CREDIT FACILITIES | 0.45 to 1.00 10/01/15 through and including 1/01/16 > 0.75 to 1.00 1/02/16 through and including 4/01/16 > 1.00 to 1.00 4/02/16 through and including 7/01/16 > 1.10 to 1.00 7/2/16 and thereafter > 1.25 to 1.00 Maximum Inventory: As of January 1, 2016 $ 30,000,000 As of April 1, 2016 29,000,000 As of July 1, 2016 28,000,000 As of September 30, 2016 27,000,000 As of December 30, 2016 26,000,000 As of the end of the Fiscal Quarter ending March 31, 2017 25,000,000 As of the end of each Fiscal Quarter thereafter 25,000,000 Maximum Capital Expenditures $ 3,500,000 Pursuant to the Sixth Amendment, M&T agreed to (i) modify the financial covenants related to Quarterly EBITDARS, the Debt to EBITDARS Ratio and the Fixed Coverage Charge Ratio and (ii) waive events of default arising from the Company’s non-compliance with these covenants during the fiscal quarters ended December 26, 2014 and March 27, 2015. Quarterly EBITDARS is the quarterly measurement of earnings before interest, taxes, depreciation, amortization, rent expense and non-cash stock compensation expense. The Debt to EBITDARS Ratio is the ratio of debt to earnings before interest, taxes, depreciation, amortization, rent expense and non-cash stock compensation expense. The Fixed Charge Coverage Ratio compares (i) 12 month EBITDA plus non-cash stock compensation expense minus unfinanced capital expenditures minus cash taxes paid, to (ii) the sum of interest expense, principal payments, sale-leaseback payments and dividends, if any (fixed charges). The Sixth Amendment also amended the definition of EBITDARS under the 2013 Credit Agreement to add back a maximum amount of professional services fees and expenses incurred and paid or to be paid prior to September 30, 2015. EBITDARS as amended and restated means, for the applicable period, earnings before interest, taxes, depreciation, amortization, plus (i) payments due under the M&T sale-leaseback arrangement, (ii) non-cash stock option expense and (iii) professional services fees and expenses incurred and paid or to be paid prior to September 30, 2015, up to a maximum of (a) for the fiscal quarter ended December 26, 2014, $235,112, (b) for the fiscal quarter ending March 27, 2015, $2,652,659, (c) for the fiscal quarter ending June 26, 2015, $200,000 plus costs incurred and paid by the Company during such fiscal quarter in connection with mortgages, environmental site assessments, title insurance and appraisals and (d) for the fiscal quarter ending September 30, 2015, $200,000 plus costs incurred and paid by the Company during such fiscal quarter, all on a consolidated basis and determined in accordance with GAAP on a consistent basis. The Sixth Amendment also modified the Quarterly EBITDARS covenant to be equal to or greater than $1.25 million for the fiscal quarter ending June 26, 2015, and $1.5 million for each fiscal quarter thereafter. A summary of financial covenant compliance follows: Quarterly EBITDAS Debt to EBITDAS Ratio Fixed Charge Coverage Ratio Maximum Inventory Maximum Capital Expenditures Fiscal Quarters First 2016 Compliant Compliant Compliant Compliant Measured Annually Fourth 2015 Compliant Compliant Compliant Not Applicable Not Applicable Third 2015 (1) Compliant Compliant Compliant Not Applicable Not Applicable Second 2015 (1) Waived Waived Waived Not Applicable Not Applicable First 2015 (1) Waived Waived Waived Not Applicable Not Applicable (1) The Company was subject to the 2013 Credit Agreement during these periods. As a result of the 2014 Restatements as described in Note 1—Our Business and Summary of Significant Accounting Policies , the Company was in default of the Credit Agreement for failure to deliver financial statements prepared in accordance with GAAP. The Company received a waiver from M&T regarding this event of default. Other Borrowings a) Albuquerque Industrial Revenue Bond : When IEC acquired Albuquerque, the Company assumed responsibility for a $100 thousand Industrial Revenue Bond issued by the City of Albuquerque. Interest on the bond is paid semiannually, and principal is due in its entirety at maturity. b) Wayne County IDA Loan to Grant : The Company entered into an agreement with Wayne County, NY to receive grant funds while meeting employment targets. As these employment targets were not met, $32 thousand of the grant is presented as a loan payable. Principal is being repaid in 36 monthly installments of $917 . Events of Default In addition to the items discussed above, the Fifth Amended Credit Agreement includes the following two events of default: a) The levying of a penalty or fee (other than routine fees consistent with those historically incurred by the Company in the ordinary course of its business) by the Securities and Exchange Commission against the Company in excess of $400,000, individually or in the aggregate. b) Legal fees incurred by the Company associated with a Securities and Exchange Commission investigation of the Company in excess of $250,000 in any fiscal year, net of any amounts reimbursed to the Company by any insurer during such fiscal year. There were no events of default for the three months ended January 1, 2016 . Contractual Principal Payments A summary of contractual principal payments under IEC's borrowings for the next five years taking into consideration the 2013 Credit Agreement follows: Debt Repayment Schedule Contractual (in thousands) Twelve months ended December, 2016 $ 2,918 2017 2,918 2018 (1) 17,261 2019 2,611 2020 and thereafter 4,516 $ 30,224 (1) Includes Revolver balance of $12.1 million at January 1, 2016" id="sjs-B4" xml:space="preserve"> A summary of borrowings at period end follows: Fixed/ January 1, 2016 September 30, 2015 Variable Interest Interest Debt Rate Maturity Date Balance Rate (1) Balance Rate (1) (in thousands) M&T credit facilities: Revolving Credit Facility v 1/18/2018 $ 12,103 4.69 % $ 12,415 4.50 % Term Loan A f 2/1/2020 4,526 3.98 4,804 3.98 Term Loan B v 2/1/2023 10,034 3.49 10,383 3.45 Albuquerque Mortgage Loan v 2/1/2018 2,400 4.94 2,467 4.75 Celmet Building Term Loan f 11/7/2018 1,029 4.72 1,062 4.72 Other credit facilities: Albuquerque Industrial Revenue Bond f 3/1/2019 100 5.63 100 5.63 Wayne County IDA Loan to Grant f 12/31/2019 32 2.00 — — Total debt 30,224 31,231 Less: current portion (2,918 ) (2,908 ) Long-term debt $ 27,306 $ 28,323 (1) Rates noted are before impact of interest rate swap. M&T Bank Credit Facilities On December 14, 2015, the Company and M&T Bank entered into the Fifth Amended and Restated Credit Facility Agreement (“Fifth Amended Credit Agreement”), which amends and restates in its entirety the Fourth Amended and Restated Credit Facility Agreement dated as of January 18, 2013, as amended (the “2013 Credit Agreement”). Borrowings under the Fifth Amended Credit Agreement are secured by, among other things, the assets of IEC and its subsidiaries. The Fifth Amended Credit Agreement prohibits the Company from paying dividends or repurchasing or redeeming its common stock without first obtaining the consent of M&T Bank. Except as described below, the terms, conditions, covenants, guarantees and collateral previously in effect under the 2013 Credit Agreement will continue substantially unchanged under the Fifth Amended Credit Agreement. Before entering into the Fifth Amended Credit Agreement, the Company and M&T Bank were performing under the terms of the Sixth Amendment to the 2013 Credit Agreement entered into on May 8, 2015 ("the Sixth Amendment"). Individual debt facilities provided under the Fifth Amended Credit Agreement, which remain mostly unchanged from the 2013 Credit Agreement, and are described below: a) Revolving Credit Facility (“Revolver”) : Up to $20 million is available through January 18, 2018 . The maximum amount the Company may borrow is determined based on a borrowing base calculation as defined in the Fifth Amended Credit Agreement as described below. b) Term Loan A : $10.0 million was borrowed on January 18, 2013. Principal is being repaid in 108 monthly installments of $93 thousand . c) Term Loan B: $14.0 million was borrowed on January 18, 2013. Principal is being repaid in 120 monthly installments of $117 thousand . d) Albuquerque Mortgage Loan : $4.0 million was borrowed on December 16, 2009. The loan is secured by real property in Albuquerque, NM, and principal is being repaid in monthly installments of $22 thousand plus a balloon payment due at maturity. e) 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 the Rochester, New York facility. Principal is being repaid in 59 monthly installments of $11 thousand plus a balloon payment due at maturity. Borrowing Base Under the Fifth Amended Credit Agreement, the maximum amount the Company can borrow under the Revolver is the lesser of (i) 85% of eligible receivables plus 35% of eligible inventories (up to a cap of $3.75 million) or (ii) $20.0 million . Prior to the Sixth Amendment to the 2013 Credit Agreement, at the Company's election, another 35% of eligible inventories could be included in the borrowing base for limited periods of time during which a higher rate of interest was charged on the Revolver. Borrowings based on inventory balances were limited to a cap of $3.75 million , or when subject to the higher percentage limit, $4.75 million . The Sixth Amendment removed the provision in the 2013 Credit Agreement that allowed for borrowing at an increased interest rate margin based on 85% of eligible receivables plus 70% of eligible inventories up to a maximum of $4.75 million . At January 1, 2016 and September 30, 2015 , the upper limit on Revolver borrowings was $18.6 million and $20.0 million , respectively. Average available balances on the Revolver amounted to $7.8 million during the three months ended January 1, 2016 . Interest Rates Under the Fifth Amended Credit Agreement, variable rate debt accrues interest at LIBOR plus the applicable marginal interest rate that fluctuates based on the Company's Debt to EBITDAS Ratio, as defined below. Under the Fifth Amended Credit Agreement the applicable marginal interest rate was fixed on December 14, 2015 as follows: 4.25% for the Revolver, 4.50% for the Albuquerque Mortgage Loan and 3.25% for the Term Loan B, until the tenth day following the date the Company delivers its quarterly covenant calculation for the first quarter of fiscal 2016. Subsequent to this date, for the variable rate debt, the interest rate is LIBOR plus the applicable margin interest rate that is based on the Company's Debt to EBITDAS Ratio, as defined below. Changes to applicable margins and unused fees resulting from the Debt to EBITDAS Ratio generally become effective mid-way through the subsequent quarter. Prior to December 14, 2015, the Sixth Amendment fixed each facility’s applicable margin through March 31, 2016 as follows: 4.25% for the Revolver, 4.50% for the Albuquerque Mortgage Loan and 3.25% for the Term Loan B. The applicable unused line fee of 0.50% also was extended through March 31, 2016, and thereafter if the Company is not in compliance with its financial covenants. The Company incurs quarterly unused commitment fees ranging from 0.125% to 0.500% of the excess of $20.0 million over average borrowings under the Revolver. Fees incurred amounted to $8.7 thousand and $18.0 thousand during the three months ended January 1, 2016 and December 26, 2014 , respectively. The fee percentage varies based on the Company's Debt to EBITDAS Ratio, as defined below. Interest Rate Swap In connection with the 2013 Credit Agreement, on January 18, 2013, the Company and M&T Bank entered into an interest rate swap arrangement (“Swap Transaction”). The Swap Transaction is for a notional amount of $14.0 million with an effective date of February 1, 2013 and a termination date of February 1, 2023. The Swap Transaction is designed to reduce the variability of future interest payments with respect to Term Loan B by effectively fixing the annual interest rate payable on the loan’s outstanding principal. Pursuant to the Swap Transaction, the Company’s one month LIBOR rate is swapped for a fixed rate of 1.32% . When the swap fixed rate is added to the Term Loan B spread of 3.25% , the Company’s interest rate applicable to Term Loan B is effectively fixed at 4.57% . Financial Covenants The Fifth Amended Credit Agreement also contains various affirmative and negative covenants including financial covenants. The Company is required to maintain (i) a minimum level of quarterly EBITDAS ("Quarterly EBITDAS"), (ii) a ratio of total debt to twelve month EBITDAS (“Debt to EBITDAS Ratio”) that is below a specified limit, (iii) a minimum fixed charge coverage ratio (“Fixed Charge Coverage Ratio”), (iv) a maximum level of inventory (“Maximum Inventory”), and (v) a maximum amount of capital expenditures (“Maximum Capital Expenditures”). The Debt to EBITDAS Ratio is the ratio of debt to earnings before interest, taxes, depreciation, amortization and non-cash stock compensation expense. The Fixed Charge Coverage Ratio compares (i) 12 month EBITDA plus non-cash stock compensation expense minus unfinanced capital expenditures minus taxes paid, to (ii) the sum of interest expense, principal payments and dividends, if any (fixed charges). The Maximum Inventory covenant allows for specific levels of inventory as defined by the agreement. The Maximum Capital Expenditures covenants allow for a maximum amount of capital expenditures on an annual basis. Covenant Ratios in effect at January 1, 2016 , pursuant to the Fifth Amended Credit Agreement, are as follows: Debt to EBITDAS Ratio: 6/26/15 through and including 9/30/15 < 5.75 to 1.00 10/01/15 through and including 1/01/16 < 5.10 to 1.00 1/02/16 through and including 4/01/16 < 3.95 to 1.00 4/02/16 through and including 7/01/16 < 3.65 to 1.00 7/02/16 through and including 9/30/16 < 3.10 to 1.00 Thereafter < 3.10 to 1.00 Minimum Quarterly EBITDAS Ratio: Fiscal Quarter ending 9/30/15 $ 1,500,000 Fiscal Quarter ending 1/01/16 1,785,000 Fiscal Quarter ending 4/01/16 1,900,000 Fiscal Quarter ending 7/01/16 1,800,000 Fiscal Quarter ending 9/30/16 2,190,000 Thereafter 2,190,000 Fixed Charge Coverage Ratio: 6/26/15 through and including 9/30/15 > 0.45 to 1.00 10/01/15 through and including 1/01/16 > 0.75 to 1.00 1/02/16 through and including 4/01/16 > 1.00 to 1.00 4/02/16 through and including 7/01/16 > 1.10 to 1.00 7/2/16 and thereafter > 1.25 to 1.00 Maximum Inventory: As of January 1, 2016 $ 30,000,000 As of April 1, 2016 29,000,000 As of July 1, 2016 28,000,000 As of September 30, 2016 27,000,000 As of December 30, 2016 26,000,000 As of the end of the Fiscal Quarter ending March 31, 2017 25,000,000 As of the end of each Fiscal Quarter thereafter 25,000,000 Maximum Capital Expenditures $ 3,500,000 Pursuant to the Sixth Amendment, M&T agreed to (i) modify the financial covenants related to Quarterly EBITDARS, the Debt to EBITDARS Ratio and the Fixed Coverage Charge Ratio and (ii) waive events of default arising from the Company’s non-compliance with these covenants during the fiscal quarters ended December 26, 2014 and March 27, 2015. Quarterly EBITDARS is the quarterly measurement of earnings before interest, taxes, depreciation, amortization, rent expense and non-cash stock compensation expense. The Debt to EBITDARS Ratio is the ratio of debt to earnings before interest, taxes, depreciation, amortization, rent expense and non-cash stock compensation expense. The Fixed Charge Coverage Ratio compares (i) 12 month EBITDA plus non-cash stock compensation expense minus unfinanced capital expenditures minus cash taxes paid, to (ii) the sum of interest expense, principal payments, sale-leaseback payments and dividends, if any (fixed charges). The Sixth Amendment also amended the definition of EBITDARS under the 2013 Credit Agreement to add back a maximum amount of professional services fees and expenses incurred and paid or to be paid prior to September 30, 2015. EBITDARS as amended and restated means, for the applicable period, earnings before interest, taxes, depreciation, amortization, plus (i) payments due under the M&T sale-leaseback arrangement, (ii) non-cash stock option expense and (iii) professional services fees and expenses incurred and paid or to be paid prior to September 30, 2015, up to a maximum of (a) for the fiscal quarter ended December 26, 2014, $235,112, (b) for the fiscal quarter ending March 27, 2015, $2,652,659, (c) for the fiscal quarter ending June 26, 2015, $200,000 plus costs incurred and paid by the Company during such fiscal quarter in connection with mortgages, environmental site assessments, title insurance and appraisals and (d) for the fiscal quarter ending September 30, 2015, $200,000 plus costs incurred and paid by the Company during such fiscal quarter, all on a consolidated basis and determined in accordance with GAAP on a consistent basis. The Sixth Amendment also modified the Quarterly EBITDARS covenant to be equal to or greater than $1.25 million for the fiscal quarter ending June 26, 2015, and $1.5 million for each fiscal quarter thereafter. A summary of financial covenant compliance follows: Quarterly EBITDAS Debt to EBITDAS Ratio Fixed Charge Coverage Ratio Maximum Inventory Maximum Capital Expenditures Fiscal Quarters First 2016 Compliant Compliant Compliant Compliant Measured Annually Fourth 2015 Compliant Compliant Compliant Not Applicable Not Applicable Third 2015 (1) Compliant Compliant Compliant Not Applicable Not Applicable Second 2015 (1) Waived Waived Waived Not Applicable Not Applicable First 2015 (1) Waived Waived Waived Not Applicable Not Applicable (1) The Company was subject to the 2013 Credit Agreement during these periods. As a result of the 2014 Restatements as described in Note 1—Our Business and Summary of Significant Accounting Policies , the Company was in default of the Credit Agreement for failure to deliver financial statements prepared in accordance with GAAP. The Company received a waiver from M&T regarding this event of default. Other Borrowings a) Albuquerque Industrial Revenue Bond : When IEC acquired Albuquerque, the Company assumed responsibility for a $100 thousand Industrial Revenue Bond issued by the City of Albuquerque. Interest on the bond is paid semiannually, and principal is due in its entirety at maturity. b) Wayne County IDA Loan to Grant : The Company entered into an agreement with Wayne County, NY to receive grant funds while meeting employment targets. As these employment targets were not met, $32 thousand of the grant is presented as a loan payable. Principal is being repaid in 36 monthly installments of $917 . Events of Default In addition to the items discussed above, the Fifth Amended Credit Agreement includes the following two events of default: a) The levying of a penalty or fee (other than routine fees consistent with those historically incurred by the Company in the ordinary course of its business) by the Securities and Exchange Commission against the Company in excess of $400,000, individually or in the aggregate. b) Legal fees incurred by the Company associated with a Securities and Exchange Commission investigation of the Company in excess of $250,000 in any fiscal year, net of any amounts reimbursed to the Company by any insurer during such fiscal year. There were no events of default for the three months ended January 1, 2016 . Contractual Principal Payments A summary of contractual principal payments under IEC's borrowings for the next five years taking into consideration the 2013 Credit Agreement follows: Debt Repayment Schedule Contractual (in thousands) Twelve months ended December, 2016 $ 2,918 2017 2,918 2018 (1) 17,261 2019 2,611 2020 and thereafter 4,516 $ 30,224 (1) Includes Revolver balance of $12.1 million at January 1, 2016 |