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: April 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 April 28, 2016 disclosing material non-public information regarding its results of operations for the second quarter ended March 31, 2016.

In the April 28, 2016 earnings release, the Company directs readers to a page of its website to access an investor communication entitled “FY16 Q2 FieldReport,” which is furnished hereto as Exhibit 99.2. The FY16 Q2 FieldReport consists of a slide presentation and a related embedded audio recording of remarks by Cheryl P. Beranek, the Company’s President and Chief Executive Officer, and Daniel R. Herzog, the Company’s Chief Financial Officer, discussing the second quarter ended March 31, 2016 results, as well as the business and prospects of the Company.

Item 8.01 Other Events.

As described above, the Company made the FY16 Q2 FieldReport, furnished hereto as Exhibit 99.2, available on its website on April 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 April 28, 2016.
99.2	FY16 Q2 FieldReport – Presentation dated April 28, 2016 and Transcript of Remarks of Cheryl P. 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: April 28, 2016

EX-99.1

EXHIBIT 99.1

Clearfield Reports Fiscal Second Quarter 2016 Results

MINNEAPOLIS, April 28, 2016 (GLOBE NEWSWIRE) -- Clearfield, Inc. (NASDAQ:CLFD), the specialist in fiber management and connectivity platforms for communication service providers, reported results for the fiscal second quarter ended March 31, 2016.

Fiscal Q2 2016 Financial Summary
(in millions except per share data and percentages)	Q2 2016			vs. Q2 2015			Change			Change (%)
Revenue	$	16.9		$	12.4		$	4.5			37	%
Gross Profit	$	7.3		$	4.8		$	2.5			53	%
Gross Margin		43.0	%		38.4	%		4.6	%		12	%
Pre-Tax Income	$	2.2		$	0.5		$	1.7			347	%
Income Tax Expense	$	0.7		$	0.2		$	0.5			272	%
Net Income	$	1.4		$	0.3		$	1.1			398	%
Net Income per Diluted Share	$	0.11		$	0.02		$	0.09			450	%
Fiscal Q2 YTD 2016 Financial Summary
(in millions except per share data and percentages)	2016 YTD			vs. 2015 YTD			Change			Change (%)
Revenue	$	32.6		$	26.4		$	6.2			24	%
Gross Profit	$	14.0		$	10.5		$	3.5			33	%
Gross Margin		42.8	%		39.8	%		3.0	%		7	%
Pre-Tax Income	$	4.2		$	2.1		$	2.1			97	%
Income Tax Expense	$	1.4		$	0.8		$	0.6			78	%
Net Income	$	2.8		$	1.4		$	1.4			108	%
Net Income per Diluted Share	$	0.21		$	0.10		$	0.11			110	%

Fiscal Q2 2016 Financial Results

Revenue for the second quarter of fiscal 2016 increased 37% to $16.9 million from $12.4 million in the same year-ago quarter. The improvement was primarily due to increased deployments by the company’s wireless, wireline and cable TV customers. The revenue increase was also due to new business generated from expanded sales distribution channels, which was partially offset by lower international sales.

Gross profit increased 53% to $7.3 million, or 43.0% of revenue, from $4.8 million, or 38.4% of revenue, in the second fiscal quarter of 2015. The increase in gross profit and gross margin for the quarter was due to increased volume over the prior quarter, as well as a higher percentage of sales associated with optical component technologies, which typically have higher margins.

Operating expenses were $5.1 million, an increase of 20% compared to $4.3 million in the same year-ago quarter. The increase was due to additional personnel supporting sales and operational expansion.

Pre-tax income increased 347% to $2.2 million from $0.5 million in the same year-ago quarter. 

Net income increased 398% to $1.4 million or $0.11 per diluted share from $0.3 million or $0.02 per diluted share in the same year-ago quarter.

During the quarter ended March 31, 2016, cash, cash equivalents and investments increased 1% to $36.7 million from $36.2 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 March 31, 2016 increased 143% to $8.2 million from $3.4 million at December 31, 2015, and increased 156% from $3.2 million compared to March 31, 2015.

Fiscal Six Month 2016 Financial Results
Revenue increased 24% to $32.6 million for the six month period ending March 31, 2016 from $26.4 million during the same period in fiscal 2015.

Gross profit was $14.0 million, or 42.8% of revenue, for the six month period ending March 31, 2016, an increase of 33% from $10.5 million, 39.8% of revenue, during the same period in fiscal 2015.

Operating expenses increased 17% to $9.8 million for the six month period ending March 31, 2016 from $8.4 during the same period in fiscal 2015.

Pre-tax income totaled $4.2 million for the six month period ending March 31, 2016 compared to $2.1 million during the same period in fiscal 2015.

Net income totaled $2.8 million or $0.21 per diluted share for the six month period ending March 31, 2016, an increase of 108% from $1.4 million or $0.10 per diluted share during the same period in fiscal 2015.

Management Commentary
“Building on the strong momentum we established in the fiscal first quarter, Q2 marked another pivotal period in our company’s history,” said Clearfield CEO, Cheri Beranek. “Apart from our continued success in solidifying our market share in the wireline fiber-to-the-home community, sales and backlog booked demonstrate our penetration of the wireless and cable (MSO) markets.

“Over the last six months, we have taken significant strides toward achieving the key growth initiatives we laid out in the beginning of fiscal 2016. We have bolstered our presence at large service providers through the expansion of our management team and testing investments. Concurrent with our standard third-party Telcordia testing, which we have discussed previously, we were invited by a Tier 1 group to build an in-house test facility. This investment, while under the supervision of Telcordia, will allow us to rapidly respond to customer test requests on a broader product suite. In addition, we recently hired a regional sales manager for the Mexican market, enriching our international sales resources with a focus on expanding our customer base and orders pipeline.

“These achievements have largely translated into the positive financial results we generated during the quarter and first half of fiscal 2016. Revenue and gross profit both saw a healthy increase from where they were a year ago, demonstrating how our unique business model is built to scale. Gross margins, as well, were better than we anticipated, indicating the growing demand for our optical components packaging business. We believe this key area of our business will enable us to retain existing customers, as well as secure new ones who rely on Clearfield’s expertise in packaging and pre-connecting these optical components for demanding environments.

“At this time, we believe it is appropriate to raise our previous revenue guidance of 10%+ to a 15%+ growth rate for the full year. As we demonstrate Clearfield’s reach as a “Fiber Anywhere” provider, we believe that our success in the wireline, wireless, and cable TV market will enable us to achieve an approximate growth rate of 15% for the second half of 2016. Due to the project nature of our business as well as industry catalysts beyond our control, we are maintaining our current guidance for fiscal 2017 revenue growth of 15%+, but will continue to monitor our long-term opportunities.

“Overall, we are encouraged by our financial performance and operational progress thus far, but by no means are we resting on our laurels. Significant opportunities to enhance our business are constantly on the rise and we are taking proactive steps to best take advantage of them.”

FieldReport
Clearfield issued its FieldReport for fiscal Q2 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				Six Months Ended
	March 31				March 31
	2016		2015		2016		2015
Revenues	$	16,947,187	$	12,370,784	$	32,636,902	$	26,357,404
Cost of sales		9,666,738		7,617,347		18,679,657		15,861,453
Gross profit		7,280,449		4,753,437		13,957,245		10,495,951
Operating expenses
Selling, general and administrative		5,136,952		4,289,304		9,833,967		8,415,301
Income from operations		2,143,497		464,133		4,123,278		2,080,650
Interest income		39,169		24,528		72,708		50,384
Income before income taxes		2,182,666		488,661		4,195,986		2,131,034
Income tax expense		744,000		200,000		1,374,000		773,000
Net income	$	1,438,666	$	288,661	$	2,821,986	$	1,358,034
Net income per share:
Basic	$	0.11	$	0.02	$	0.21	$	0.10
Diluted	$	0.11	$	0.02	$	0.21	$	0.10
Weighted average shares outstanding:
Basic		13,309,181		13,191,234		13,298,874		13,206,877
Diluted		13,581,810		13,546,572		13,578,430		13,564,173

CLEARFIELD, INC.
CONDENSED BALANCED SHEETS
	(Unaudited) March 31, 2016			(Audited) September 30, 2015
Assets
Current Assets
Cash and cash equivalents	$	20,550,592		$	18,071,210
Short-term investments		8,394,075			7,925,000
Accounts receivable, net		7,854,107			6,010,900
Inventories		8,102,529			7,182,854
Other current assets		582,186			1,563,665
Total current assets		45,483,489			40,753,629
Property, plant and equipment, net		5,377,459			5,689,673
Other Assets
Long-term investments		7,783,000			8,290,000
Goodwill		2,570,511			2,570,511
Other		350,793			323,804
Total other assets		10,704,304			11,184,315
Total Assets	$	61,565,252		$	57,627,617
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	3,155,222		$	2,357,791
Accrued compensation		2,533,939			2,598,661
Accrued expenses		53,153			80,803
Total current liabilities		5,742,314			5,037,255
Other Liabilities
Deferred taxes – long-term		436,988			1,082,887
Deferred rent		237,874			228,345
Total other liabilities		674,862			1,311,232
Total Liabilities		6,417,176			6,348,487
Commitment and contingencies
Shareholders’ Equity
Common stock		137,306			137,057
Additional paid-in capital		56,934,561			55,887,850
Accumulated deficit		(1,923,791	)		(4,745,777	)
Total Shareholders’ Equity		55,148,076			51,279,130
Total Liabilities and Shareholders’ Equity	$	61,565,252		$	57,627,617

CLEARFIELD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
	Six Months Ended March 31,			Six Months Ended March 31,
	2016			2015
Cash flows from operating activities:
Net income	$	2,821,986		$	1,358,034
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		706,176			545,782
Deferred income taxes		501,000			712,000
Loss (gain) on disposal of assets		1,390			(13,290	)
Stock-based compensation expense		473,193			564,466
Tax benefit from stock-based awards		(741,000	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		(1,843,207	)		272,089
Inventories		(919,675	)		226,121
Other current assets		(166,124	)		(363,352	)
Accounts payable and accrued expenses		1,455,588			(386,692	)
Net cash provided by operating activities		2,289,327			2,915,158
Cash flows from investing activities:
Purchases of property, plant and equipment and intangible assets		(421,637	)		(3,328,579	)
Purchase of investments		(3,820,075	)		(4,168,000	)
Proceeds from maturities of investments		3,858,000			4,166,000
Net cash used in investing activities		(383,712	)		(3,330,579	)
Cash flows from financing activities:
Tax benefit from stock-based awards		741,000			-
Repurchase of common stock		(333,761	)		(849,157	)
Proceeds from issuance of common stock under employee stock purchase plan		118,013			105,615
Proceeds from issuance of common stock		84,738			28,967
Tax withholding related to vesting of restricted stock grants and exercise of stock options		(36,223	)		-
Net cash provided by (used in) financing activities		573,767			(714,575	)
Increase (decrease) in cash and cash equivalents		2,479,382			(1,129,996	)
Cash and cash equivalents at beginning of period		18,071,210			18,191,493
Cash and cash equivalents at end of period	$	20,550,592		$	17,061,497
Supplemental cash flow information
Cash paid during the year for income taxes	$	83,884		$	4,750
Non-cash financing activities
Cashless exercise of stock options	$	234,460		$	80,802

Investor Relations Contact:

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

EX-99.2

Exhibit 99.2