UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q
 
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 29, 2017March 27, 2020
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 Number 001-34376
 
IEC ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)
Delaware13-3458955
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)
 
105 Norton Street, Newark, New York   14513
(Address of Principal Executive Offices) (Zip Code)
  
315-331-7742
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name, Former Addressname, former address and Former Fiscal Year,former fiscal year, if Changed Since Last Report)changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueIECNasdaq Global Market

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer¨
Accelerated filer¨
Non-accelerated filer¨
x
Smaller reporting companyx
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Common Stock, $0.01 par value – 10,219,31010,478,992 shares as of FebruaryMay 1, 20182020






TABLE OF CONTENTS
 
 

2





Part I     FINANCIAL INFORMATION
 
Item 1.  Condensed Consolidated Financial Statements
 
IEC ELECTRONICS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 29, 2017MARCH 27, 2020 and SEPTEMBER 30, 20172019
(unaudited,unaudited; in thousands, except share and per share data)
 March 27,
2020
September 30,
2019
ASSETS
Current assets:
Cash$—  $—  
Accounts receivable, net of allowance26,539  27,618  
Unbilled contract revenue10,601  9,529  
Inventories45,053  44,267  
Federal income tax receivable1,034  517  
Other current assets1,721  1,454  
Total current assets84,948  83,385  
Property, plant and equipment, net19,232  19,433  
Deferred income taxes5,953  7,154  
Operating lease right-of-use assets, net of accumulated amortization275  —  
Other long-term assets976  860  
Total assets$111,384  $110,832  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$1,371  $1,371  
Current portion of operating lease obligation59  —  
Current portion of finance lease obligation419  338  
Accounts payable20,688  23,690  
Accrued payroll and related expenses1,486  3,174  
Other accrued expenses485  668  
Customer deposits15,802  13,229  
Total current liabilities40,310  42,470  
Long-term debt28,182  28,910  
Long-term operating lease obligation215  —  
Long-term finance lease obligation6,837  6,685  
Other long-term liabilities1,465  1,527  
Total liabilities77,009  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: 11,447,604 and 11,394,036 shares, respectively
Outstanding: 10,392,116 and 10,338,548 shares, respectively103  103  
3


 December 29,
2017
 September 30,
2017
ASSETS   
Current assets:   
Cash$
 $
Accounts receivable, net of allowance13,818
 17,887
Inventories20,887
 15,605
Other current assets1,253
 1,018
Total current assets35,958
 34,510

   
Property, plant & equipment, net17,989
 17,777
Deferred income taxes1,010
 
Other long term assets148
 160
Total assets$55,105
 $52,447

   
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:   
Current portion of long-term debt$1,626
 $987
Current portion of capital lease obligation220
 215
Accounts payable15,505
 13,046
Accrued payroll and related expenses1,459
 1,013
Other accrued expenses476
 444
Customer deposits1,765
 1,611
Total current liabilities21,051
 17,316
    
Long-term debt13,456
 14,023
Long-term capital lease obligation5,305
 5,362
Other long-term liabilities1,265
 1,317
Total liabilities41,077
 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: 11,261,547 and 11,252,566 shares, respectively   
Outstanding: 10,206,059 and 10,197,078 shares, respectively102
 102
Additional paid-in capital46,882
 46,789
Accumulated deficit(31,367) (30,873)
Treasury stock, at cost: 1,055,488 shares(1,589) (1,589)
Total stockholders’ equity14,028
 14,429
Total liabilities and stockholders’ equity$55,105
 $52,447

Additional paid-in capital48,424  48,001  
Accumulated deficit(12,563) (15,275) 
Treasury stock, at cost: 1,055,488 shares(1,589) (1,589) 
Total stockholders’ equity34,375  31,240  
Total liabilities and stockholders’ equity$111,384  $110,832  
The accompanying notes are an integral part of these condensed consolidated financial statements.

4




IEC ELECTRONICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE and SIX MONTHS ENDED DECEMBERMARCH 27, 2020 and MARCH 29, 2017 and DECEMBER 30, 20162019
(unaudited; in thousands, except share and per share data)
Three Months EndedThree Months EndedSix Months Ended
December 29,
2017
 December 30,
2016
March 27,
2020
March 29,
2019
March 27,
2020
March 29,
2019
 
Net sales$21,156
 $20,976
Net sales  $44,171  $37,294  $88,905  $72,735  
Cost of sales19,638
 19,181
Cost of sales  38,668  32,708  78,163  63,090  
Gross profit1,518
 1,795
Gross profit  5,503  4,586  10,742  9,645  
   
Selling and administrative expenses2,788
 2,441
Selling and administrative expenses  3,217  3,328  6,516  6,680  
Operating loss(1,270) (646)
Operating income Operating income  2,286  1,258  4,226  2,965  
   
Interest and financing expense234
 219
Interest and financing expense  396  385  811  708  
Loss before income taxes(1,504) (865)
   
Benefit from income taxes(1,010) 
Income before income taxes Income before income taxes  1,890  873  3,415  2,257  
   
Net loss$(494) $(865)
Income tax expense Income tax expense  367  203  703  515  
   
Net loss per common share:   
Net income Net income  $1,523  $670  $2,712  $1,742  
Net income per common share: Net income per common share:  
Basic$(0.05) $(0.09)Basic  $0.15  $0.06  $0.26  $0.17  
Diluted$(0.05) $(0.09)Diluted  $0.14  $0.06  $0.25  $0.16  
   
Weighted average number of shares outstanding:   Weighted average number of shares outstanding:  
Basic10,204,413
 10,163,291
Basic  10,393,461  10,286,876  10,379,846  10,274,772  
Diluted10,204,413
 10,163,291
Diluted  10,703,112  10,678,058  10,666,001  10,574,076  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

5





IEC ELECTRONICS CORP.
CONDENSED CONSOLIDATED STATEMENT of CHANGES in STOCKHOLDERS’ EQUITY
THREESIX MONTHS ENDED DECEMBER 29, 2017MARCH 27, 2020
(unaudited; in thousands)thousands, except share data)
Number of Shares OutstandingCommon
Stock,
par $0.01
Additional
Paid-In
Capital
Accumulated DeficitTreasury
Stock,
at cost
Total
Stockholders’
Equity
Balances, September 30, 201910,338,548  $103  $48,001  $(15,275) $(1,589) $31,240  
Net income—  —  —  1,189  —  1,189  
Stock-based compensation—  —  152  —  152  
Restricted stock vested, net of shares withheld for payment of taxes6,367  —  (24) —  —  (24) 
Exercise of stock options, net of shares surrendered24,000  —  130  —  —  130  
Employee stock plan purchases6,449  —  40  —  —  40  
Balances, December 27, 201910,375,364  $103  $48,299  $(14,086) $(1,589) $32,727  
Net income—  —  —  1,523  —  1,523  
Stock-based compensation—  —  185  —  185  
Restricted stock vested, net of shares withheld for payment of taxes4,663  —  (33) —  —  (33) 
Restricted stock units vested, net of shares withheld for payment of taxes10,089  —  (35) —  —  (35) 
Exercise of stock options, net of shares surrendered2,000  —   —  —   
Balances, March 27, 202010,392,116  $103  $48,424  $(12,563) $(1,589) $34,375  
  Number of Shares Outstanding
 Common
Stock,
par $0.01

 Additional
Paid-In
Capital

 Accumulated Deficit
 Treasury
Stock,
at cost

 Total
Stockholders’
Equity

             
Balances, October 1, 2017 10,197,078
 $102
 $46,789
 $(30,873) $(1,589) $14,429
             
Net loss 
 
 
 (494) 
 (494)
Stock-based compensation 
 
 69
 
 
 69
Restricted stock vested, net of
    shares withheld for payment
of taxes
 3,498
 
 
 
 
 
Employee stock plan purchases 5,483
 
 24
 
 
 24
             
Balances, December 29, 2017 10,206,059
 $102
 $46,882
 $(31,367) $(1,589) $14,028

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



6



IEC ELECTRONICS CORP.
CONDENSED CONSOLIDATED STATEMENTSSTATEMENT of CASH FLOWSCHANGES in STOCKHOLDERS’ EQUITY
THREESIX MONTHS ENDED DECEMBERMARCH 29, 2017 and DECEMBER 30, 20162019
(unaudited; in thousands)thousands, except share data)
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—  —  —  1,072  —  1,072  
Stock-based compensation—  —  146  —  146  
Restricted stock vested, net of shares withheld for payment of taxes4,439  —  —  —  —  —  
Exercise of stock options, net of shares surrendered2,553  —  —  —  —  —  
Employee stock plan purchases5,674  —  20  —  —  20  
Balances, December 28, 201810,261,571  $102  $47,492  $(18,950) $(1,589) $27,055  
Net income—  —  —  670  —  670  
Stock-based compensation—  —  152  —  152  
Restricted stock vested, net of shares withheld for payment of taxes38,538   —  —  —   
Exercise of stock options, net of shares surrendered11,654  —  51  —  —  51  
Balances, March 29, 201910,311,763  $103  $47,695  $(18,280) $(1,589) $27,929  
  Three Months Ended
  December 29,
2017
 December 30,
2016
    
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $(494) $(865)
Non-cash adjustments:    
Stock-based compensation 69
 135
Depreciation and amortization 579
 664
Change in reserve for doubtful accounts 20
 (162)
Change in excess/obsolete inventory reserve 134
 6
Deferred tax benefit (1,010) 
Amortization of deferred gain on sale leaseback (17) (12)
Changes in assets and liabilities:    
Accounts receivable 4,049
 5,876
Inventory (5,416) 892
Other current assets (235) 212
Other long term assets 
 3
Accounts payable 2,934
 (2,098)
Change in book overdraft position (475) 
Accrued expenses 478
 (2,133)
Customer deposits 154
 (592)
Other long term liabilities 
 48
Net cash flows provided by operating activities 770
 1,974
     
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of property, plant and equipment (801) (457)
Proceeds from sale-leaseback 
 5,750
Net cash flows (used in)/provided by investing activities (801) 5,293
     
CASH FLOWS FROM FINANCING ACTIVITIES    
Advances from revolving line of credit 11,593
 10,807
Repayments of revolving line of credit (11,287) (12,125)
Repayments under other loan agreements (247) (6,328)
Repayments under capital lease (52) (33)
Proceeds from employee stock plan purchases 24
 13
Cash paid for taxes upon vesting of restricted stock 
 (2)
Net cash flows provided by/(used in) financing activities 31
 (7,668)
     
Net cash decrease for the period 
 (401)
Cash, beginning of period 
 845
Cash, end of period $
 $444
     
Supplemental cash flow information    
Interest paid $227
 $209
Income taxes paid 
 79
Property, plant and equipment
additions financed through capital lease
 
 5,750


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




7


IEC ELECTRONICS CORP.
CONDENSED CONSOLIDATED STATEMENTS of CASH FLOWS
SIX MONTHS ENDED MARCH 27, 2020 and MARCH 29, 2019
(unaudited; in thousands)
 Six Months Ended
March 27,
2020
March 29,
2019
 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$2,712  $1,742  
Non-cash adjustments:
Stock-based compensation337  298  
Depreciation and amortization1,587  1,290  
Change in reserve for doubtful accounts48  (39) 
Change in inventory reserve and warranty reserve1,296  89  
Deferred tax expense1,201  511  
Amortization of deferred gain(57) (56) 
Changes in operating assets and liabilities:
Accounts receivable1,031  (2,615) 
Unbilled contract revenue(1,072) (1,710) 
Inventories(2,055) (8,547) 
Federal income tax receivable(517) —  
Other current assets(267) (53) 
Other long-term assets(116) (253) 
Accounts payable(2,771) (1,362) 
Change in book overdraft position(231) (922) 
Accrued expenses(1,898) 220  
Customer deposits2,573  2,631  
Net change in lease right-of-use assets and liabilities(1) —  
Other long-term liabilities—  (75) 
Net cash flows provided by/(used in) operating activities1,800  (8,851) 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment(1,351) (805) 
Net cash flows used in investing activities(1,351) (805) 
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from revolving credit facility36,680  39,307  
Repayments of revolving credit facility(36,763) (29,388) 
Borrowings under other loan agreements—  391  
Repayments under other loan agreements(685) (568) 
Payments under finance lease(182) (152) 
Proceeds received from lease financing obligation415  —  
Debt issuance costs—  (6) 
Proceeds from exercise of stock options138  52  
Proceeds from employee stock plan purchases40  20  
Cash paid for taxes upon vesting of restricted stock(92) —  
Net cash flows (used in)/provided by financing activities(449) 9,656  
Net cash change for the period—  —  
Cash, beginning of period—  —  
Cash, end of period$—  $—  
Supplemental cash flow information
Interest paid$779  $753  
Income taxes paid20  —  

8


The accompanying notes are an integral part of these condensed consolidated financial statements.
9


IEC ELECTRONICS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
NOTE 1—OUR BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Our Business
 
IEC Electronics Corp. (“IEC”IEC,” 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 9001:2008,2015, AS9100D, and ISO 13485, and Nadcap.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 website are not incorporated by reference into this quarterly 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 ending September 30, 20182020 (“fiscal 2018”2020”), the fiscal quarters end 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 IEC California Holdings, Inc., which was dissolved as of September 18, 2019. The Rochester unit formerly Celmet, operates as a division of IEC. All intercompany transactions and accounts are eliminated in consolidation. 


Unaudited Financial Statements
 
The accompanying unaudited condensed consolidated financial statements for the three and six months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 20162019 have been prepared without an audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include certain of the information the footnotes require by GAAP for complete financial statements.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, required for a fair presentation of the information have been made.  The accompanying financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2019.
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'sCompany’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 condensed consolidated balance sheets. Book overdrafts were $0.1 million and $0.3 million as of March 27, 2020 and September 30, 2019, respectively. Changes in the book overdrafts are presented within net cash flows provided by operating activities within the condensed consolidated statements of cash flows.
 
10


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 marketnet 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 market.net realizable value.
 
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) requirerequires 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 either of the three and six months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 2016.2019.
 
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.

Legal Contingencies
 
When legal proceedings are brought or claims are made against the Company and the outcome is uncertain, ASC 450-10450 (Contingencies) requires that 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 term in nature and are recognized as revenue when earned.
11

Grants from Outside Parties

Grants from outside parties are recorded as other long-term liabilities and are amortized over the same period during which the associated property, plant and equipment are depreciated. The Company received grants for certain facility improvements and equipment from state and local agencies in which the Company operates.  These grants reimbursed the Company for a portion of the actual cost or provided in kind services in support of capital projects. 

There were no new deferred grants recorded during either of the three months ended December 29, 2017 and December 30, 2016. The outstanding grant balance was $0.2 million at each of December 29, 2017 and September 30, 2017.
 
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.
 
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 each of the three and six months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 2016.2019.
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 each of the three months ended December 29, 2017 and December 30, 2016.
Provisions for discounts, allowances, rebates, estimated returns and other adjustments are recorded in the period the related sales are recognized.



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 the fiscal year ended September 30, 2014 through fiscal year ended September 30, 2016. 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.2018.
 
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 Fifth 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. 


12


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.
 
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 loss.income. 


Segments


The Company’s results of operations for the three and six months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 20162019 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 three and six months ended March 27, 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 three and six months ended March 27, 2020.

13


Recently IssuedAdopted Accounting Standards Not Yet Adopted
 
FASB Accounting Standard Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“Topic 606”)ASU 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.

The new standard will become effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Companies have the option of using either a full or modified retrospective approach in applying this standard. During the fiscal year ended September 30, 2016 (“fiscal 2016”), the FASB issued three additional updates which further clarified the guidance provided in ASU 2014-09.

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 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 guidance may resultlease 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 a changerecognition 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 Company's revenue recognition model for electronics manufacturing services from "point in time"present value of remaining minimum rental payments and corresponding ROU assets based upon physical delivery to an "over time" modelthe operating lease liabilities.  The adoption did not impact our beginning stockholders’ equity and believes this transition maydid not have a material impact on the Company'scondensed consolidated financial statements upon adoption primarily as it recognizes an increaseof operations or cash flows.

NOTE 2—REVENUE RECOGNITION

ASC 606: Revenue from Contracts with Customers

Satisfaction of Performance Obligations
A performance obligation is a promise in a contract assets for unbilled receivables withto transfer a corresponding reductiondistinct good or service to the customer, and is the unit of account in inventories. The Company has commenced implementation in accordance with the planned effective date. The new guidance allows for two transition methods 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) prospective withas, the cumulative effect of adoption recognized on October 1, 2018, the first dayperformance obligation is satisfied. Many of the Company's fiscal 2019.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 has not yet concluded uponprimarily provides contract manufacturing services to its selectioncustomers. 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 that 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 47.4% and 49.9% of the transition method.Company's revenue for the three and six months ended March 27, 2020, respectively. Revenue from goods and services transferred to customers at a point in time accounted for 52.4% and 50.0% of the Company's revenue for the three and six months ended March 29, 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.


FASB ASU 2016-02, “Leases” was issued in February 2016. The new guidance establishesRevenue from goods and services transferred to customers over time accounted for 52.6% and 50.1% of our revenue for the principlesthree and six months ended March 27, 2020, respectively. Revenue from goods and services transferred to report transparentcustomers over time accounted for 47.6% and economically neutral information about50.0% of our revenue for the assetsthree and liabilities that arise from leases.six months ended March 29, 2019, respectively. For public entities,revenue recognized over time, the new guidanceCompany uses an input measure to determine progress towards completion. Under this method, sales and gross profit are recognized as work is effectiveperformed generally based on the relationship between the actual costs incurred and the total estimated costs at completion. If the Company has an enforceable right to payment for annual periods beginning after December 15, 2018,work completed to date, with a recapture of costs incurred plus an applicable margin, and interim periods within those annual periods. Early adoption is permitted for all entities. the goods do not have an alternative future use once the manufacturing process has commenced, then the Company records an unbilled revenue associated with non-cancellable customer orders.

The Company derives revenue from engineering and design services. Service revenue is evaluatinggenerally recognized once the impact this ASUservice 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 2% of total revenue in each of the three and six months ended March 27, 2020 and March 29, 2019.
14


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 repair of the returned 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 its financial statements.not 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 condensed consolidated 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 condensed 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 condensed 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 tables below show net sales from contracts with customers by market sector. See additional information regarding market sectors in Note 10—Market Sectors and Major Customers.
Three Months Ended
March 27, 2020March 29, 2019
Point in TimeOver TimeNet SalesPoint in TimeOver TimeNet Sales
(in thousands)
Aerospace & Defense$12,336  $14,167  $26,503  $11,075  $12,047  $23,122  
Medical3,151  7,450  10,601  3,872  3,214  7,086  
Industrial5,430  1,637  7,067  4,583  2,503  7,086  
$20,917  $23,254  $44,171  $19,530  $17,764  $37,294  


Six Months Ended
March 27, 2020March 29, 2019
Point in TimeOver TimeNet SalesPoint in TimeOver TimeNet Sales
(in thousands)
Aerospace & Defense$26,792  $27,440  $54,232  $19,002  $22,457  $41,459  
Medical6,901  14,436  21,337  8,040  8,689  16,729  
Industrial10,628  2,708  13,336  9,318  5,229  14,547  
$44,321  $44,584  $88,905  $36,360  $36,375  $72,735  
15


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:
Six Months Ended
March 27,
2020
March 29,
2019
(in thousands)
Beginning balance$13,229  $7,595  
Recognition of deferred revenue(8,573) (4,821) 
Deferral of revenue11,146  7,452  
Ending balance$15,802  $10,226  

Sales Outside the United States

For each of the three and six months ended March 27, 2020 and March 29, 2019, less than 2% of net sales were shipped to locations outside the United States.

NOTE 2—3—ALLOWANCE FOR DOUBTFUL ACCOUNTS


A summary follows of activity in the allowance for doubtful accounts during the threesix months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 2016:2019:
 Six Months Ended
Allowance for doubtful accountsMarch 27,
2020
March 29,
2019
(in thousands) 
Allowance, beginning of period$71  $85  
Increase in provision for doubtful accounts48  (39) 
Write-offs—  (7) 
Allowance, end of period$119  $39  
  Three Months Ended
Allowance for doubtful accounts December 29,
2017
 December 30,
2016
(in thousands)    
Allowance, beginning of period $75
 $226
Change in provision for doubtful accounts 20
 (162)
Write-offs 
 13
Allowance, end of period $95
 $77
NOTE 4—INVENTORIES



NOTE 3—INVENTORIES

A summary of inventory by category at period end follows:
InventoriesMarch 27,
2020
September 30,
2019
(in thousands) 
Raw materials$28,644  $25,393  
Work-in-process13,308  15,928  
Finished goods3,101  2,946  
Total inventories$45,053  $44,267  

16
Inventories
December 29,
2017

September 30,
2017
(in thousands)
 


Raw materials $10,615
 $8,964
Work-in-process 7,823
 5,080
Finished goods 2,449
 1,561
Total inventories $20,887
 $15,605



NOTE 4—5—PROPERTY, PLANT AND EQUIPMENT, NET


A summary of property, plant and equipment and accumulated depreciation at period end follows:
Property, Plant and Equipment December 29,
2017
 September 30,
2017
Property, Plant and EquipmentMarch 27,
2020
September 30,
2019
(in thousands)    (in thousands)
Land and improvements $788
 $788
Land and improvements$788  $788  
Buildings and improvements 8,972
 8,910
Buildings and improvements7,430  7,411  
Building under capital lease 5,750
 5,750
Building under capital lease7,750  7,750  
Machinery and equipment 28,682
 27,947
Machinery and equipment32,869  31,708  
Furniture and fixtures 7,744
 7,520
Furniture and fixtures8,290  8,047  
SoftwareSoftware5,215  5,215  
Construction in progress 4,720
 4,968
Construction in progress1,087  1,173  
Total property, plant and equipment, at cost 56,656
 55,883
Total property, plant and equipment, at cost63,429  62,092  
Accumulated depreciation (38,667) (38,106)Accumulated depreciation(44,197) (42,659) 
Property, plant and equipment, net $17,989
 $17,777
Property, plant and equipment, net$19,232  $19,433  
 
Depreciation expense during the three and six months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 20162019 follows:
 Three Months EndedSix Months Ended
Depreciation ExpenseMarch 27,
2020
March 29,
2019
March 27,
2020
March 29,
2019
(in thousands)
Depreciation expense$795  $646  $1,552  $1,301  

  Three Months Ended

 December 29,
2017
 December 30,
2016
(in thousands)    
Depreciation expense $588
 $645



NOTE 5—6—CREDIT FACILITIES


A summary of borrowings at period end follows:   
March 27, 2020September 30, 2019
Credit Facility DebtFixed/Variable RateMaturity DateBalanceInterest RateBalanceInterest Rate
(in thousands)
M&T Bank credit facilities:
Revolving Credit Facilityv5/5/2022$26,563  3.25 %$26,646  4.31 %
Term Loan Bv5/5/20222,351  4.08  2,779  4.59  
Equipment Line Term NotevVarious868  3.44  1,125  4.56  
Total debt, gross29,782  30,550  
Unamortized debt issuance costs(229) (269) 
Total debt, net29,553  30,281  
Less: current portion(1,371) (1,371) 
Long-term debt$28,182  $28,910  
      December 29, 2017 September 30, 2017
Debt Fixed/ Variable
Rate
 Maturity
 Date
 Balance Interest Rate Balance Interest Rate
($ in thousands)            
M&T credit facilities:            
Revolving Credit Facility v 5/5/2022 $9,075
 4.06% $8,769
 3.73%
Term Loan B v 5/5/2022 5,500
 4.11
 5,714
 3.99
Celmet Building Term Loan f 11/7/2018 769
 4.72
 802
 4.72
Total debt, gross     15,344
   15,285
  
Unamortized debt issuance costs     (262)   (275)  
Total debt, net     15,082
   15,010
  
Less: current portion     (1,626)   (987)  
Long-term debt     $13,456
   $14,023
  

M&T Bank Credit Facilities


Effective as of May 5, 2017,July 8, 2019, the Company and M&T Bank entered into the ThirdNinth Amendment to the Fifth Amended and Restated Credit Facility Agreement, (the “Third Amendment”), thatwhich amended the Fifth Amended and Restated Credit Facility Agreement dated as of December 14, 2015, as amended by various amendments (collectively, the First Amendment to Fifth Amended and Restated Credit“Credit Facility, Agreement, dated as of June 20, 2016, and the Second Amendment to Fifth Amended and Restated Credit Facility Agreement dated as of November 28, 2016 (“Fifth Amended Credit Agreement”amended”). The Third Amendment extended the Revolver termination date to May 5, 2022. In connection with the Third Amendment, the Term Loan B to M&T Bank was amended and restated. The Third Amendment revised certain covenants to provide that the Company may use Revolver proceeds to refinance existing indebtedness. As a result, the Term Loan B, which matures on May 5, 2022, now has a principal amount of $6.0 million, of which $5.5 million and $5.7 million was outstanding as of December 29, 2017 and September 30, 2017, respectively. The Third Amendment also revised the maximum amount the Company can borrow under the Revolver to the lesser of $16.0 million or 85% of eligible receivables plus up to $7.0 million of eligible inventories. The Third Amendment also modified the definitions of Applicable Margin and Applicable Unused Fee to provide that each is calculated using the applicable Fixed Charge Coverage Ratio, as redefined by the Third Amendment. The Third Amendment established a Borrowing Base computed using monthly Borrowing Base Reports that, if inaccurate, allow M&T Bank, in its discretion, to suspend the making of or limit Revolving Credit Loans. Further, the Third Amendment provides for the Company’s repurchase of its common stock under certain circumstances without M&T Bank’s prior written consent.

Individual debt facilities provided under the Third Amendment, as amended, are described below:

a)
Revolving Credit Facility (“Revolver”): Up to $16.0 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 was being repaid in 120 equal monthly installments of $117 thousand. As part of the Third Amendment, 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 $1.7 million. The maturity date of the loan is May 5, 2022.
c)
Celmet Building Term Loan: $1.3 million was borrowed on November 8, 2013 pursuant to an amendment to the 2013 Credit Agreement. The proceeds were used to reimburse the Company’s cost of purchasing its Rochester, New York facility. Principal is 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 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.



17



Individual debt facilities provided under the Credit Facility, as amended, are described below:

a)Revolving Credit Facility (“Revolver”): At March 27, 2020, up to $35.0 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 was 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.
c)Equipment Line Advances: Up to $1.5 million is available through May 5, 2022. Interest only is paid until maturity. Principal is due in three or six months after borrowing or can be converted to an Equipment Line Term Loan.
d)Equipment Line Term Note: On July 26, 2018, $0.8 million was converted from an Equipment Line Advance, principal is being repaid in 36 equal monthly installments of $21 thousand and matures July 26, 2021. On September 27, 2018, $0.1 million was converted from an Equipment Line Advance, principal is being repaid in 36 equal monthly installments of $2 thousand and matures September 27, 2021. On March 18, 2019, $0.3 million was converted from an Equipment Line Advance, principal is being repaid in 36 equal monthly installments of $9 thousand and matures March 18, 2022. On May 6, 2019, $0.4 million was converted from an Equipment Line Advance, principal is being repaid in 36 equal monthly installments of $11 thousand and matures May 6, 2022.

Borrowing Base


UnderAt March 27, 2020 and September 30, 2019, under the Third Amendment,Credit Facility, as amended, the maximum amount the Company can borrow under the Revolver iswas the lesser of (i) 85% of eligible receivables plus a percentage of eligible inventories (up to a cap of $7.0$14.0 million) or (ii) $16.0 million at December 29, 2017 and September 30, 2017.$35.0 million.


At December 29, 2017,March 27, 2020, the upper limit on Revolver borrowings was $16.0$35.0 million with $6.9and $8.4 million was available. At September 30, 2017,2019, the upper limit on Revolver borrowings was $16.0$35.0 million with $7.2and $8.4 million was available. Average Revolver balances amounted to $9.6$25.1 million and $18.4 million during the threesix months ended DecemberMarch 27, 2020 and March 29, 2017.2019, respectively.


Interest Rates


Under the Third Amendment,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. Under the Third Amendment,At March 27, 2020 and September 30, 2019, the applicable marginal interest rate was fixed on May 5, 2017 through the fiscal quarter ending March 31, 2018 as follows: 2.50%2.25% for the Revolver and 2.75%2.50% for Term Loan B.  B and Equipment Line Advances. Changes to applicable margins and unused fees resulting from the Fixed Charge Coverage Ratio generally become effective mid-way through the subsequent quarter.


The Company incurs quarterly unused commitment fees ranging from 0.250%0.25% to 0.375% of the excess of $16.0$27.0 million over average borrowings under the Revolver. Fees incurred amounted to $6.6$6.7 thousand and $15.7$12.5 thousand during the three and six months ended DecemberMarch 27, 2020, respectively. Fees incurred amounted to $4.5 thousand and $12.7 thousand during the three and six months ended March 29, 2017 and December 30, 2016,2019, respectively. The fee percentage varies based on the Company’s Fixed Charge Coverage Ratio, as defined below.


Financial Covenants


The Third Amendment, alsoCredit Facility, as amended, contains various affirmative and negative covenants including financial covenants. Pursuant to the Third Amendment, asAs of March 31, 2017, certain financial covenants of27, 2020, the credit facility were eliminated or revised to be less complex, including the Maximum Inventory covenant, Debt to EBITDAS ratios, and the Maximum Capital Expenditures limit after the fiscal year ended September 30, 2017. The Company is requiredhad to maintain a minimum fixed charge coverage ratio (“Fixed Charge Coverage Ratio”) that. 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 sixtwelve months ended September 30, 2017 and was measured for a trailing nine months ended December 29, 2017. For the quarter ending March 30, 2018, and forward, the Fixed Charge Coverage Ratio will be measured on a rolling twelve month basis.

Pursuant to the Fifth Amended Credit Agreement, as amended by the Third Amendment, the Fixed Charge Coverage Ratio covenant, measured using trailing nine months, calculated27, 2020 as a minimum of 1.10 times,times. The Fixed Charge Coverage Ratio was the only covenant in effect at December 29, 2017. As discussed in Note 14—Subsequent Events, the Company and M&T Bank entered into the Fourth Amendment to the Fifth AmendedMarch 27, 2020. The Credit Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, M&T Bank waived compliance with the Fixed Charge Coverage Ratio for the nine months ended December 29, 2017 and no Event of Default occurred for the nine months ended December 29, 2017.

The Third AmendmentFacility, 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 the financial debt covenant at March 27, 2020.

18



Contractual Principal Payments


A summary of contractual principal payments under IEC’s borrowings at December 29, 2017March 27, 2020 for the next fivethree years taking into consideration the Fifth Amended Credit Agreement,Facility, as amended, is as follows:
Debt Repayment Schedule Contractual
Principal
Payments
(in thousands)  
Twelve months ended December  
2018
(1) 
 $1,626
2019
 857
2020  857
2021  857
2022 and thereafter (2)
 11,147
   $15,344
Debt Repayment ScheduleContractual
Principal
Payments
(in thousands) 
Twelve months ending March 
2021$1,371  
20221,190  
2023 ¹27,221  
 $29,782  
(1)1 Includes final payment of the Celmet Building Term Loan on November 7, 2018.
(2) Includes Revolver balance of $9.1$26.6 million at December 29, 2017.March 27, 2020.


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 balance sheet. The fair value and carrying value of the Celmet Building Term Loan at December 29, 2017 were $0.7 million and $0.8 million, respectively. The fair value and carrying value of the Celmet Building Term Loan as of September 30, 2017 were both $0.8 million.
The fair value of the remainder of the Company’s debt approximated carrying value at December 29, 2017 and September 30, 2017 as it is variable rate debt.

NOTE 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 condensed consolidated balance sheet.sheets.
A summary of additions to and charges against IEC’s warranty reserves during the period follows: 
 Six Months Ended
Warranty ReserveMarch 27,
2020
March 29,
2019
(in thousands)  
Reserve, beginning of period$165  $173  
Provision27  27  
Warranty costs(50) (56) 
Reserve, end of period$142  $144  
  Three Months Ended
Warranty Reserve December 29,
2017
 December 30,
2016
(in thousands)  
  
Reserve, beginning of period $153
 $180
Provision 84
 29
Warranty costs (66) (34)
Reserve, end of period $171
 $175
NOTE 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.  The Company also has an employee stock purchase plan (“ESPP”), adopted in 2011, that provides for2019 Plan, like the purchase of Company common stock at a discounted stock purchase price. 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 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 2,000,000pay 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 issued over a term of ten years.


Stock-based compensation expense recorded under the 2010 Plan and the 2019 Plan, totaled $0.1$0.2 million and $0.3 million for each of the three and six months ended DecemberMarch 27, 2020, respectively. Stock-based compensation expense recorded under the 2010 Plan and the 2019 Plan, totaled $0.2 million and $0.3 million for the three and six months ended March 29, 2017 and December 30, 2016.2019, respectively.


19


At December 29, 2017,March 27, 2020, there were 413,321621,369 shares of common stock remaining shares available to be issued under the 2010 Plan.2019 Plan and 83,252 shares of common stock remaining available to be issued 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 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 threesix months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 20162019 follows:
 Six Months Ended
Valuation of OptionsMarch 27,
2020
March 29,
2019
Assumptions for Black-Scholes:
Risk-free interest rate0.51 %2.85 %
Expected term in years5.55.5
Volatility40 %37 %
Expected annual dividendsnone  none  
 
Value of options granted:
Number of options granted30,000  10,000  
Weighted average fair value per share$2.68  $2.40  
Fair value of options granted (000s)$80  $24  


20


  Three Months Ended
Valuation of Options December 29,
2017
 December 30,
2016
Assumptions for Black-Scholes:    
Risk-free interest rate 2.09% 1.48%
Expected term in years 5.5
 4.0
Volatility 38% 40%
Expected annual dividends none
 none
     
Value of options granted:    
Number of options granted 10,000
 50,000
Weighted average fair value per share $1.62
 $1.18
Fair value of options granted (000s) $16
 $59


A summary of stock option activity, together with other related data, follows:
 Three Months Ended Six Months Ended
 December 29, 2017 December 30, 2016 March 27, 2020March 29, 2019
Stock Options Number
of Options
 Wgtd. Avg.
Exercise
Price
 Number
of Options
 Wgtd. Avg.
Exercise
Price
Stock OptionsNumber
of Options
Wgtd. Avg.
Exercise
Price
Number
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 10,000
 4.25
 50,000
 3.60
Granted30,000  5.03  10,000  6.20  
Exercised 
 
 
 
Exercised(26,000) 5.31  (26,500) 4.71  
Forfeited (7,000) 4.25
 (17,500) 5.30
Forfeited(10,000) 3.58  (24,250) 3.70  
Expired (10,500) 5.24
 (12,250) 5.06
Expired(5,000) 6.91  (5,000) 4.08  
Outstanding, end of period 735,545
 $4.26
 780,045
 $4.35
Outstanding, end of period732,145  $4.53  691,395  $4.36  
        
For options expected to vest      
  
For options expected to vest    
Number expected to vest 722,247
 $4.26
 755,142
 $4.35
Number expected to vest722,582  $4.51  683,135  $4.35  
Weighted average remaining contractual term, in years 4.4
   5.0
 

Weighted average remaining contractual term, in years3.33.6
Intrinsic value (000s)   $50
  
 $
Intrinsic value (000s)$1,510   $1,706  
        
For exercisable options      
  
For exercisable options    
Number exercisable 326,972
 $4.36
 240,936
 $4.76
Number exercisable545,645  $4.16  510,895  $4.18  
Weighted average remaining contractual term, in years 3.9
   3.9
  
Weighted average remaining contractual term, in years1.92.9   
Intrinsic value (000s)   $12
  
 $
Intrinsic value (000s)$1,354   $1,365  
        
For non-exercisable options      
  
For non-exercisable options    
Expense not yet recognized (000s)   $366
 

 $588
Expense not yet recognized (000s)$357  $230  
Weighted average years to be recognized 1.7
   2.5
  
Weighted average years to be recognized3.13.3   
For options exercisedFor options exercised
Intrinsic value (000s)Intrinsic value (000s)$75   $57  
 
Restricted (Non-vested) Stock
 
Certain holders of IEC restricted stock have voting and dividend rights as of the date of grant, and, 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 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 compensation expense over the vesting period. 
 

21



A summary of restricted stock activity, together with related data, follows: 
 Three Months Ended Six Months Ended
 December 29, 2017 December 30, 2016 March 27, 2020March 29, 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 
 
 
 
Granted24,850  5.03  15,000  6.97  
Vested (3,498) 3.60
 (1,917) 3.60
Vested(36,812) 4.43  (46,136) 4.09  
Shares withheld for payment of
taxes upon vesting of restricted stock
 (1,502) 3.60
 (583) 3.60
Forfeited (7,700) 4.18
 
 
Forfeited(13,250) 6.09  (1,400) 4.13  
Outstanding, end of period 96,995
 $4.02
 113,450
 $4.17
Outstanding, end of period57,495  $5.49  70,697  $4.72  
        
For non-vested shares  
    
  For non-vested shares  
Expense not yet recognized (000s)   $272
  
 $355
Expense not yet recognized (000s)$286   $291  
Weighted average remaining years for vesting 1.5
   2.0
  Weighted average remaining years for vesting1.92.1
        
For shares vested  
    
  For shares vested  
Aggregate fair value on vesting dates (000s)  
 $23
  
 $9
Aggregate fair value on vesting dates (000s) $260   $311  
 
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 sharesunit 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 itsthe 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.



22



A summary of restricted stock unit activity, together with related data, follows:
 Six Months Ended
 March 27, 2020March 29, 2019
Restricted Stock UnitsNumber of Non-vested UnitsWgtd. Avg. Grant Date Fair ValueNumber of Non-vested UnitsWgtd. Avg. Grant Date Fair Value
Outstanding, beginning of period153,186  $5.36  170,492  $3.96  
Granted50,556  9.19  —  —  
Vested(17,015) 3.58  —  —  
Forfeited—  —  —  —  
Outstanding, end of period186,727  $6.56  170,492  $3.96  
For non-vested shares   
Expense not yet recognized (000s)$906   $282  
Weighted average remaining years for vesting2.21.9
For shares vested
Aggregate fair value on vesting dates (000s)$86  $—  

  Years Ended
  December 29, 2017 December 30, 2016
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 
 
 
 
Vested 
 
 
 
Forfeited 
 
 
 
Outstanding, end of period 267,999
 $4.03
 112,809
 $4.64
         
For non-vested shares  
    
  
Expense not yet recognized (000s)   $119
  
 $327
Weighted average remaining years for vesting  
 1.9
   1.9
NOTE 9—INCOME TAXES


Provision forThe income taxestax expense during each of the three and six months ended DecemberMarch 27, 2020 and March 29, 2017 and December 30, 20162019 follows:
  Three Months Ended
Income Tax Provision/Benefit December 29,
2017
 December 30,
2016
(in thousands)  
 
Benefit from income taxes $(1,010) $
 Three Months EndedSix Months Ended
March 27,
2020
March 29,
2019
March 27,
2020
March 29,
2019
(in thousands) 
Income tax expense$367  $203  $703  $515  
 
Except as described below related to the federal Alternative Minimum Tax (“AMT”) deferred tax assets, as of December 29, 2017, the Company has recorded a full valuation allowance on all deferred tax assets. Although a full valuation allowance has been recorded for all deferred tax assets, including net operating loss carryforwards (“NOLs”), these NOLs remain available to the Company to offset future taxable income and reduce cash tax payments. IEC had federal gross NOLs for income tax purposes of approximately $32.9 million at September 30, 2017, expiring mainly in years 2022 through 2035. The Company also has additional state NOLs available in several jurisdictions in which it files state tax returns.
New York State corporate tax reform, in 2015, resulted in the reduction of the business income base rate for qualified manufacturers in New York State to 0% beginning in fiscal 2015 for IEC.

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 an expected U.S. statutory federal rate tax of approximately 24.5% for fiscal 2018, and approximately 21% for subsequent fiscal years.  The Tax Act eliminates the domestic manufacturing deduction and moves to a territorial system. In addition, previous paid federal AMT will now be refundable regardless of whether there is future income tax liability before AMT credits. For the quarter ended December 29, 2017, the impact of the Tax Act resulted in the Company recording a net tax benefit of approximately $1 million, resulting from the release of the valuation allowance on the Company’s AMT credits. In addition, because the Company recorded a full valuation allowance on its historical NOLs, the resulting change in the deferred tax asset from the lower corporate tax rate was fully offset by the resulting change in the Company’s valuation allowance, and did not have any impact on the Company’s income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income, changes in tax laws, business reorganizations, and settlements with taxing authorities, if any.

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., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. For the three months ended December 29, 2017.  

The Company willMarch 27, 2020, there were no material tax impacts to our condensed consolidated financial statements as it relates to COVID-19 measures. We continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and evaluateothers.

The CARES Act includes a provision which accelerates the assumptionsrefund of alternative minimum tax (“AMT”) credits to allow a full utilization or refund of the remaining credits beginning in tax year 2019. As the Company expects to have net operating loss carryforward to offset its 2019 taxable income in full, the AMT credit should be refundable in full. As such, at March 27, 2020, the Company reclassified the remaining portion of its AMT credit from deferred income tax to federal income tax receivable in the condensed consolidated balance sheet.

The Company's estimated annual effective tax rate for fiscal 2020 is comprised of the federal tax rate of 21% plus the state tax rate of 1.58%, which is adjusted for permanent book tax differences. During the three and evidence consideredsix months ended March 27, 2020, the permanent items included meals and entertainment and stock based compensation. There were no material discrete items recognized in arriving at the above conclusion, in order to assess whether such conclusion remains appropriate in future periods, given our current operating results in fiscal 2018three and forecasted operating results in fiscal 2019.six months ended March 27, 2020.




23


NOTE 10—MARKET SECTORS AND MAJOR CUSTOMERS


A summary of sales, according to the market sector within which IEC’s customers operate, follows:
Three Months EndedSix Months Ended
% of Sales by SectorMarch 27,
2020
March 29,
2019
March 27,
2020
March 29,
2019
Aerospace & Defense60%62%61%57%
Medical24%19%24%23%
Industrial16%19%15%20%
100%100%100%100%
  Three Months Ended
% of Sales by Sector December 29,
2017
 December 30,
2016
Aerospace & Defense 61% 50%
Medical 17% 28%
Industrial 18% 20%
Communications & Other 4% 2%
  100% 100%

ThreeNaN individual customers each represented 10% or more of sales for the three months ended December 29, 2017. TwoMarch 27, 2020. NaN of these customers were from the aerospace & defense sector and each represented 15%25%, 12% and 11% of sales, while onesales. The fourth customer was from the medical sector and represented 11%17% of sales for the three months ended DecemberMarch 27, 2020. NaN individual customers represented 10% or more of sales for the six months ended March 27, 2020. NaN of these customers were from the aerospace & defense sector and represented 26% and 11% of sales. The third customer was from the medical sector and represented 16% of sales for the six months ended March 27, 2020.

NaN individual customer represented 10% or more of sales for the three months ended March 29, 2017.2019. This customer was from the aerospace & defense sector and represented 22% of sales. Two individual customers each represented 10% or more of sales for the threesix months ended December 30, 2016.March 29, 2019. One customer was from the aerospace & defense sector and represented 14%21% of sales, andwhile one customer was from the industrialmedical sector and represented 10%11% of sales.


ThreeTwo individual customers represented 10% or more of receivables and accounted for 51%30% of the outstanding balance at December 29, 2017. ThreeMarch 27, 2020. NaN individual customers represented 10% or more of receivables and accounted for 42%38% of the outstanding balancesbalance at September 30, 2017.2019.


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.


NOTE 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 condensed consolidated financial statements.


NOTE 12—CAPITAL LEASELEASES


Operating Leases


IEC has a lease portfolio that consists of operating leases for equipment, and has remaining terms from less than one year to up to approximately five years, with contractual terms expiring from 2020 to 2024. None of these leases contain residual value guarantees, substantial restrictions, or covenants.

Supplemental balance sheet information related to the Company’s operating leases were as follows:
March 27,
2020
Weighted average remaining lease term for operating leases (in years)4.2
Weighted average discount rate for operating leases5.47 %

Finance Leases

IEC's lease portfolio also consists of finance leases for equipment and real estate, and has remaining terms of five years up to approximately thirteen years, with contractual terms expiring in 2024 through 2033.
24



Supplemental balance sheet information related to the Company’s finance leases were as follows:
March 27,
2020
Finance lease right-of-use assets, net of accumulated amortization (included in PP&E) (in thousands)$6,617 
Weighted average remaining lease term for finance leases (in years)11.7
Weighted average discount rate for finance leases4.83 %

Lease Expense

The components of lease expense, recorded in cost of sales, selling and administrative expenses and interest and financing expense in the condensed consolidated statements of operation, during the three and six months ended March 27, 2020 were as follows:

Three Months EndedSix Months Ended
Lease ExpenseClassificationMarch 27,
2020
March 27,
2020
(in thousands)
Operating lease expense
Fixed payment operating lease expense ¹Cost of sales$68  $93  
Fixed payment operating lease expenseSelling and administrative expenses15  29  
Variable payment operating lease expense—  —  
Finance lease expense
Depreciation of ROU assetsCost of sales144  273  
InterestInterest and financing expense88  174  
Total lease expense$315  $569  
1 Includes short-term leases which are not material.

Supplemental Cash Flow Information

Supplemental cash flow information related to the Company's leases during the six months ended March 27, 2020 were as follows:
Six Months Ended
Supplemental Cash FlowMarch 27,
2020
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Cash paid for operating lease ROU assets$47 
Interest paid on finance leases174 
Financing cash flows from finance leases— 
Lease liabilities arising from obtaining ROU assets:
Operating leases33 

25


Contractual Lease Payments

A summary of capitaloperating lease payments for the next five years follows:
Operating Lease Payment ScheduleContractual
Lease
Payments
(in thousands) 
Twelve months ending March 
2021$77  
202273  
202372  
202472  
2025 and thereafter18  
Total operating lease payments312  
Less: amounts representing interest(38) 
Total operating lease obligation$274  

A summary of finance lease payments for the next five years follows:
Finance Lease Payment ScheduleContractual
Lease
Payments
(in thousands) 
Twelve months ending March 
2021$760  
2022774  
2023788  
2024802  
2025 and thereafter6,481  
Total finance lease payments9,605  
Less: amounts representing interest(2,349) 
Total finance lease obligation$7,256  

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  

As of March 27, 2020, the Company has one 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 lease is expected to commence in late fiscal 2020 when construction of the asset is complete.
26


Capital Lease Payment Schedule Contractual
Principal
Payments
(in thousands)  
Twelve months ended December  
2018 $485
2019 494
2020 504
2021 514
2022 and thereafter 5,691
Total capital lease payments 7,688
Less: amounts representing interest (2,163)
Present value of minimum lease payment $5,525


NOTE 13—LOSSNET INCOME PER SHARE


The Company applies the two-class method to calculate and present net lossincome per share. Certain of the Company's restricted (non-vested) share awards contain non-forfeitable rights to dividends and are considered participating securities for purposes of


computing net lossincome per share pursuant to the two-class method. Under the two-class2-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. As the Company incurred a net loss for the three months ended December 29, 2017 and December 30, 2016, and losses are not allocated to participating securities under the two-class method, such method is not applicable for the aforementioned interim reporting periods.


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 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.


A summary of shares used in the earningsEPS calculations follows (in thousands except share and per share (“EPS”) calculations follows:data):

  Three Months Ended
Earnings Per Share December 29,
2017
 December 30,
2016
Basic net loss per share:    
Net loss $(494) $(865)
Less: Income attributable to non-vested shares 
 
Net loss available to common stockholders $(494) $(865)
     
Weighted average common shares outstanding 10,204,413
 10,163,291
     
Basic net loss per share $(0.05) $(0.09)
     
Diluted net loss per share:    
Net loss $(494) $(865)
     
Shares used in computing basic net loss per share 10,204,413
 10,163,291
Dilutive effect of non-vested shares 
 
Shares used in computing diluted net loss per share 10,204,413
 10,163,291
     
Diluted net loss per share $(0.05) $(0.09)
 Three Months EndedSix Months Ended
Net Income Per ShareMarch 27,
2020
March 29,
2019
March 27,
2020
March 29,
2019
(in thousands, except share and per share data)
Basic net income per share:
Net income$1,523  $670  $2,712  $1,742  
Less: Income attributable to non-vested shares  15   
Net income available to common stockholders$1,515  $666  $2,697  $1,733  
Weighted average common shares outstanding10,393,461  10,286,876  10,379,846  10,274,772  
Basic net income per share$0.15  $0.06  $0.26  $0.17  
Diluted net income per share:
Net income$1,523  $670  $2,712  $1,742  
Shares used in computing basic net income per share10,393,461  10,286,876  10,379,846  10,274,772  
Dilutive effect of non-vested shares309,651  391,182  286,155  299,304  
Shares used in computing diluted net income per share10,703,112  10,678,058  10,666,001  10,574,076  
Diluted net income per share$0.14  $0.06  $0.25  $0.16  


The diluted weighted average share calculations do not include the following securities,shares, which are not dilutive to the EPS calculations.
Three Months EndedSix Months Ended
March 27,
2020
March 29,
2019
March 27,
2020
March 29,
2019
Anti-dilutive shares excluded— — — 19,583 

27
  Three Months Ended
  December 29,
2017
 December 30,
2016
Anti-dilutive shares excluded 1,100,539
 1,006,304






NOTE 14—SUBSEQUENT EVENTS

Effective as of January 26, 2018, the Company and M&T Bank entered into the Fourth Amendment which modified the definition of Applicable Margin with respect to the quarter ending March 30, 2018.

In connection with the Fourth Amendment, the Company entered into the Equipment Line Term Loan line of credit, whereby M&T Bank agrees to make Equipment Line Advances to the Company from time to time in amounts outstanding at any time not exceeding $1,500,000. The obligations of the Company under the Equipment Line Term Loan line of credit are secured by the capital equipment the proceeds of such facility are used to purchase, as well as the collateral securing the facility generally. Up to $750,000 of the facility availability was permitted to finance equipment purchased prior to closing of the facility and availability under the facility may be re-borrowed. Equipment Line Advances will be used to finance the purchase of capital equipment and are limited to 80% of the invoice cost of purchased equipment. No more than four such advances may be outstanding at any one time. The advances will be interest only for a period of six months at which point or earlier upon the Company’s election, the Company will repay the Equipment Line Advance and any accrued interest in full, or, provided all conditions to conversion have been met, the Company will pay in full all accrued interest and convert the Equipment Line Advance to a term loan with level monthly principal payments plus interest. At the Company’s option, interest is either the one month Libor Rate, adjusted daily, plus the Applicable Margin applied to the Company’s Term Loan B or the Base Rate plus the Applicable Margin applied to Term Loan B. Equipment Line Term Loans amortize for a period of up to three years, as specified by the Company, from the date of conversion. There is a customary fee in the event of prepayment.

Item 2.  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 unaudited condensed consolidated financial statements and notes.  All references to “Notes” are to the accompanying condensed consolidated financial statements and notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”).
 
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 Form 10-Q 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 impact of the coronavirus (“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; variability and timing of customer requirements; technological, engineering and other start-up issues related to new programs and products; uncertainties as to availability and timing of governmental funding for our customers; the impact of government regulations, including FDA regulations; risks related to the accuracy of the estimates and assumptions we used to revalue our net deferred tax assets in accordance with the Tax Act; the types and mix of sales to our customers; litigation and governmental investigations or proceedings arising out of or relating to accounting and financial reporting matters; intellectual property litigation; 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; technological, engineering and other start-up issues related to new programs and products; variability and timing of customer requirements; the potential consolidation of our customer base; availability of component supplies; dependence on certain industries; the ability to realize the full value of our 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; 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 in this Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended September 30, 2017,2019, and our other filings with the Securities and Exchange Commission (the “SEC”).




All forward-looking statements included in this Form-10-Q are made only as of the date indicated or as of the date of this Form 10-Q. 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-Q 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.


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Overview


IEC Electronics Corp. (“IEC,” “we,” “our,” “us,” the “Company”) conducts business directly, as well as through its subsidiaries, IEC Electronics Wire and Cable, Inc. (“Wire and Cable”) which merged into IEC on December 28, 2016; IEC Electronics Corp-Albuquerque (“Albuquerque”);, and IEC Analysis & Testing Laboratory, LLC (“ATL”); and. Our former subsidiary, IEC California Holdings, Inc. The, was dissolved as of September 18, 2019. Our Rochester unit formerly Celmet, operates as a division of IEC.


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'scustomer’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, NY,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 market 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 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.


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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”).


Employees

Employees are our single greatest resource. Our total employees numbered 565,866, all of which are full time employees, at December 29, 2017. Employee counts remained flat during the first quarter of fiscal 2018.March 27, 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 large and technically qualified workforces in close proximity to our operating locations in Rochester, NY and Albuquerque, NM.


COVID-19 Pandemic

In December 2019, a novel strain of coronavirus, COVID-19, was reported in Wuhan, China. The World Health Organization determined that the outbreak constituted a “Public Health Emergency of International Concern” and declared a pandemic. The COVID-19 pandemic is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact 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 critical infrastructure workforce, our production facilities have continued to operate in support of essential products and services required to meet national security commitments to the U.S. government and the U.S. military.

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. We are aware of some component manufacturers that have been required to shut down temporarily, as a result of COVID-19 related illnesses impacting their employee populations or to comply with government mandates. Due to the lifesaving and mission critical nature of the products we support, many of our suppliers and the related programs are given certain priority ratings, which helps to ensure the required supply of material will continue.

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 safety 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. In support of those working on site, we have taken numerous actions to help provide for a safe work environment and 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 Centers 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 continue to enhance our practices to remain aligned with state and federal guidelines.

Customer Demand

Due to the nature of the lifesaving and mission 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 their
30


demand be moved out to future periods beyond fiscal 2020. 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 partnership with our customers to continually assess any potential impacts from the pandemic and opportunities to mitigate risk.

Three Months Results
 
A summary of selected income statement amounts for the three months ended follows:

Three Months Ended Three Months Ended
Income Statement Data
December 29,
2017
 December 30,
2016
Income Statement DataMarch 27,
2020
March 29,
2019
(in thousands)
  
(in thousands) 
Net sales
$21,156
 $20,976
Net sales$44,171  $37,294  


   
Gross profit
1,518
 1,795
Gross profit5,503  4,586  
Selling and administrative expenses
2,788
 2,441
Selling and administrative expenses3,217  3,328  
Interest and financing expense
234
 219
Interest and financing expense396  385  
Loss before income taxes
(1,504) (865)
Benefit from income taxes (1,010) 
Net loss $(494) $(865)
Income before income taxesIncome before income taxes1,890  873  
Income tax expenseIncome tax expense367  203  
Net incomeNet income$1,523  $670  
 
A summary of sales, according to the market sector within which our customers operate, follows:
 Three Months EndedThree Months Ended
% of Sales by Sector December 29,
2017
 December 30,
2016
% of Sales by SectorMarch 27,
2020
March 29,
2019
Aerospace & Defense 61% 50%Aerospace & Defense60%62%
Medical 17% 28%Medical24%19%
Industrial 18% 20%Industrial16%19%
Communications & Other 4% 2%
 100% 100%100%100%
 
Revenue increased in the firstsecond quarter of fiscal 20182020 by $0.2$6.9 million or 0.9%18% as compared to the firstsecond quarter of the prior fiscal year. Revenues from the aerospace & defense market sector increased by $2.5$3.4 million, offset by decreases inrevenue from the medical market sector of $2.2increased $3.5 million and revenue from the industrial market sector of $0.4decreased $0.1 million.
Various increases and decreases in sales to our aerospace & defense customers resulted in a net increase of $2.5$3.4 million in the firstsecond quarter of fiscal 2018. Programs frequently fluctuate2020. Production ramp up of various customers resulted in demand or end and are replaced by new programs. Aggregate


an increase of revenue of $5.4 million. Net increases in sales of $5.0customer demand resulted in an additional $1.1 million increase in the quarterrevenue. These increases were partially offset by $2.1reductions to revenue due to disengaging with certain customers.

The medical sector saw an increase of $3.5 million in the second quarter of fiscal 2020 compared to the same period of the prior fiscal year. We saw increases related to new programs ramping up with one customer amounting to $4.2 million and various net increases in customer demand of $1.6 million. These increases were partially offset by decreases of $0.5 million from other customers. Another $0.2a program being on hold from one customer and a decrease of $1.7 million decreasefrom a discontinued program with another customer. We continue to expect some volatility in revenue was due to our decision to disengage with a customer due to lack of profitability.

In the medical sector we saw a decrease of $2.2 million in the first quarter of fiscal 2018. Two customers whose demand declined approximately $1.6 million have recently increased their orders and therefore we expect our revenue to increase with them. While two other customers declined approximately $1.0 million due to a decline in their programs. We had one existing customer increase their demand by $0.4 million.going forward.


The net decrease in demand in the industrial market sector of $0.4$0.1 million resulted primarily from decreasedthe decreases in customer demand of $1.4$1.1 million. There was also a decrease of $0.6 million from multiple customers whose end market has softened but wasprograms being on hold from two customers. These decreases were partially offset by oneincrease in customer whose demand increased by $1.0 million.of $1.5 million from various customers.


Gross profitmargin for the firstsecond quarter of fiscal 20182020 decreased to 7.2%12.5% of sales versus 8.6%12.3% of sales in the firstsecond quarter of the prior fiscal year. Customer mix had the most significant impact on gross profit.


Selling and administrative (“S&A”) expense increased $0.3expenses decreased $0.1 million and represented 13.2%7.3% of sales in the firstsecond quarter of fiscal 20182020 compared to 11.6%8.9% of sales in the same quarter of the prior fiscal year. The increasedecrease in S&A expenseexpenses was primarily due to higher wagelower payroll and related expenses of $0.2 millionexpenses.

31


Interest and prior year reduction in bad debt expense of $0.2 million.

Interestfinancing expense remained flat in the firstsecond quarter of fiscal 20182020 compared to the same quarter of the prior fiscal year. The weighted average interest rate on our debt was 0.21% higher1.20% lower during the firstsecond quarter of fiscal 2018 than in2020 compared to the firstsecond quarter of the prior fiscal year. Our average outstanding debt balances increased by $0.3$3.9 million in the firstsecond quarter of fiscal 20182020 compared to the firstsecond quarter of fiscal 20172019 because of higher balances on the Revolving Credit Facilityour revolving credit facility, offset by the repayment of Term Loan A and the Albuquerque Mortgage Loan. In the first quarter of fiscal 2018, we incurred approximately $0.1 million of interest relatedlower balance on equipment line term notes to the sale-leaseback obligation for the Albuquerque, New Mexico facility.fund capital purchases. Cash paid for interest on credit facility debt was approximately $0.2$0.3 million for the second quarter of each of the first quarters of fiscal 20182020 and fiscal 2017.2019. Detailed information regarding our borrowings is provided in Note 5—6—Credit Facilities.


On December 22, 2017,With respect to tax payments, in the U.S. government enacted comprehensive tax legislation commonly referrednear term, we expect to as the Tax Cuts and Jobs Act (the “Tax Act”be largely sheltered by sizable net operating loss (“NOL”). The Tax Act significantly revises the future ongoing U.S. corporate carryforwards for federal income tax purposes. In the quarter ended March 27, 2020, we paid minimal taxes. At the end of fiscal 2019, the gross NOL carryforwards amounted to approximately $23.4 million. The NOL carryforwards expire in varying amounts between 2023 and 2035, unless utilized prior to these dates.

Year to Date Results
A summary of selected income statement amounts for the six months ended follows:
 Six Months Ended
Income Statement DataMarch 27,
2020
March 29,
2019
(in thousands) 
Net sales$88,905  $72,735  
Gross profit10,742  9,645  
Selling and administrative expenses6,516  6,680  
Interest and financing expense811  708  
Income before income taxes3,415  2,257  
Income tax expense703  515  
Net income$2,712  $1,742  
A summary of sales, according to the market sector within which our customers operate, follows:
Six Months Ended
% of Sales by SectorMarch 27,
2020
March 29,
2019
Aerospace & Defense61%57%
Medical24%23%
Industrial15%20%
100%100%
Revenue increased in the first six months of fiscal 2020 by among other things, lowering U.S. corporate income tax rates$16.2 million or 22% as compared to the first six months of the prior fiscal year. Revenues from the aerospace & defense sector increased $12.3 million, revenue from the medical sector increased $5.3 million and implementingrevenue from the industrial sector decreased $1.4 million.
Various increases and decreases in sales to our aerospace & defense customers resulted in a territorial tax system. As we have a September 30net increase of $12.3 million in the first six months of fiscal year-end, the lower corporate income tax rate will be phased2020. Ramping up of production of various customers resulted in an increase of revenue of $6.9 million. Net increases in customer demand resulted in an additional $6.8 million increase in revenue. These increases were partially offset by disengagements with customers resulting in a decrease of $1.6 million in the first six months of fiscal 2020.

The medical sector saw an expected U.S. statutory federal tax rateincrease of approximately 24.5% for$5.3 million in the first six months of fiscal 2018, and approximately 21% for subsequent fiscal years. The impact2020 compared to the same period of the Tax Act may differprior fiscal year. We saw increases related to a new program ramping up with one customer amounting to $6.9 million and net increases in customer demand of $2.2 million at various customers. These increases were partially offset by decreases of $3.2 million from this estimate, possibly materially, duea program being on hold from one customer. We continue to among other things, changesexpect some volatility in interpretationsthe medical sector going forward.

32


The net decrease in the industrial sector of $1.4 million resulted primarily from the decreases in customer demand of $1.2 million in the first six months of fiscal 2020. There was also a decrease of $1.9 million from a program being on hold from one customer. These decreases were partially offset by increase in customer demand of $1.6 million from various customers.

Due to the Chapter 11 bankruptcy filing of a customer, we incurred a $1.0 million pre-tax non-cash charge during the first six months of fiscal 2020, related to the increase in our excess and assumptions we have made, guidance that may be issuedobsolete 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 actions we may takepursue available legal remedies to recover any losses suffered as a result of the Tax Act. The Tax Act eliminatescustomer’s Chapter 11 bankruptcy filing. These charges impacted our GAAP financial results. Net income in the domestic manufacturing deductionfirst six months was $2.7 million, and, movesadjusted for the $1.0 million impact from the one-time inventory reserve, adjusted net income was $3.5 million. Information regarding this non-GAAP measure and a reconciliation of net income to a territorial system. In addition, previous paid federal AMT will now be refundable regardlessadjusted net income is provided below under “Non-GAAP Financial Measures.”

Gross margin for the first six months of whether there is future income tax liability before AMT credits. Forfiscal 2020 decreased to 12.1% of sales versus 13.3% of sales in the quarter ended December 29, 2017, the impactfirst six months of the Tax Act resultedprior fiscal year. The customer bankruptcy filing had the most significant impact on gross profit, in addition to customer mix.  Excluding the non-cash charge related to the customer's Chapter 11 bankruptcy filing, our recordingadjusted gross margin would have been 13.2% of sales. Information regarding this non-GAAP measure and a net tax benefitreconciliation of approximately $1gross 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 decreased $0.2 million resulting fromand represented 7.3% of sales in the releasefirst six months of fiscal 2020 compared to 9.2% of sales in the first six months of the valuation allowanceprior fiscal year. The decrease in S&A expenses was primarily due to lower payroll and related expenses.

Interest and financing expense increased by $0.1 million in the first six months of fiscal 2020 compared to the same quarter of the prior fiscal year. The weighted average interest rate on our AMT credits. In addition,debt was 1.16% lower during the first six months of fiscal 2020 compared to the first six months of the prior fiscal year. Our average outstanding debt balances increased by $6.5 million in the first six months of fiscal 2020 compared to the first six months of fiscal 2019 because we recorded a full valuation allowanceof higher balances on our historical NOLs, the resulting change in the deferred tax asset from the lower corporate tax rate was fullyrevolving credit facility, offset by the resulting change in our valuation allowance, and did not have any impactlower balance on our income tax provisionequipment line term notes to fund capital purchases. Cash paid for interest on credit facility debt was approximately $0.6 million for the quarter ended December 29, 2017.  first six months of each of fiscal 2020 and fiscal 2019. Detailed information regarding our borrowings is provided in Note 6—Credit Facilities.


With respect to tax payments, in the near term, we expect to be largely sheltered by sizable NOL carryforwards for federal income tax purposes. In the first threesix months of fiscal 2018,2020, we did not pay anypaid minimal taxes. At the end of fiscal 2017,2019, the gross NOL carryforwards amounted to approximately $32.9$23.4 million. The NOL carryforwards expire in varying amounts between 20222023 and 2035, unless utilized prior to these dates.


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 defined non-GAAP measure used by other companies.
33


Six Months Ended
March 27,
2020
Reconciliation to adjusted gross profit:
Gross profit$10,742 
Non-cash charge (1)
987 
Adjusted gross profit                                    $11,729 
Reconciliation to adjusted gross margin:
Gross margin12.1 %
Non-cash charge (1)
1.1 %
Adjusted gross margin                                    13.2 %
Reconciliation to adjusted net income:
Net income$2,712 
Non-cash charge (1)
987 
Income tax effect (2)
(207)
Adjusted net income                                   $3,492 
Reconciliation to adjusted net income per common share:
Net income per common share, basic$0.26 
Non-cash charge, net of tax (1)(2)
0.08 
Adjusted net income per common share, basic$0.34 
Net income per common share, diluted$0.25 
Non-cash charge, net of tax (1)(2)
0.07 
Adjusted net income per common share, diluted (3)
$0.32 
(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.
(2) The income tax effect related to the non-cash charge was calculated using an effective tax rate of 21%.
(3) Adjusted net income per common share, diluted is calculated based on adjusted net income and reflects the dilutive impact of shares, where applicable, based on adjusted net income.

Liquidity and Capital Resources
 
Capital Resources
 
As of December 29, 2017,March 27, 2020, there were $0.1$2.3 million of outstanding capital expenditure commitments for manufacturing equipment.  We generally fund capital expenditures with cash flows from operations, and our revolving credit facility.facility and our equipment line advances. Based on our current expectations, we believe that our projected cash flows provided by operations available cash on hand, 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.
 

34



Summary of Cash Flows
 
A summary of selected cash flow amounts for the threesix months ended March 27, 2020 and March 29, 2019 follows:
 Three Months Ended Six Months Ended
Cash Flow Data December 29,
2017
 December 30,
2016
Cash Flow DataMarch 27,
2020
March 29,
2019
(in thousands)    (in thousands) 
Cash, beginning of period $
 $845
Cash, beginning of period$—  $—  
Net cash provided by/(used in):  
  
Net cash provided by/(used in):  
Operating activities 770
 1,974
Operating activities1,800  (8,851) 
Investing activities (801) 5,293
Investing activities(1,351) (805) 
Financing activities 31
 (7,668)Financing activities(449) 9,656  
Net cash decrease for the period 
 (401)
Net cash change for the periodNet cash change for the period—  —  
Cash, end of period $
 $444
Cash, end of period$—  $—  
 
Operating activities
 
Cash flows used byfrom operations, before considering changes in our working capital accounts, was $0.7provided $7.1 million and $0.2$3.8 million for the first threesix months of fiscal 20182020 and fiscal 2017,2019, respectively. Net lossincome of $0.5$2.7 million in the first threesix months of fiscal 20182020 improved compared to the same period of the prior fiscal year mainly due to theincreased sales. Net income tax benefit of $1.0 million as a result of the Tax Act. Net loss was $0.9$1.7 million during the first threesix months of the prior fiscal year.


Working capital providedused cash flows of $1.5$5.3 million in the first threesix months of fiscal 20182020 and $2.2$12.7 million in the first threesix months of fiscal 2017.2019. The change in working capital in the first threesix months of fiscal 20182020 was primarily due to decreases in accounts receivable of $4.0$1.0 million, increases in unbilled contract revenue of $1.1 million, increases in inventories of $2.1 million, decreases in accounts payable $2.8 million, decreases in accrued expenses of $1.9 million and increases in customer deposits of $2.6 million. Inventory and customer deposit increases were driven by the higher customer demand to meet increased backlog and securing materials for future production. The decrease in accounts payable of $2.9 million. These increases to cash flow were offset by an increase in inventory of $5.4 million. Accounts receivable decreases werewas primarily due to lower sales.the timing of sales and billings. The increasedecrease in accounts payableaccrued expenses was due primarily to an increase of inventory purchases, as well as timing of purchasesa decrease in payroll and payments.related costs due to timing.


Investing activities
 
Cash flows used in investing activities were $1.4 million and $0.8 million for the first threesix months of fiscal 20182020 and provided $5.3 million for the first three months of fiscal 2017.2019, respectively.  Cash flows used in each of the first threesix months of fiscal 20182020 and fiscal 2019 consisted of purchases of equipment and capitalized software costs resulting from the ongoing implementation of a new enterprise resource planning (“ERP”) system. Cash flows provided in the first three months of fiscal 2017 consisted of proceeds 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 was $31.0 thousand for the first three months of fiscal 2018. Cash flows used by financing activities was $7.7were $0.4 million for the first threesix months of fiscal 2017.2020 compared to inflows of $9.7 million for the first six months of fiscal 2019.  During the first threesix months of fiscal 2018, net borrowings under all credit facilities were $59.0 thousand, with $0.3 million of net borrowings under the Revolver and repayments of $0.2 million for term debt. During the first three months of fiscal 2017,2020, net repayments under all credit facilities were $7.6$0.8 million, with $1.3$0.1 million of net repayments under the Revolver, as defined below, and repayments of $6.3$0.7 million for term debt. During the first six months of fiscal 2019, net borrowings under all credit facilities were $9.7 million, with $9.9 million of net borrowings under the Revolver, repayments of $0.6 million for term debt due largelyand $0.4 million of new borrowings related to the Albuquerque sale-leaseback transaction.equipment line advances.


35


Credit Facilities
 
At December 29, 2017,March 27, 2020, borrowings outstanding under the revolving credit facility (the “Revolver”) under the ThirdNinth Amendment to the Fifth Amended and Restated Credit Facility Agreement effective as of May 5, 2017 (the “Third Amendment”), that(which amended the Fifth Amended and Restated Credit Facility Agreement dated as of December 14, 2015, as amended by various amendments, collectively, the First Amendment to Fifth Amended and Restated Credit“Credit Facility, dated as of June 20, 2016, and the Second Amendment to Fifth Amended and Restated Credit Facility Agreement, dated as of November 28, 2016 (the “Second Amendment”) (collectively, the “Fifth Amended Credit Agreement”amended”) amounted to $9.1$26.6 million, and the upper limit was $16.0$35.0 million.  The Company believesWe believe that itsour liquidity is sufficient to satisfy anticipated operating requirements during the next twelve months.


The Third Amendment extended the Revolver termination date to May 5, 2022. In connection with the Third Amendment, the Term Loan B to M&T Bank wasCredit Facility, as amended, and restated. The Third Amendment revised certain covenants to provide that we may use Revolver proceeds to refinance existing indebtedness. As a result, the Term Loan B, which matures on May 5, 2022,


now has a principal amount of $6.0 million. The Third Amendment also revised the maximum amount we can borrow under the Revolver to the lesser of $16.0 million or 85% of eligible receivables plus up to $7.0 million of eligible inventories. The Third Amendment also modified the definitions of Applicable Margin and Applicable Unused Fee to provide that each is calculated using the applicable Fixed Charge Coverage Ratio, as redefined by the Third Amendment. The Third Amendment established a Borrowing Base computed using monthly Borrowing Base Reports that, if inaccurate, allow M&T Bank, in its discretion, to suspend the making of or limit Revolving Credit Loans. Further, the Third Amendment provides for the repurchase of our common stock under certain circumstances without M&T Bank’s prior written consent.
The Third Amendment, also contains various affirmative and negative covenants including financial covenants. Pursuant to the Third Amendment, asAs of March 31, 2017, certain financial covenants of the credit facility were eliminated or revised to be less complex, including the Maximum Inventory covenant, Debt to EBITDAS ratios, and the Maximum Capital Expenditures limit after the fiscal year ended September 30, 2017. The Company is required27, 2020, we had to maintain a minimum fixed charge coverage ratio (“Fixed Charge Coverage Ratio”) that. 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 initially measured for a trailing sixtwelve months ended September 30, 2017 and was measured for a trailing nine months ended December 29, 2017. For the quarter ended March 30, 2018, and forward, the Fixed Charge Coverage Ratio will be measured on a rolling twelve month basis.

Pursuant to the Fifth Amended27, 2020. The Credit Agreement,Facility, as amended, by the Third Amendment, the Fixed Charge Coverage Ratio covenant, measured using trailing nine months, as a minimum of 1.10 times, was the only covenant in effect at December 29, 2017. The Fixed Charge Coverage Ratio was calculated as 0.02 times December 29, 2017. As discussed below, the Company and M&T Bank entered into the Fourth Amendment to the Fifth Amended Credit Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, M&T Bank waived compliance with the Fixed Charge Coverage Ratio for the nine months ended December 29, 2017 and no Event of Default occurred for the three months ended December 29, 2017.

The Third Amendmentalso 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.


Effective as of January 26, 2018, we entered into the Fourth Amendment with M&T Bank. The Fourth Amendment modified the definition of Applicable Margin with respectPursuant to the quarter endingCredit Facility, as amended, the Fixed Charge Coverage Ratio covenant of a minimum of 1.10 was the only covenant in effect at March 30, 2018 to provide that the Applicable Margin is fixed27, 2020. The Fixed Charge Coverage Ratio was calculated as 2.58 at Level II, as definedMarch 27, 2020. The Company was in the Fourth Amendment, plus fifty basis points.

In connectioncompliance with the Fourth Amendment, we entered into the Equipment Line Term Loan line of credit, whereby M&T Bank agrees to make Equipment Line Advances to us from time to timefinancial debt covenant at March 27, 2020.

Detailed information regarding our borrowings at March 27, 2020 is provided in amounts outstanding at any time not exceeding $1,500,000. The obligations of ours under the Equipment Line Term Loan line of credit are secured by the capital equipment the proceeds of such facility are used to purchase, as well as the collateral securing the facility generally. Up to $750,000 of the facility availability was permitted to finance equipment purchased prior to closing of the facility and availability under the facility may be re-borrowed. Equipment Line Advances will be used to finance the purchase of capital equipment and are limited to 80% of the invoice cost of purchased equipment. No more than four such advances may be outstanding at any one time. The advances will be interest only for a period of six months at which point or earlier upon our election, we will repay the Equipment Line Advance and any accrued interest in full, or, provided all conditions to conversion have been met, we will pay in full all accrued interest and convert the Equipment Line Advance to a term loan with level monthly principal payments plus interest. At our option, interest is either the one month Libor Rate, adjusted daily, plus the Applicable Margin applied to the Term Loan B or the Base Rate plus the Applicable Margin applied to Term Loan B. Equipment Line Term Loans amortize for a period of up to three years, as specified by us, from the date of conversion. There is a customary fee in the event of prepayment.Note 6—Credit Facilities.

Off-Balance Sheet Arrangements
 
IEC is not a party to any material off-balance sheet arrangements.
 
Application of Critical Accounting Policies
 
Our application of critical accounting policies areis disclosed in our Annual Report on Form 10-K filed for the fiscal year ended September 30, 2017.  During the three months ended December 29, 2017, there have been no material changes to these policies.2019. 



Recently Issued Accounting Standards
 
See Note 1—Our Business and Summary of Significant Accounting Policies for further information concerning recently issued accounting pronouncements.
 
Item 3.    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 December 29, 2017March 27, 2020 or September 30, 2017.2019.
 
At December 29, 2017,March 27, 2020, the Company had $15.3$29.8 million of debt, all comprised of $14.6 million with variable interest rates and $0.8 million with fixed interest rates.  Interest rates on variable loans are based on London interbank offered rate (“LIBOR”). 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 December 29, 2017 indicatesMarch 27, 2020 indicated 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 $0.1$0.3 million.
 
The Company is exposed to credit risk to the extent of non-performance by M&T Bank under the Fifth Amended Credit Agreement,Facility, as amended.  M&T Bank’s credit rating (reaffirmed A by Fitch in October 2017) is monitored by the Company, and IEC expects that M&T Bank will perform in accordance with the terms of the Fifth Amended Credit Agreement,Facility, as amended.
 
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Item 4.    Controls and Procedures
 
Evaluation of disclosure controls and procedures


Our management, with the participation of our Chief Executive Officer (our principal executive officer) and our 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 December 29, 2017,March 27, 2020, the end of the period covered by this Form 10-Q.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 29, 2017,March 27, 2020, our disclosure controls and procedures were effective.


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 year ended September 30, 2019, 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 is expected to be fully completed duringafter fiscal 2018.2020.  


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.


In response to the COVID-19 pandemic, some of our employees began working remotely during the second quarter of fiscal 2020. Management has taken measures to ensure that our internal controls over financial reporting remained effective and were not materially affected by these changes to the working environment during this period. We are continually monitoring and assessing the impact of the COVID-19 pandemic on our internal controls to minimize the impact on their design and operating effectiveness.

During the quarter ended December 29, 2017,March 27, 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.


Limitations on the effectiveness of control systems


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.

37



Part II         OTHER INFORMATION
 
Item 1.    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 condensed consolidated financial statements.


Item 1A.   Risk Factors
 
ThereFor a discussion of the Company’s potential risks or uncertainties, please see “Part I—Item 1A—Risk Factors” and “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019 filed with the SEC on November 22, 2019, and “Part I—Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein. Other than as described below, there have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2017 filed with2019.

Our business, results of operations and financial condition may be adversely impacted by the SECrecent coronavirus (“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 are closely monitoring the impact of the COVID-19 pandemic on December 6, 2017.all aspects of our business, including how it will impact 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 our second quarter of 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. 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 other risks discussed in Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.

Our business will be adversely affected if the COVID-19 pandemic, or similar health epidemics, negatively impacts our supply chain.

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
38


actions, facility closures in response to the pandemic, fear of acquiring COVID-19 while performing essential business functions, or as a result of recent changes to unemployment insurance where unemployed workers can receive, in the short-term, 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.

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 the second quarter of fiscal 2020, the aerospace & defense sector represented 60% of our business and the medical sector represented 24% 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 some 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.
39







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


None


Item 3.    Defaults Upon Senior Securities
 
None
 
Item 4.    Mine Safety Disclosures
 
Not Applicable
 
Item 5. Other Information


None
 
Item 6.    Exhibits
 
INDEX TO EXHIBITS
Exhibit No.Description
31.1*
31.1
31.2*
31.232.1*
32.1
101The following items from this Quarterly Report on Form 10-Q formatted in Extensible Business Reporting Language: (i) Consolidated Balance Sheets (unaudited), (ii) Consolidated Income Statements (unaudited), (iii) Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (iv) Consolidated Statements of Cash Flows (unaudited), and (v) Notes to Consolidated Financial Statements. 



* Filed herewith.




40



SIGNATURES
 
Pursuant to the requirements of the Securities 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)
February 7, 2018May 6, 2020By:/s/ Jeffrey T. SchlarbaumThomas L. Barbato
Jeffrey T. SchlarbaumThomas L. Barbato
Senior Vice President & Chief Executive Officer
(Principal Executive Officer)
February 7, 2018By:/s/ Michael T. Williams
Michael T. Williams
and Chief Financial Officer
(On behalf of the Registrant and as Principal Financial and Accounting Officer)
 

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