8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: January 28, 2016

(Date of earliest event reported)

CLEARFIELD, INC.

(Exact Name of Registrant as Specified in Charter)

Minnesota	000-16106	41-1347235
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

7050 Winnetka Avenue North, Suite 100, Brooklyn Park, Minnesota 55428

(Address of Principal Executive Offices)(Zip Code)

(763) 476-6866

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

______________________________________________________________________________
Items under Sections 1 and 3 through 7 are not applicable and therefore omitted.

Item 2.02 Results of Operations and Financial Condition.

Clearfield, Inc. (the “Company”) hereby furnishes as Exhibit 99.1 a press release issued on January 28, 2016 disclosing material non-public information regarding its results of operations for the first quarter ended December 31, 2015.

In the January 28, 2016 earnings release, the Company directs readers to a page of its website to access an investor communication entitled “FY16 Q1 FieldReport,” which is furnished hereto as Exhibit 99.2. The FY16 Q1 FieldReport consists of a slide presentation and a related embedded audio recording of remarks by Cheryl Beranek, the Company’s President and Chief Executive Officer, and Daniel Herzog, the Company’s Chief Financial Officer, discussing the first quarter ended December 31, 2015 results, as well as the business and prospects of the Company.

Item 8.01 Other Events.

As described above, the Company made the FY16 Q1 FieldReport, furnished hereto as Exhibit 99.2, available on its website on January 28, 2016. The Company is not including the information on its website as a part of, or incorporating it by reference into, this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release Issued by Clearfield, Inc. on January 28, 2016.
99.2	FY16 Q1 FieldReport – Presentation dated January 28, 2016 and Transcript of Remarks of Cheryl Beranek, President and Chief Executive Officer, and Daniel Herzog, Chief Financial Officer, of Clearfield, Inc.

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 hereunto duly authorized.

	CLEARFIELD, INC.
By	/s/ Daniel Herzog
	Daniel Herzog, Chief Financial Officer

Dated: January 28, 2016

EX-99.1

EXHIBIT 99.1

Clearfield Reports Fiscal First Quarter 2016 Results

MINNEAPOLIS, Jan. 28, 2016 (GLOBE NEWSWIRE) -- Clearfield, Inc. (NASDAQ:CLFD), the specialist in fiber management and connectivity platforms for communications providers, reported results for the fiscal first quarter ended December 31, 2015.

Fiscal Q1 2016 Financial Summary
(in millions except per share data and percentages)	Q1 2016			vs. Q1 2015			Change			Change (%)
Revenue	$	15.7		$	14.0		$	1.7			12	%
Gross Profit	$	6.7		$	5.7		$	1.0			16	%
Gross Margin		42.6	%		41.1	%		1.5	%		4	%
Pre-Tax Income	$	2.0		$	1.6		$	0.4			23	%
Income Tax Expense	$	0.6		$	0.6		$	0.0			10	%
Net Income	$	1.4		$	1.1		$	0.3			29	%
Net Income per Diluted Share	$	0.10		$	0.08		$	0.02			25	%

Fiscal Q1 2016 Financial Results
Revenue for the first quarter of fiscal 2016 increased 12% to $15.7 million from $14.0 million in the same year-ago quarter. The improvement was primarily due to increased deployments by the Company’s incumbent local exchange carrier (ILEC) and competitive local exchange carrier (CLEC) customers. The revenue increase was partially offset by temporary project delays impacting customers outside the U.S.

Gross profit increased 16% to $6.7 million (42.6% of revenue) from $5.7 million (41.1% of revenue) in the first fiscal quarter of 2015.

Operating expenses were $4.7 million, an increase of 14% compared to $4.1 million in the same year-ago quarter.

Pre-tax income increased 23% to $2.0 million from $1.6 million in the same year-ago quarter.  

Net income increased 29% to $1.4 million or $0.10 per diluted share from $1.1 million or $0.08 per diluted share in the same year-ago quarter.

During the quarter ended December 31, 2015, cash, cash equivalents and investments increased 6% to $36.2 million from $34.3 million at the end of the prior quarter. The Company had no debt at quarter end. 

Order backlog (defined as purchase orders received but not yet fulfilled) at December 31, 2015 decreased 5% to $3.4 million from $3.5 million at September 30, 2015, and increased 37% from $2.5 million compared to December 31, 2014.

Management Commentary
“Our strong financial performance was evident in our Q1 results, which demonstrated another quarter of growth and profitability,” said Clearfield CEO, Cheri Beranek. “Revenue, gross profit and net income saw solid growth on a year-over-year basis, as we continued to penetrate the ILEC market and make steady progress on our key initiatives for fiscal 2016.

“To further these initiatives, we are judiciously increasing our capital expenditures to invest in our IT infrastructure and enterprise resource planning systems. We are also making investments to obtain necessary certifications that allow us the ‘right to hunt’ in the Tier 1 space. Additionally, we continue to strengthen our sales and marketing teams, in both executive and field positions, in order to broaden our customer outreach and increase our visibility in the marketplace, including in Tier 1, 2 and 3 ILEC communities, and with wireless service providers, cable operators and competitive carriers (CLECs). The strength of our competitive product offerings, which can reduce the total cost of ownership for a service provider by as much as 50%, gives us confidence in the future success of these efforts.

“The effect of the government broadband subsidy program, Connect America Fund Phase II, is also slowly starting to take shape throughout the industry. It has created an opportunity for Clearfield to capitalize on a major, industry-wide wave of fiber deployments, especially as service providers strive to remain technologically relevant. While the actual timing of fiber roll-outs could be delayed by factors outside of our control, we are positioning the Company for an anticipated major roll-out during the second half of our fiscal year.

“Given our fiscal Q1 results and progress on key initiatives, Clearfield remains on track for at least 10% revenue growth in fiscal 2016, with revenue growth accelerating in fiscal 2017 and beyond, and operating income growing in step with revenue.”

FieldReport
Clearfield issued its FieldReport for fiscal Q1 2016, which is available in the investor relations section of the Company’s website or by clicking here. Comprised of presentation slides with audio and video, the report provides additional insight into Clearfield’s financial and operational performance.

About Clearfield, Inc.
Clearfield, Inc. (NASDAQ:CLFD) designs, manufactures and distributes fiber optic management products for the communications networks of leading ILECS, CLECs, MSO/cable TV companies and mobile broadband providers. The Company helps service providers solve the Fiber Puzzle, which is how to reduce the high costs associated with deploying, managing, protecting and scaling a fiber optic network to deliver the mobile, residential and business services customers want. Based on the patented Clearview™ Cassette, Clearfield’s unique single-architected, modular fiber management platform is designed to lower the cost of broadband deployment and maintenance by consolidating, protecting and distributing incoming and outgoing fiber circuits, and enabling its customers to scale their operations as their subscriber revenues increase. Headquartered in Minneapolis, MN, Clearfield deploys more than a million fiber ports each year. For more information, visit www.seeclearfield.com.

Cautionary Statement Regarding Forward-Looking Information
Forward-looking statements contained herein and in the FieldReport are made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Words such as “may,”  “will,”  “expect,”  “believe,” “anticipate,” “estimate,” “outlook,” or “continue” or comparable terminology are intended to identify forward-looking statements. Such forward looking statements include, for example, statements about the Company’s future revenue and operating performance, growth of the FTTH market, effectiveness of the Company’s sales and marketing strategies and organization, utilization of manufacturing capacity, and the development and marketing of products. These statements are based upon the Company's current expectations and judgments about future developments in the Company's business. Certain important factors could have a material impact on the Company's performance, including, without limitation: our results of operations could be adversely affected now that the stimulus funds of the American Recovery and Reinvestment Act are fully allocated and projections are nearing completion; National Broadband Plan’s transitioning from the USF to the CAF program may cause our customers and prospective customers to delay or reduce purchases; a significant percentage of our sales in the last three fiscal years have been made to a small number of customers, and the loss of these major customers would adversely affect us; intense competition in our industry may result in price reductions, lower gross profits and loss of market share; our results of operations could be adversely affected by economic conditions and the effects of these conditions on our customers’ businesses; our operating results may fluctuate significantly from quarter to quarter, which may make budgeting for expenses difficult and may negatively affect the market price of our common stock; to compete effectively, we must continually improve existing products and introduce new products that achieve market acceptance; we may face circumstances in the future that will result in impairment charges, including, but not limited to, significant goodwill impairment charges; we rely on single-source suppliers, which could cause delays, increases in costs or prevent us from completing customer orders, all of which could materially harm our business; we face risks associated with expanding our sales outside of the United States; our success depends upon adequate protection of our patent and intellectual property rights; further consolidation among our customers may result in the loss of some customers and may reduce sales during the pendency of business combinations and related integration activities; we are dependent on key personnel; product defects or the failure of our products to meet specifications could cause us to lose customers and sales or to incur unexpected expenses; and other factors set forth in Part I, Item IA. Risk Factors of Clearfield's Annual Report on Form 10-K for the year ended September 30, 2015 as well as other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements to reflect actual events.

CLEARFIELD, INC.
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
	Three Months Ended
	December 31
	2015			2014
Revenues	$		15,689,715	$		13,986,620
Cost of sales			9,012,919			8,244,106
Gross profit			6,676,796			5,742,514
Operating expenses
Selling, general and administrative			4,697,015			4,125,997
Income from operations			1,979,781			1,616,517
Interest income			33,539			25,856
Income before income taxes			2,013,320			1,642,373
Income tax expense			630,000			573,000
Net income	$		1,383,320	$		1,069,373
Net income per share:
Basic		$	0.10		$	0.08
Diluted		$	0.10		$	0.08
Weighted average shares outstanding:
Basic			13,288,679			13,222,180
Diluted			13,575,162			13,581,434

CLEARFIELD, INC.
CONDENSED BALANCED SHEETS
		(Unaudited) December 31, 2015				(Audited) September 30, 2015
Assets
Current Assets
Cash and cash equivalents	$		20,699,033		$		18,071,210
Short-term investments			8,746,000				7,925,000
Accounts receivable, net			5,019,660				6,010,900
Inventories			6,943,519				7,182,854
Other current assets			556,127				1,563,665
Total current assets			41,964,339				40,753,629
Property, plant and equipment, net			5,551,700				5,689,673
Other Assets
Long-term investments			6,767,000				8,290,000
Goodwill			2,570,511				2,570,511
Other			345,481				323,804
Total other assets			9,682,992				11,184,315
Total Assets	$		57,199,031		$		57,627,617
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$		2,183,253		$		2,357,791
Accrued compensation			1,394,342				2,598,661
Accrued expenses			103,387				80,803
Total current liabilities			3,680,982				5,037,255
Other Liabilities
Deferred taxes – long-term			152,988				1,082,887
Deferred rent			233,474				228,345
Total other liabilities			386,462				1,311,232
Total Liabilities			4,067,444				6,348,487
Commitment and contingencies
Shareholders’ Equity
Common stock			137,062				137,057
Additional paid-in capital			56,356,982				55,887,850
Accumulated deficit			(3,362,457	)			(4,745,777	)
Total Shareholders’ Equity			53,131,587				51,279,130
Total Liabilities and Shareholders’ Equity	$		57,199,031		$		57,627,617

CLEARFIELD, INC.
CONDENSED STATEMENT OF CASH FLOWS
UNAUDITED
		Three Months Ended December 31,				Three Months Ended December 31,
			2015				2014
Cash flows from operating activities:
Net income	$		1,383,320		$		1,069,373
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization			348,749				229,900
Deferred income taxes			217,000				529,000
Loss on disposal of assets			1,390				-
Stock-based compensation expense			226,767				283,627
Tax benefit from stock-based awards			(348,000	)			-
Changes in operating assets and liabilities:
Accounts receivable, net			991,240				372,879
Inventories			239,335				31,187
Other current assets			(146,494	)			(222,800	)
Accounts payable and accrued expenses			(1,003,144	)			(1,219,481	)
Net cash provided by operating activities			1,910,163				1,073,685
Cash flows from investing activities:
Purchases of property, plant and equipment and intangible assets			(226,710	)			(1,764,875	)
Purchase of investments			(1,184,000	)			(1,638,000	)
Sale of investments			1,886,000				1,375,000
Net cash provided by (used in) investing activities			475,290				(2,027,875	)
Cash flows from financing activities:
Tax benefit from stock-based awards			348,000				-
Repurchase of common stock			(257,242	)			(170,170	)
Proceeds from issuance of common stock under employee stock purchase plan			118,013				105,615
Proceeds from issuance of common stock			34,990				1,276
Tax withholding related to vesting of restricted stock grants			(1,391	)			-
Net cash provided by (used in) financing activities			242,370				(63,279	)
Increase (decrease) in cash and cash equivalents			2,627,823				(1,017,469	)
Cash and cash equivalents at beginning of period			18,071,210				18,191,493
Cash and cash equivalents at end of period	$		20,699,033		$		17,174,024
Supplemental cash flow information
Cash paid during the year for income taxes	$		15,884		$		-
Non-cash financing activities
Cashless exercise of stock options	$		15,890		$		3,220

Investor Relations Contact:

Matt Glover and Najim Mostamand
Liolios Group, Inc.
949-574-3860
CLFD@liolios.com

EX-99.2

Exhibit 99.2