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 (Date of earliest event Reported): July 26, 2018  

CLEARFIELD, INC.
(Exact Name of Registrant as Specified in Charter)

Minnesota	0-16106	41-1347235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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:
	[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. [   ]

Items under Sections 1 and 3 through 8 are not applicable and therefore omitted.

Item 2.02. Results of Operations and Financial Condition.

On July 26, 2018, Clearfield, Inc. (the “Company”) issued a press release announcing the results of its third quarter and nine months ended June 30, 2018.  A copy of that press release is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference.  Also furnished hereto as Exhibit 99.2 is the slide presentation to be used by Cheryl Beranek, the Company’s President and Chief Executive Officer, and Daniel Herzog, the Company’s Chief Financial Officer, during the live webcast of a telephone conference relating to the third quarter and nine months ended June 30, 2018 results.

Item 9.01. Financial Statements and Exhibits.

(c) The following exhibits are being furnished herewith:

99.1     Press release dated July 26, 2018

99.2     Presentation for July 26, 2018 Live Webcast of Telephone Conference

SIGNATURE

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.
Date: July 26, 2018	By:	/s/ Cheryl Beranek
		Cheryl Beranek
		Chief Executive Officer

EX-99.1 2 exh_991.htm PRESS RELEASE

EXHIBIT 99.1

Clearfield Reports Fiscal Third Quarter 2018 Results

Near-Record Revenues of $21.5 million, Up 10% Year-Over-Year;  Net Income More than Doubled for the Quarter

MINNEAPOLIS, July 26, 2018 (GLOBE NEWSWIRE) -- Clearfield, Inc. (NASDAQ:CLFD), the specialist in fiber management for communications providers, reported results for the fiscal third quarter ended June 30, 2018.

Fiscal Q3 2018 Financial Summary
(in millions except per share data and percentages)	Q3 2018			vs. Q3 2017			Change			Change (%)
Revenue	$	21.5		$	19.6		$	1.9		10	%
Gross Profit ($)	$	8.5		$	7.9		$	0.6		7	%
Gross Profit (%)		39.5	%		40.5	%		-1.0	%	-2	%
Income from Operations	$	2.4		$	1.3		$	1.1		82	%
Income Tax Expense	$	0.8		$	0.6		$	0.2		29	%
Net Income	$	1.8		$	0.8		$	1.0		118	%
Net Income per Diluted Share	$	0.13		$	0.06		$	0.07		117	%
Fiscal Q3 YTD 2018 Financial Summary
(in millions except per share data and percentages)	2018 YTD			vs. 2017 YTD			Change			Change (%)
Revenue	$	55.2		$	55.5		$	(0.3	)	-1	%
Gross Profit ($)	$	22.4		$	22.6		$	(0.2	)	-1	%
Gross Profit (%)		40.6	%		40.7	%		-0.1	%	0	%
Income from Operations	$	2.5		$	3.8		$	(1.3	)	-33	%
Income Tax Expense	$	0.5		$	1.4		$	(0.9	)	-67	%
Net Income	$	2.4		$	2.6		$	(0.2	)	-8	%
Net Income per Diluted Share	$	0.18		$	0.19		$	(0.01	)	-5	%

Management Commentary
“As expected, the fiscal third quarter represented a significant improvement from the previous quarter, largely due to the increased sales related to the summer build season,” said Clearfield CEO, Cheri Beranek. “We returned to revenue growth in the quarter with total revenue of $21.5 million for the quarter ended June 30, 2018, up 10% compared to the same period last year. Growth was driven by our new powered cabinet line as well as the resurgence of our cable TV and international markets, along with continued strength of our wireline market.

“Revenue in the cable TV market was up nearly 50% year-over-year and more than doubled on a sequential basis, as we took advantage of the market’s increasing appetite for fiber-deep deployments. The trends in this market appear positive, and we are cautiously optimistic that we’ll be able to continue introducing our FieldShield technology into the marketplace and making it easier for our customers to reap considerable labor cost savings and higher returns on investment.

“On the Tier 1 front, revenues improved to be largely consistent with the same period last year.  Revenues from our traditional products increased at all customers in this market segment.  While we believe it is still too early to gauge how this market will shape up in the coming quarters, we are gaining confidence by the fact that FieldShield fiber drop technology is being used in an increasing number of communities for the connection of residential as well as business class customers. Moreover, revenues resulting from the acquisition of our powered cabinet line contributed to our presence in this market segment.

“Revenue from our community broadband market, which consists predominantly of core Tier 3 and municipal-based service providers, was up 12% year-over-year and up more than 20% on a sequential basis, demonstrating our increasing dominance in this space.

“Coupled with our lower operating expenses for the quarter, our healthy topline growth resulted in income from operations increasing 82% and net income and earnings per share more than doubling for the third quarter as compared to the fiscal third quarter of 2017. We expect the fiscal fourth quarter of 2018 to continue this strong performance.  As we look to next fiscal year, we are evaluating the potential impact of the import tariffs that were recently enacted on our operating expense profile.  While we are confident in our supply chain as well as our domestic and Mexican-based manufacturing operations, we recognize that there is uncertainty relating to potential cost increases related to these actions.

“The acquisition of the powered cabinet portfolio accelerates our development of our fiber to anywhere product strategy and is a key element of our future growth strategy. With the strong backlog we had entering the fourth quarter and the early quarter bookings to date, we are confident in achieving our revenue guidance of $74 to $76 million for fiscal 2018.”

Financial Results for the Quarter Ended June 30
Revenue for the third quarter of fiscal 2018 increased 10% to a near-record of $21.5 million from $19.6 million in the same year-ago quarter. Revenues from our traditional product categories were in line with last year’s revenue for the quarter while revenues from the acquisition of our powered cabinet line were approximately $2 million for the quarter.

Gross profit increased 7% to $8.5 million, or 39.5% of revenue, from $7.9 million, or 40.5% of revenue, in the third fiscal quarter of 2017. The increase in gross profit was due to increased volume. The decrease in gross profit percent was primarily due to the integration of the Company’s acquired powered cabinet line into its manufacturing processes as well as a higher percentage of sales associated with these products, which have lower gross margins.

Operating expenses were $6.1 million, a decrease of 8% compared to $6.6 million in the same year-ago quarter. The decrease was primarily due to an impairment of long-lived assets that occurred during the third quarter of fiscal 2017 along with a reduction of expenses due to the settlement of the patent infringement litigation that occurred during the second quarter of fiscal 2018.

Income from operations increased 82% to $2.4 million for the third quarter of fiscal 2018 from $1.3 million in the same year-ago quarter. Income tax expense increased 29% to $766,000 for the third quarter of fiscal 2018 from $593,000 in the same year-ago quarter. Net income increased 118% to $1.8 million for the third quarter of fiscal 2018, or $0.13 per diluted share, from $803,000, or $0.06 per diluted share, in the same year-ago quarter.

During the quarter, the Company repurchased 100,133 shares under its stock repurchase program, utilizing $1.1 million in cash. At quarter-end, cash, cash equivalents and investments increased $400,000 to $36.0 million when compared to the end of the prior quarter. The Company had no debt.

Order backlog (defined as purchase orders received but not yet fulfilled) at June 30, 2018 increased 14% to $5.6 million from $4.9 million at March 31, 2018, and increased 27% from $4.4 million at June 30, 2017.

Financial Results for the Nine Months Ended June 30
Revenue for the nine months ended June 30, 2018 was $55.2 million, roughly consistent to the $55.5 million recorded in the same period of fiscal 2017.

Gross profit for the nine months ended June 30, 2018 was $22.4 million (40.6% of revenue), also roughly consistent to the $22.6 million (40.7% of revenue) recorded during the same period in fiscal 2017.

Operating expenses increased 6% to $19.9 million for the nine months ended June 30, 2018 from $18.8 million during the same period in fiscal 2017.

Income from operations totaled $2.5 million, or 4.6% of revenue, for the nine months ended June 30, 2018 compared to $3.8 million, or 6.8% of revenue, during the same period in fiscal 2017.

Income tax expense decreased 67% to $462,000 for the nine months ended June 30, 2018 from $1.4 million during the same period in fiscal 2017. Net income totaled $2.4 million, or $0.18 per diluted share, for the nine months ended June 30, 2018, a decrease of 8% from $2.6 million, or $0.19 per diluted share, during the same period in fiscal 2017.

Conference Call
Clearfield management will hold a conference call today, July 26, 2018 at 5:00 p.m. Eastern Daylight Time (4:00 p.m. Central Daylight Time) to discuss these results and provide an update on business conditions.

Clearfield’s President and CEO Cheri Beranek and CFO Dan Herzog will host the presentation, followed by a question and answer period.

Date: Thursday, July 26, 2018
Time: 5:00 p.m. Eastern time (4:00 p.m. Central time)
U.S. dial-in: 1-855-327-6837
International dial-in: 1-631-891-4304

The conference call will be webcast live and available for replay here. 

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios at 1-949-574-3860.

A replay of the call will be available after 8:00 p.m. Eastern time on the same day through August 9, 2018.

U.S. replay dial-in: 1-844-512-2921
International replay dial-in: 1-412-317-6671
Replay ID: 10005219

About Clearfield, Inc.
Clearfield, Inc. (NASDAQ:CLFD) designs, manufactures and distributes fiber optic management, protection and delivery products for communications networks. Our “fiber to anywhere” platform serves the unique requirements of leading incumbent local exchange carriers (traditional carriers), competitive local exchange carriers (alternative carriers), and MSO/cable TV companies, while also catering to the broadband needs of the utility/municipality, enterprise, data center and military markets. 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 any related presentation or 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, integration of the acquired powered cabinet line, trends in and growth of the FTTx markets, 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: 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; to compete effectively, we must continually improve existing products and introduce new products that achieve market acceptance; we must successfully integrate the acquired powered cabinet line in order to obtain the anticipated financial results and customer synergies within the timeframes expected; 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; our success depends upon adequate protection of our patent and intellectual property rights; intense competition in our industry may result in price reductions, lower gross profits and loss of market share; 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; 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 or significant decline in business with these major customers  would adversely affect us; our planned implementation of information technology systems could result in significant disruptions to our operations; product defects or the failure of our products to meet specifications could cause us to lose customers and sales or to incur unexpected expenses; we are dependent upon key personnel; we face risks associated with expanding our sales outside of the United States; our results of operations could be adversely affected by economic conditions and the effects of these conditions on our customers’ businesses; 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, 2017 as well as other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements to reflect actual events.

Investor Relations Contact:

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

CLEARFIELD, INC.
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED

	Three Months Ended				Nine Months Ended
	June 30				June 30
	2018		2017		2018		2017
Revenues	$	21,480,590	$	19,611,297	$	55,178,369	$	55,529,230
Cost of sales		12,988,545		11,674,047		32,798,083		32,940,446
Gross profit		8,492,045		7,937,250		22,380,286		22,588,784
Operating expenses
Selling, general and administrative		6,087,362		6,614,693		19,856,922		18,794,395
Income from operations		2,404,683		1,322,557		2,523,364		3,794,389
Interest income		116,549		73,759		331,650		186,378
Income before income taxes		2,521,232		1,396,316		2,855,014		3,980,767
Income tax expense		766,000		593,000		462,000		1,393,000
Net income	$	1,755,232	$	803,316	$	2,393,014	$	2,587,767
Net income per share:
Basic	$	0.13	$	0.06	$	0.18	$	0.19
Diluted	$	0.13	$	0.06	$	0.18	$	0.19
Weighted average shares outstanding:
Basic		13,430,503		13,522,755		13,441,619		13,559,704
Diluted		13,430,503		13,598,582		13,473,123		13,730,945
*Certain comparative figures have been reclassified to conform to the current period’s presentation.  These reclassifications did not affect the prior periods’ net income, shareholders’ equity, or cash flows.

CLEARFIELD, INC.
CONDENSED BALANCED SHEETS

		(Unaudited) June 30, 2018		(Audited) September 30, 2017
Assets
Current Assets
Cash and cash equivalents	$	9,287,640	$	18,536,111
Short-term investments		8,486,225		5,937,150
Accounts receivable, net		9,651,516		7,237,641
Inventories, net		9,688,052		8,453,567
Other current assets		698,448		978,933
Total current assets		37,811,881		41,143,402
Property, plant and equipment, net		4,907,410		5,434,172
Other Assets
Long-term investments		18,226,000		19,816,000
Goodwill		4,708,511		2,570,511
Intangible assets, net		5,549,320		284,787
Other		241,009		245,165
Total other assets		28,724,840		22,916,463
Total Assets	$	71,444,131	$	69,494,037
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	2,016,413	$	1,739,791
Accrued compensation		1,632,693		2,410,026
Accrued expenses		456,999		93,304
Total current liabilities		4,106,105		4,243,121
Other Liabilities
Deferred taxes – long-term		60,076		444,076
Deferred rent		272,419		281,720
Total other liabilities		332,495		725,796
Total Liabilities		4,438,600		4,968,917
Commitment and contingencies
Shareholders’ Equity
Common stock		136,939		138,128
Additional paid-in capital		55,495,474		55,406,888
Retained earnings		11,373,118		8,980,104
Total Shareholders’ Equity		67,005,531		64,525,120
Total Liabilities and Shareholders’ Equity	$	71,444,131	$	69,494,037

CLEARFIELD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED

		Nine Months Ended			Nine Months Ended
		June 30, 2018			June 30, 2017
Cash flows from operating activities:
Net income	$	2,393,014		$	2,587,767
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		1,546,661			1,205,769
Impairment of long-lived assets		-			643,604
Deferred income taxes		(384,000	)		-
Gain on disposal of assets		(20,358	)		(5,100	)
Stock-based compensation expense		1,488,304			1,774,330
Changes in operating assets and liabilities, net of business acquisition:
Accounts receivable		(2,413,875	)		(53,619	)
Inventories		1,546,081			(965,458	)
Other current assets		289,305			324,206
Accounts payable, accrued expenses, and deferred rent		(146,317	)		(2,989,849	)
Net cash provided by operating activities		4,298,815			2,521,650
Cash flows from investing activities:
Business acquisition		(10,350,000	)		-
Purchases of property, plant and equipment and intangible assets		(920,356	)		(1,631,127	)
Proceeds from sale of property, plant and equipment		83,052			5,100
Purchase of investments		(5,403,075	)		(13,279,075	)
Proceeds from maturities of investments		4,444,000			6,619,000
Net cash used in investing activities		(12,146,379	)		(8,286,102	)
Cash flows from financing activities:
Repurchases of common stock		(1,371,414	)		(2,403,062	)
Proceeds from issuance of common stock under employee stock purchase plan		297,860			334,692
Proceeds from issuance of common stock		21,174			28,718
Tax withholding related to vesting of restricted stock grants and exercise of stock options		(348,527	)		(462,120	)
Net cash used in financing activities		(1,400,907	)		(2,501,772	)
Decrease in cash and cash equivalents		(9,248,471	)		(8,266,224	)
Cash and cash equivalents at beginning of period		18,536,111			28,014,321
Cash and cash equivalents at end of period	$	9,287,640		$	19,748,097
Supplemental cash flow information
Cash paid during the year for income taxes	$	48,987		$	893,483
Non-cash financing activities
Cashless exercise of stock options	$	5,782		$	34,268

EX-99.1

EdgarFiling

EX-99.2

EXHIBIT 99.2