair value on vesting dates (000s)  
 $187
  
 $123
Aggregate fair value on vesting dates (000s) $317 $346
 
Stock Issued to Board Members
 
In addition to annual grants of restricted stock, included in the table above, board members may elect to have their meeting fees paid in the form of shares of the Company’s common stock. The Company has not paid any meeting fees in stock since May 21, 2013. 


Restricted Stock Units
 
Holders of IEC restricted stock units do not have voting and dividend rights as of the date of grant, and, until vested, the unitsunit may be forfeited and cannot be sold or otherwise transferred. At the end of the vesting period, which is typically three years, holders will receive shares of the Company’s common stock and have all the rights and privileges of any other common stockholder of the Company. The fair value of a restricted stock unit is the market value of the underlying shares of the Company’s stock on the date of grant and that value is recognized as stock compensation expense over the vesting period. 
 
A summary of restricted stock unit activity, together with related data, follows: 
 Years Ended
 September 30, 2020September 30, 2019
Restricted Stock UnitsNumber of Non-vested SharesWgtd. Avg. Grant Date Fair ValueNumber of Non-vested SharesWgtd. Avg. Grant Date Fair Value
Outstanding, beginning of period153,186 $5.36 170,492 $3.96 
Granted50,556 9.19 63,011 7.09 
Vested(17,015)3.58 (12,258)4.64 
Forfeited(68,059)3.58 
Outstanding, end of period186,727 $6.56 153,186 $5.36 
For non-vested shares   
Expense not yet recognized (000s)$762  $659 
Weighted average remaining years for vesting 1.82.2
For shares vested   
Aggregate fair value on vesting dates (000s) $86  $
48


  Years Ended
  September 30, 2018 September 30, 2017
Restricted Stock Units Number of Non-vested Shares Wgtd. Avg. Grant Date Fair Value Number of Non-vested Shares Wgtd. Avg. Grant Date Fair Value
         
Outstanding, beginning of period 267,999
 $4.03
 112,809
 $4.64
Granted 102,864
 4.28
 155,190
 3.58
Vested 
 
 
 
Forfeited (200,371) 4.22
 
 
Outstanding, end of period 170,492
 $3.96
 267,999
 $4.03
         
For non-vested shares  
    
  
Expense not yet recognized (000s)   $352
  
 $329
Weighted average remaining years for vesting  
 2.3
   2.0




NoteNOTE 9—INCOME TAXES
 
(Benefit)/provisionProvision for income taxes during the fiscal years ended September 30, 20182020 and 20172019 follows:
Years Ended
Income Tax ProvisionSeptember 30,
2020
September 30,
2019
(in thousands) 
Current tax:
State$146 $116 
Federal(517)(517)
Deferred tax:
State(49)17 
Federal2,340 1,471 
Valuation allowance23 89 
Provision for income taxes$1,943 $1,176 
  Years Ended
Income Tax Provision September 30, 2018 September 30, 2017
(in thousands)    
Current tax:    
State $6
 $53
Federal 12
 9
     
Deferred tax:    
State (103) 
Federal 5,088
 
Valuation allowance (13,840) 
(Benefit)/provision for income taxes $(8,837) $62


Differences between the federal statutory rate and IEC’s effective tax rates for fiscal 20182020 and fiscal 20172019 are explained by the following reconciliation.
Years Ended
Taxes as Percent of Pretax IncomeSeptember 30,
2020
September 30,
2019
Federal statutory rate21.0 %21.0 %
Increase in valuation allowance0.3 1.5 
Deferred tax adjustment0.5 
State income taxes, net of federal benefit2.8 1.8 
Stock-based compensation(0.5)0.3 
Research and development credit(1.4)(5.4)
Non-deductible expenses0.1 0.2 
Income tax provision as percent of pretax income22.3 %19.9 %

49


  Years Ended
Taxes as Percent of Pretax Income September 30, 2018 September 30, 2017
     
Federal statutory rate 24.2 % 34.0 %
     
Decrease in valuation allowance (880.0) (164.4)
Deferred tax adjustment (21.2) 65.8
Decrease in state deferred tax rate (6.6) 
State income taxes, net of federal benefit 0.4
 26.8
Rate change due to Tax Reform 316.6
 
Stock-based compensation 7.3
 57.6
Non-deductible expenses 0.6
 23.5
Other (3.2) 
     
Income tax provision as percent of pretax income (561.9)% 43.3 %



The following table displays deferred tax assets by category:
As of
 As of
 September 30,
2018
 September 30,
2017
Deferred Tax Assets/(Liabilities)Deferred Tax Assets/(Liabilities)September 30,
2020
September 30,
2019
(in thousands)    (in thousands)
Deferred tax assets:    
Deferred tax assets/(liabilities):Deferred tax assets/(liabilities):
Federal and state net operating loss carryforward $6,366
 $11,367
Federal and state net operating loss carryforward$3,194 $4,945 
Alternative minimum tax credit carryforward 1,031
 1,010
Alternative minimum tax credit carryforward517 
Depreciation and fixed assets 306
 289
Depreciation and fixed assets(213)268 
Amortization and impairment of intangibles 27
 28
New York State investment tax and other credits 1,308
 1,186
New York State investment tax and other credits1,419 1,396 
Inventories 382
 585
Inventories876 476 
Deferred gain on sale-leaseback 431
 271
Deferred gain on sale-leaseback466 452 
Research and development creditResearch and development credit440 319 
Section 481(a) adjustmentSection 481(a) adjustment(64)(96)
Other 312
 412
Other141 273 
Total before allowance 10,163
 15,148
Total deferred tax asset before allowanceTotal deferred tax asset before allowance6,259 8,550 
Valuation allowance (1,308) (15,148)Valuation allowance(1,419)(1,396)
Deferred tax assets, net $8,855
 $
Deferred tax assets, net$4,840 $7,154 


On December 22, 2017,In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of tax payments or other changes to their income and non-income-based tax laws. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S. government enacted comprehensive, includes measures to assist companies, including temporary changes to income and non-income-based tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. As the Company has a September 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal tax rate of approximately 24.2% for fiscal 2018, and 21% for subsequent fiscal years. The Tax Act eliminates the domestic manufacturing deduction and moves to a territorial system. In addition, previously paid federal AMT will now be refundable regardless of whether there is future income tax liability before AMT credits.

laws. The Company has concludedassessed the provisions of the CARES Act and determined that there were no material tax impacts to the Tax Act has caused the Company’s U.S. deferred tax assets and liabilities to be revalued. Deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported basis in theconsolidated financial statements that will resultfor the fiscal year ended September 30, 2020.

The CARES Act includes a provision which accelerates the refund of alternative minimum tax (“AMT”) credits to allow a full utilization or refund of the remaining credits beginning in taxable or deductible amountstax year 2019, with the option to elect to claim the refund in future years. Deferred tax assets and liabilities are measured using enacted tax ratesyear 2018. In the prior fiscal year, as the Company expected to applyhave net operating loss carryforward to offset its 2019 taxable income in years in which those temporary differences arefull, the AMT credit was expected to be recovered or settled.refundable in full. As changessuch, the Company elected to claim the remaining AMT refund in full in the 2018 tax laws or rates are enacted,year and thus reclassified the remaining portion of its AMT credit from deferred tax assets and liabilities are revalued and any change is adjusted through the provision for income tax expenseto federal income tax receivable in the reporting period of the enactment.consolidated balance sheet. As of September 30, 2018,2020, the Companyrefund has completed its analysis ofbeen received in full and thus the impact of the Tax Act under SAB 118.federal income tax receivable balance is 0.

For the year ended September 30, 2018, the impact of the Tax Act resulted in the Company recording a tax expense of approximately $4.7 million due to the change in the tax rate. This was offset by a corresponding decrease to the valuation allowance of approximately $5.8 million, resulting in a net tax benefit of approximately $1.0 million related to the release of the valuation allowance on the Company’s AMT credits.


As of September 30, 2018,2020, the Company’s deferred tax assets were primarily the result of U.S. federal net operating loss carryforwards (“NOLs”) and New York State tax credit carryforwards. A valuation allowance of $1.3 million and $15.1$1.4 million was recorded against ourthe Company's gross deferred tax asset balance as of September 30, 2018,2020 and September 30, 2017, respectively. During the year ended September 30, 2018, management evaluated both positive and negative evidence to consider the reversal of the valuation allowance on the Company's net deferred income tax assets and determined in the fourth quarter of fiscal 2018 that there was sufficient positive evidence to conclude that it is more likely than not that the Company's deferred income tax assets are realizable. As a result, in the fourth quarter of fiscal 2018 the Company recorded a $7.8 million income tax benefit to release most of the valuation allowance against the Company's net deferred income tax assets.2019.

Management performs an assessment of positive and negative evidence regarding the realization of the Company's net deferred income tax assets as required by ASC 740. For the year ended September 30, 2017, we determined that a valuation allowance was needed for all of our net deferred income tax assets, based on the required weight of positive and negative evidence under ASC 740, including consideration of the Company's three-year cumulative losses at that time.


IEC has federal NOLs for income tax purposes of approximately $29.7$15.2 million at September 30, 2018,2020, expiring mainly in years 2022 through 2025 and 2031 through 2035.tax year 2034. The Company also has an additional state NOLsNOL available of $0.1 million in several jurisdictionsone jurisdiction in which it files.




Recent New York state corporate tax reform has resulted in the reduction of the business income base rate for qualified manufacturers in New York stateState to 0% beginning in fiscal 2016 for IEC. At September 30, 2018,2020, the Company had $1.6has $1.4 million of New York State investment tax and other credit carryforwards, expiring in various years through 2031.2032. The credits cannot be utilized unless the New York state tax rate is no longer 0%, and as such, the Company has recorded a valuation allowance against the full amount of these credit carryforwards (net of the federal benefit).


50
Note


NOTE 10—MARKET SECTORS AND MAJOR CUSTOMERS
 
A summary of sales, according to the market sector within which IEC’s customers operate, is as follows:
Years Ended
Percent of Sales by SectorSeptember 30,
2020
September 30,
2019
Aerospace and Defense60%60%
Medical26%22%
Industrial14%18%
100%100%
  Years Ended
% of Sales by Sector September 30,
2018
 September 30,
2017
     
Aerospace and Defense 59% 52%
Medical 22% 28%
Industrial 19% 20%

 100% 100%


TwoNaN individual customers represented 10% or more of sales for the fiscal year ended September 30, 2018. One customer2020. Two customers were in the aerospace and defense sector and totaled 23%27% and one11% of sales, respectively. The third customer was in the medical sector totaled 11%.and represented 17% of sales. In the prior fiscal year, two1 individual customerscustomer represented 10% or more of sales, onethis customer in the medical sector totaled 14%, while the other customerwas in the aerospace and defense sector and totaled 13%.23% of sales.


ThreeNaN individual customers represented 10% or more of receivables and accounted for 55%30% of outstanding balances at September 30, 2018.2020. At September 30, 2017, three2019, 2 individual customers represented 10% or more of receivables and accounted for 42%38% of such outstanding balances.
 
Credit risk associated with individual customers is periodically evaluated by analyzing the entity’s financial condition and payment history. Customers generally are not required to post collateral.


NoteNOTE 11—COMMITMENTS AND CONTINGENCIES
 
Litigation


From time to time, the Company may be involved in legal actions in the ordinary course of its business, but management does not believe that any such proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s consolidated financial statements.


NoteNOTE 12—CAPITAL LEASELEASES
 
Operating Leases


On November 18, 2016, the Company entered intoIEC has a sale-leaseback agreement, pursuantlease portfolio that consists of operating leases for equipment, and has remaining terms from less than one year to theup to approximately five years, with contractual terms expiring from 2020 to 2024. None of a purchase and sale agreement, with Store Capital Acquisitions, LLC, a Delaware limited liability company (the “Purchaser”), for the sale of certain property, including the manufacturing facility located in Albuquerque, New Mexico (the “Albuquerque Property”). Albuquerque (the “Seller”) completed the sale of the Albuquerque Property to the Purchaser for an aggregate purchase price of approximately $5.8 million including a $0.1 million holdback held subject to a holdback of funds agreement. The net bookthese leases contain residual value of assets sold was $4.6 million and the value of the assets acquired under the lease is $5.8 million. The Company recorded a deferred gain of $1.1 millionguarantees, substantial restrictions, or covenants.

Supplemental balance sheet information related to the transaction, which is recorded in other long-term liabilities sectionCompany’s operating leases were as follows:
September 30,
2020
Weighted average remaining lease term for operating leases (in years)3.8
Weighted average discount rate for operating leases5.47 %

Finance Leases

IEC's lease portfolio also consists of the consolidated balance sheets. The proceeds from the transaction were used to pay off the Albuquerque Mortgage Loanfinance leases for equipment and pay down Term Loan A. As part of the transaction, a Lease Agreement dated as of November 18, 2016 was entered into between the Sellerreal estate, and the Purchaser (the “Lease”). Pursuant to the Lease, the Seller is leasing the Albuquerque Property for an initial term of 15 years, with two renewal optionshas remaining terms of five years each. The initial base annual rent isup to approximately $0.5 million and is subject to an annual increase equal to the lesser of 2% or 1.25 times the changethirteen years, with contractual terms expiring in the Consumer Price Index. If an event of default occurs under the terms of the Lease, among other things, all rental amounts accelerate and become due and owing, subject to certain adjustments.2024 through 2033.


On April 10, 2018, the Company entered into a purchase and sale agreement, with the Purchaser, for the sale of the Company’s manufacturing facility located in Rochester, New York (the “Rochester Property”). The Rochester Property was sold for $2.0
51




million, and the net book value of the assets sold was $1.2 million. The Company recorded a deferred gain of $0.7 millionSupplemental balance sheet information related to the transaction, which isCompany’s finance leases were as follows:
September 30,
2020
Finance lease right-of-use assets, net of accumulated amortization (included in PP&E) (in thousands)$6,329
Weighted average remaining lease term for finance leases (in years)11.3
Weighted average discount rate for finance leases4.83%

Lease Expense

The components of lease expense, recorded in other long-term liabilities sectioncost of sales, selling and administrative expenses and interest expense in the consolidated balance sheet. The proceeds fromstatements of operations, during the transactionfiscal year ended September 30, 2020 were usedas follows:

Year ended
Lease ExpenseClassificationSeptember 30,
2020
(in thousands)
Operating lease expense
Fixed payment operating lease expense ¹Cost of sales$184 
Fixed payment operating lease expenseSelling and administrative expenses32 
Variable payment operating lease expense
Finance lease expense
Depreciation of ROU assetsCost of sales534 
InterestInterest expense347 
Total lease expense$1,097 
1 Includes short-term leases which are not material.

Supplemental Cash Flow Information

Supplemental cash flow information related to pay off the Celmet Building Term Loan and pay down a portion of Term Loan B. In conjunction with this purchase,Company's leases during the fiscal year ended September 30, 2020 were as follows:
Year ended
Supplemental Cash FlowSeptember 30,
2020
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating lease ROU assets$83 
Interest paid on finance leases346 
Financing cash flows from finance leases
Lease liabilities arising from obtaining ROU assets:
Operating leases$53 

52


Contractual Lease was amended to include the Rochester Property. The amended Lease includes both the lease-back of the Rochester Property and the Albuquerque Property. The lease term for both properties expires on May 31, 2033 and provides for renewals of two successive periods of 5 years each.Payments

A summary of capitaloperating lease payments for the next five years follows:
Operating Lease Payment ScheduleContractual
Lease
Payments
(in thousands)
Twelve months ending September
2021$73 
202273 
202371 
202455 
2025 and thereafter
Total operating lease payments272 
Less: amounts representing interest(27)
Total operating lease obligation$245 

A summary of finance lease payments for the next five years follows:
Finance Lease Payment ScheduleContractual
Lease
Payments
(in thousands)
Twelve months ending September
2021$768 
2022781 
2023795 
2024809 
2025 and thereafter6,117 
Total finance lease payments9,270 
Less: amounts representing interest(2,218)
Total finance lease obligation$7,052 

The Company also entered into a master lease arrangement for certain equipment and leasehold improvements to be located at the new facility in Newark, NY and received financing of $1.8 million during the fiscal year ended September 30, 2020 which is included in property, plant and equipment as construction in progress and as a long-term debt section of the consolidated balance sheet. As of September 30, 2020, the Company has an outstanding lease agreement that has not yet commenced for certain property located in Newark, New York that will include a new manufacturing facility and administrative offices. The facility lease is expected to commence in early fiscal 2021 when construction of the asset is complete.

53


Disclosures Related to Periods Prior to Adoption of the New Lease Standard

As previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2019 and under the previous lease accounting standard, the maturities of lease liabilities at September 30, 2019 were as follows:
Capital Lease Payment ScheduleContractual
Payments
(in thousands) 
Twelve months ending September 30, 
2020$673 
2021686 
2022700 
2023714 
2024 and thereafter6,720 
Total capital lease payments9,493 
Less: amounts representing interest(2,470)
Present value of minimum lease payment$7,023 

Capital Lease Payment Schedule Contractual
Principal
Payments
(in thousands)  
Twelve months ended September 30,  
2019 $658
2020 671
2021 685
2022 698
2023 and thereafter 7,413
Total capital lease payments 10,125
Less: amounts representing interest (2,792)
Present value of minimum lease payment $7,333

NoteNOTE 13—EARNINGSNET INCOME PER SHARE


The Company applies the two-class method to calculate and present net income per share. Certain of the Company’sCompany's restricted (non-vested) share awards contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing net income per share pursuant to the two-class method. Under the two-class method, net earnings are reduced by the amount of dividends declared (whether paid or unpaid) and the remaining undistributed earnings are then allocated to common stock and participating securities, based on their respective rights to receive dividends.


Basic earnings per common share are calculated by dividing income available to common stockholders by the weighted average number of shares outstanding during each period. Diluted net earnings per common share add to the denominator incremental shares resulting from the assumed exercise of all potentially dilutive stock options, as well as unvested restricted stock and restricted stock units. Options, restricted stock and restricted stock units are primarily held by directors, officers and certain employees.


The Company uses the two-class method to calculate net income per share as both classes share the same rights in dividends. Therefore, basic and diluted earnings per share (“EPS”) are the same for both classes of ordinary shares.



54



A summary of shares used in the EPS calculations is as follows (in thousands except share and per share data):

Years Ended
 Years Ended
Earnings Per Share September 30,
2018
 September 30,
2017
Net Income Per ShareNet Income Per ShareSeptember 30,
2020
September 30,
2019
Basic net income per share:    Basic net income per share:
Net income $10,410
 $81
Net income$6,753 $4,747 
Less: Income attributable to non-vested shares 104
 1
Less: Income attributable to non-vested shares32 38 
Net income available to common stockholders $10,306
 $80
Net income available to common stockholders$6,721 $4,709 
    
Weighted average common shares outstanding 10,228,596
 10,181,868
Weighted average common shares outstanding10,417,445 10,306,947 
    
Basic net income per share $1.01
 $0.01
Basic net income per share$0.65 $0.46 
    
Diluted net income per share:    Diluted net income per share:
Net income $10,410
 $81
Net income$6,753 $4,747 
    
Shares used in computing basic net income per share 10,228,596
 10,181,868
Shares used in computing basic net income per share10,417,445 10,306,947 
Dilutive effect of non-vested shares and options 91,607
 
Dilutive effect of non-vested shares and options309,993 211,179 
Shares used in computing diluted net income per share 10,320,203
 10,181,868
Shares used in computing diluted net income per share10,727,438 10,518,126 
    
Diluted net income per share $1.01
 $0.01
Diluted net income per share$0.63 $0.45 


The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPSnet income per share calculations.
Years Ended
September 30,
2020
September 30,
2019
Anti-dilutive shares excluded1,202 61,475 

  Years Ended
  September 30,
2018
 September 30,
2017
Anti-dilutive shares excluded 32,788
 855,836

NoteNOTE 14—QUARTERLY FINANCIAL DATA (UNAUDITED)


The accompanying unaudited financial information for the three month periods specified below have been prepared in accordance with GAAP for interim financial information. In the opinion of management, all adjustments required for a fair presentation of the information have been made.




Note that quarterly amounts are rounded separately and as a result the sum of the quarterly amounts may not equal the computed amount for the full year.
55


  Net Sales Gross Profit Net Income/(Loss) Basic and Diluted Earnings/(Loss) Per Share
(Unaudited; in thousands, except per share data)    
Fiscal Quarters        
Fourth 2018 $34,216
 $4,496
 $9,121
(a) 
$0.89
Third 2018 29,782
 3,359
 204
 0.02
Second 2018 31,768
 4,784
 1,579
 0.15
First 2018 21,156
 1,518
 (494) (0.05)
         
Fourth 2017 $27,623
 $3,475
 $755
 $0.07
Third 2017 26,489
 3,708
 794
 0.08
Second 2017 21,368
 2,279
 (603) (0.06)
First 2017 20,976
 1,795
 (865) (0.09)
Net SalesGross ProfitNet IncomeBasic Earnings Per ShareDiluted Earnings Per Share
(Unaudited; in thousands, except per share data)
Fiscal Quarters
Fourth 2020$46,446 $6,737 $1,927 $0.18 $0.18 
Third 202047,364 6,642 2,114 0.20 0.20 
Second 202044,171 5,503 1,523 0.15 0.14 
First 202044,734 5,239 1,189 0.11 0.11 
Fourth 2019$43,922 $6,394 $1,794 $0.17 $0.17 
Third 201940,324 5,605 1,211 0.12 0.11 
Second 201937,294 4,586 670 0.06 0.06 
First 201935,441 5,059 1,072 0.10 0.10 

56


(a)
Fourth quarter 2018 was impacted by a $7.8 million income tax benefit recorded to release the majority of the valuation allowance against the net deferred income tax assets.



NOTE 15—SUBSEQUENT EVENTS



On September 15, 2020, the Company announced that it had entered into a Purchase and Sale Agreement dated as of August 28, 2020 (the “Agreement”), pursuant to which the Company agreed to acquire an approximately 86,000 square foot industrial and office building and certain equipment located in Rochester, New York (the “Property”) from Rochester Drug Co-Operative, Inc. for a purchase price of $5.3 million, exclusive of closing costs. The Company financed a portion of the purchase price for the Property with a mortgage loan from M&T Bank. The Agreement contains customary representations and warranties and customary indemnification provisions for transactions of this type. The closing occurred in October 2020.


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


Item 9A.CONTROLS AND PROCEDURES

Item 9A.CONTROLS AND PROCEDURES

Conclusion regarding the effectiveness of disclosure controls and procedures


Our management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2018,2020, the end of the period covered by this Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2018,2020, our disclosure controls and procedures were effective.


Management’s Annual Report on Internal Control over Financial Reporting


Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed 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 in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that:


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

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and asset dispositions of the Company;
(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and


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

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

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

IEC’s management does not expect that our disclosure controls and internal controls will prevent all errors and fraud. Because of inherent limitations in any such control system (e.g. faulty judgments, human error, information technology system error, or intentional circumvention), there can be no assurance that the objectives of a control system will be met under all circumstances. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The benefits of a control system also must be considered relative to the costs of the system and management’s judgments regarding the likelihood of potential events. In summary, there can be no assurance that any control system will succeed in achieving its goals under all possible future conditions, and as a result of these inherent limitations, misstatements due to error or fraud may occur and may or may not be detected.


Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting, as of September 30, 2018,2020, based on the framework entitled “Internal Controls - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our internal control over financial reporting was effective as of September 30, 2018.2020.

57



This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting because the Securities and Exchange Commission’s rules regarding such attestations do not apply to smaller reporting companies.non-accelerated filers.


Changes in internal control over financial reporting


The Company is in the process of implementing a financial reporting system, Epicor ERP Software (“Epicor”), as part of a multi-year plan to integrate and upgrade our systems and processes. During the fiscal year ended September 30, 2020, the Company began implementation of Epicor by converting one legacy ERP system to Epicor. The implementation has occurredof Epicor is occurring in phases throughout fiscal 2017 and fiscal 2018, and is expected to be fully completed duringafter fiscal 2019.2021. 



As part of the Epicor implementation, certain changes to our processes and procedures have and will continue to occur. These changes will result in changes to our internal control over financial reporting. While Epicor is designed to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as each of the affected areas evolve.
 
During the quarter ended September 30, 2018,2020, there have been no other changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.OTHER INFORMATION

Item 9B.OTHER INFORMATION

None.

58



PART III
 
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


The information required by this item is incorporated herein by reference from the captions entitled “Election“Proposal 1 - Election of Directors - Nominees for Election as Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance”Directors” and “Election“Proposal 1 - Election of Directors - Corporate Governance and Board Matters” contained in our definitive proxy statement for the 20192021 Annual Meeting of Stockholders to be filed within 120 days after the September 30, 20182020 fiscal year end (the “2019“2021 Proxy Statement”).


The information regarding our Executive Officers is found in Part I of this Form 10-K. 


Item 11. EXECUTIVE COMPENSATION


The information required by this item is incorporated herein by reference from the captions entitled “Compensation of Named Executive Officers” and “Director Compensation” contained in the 20192021 Proxy Statement.
 
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The information required by this item is incorporated herein by reference from the captions entitled “Security Ownership of Certain Beneficial Owners” andOwners,” “Security Ownership of Management” and “Equity Compensation Plan Information” contained in the 20192021 Proxy Statement.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required by this item is incorporated herein by reference from the captions “Certain Relationships and Related Person Transactions” and “ElectionTransactions,” “Proposal 1 - Election of Directors - Nominees for Election as Directors,”Directors” and “Election“Proposal 1 - Election of Directors - Corporate Governance and Board Matters” contained in the 20192021 Proxy Statement.


Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES


The information required by this item is incorporated herein by reference from the caption “Ratification“Proposal 2 - Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm Forfor Fiscal 2019”2021” contained in the 20192021 Proxy Statement. 

59





PART IV
 
Item 15. EXHIBITSEXHIBIT AND FINANCIAL STATEMENT SCHEDULES


The following documents are filed as part of this Form 10-K:


Financial Statements


Reference is made to Item 8, “Financial Statements and Supplementary Data” of Part II of this Form 10-K. No financial statement schedules are required to be filed by Item 8 of Part II of this Form 10-K.


Exhibits
Exhibit No.Title
3.1Amended and Restated Certificate of Incorporation of DFT Holdings Corp. (incorporated herein by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1, Registration No. 33-56498)
3.2Certificate of Ownership and Merger merging IEC Electronics Corp. into DFT Holdings Corp. (incorporated herein by reference from Exhibit 3.5 to the Company’s Registration Statement on Form S-1, Registration No. 33-56498)
3.3
3.4
3.5
3.6
3.63.7
10.14.1
10.1
10.2
10.310.2#
10.3
10.4
10.5
10.6
10.7
10.810.4
10.910.5


10.6
10.10
10.11*10.7*
10.12*10.8*
10.13*10.9*
60


10.14*10.10*
10.15*10.11*
10.16*10.12*
10.17*10.13*
10.18*10.14*
10.19*10.15*
10.20*10.16*
10.21*
10.22*
10.23*
10.24*10.17*
10.25*10.18*
10.26*10.19*
10.27*
10.28*10.20*
10.29*10.21*
10.30*10.22*
10.23*
10.31*10.24*


10.25*
10.32*#10.26*
10.27*
10.28
10.29#
21.1#
23.1#
31.1#
31.2#
32.1#
61


101101#The following items from this Annual Report on Form 10-K formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Income Statements, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
* Management contract or compensatory plan or arrangement.
# Filed herewith.

62





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
IEC Electronics Corp.
(Registrant)
Dated: November 29, 201820, 2020By:/s/ Jeffrey T. Schlarbaum
Jeffrey T. Schlarbaum
President and Chief Executive Officer
(Principal Executive Officer)



63




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.


SignatureTitleDate
/s/ Jeffrey T. SchlarbaumPresident and Chief Executive Officer
Jeffrey T. Schlarbaum(Principal Executive Officer and Director)November 20, 2020
/s/ Thomas L. BarbatoSenior Vice President and Chief Financial OfficerNovember 20, 2020
Thomas L. Barbato(Principal Financial and Accounting Officer)
SignatureTitleDate
/s/ Jeffrey T. SchlarbaumPresident and Chief Executive Officer
Jeffrey T. Schlarbaum(Principal Executive Officer and Director)November 29, 2018
/s/ Thomas L. BarbatoSenior Vice President and Chief Financial OfficerNovember 29, 2018
Thomas L. Barbato(Principal Financial and Accounting Officer)
/s/ Keith M. ButlerDirectorNovember 29, 201820, 2020
Keith M. Butler
/s/ Charles P. HadeedDirectorNovember 29, 201820, 2020
Charles P. Hadeed
/s/ Lynn J. HartrickDirectorNovember 29, 2018
Lynn J. Hartrick
/s/ Andrew M. LaurenceDirectorNovember 29, 201820, 2020
Andrew M. Laurence
/s/ Jeremy R. NowakChairman of the BoardNovember 29, 201820, 2020
Jeremy R. Nowak
/s/ Michael OsborneDirectorNovember 29, 201820, 2020
Michael Osborne



54
64