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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 20192020

 

[_] 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 0-16106

Clearfield, Inc.

(Exact name of Registrant as specified in its charter)

 

Minnesota41-1347235
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

 

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

(Address of principal executive offices and zip code)

 

(763) 476-6866

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueCLFDThe NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant (1) 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.

 

[X] YES       [_] NO

Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

[X] YES       [_] NO☒ Yes 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 in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [_] Accelerated filer [X] Non-accelerated filer [_]

 

Smaller reporting company [X] 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       [X] NOYes ☒ No

 

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

 

Class:Outstanding atas of July 19, 201915, 2020
Common stock, par value $.0113,651,86913,647,005

 

2

1

 

 

CLEARFIELD, INC.

FORM 10-Q

TABLE OF CONTENTS

 

PART I.  FINANCIAL INFORMATION43
ITEM 1.  FINANCIAL STATEMENTS43
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS15
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK1920
ITEM 4.   CONTROLS AND PROCEDURES1920
PART II. OTHER INFORMATION1920
ITEM 1.  LEGAL PROCEEDINGS1920
ITEM 1A.  RISK FACTORS1920
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS2021
ITEM 3. DEFAULTS UPON SENIOR SECURITIES2021
ITEM 4. MINE SAFETY DISCLOSURES2021
ITEM 5. OTHER INFORMATION2021
ITEM 6. EXHIBITS2021
SIGNATURES2022

 

 

 

 

 

 


2

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

 

CLEARFIELD, INC.


CONDENSED BALANCE SHEETS

  (Unaudited)
June 30,
2019
 

(Audited)

September 30,

2018

Assets        
Current Assets        
Cash and cash equivalents $6,030,842  $8,547,777 
Short-term investments  14,638,219   8,930,225 
Accounts receivables, net  9,302,944   12,821,258 
Inventories, net  9,424,262   10,050,135 
Other current assets  883,613   742,136 
Total current assets  40,279,880   41,091,531 
         
Property, plant and equipment, net  4,470,145   4,744,584 
         
Other Assets        
Long-term investments  22,519,000   17,974,000 
Goodwill  4,708,511   4,708,511 
Intangible assets, net  5,242,689   5,482,555 
Other  202,856   227,461 
Total other assets  32,673,056   28,392,527 
Total Assets $77,423,081  $74,228,642 
         
Liabilities and Shareholders’ Equity        
Current Liabilities        
Accounts payable $1,566,900  $2,363,380 
Accrued compensation  2,247,934   2,048,904 
Accrued expenses  280,484   568,507 
Total current liabilities  4,095,318   4,980,791 
         
Other Liabilities        
Deferred taxes  104,935   104,935 
Deferred rent  251,759   268,040 
Total other liabilities  356,694   372,975 
Total Liabilities  4,452,012   5,353,766 
         
Shareholders’ Equity        
Preferred stock, $.01 par value; 500,000 shares; no shares issued or outstanding  -     -   
Common stock, authorized 50,000,000, $.01 par value; 13,651,869 and 13,646,553, shares issued and outstanding at June 30, 2019 and September 30, 2018  136,519   136,466 
Additional paid-in capital  56,901,470   55,483,759 
Retained earnings  15,933,080   13,254,651 
Total Shareholders’ Equity  72,971,069   68,874,876 
Total Liabilities and Shareholders’ Equity $77,423,081  $74,228,642 

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS


  

(Unaudited)
June 30,
2020

  

September 30,
2019

 

Assets

        

Current Assets

        

Cash and cash equivalents

 $9,278,968  $10,081,721 

Short-term investments

  11,093,527   13,524,270 

Accounts receivables, net

  9,099,727   9,118,639 

Inventories, net

  14,881,952   9,012,980 

Other current assets

  602,700   769,161 

Total current assets

  44,956,874   42,506,771 
         

Property, plant and equipment, net

  5,354,082   5,413,241 
         

Other Assets

        

Long-term investments

  28,072,000   23,902,000 

Goodwill

  4,708,511   4,708,511 

Intangible assets, net

  4,875,117   5,147,135 

Right of use lease asset

  2,710,073   - 

Other

  186,571   210,905 

Total other assets

  40,552,272   33,968,551 

Total Assets

 $90,863,228  $81,888,563 
         

Liabilities and Shareholders’ Equity

        

Current Liabilities

        

Current portion of lease liability

 $672,384  $- 

Accounts payable

  3,878,915   3,173,599 

Accrued compensation

  3,279,018   3,224,860 

Accrued expenses

  987,205   208,603 

Total current liabilities

  8,817,522   6,607,062 
         

Other Liabilities

        

Long-term portion of lease liability

  2,299,835   - 

Deferred taxes

  101,690   101,690 

Deferred rent

  -   246,424 

Total other liabilities

  2,401,525   348,114 

Total liabilities

  11,219,047   6,955,176 
         

Shareholders’ Equity

        

Preferred stock, $.01 par value; 500,000 shares; no shares issued or outstanding

  -   - 

Common stock, authorized 50,000,000, $.01 par value; 13,647,005 and 13,641,805 shares issued and outstanding as of June 30, 2020 and September 30, 2019

  136,470   136,418 

Additional paid-in capital

  57,443,281   56,976,162 

Retained earnings

  22,064,430   17,820,807 

Total shareholders’ equity

  79,644,181   74,933,387 

Total Liabilities and Shareholders’ Equity

 $90,863,228  $81,888,563 

 

CLEARFIELD, INC.

CONDENSED STATEMENTS OF EARNINGS

UNAUDITED

  Three Months Ended
June 30,
 Nine Months Ended
June 30,
  2019 2018 2019 2018
         
Net sales $21,892,244  $21,480,590  $61,065,759  $55,178,369 
                 
Cost of sales  13,479,617   12,988,545   37,681,191   32,798,083 
                 
Gross profit  8,412,627   8,492,045   23,384,568   22,380,286 
                 
Operating expenses                
Selling, general and administrative  6,870,994   6,087,362   20,374,613   19,856,922 
Income from operations  1,541,633   2,404,683   3,009,955   2,523,364 
                 
Interest income  212,894   116,549   517,474   331,650 
                 
Income before income taxes  1,754,527   2,521,232   3,527,429   2,855,014 
                 
Income tax expense  454,000   766,000   849,000   462,000 
Net income $1,300,527  $1,755,232  $2,678,429  $2,393,014 
                 
Net income per share Basic $0.10  $0.13  $0.20  $0.18 
Net income per share Diluted $0.10  $0.13  $0.20  $0.18 
                 
Weighted average shares outstanding:                
Basic  13,446,289   13,430,503   13,422,885   13,441,619 
Diluted  13,451,671   13,430,503   13,434,009   13,473,123 

 

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

 


3

CLEARFIELD, INC.

 

CONDENSED STATEMENTS OF EARNINGS

 

UNAUDITED

 
                 
  

Three Months Ended

  

Nine Months Ended

 
  

June 30,

  

June 30,

 
  

2020

  

2019

  

2020

  

2019

 
                 

Net sales

 $25,970,045  $21,892,244  $65,756,545  $61,065,759 
                 

Cost of sales

  15,179,875   13,479,617   39,087,407   37,681,191 
                 

Gross profit

  10,790,170   8,412,627   26,669,138   23,384,568 
                 

Operating expenses

                

Selling, general and  administrative

  7,207,157   6,870,994   21,965,038   20,374,613 

Income from operations

  3,583,013   1,541,633   4,704,100   3,009,955 
                 

Interest income

  174,555   212,894   615,523   517,474 
                 

Income before income taxes

  3,757,568   1,754,527   5,319,623   3,527,429 
                 

Income tax expense

  763,000   454,000   1,076,000   849,000 

Net income

 $2,994,568  $1,300,527  $4,243,623  $2,678,429 
                 

Net income per share Basic

 $0.22  $0.10  $0.31  $0.20 

Net income per share Diluted

 $0.22  $0.10  $0.31  $0.20 
                 

Weighted average shares outstanding:

                

Basic

  13,497,955   13,446,289   13,510,413   13,422,885 

Diluted

  13,497,955   13,451,671   13,547,124   13,434,009 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

4

CLEARFIELD, INC.

CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY

UNAUDITED

 

For the nine months ended June 30, 2019

For the three months ended June 30, 2020

                    
  

Common Stock

  

Additional

  

Retained

  

Total share-

 
  

Shares

  

Amount

  

paid-in capital

  

earnings

  

holders’ equity

 

Balance at March 31, 2020

  
 
13,627,639
 
  $136,276  $57,042,604  $19,069,862  $76,248,742 

Repurchase of common stock

  -   -   -   -   - 

Stock-based compensation expense

  -   -   213,361   -   213,361 

Restricted stock issuance, net

  -   -   -   -   - 

Issuance of common stock under employee stock purchase plan

  15,116   151   178,973   -   179,124 

Exercise of stock options, net of shares exchanged for payment

  4,250   43   8,343   -   8,386 

Tax withholding related to vesting of restricted stock grants

  -   -   -   -   - 

Net income

  -   -   -   2,994,568   2,994,568 

Balance at June 30, 2020

  
 
13,647,005
 
  $136,470  $57,443,281  $22,064,430  $79,644,181 

 

For the three months ended June 30, 2019

                    
 Common Stock Additional Retained Total share- 

Common Stock

  

Additional

 

Retained

 

Total share-

 
 Shares Amount paid-in capital earnings holders’ equity 

Shares

 

Amount

 

paid-in capital

 

earnings

 

holders’ equity

 
Balance as of September 30, 2018  13,646,553  $136,466  $55,483,759  $13,254,651  $68,874,876 

Balance at March 31, 2019

 13,668,408  $136,684  $56,725,019  $14,632,553  $71,494,256 
Stock-based compensation expense  -     -     1,535,628   -     1,535,628  -  -  433,438  -  433,438 
Restricted stock issuance, net  (6,890)  (69)  69   -     -    (6,538) (65) 65  -  - 
Issuance of common stock under employee stock purchase plan  37,235   372   313,519   -     313,891  19,923  199  167,752  -  167,951 
Exercise of stock options, net of shares exchanged for payment  5,440   54   (30)  -     24  -  -  -  -  - 
Tax withholding related to vesting of restricted stock grants  (30,469)  (304)  (431,475)  -     (431,779) (29,924) (299) (424,804) -  (425,103)
Net income  -     -     -     2,678,429   2,678,429   -  -  -  1,300,527  1,300,527 
Balance as of June 30, 2019  13,651,869  $136,519  $56,901,470  $15,933,080  $72,971,069 

Balance at June 30, 2019

  13,651,869  $136,519  $56,901,470  $15,933,080  $72,971,069 

 

For the three months ended June 30, 2019

 

  Common Stock Additional Retained Total share-
  Shares Amount paid-in capital earnings holders’ equity
Balance as of March 31, 2019  13,668,408  $136,684  $56,725,019  $14,632,553  $71,494,256 
Stock-based compensation expense  -     -     433,438   -     433,438 
Restricted stock issuance, net  (6,538)  (65)  65   -     -   
Issuance of common stock under employee stock purchase plan  19,923   199   167,752   -     167,951 
Exercise of stock options, net of shares exchanged for payment  -     -     -     -     -   
Tax withholding related to vesting of restricted stock grants  (29,924)  (299)  (424,804)  -     (425,103)
Net income  -     -     -     1,300,527   1,300,527 
Balance as of June 30, 2019  13,651,869  $136,519  $56,901,470  $15,933,080  $72,971,069 

 

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

 

 

 


5

CLEARFIELD, INC.

CLEARFIELD, INC.
CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY
UNAUDITED

CONDENSED STATEMENTS OF SHAREHOLDERS’ EQUITY (CONTINUED)

For the nine months ended June 30, 2020

                    
  

Common Stock

  

Additional

  

Retained

  

Total share-

 
  

Shares

  

Amount

  

paid-in capital

  

earnings

  

holders’ equity

 

Balance as of September 30, 2019

  13,641,805  $136,418  $56,976,162  $17,820,807  $74,933,387 

Repurchase of common stock

  (41,796) $(418) $(428,236) $-  $(428,654)

Stock-based compensation expense

  -   -   541,884   -   541,884 

Restricted stock issuance, net

  9,580   96   (96)  -   - 

Issuance of common stock under employee stock purchase plan

  30,223   302   348,474   -   348,776 

Exercise of stock options, net of shares exchanged for payment

  7,646   76   10,892   -   10,968 

Tax withholding related to vesting of restricted stock grants

  (453)  (4)  (5,799)  -   (5,803)

Net income

  -   -   -   4,243,623   4,243,623 

Balance at June 30, 2020

  13,647,005  $136,470  $57,443,281  $22,064,430  $79,644,181 

UNAUDITED

For the nine months ended June 30, 2019

                    
  

Common Stock

  

Additional

  

Retained

  

Total share-

 
  

Shares

  

Amount

  

paid-in capital

  

earnings

  

holders’ equity

 

Balance as of September 30, 2018

  13,646,553  $136,466  $55,483,759  $13,254,651  $68,874,876 

Stock-based compensation expense

  -   -   1,535,628   -   1,535,628 

Restricted stock issuance, net

  (6,890)  (69)  69   -   - 

Issuance of common stock under employee stock purchase plan

  37,235   372   313,519   -   313,891 

Exercise of stock options, net of shares exchanged for payment

  5,440   54   (30)  -   24 

Tax withholding related to vesting of restricted stock grants

  (30,469)  (304)  (431,475)  -   (431,779)

Net income

  -   -   -   2,678,429   2,678,429 

Balance at June 30, 2019

  13,651,869  $136,519  $56,901,470  $15,933,080  $72,971,069 

 

For the nine months ended June 30, 2018

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

 

  Common Stock Additional Retained Total share-
  Shares Amount paid-in capital earnings holders’ equity
Balance as of September 30, 2017  13,812,821  $138,128  $55,406,888  $8,980,104  $64,525,120 
Stock-based compensation expense  -     -     1,488,304   -     1,488,304 
Repurchase of common stock  (119,715)  (1,197)  (1,370,217)  -     (1,371,414)
Restricted stock issuance, net  (5,049)  (50)  50   -     -   
Issuance of common stock under employee stock purchase plan  30,174   301   297,559       297,860 
Exercise of stock options, net of shares exchanged for payment  6,925   69   21,105   -     21,174 
Tax withholding related to vesting of restricted stock grants  (31,213)  (312)  (348,215)  -     (348,527)
Net income  -     -     -     2,393,014   2,393,014 
Balance as of June 30, 2018  13,693,943  $136,939  $55,495,474  $11,373,118  $67,005,531 
6

 

For the three months ended June 30, 2018

CLEARFIELD, INC.

        

CONDENSED STATEMENTS OF CASH FLOWS

        

UNAUDITED

        
  

Nine Months Ended June 30,

 
  

2020

  

2019

 

Cash flows from operating activities

        

Net income

 $4,243,623  $2,678,429 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

        

Depreciation and amortization

  1,824,517   1,613,394 

Change in allowance for doubtful accounts

  -   210,000 

Amortization of discount on investments

  (64,327)  (43,601)

Stock-based compensation

  541,884   1,535,628 

Changes in operating assets and liabilities:

        

Accounts receivable, net

  18,912   3,308,314 

Inventories, net

  (5,868,972)  625,873 

Other assets

  190,796   (116,872)

Accounts payable, accrued expenses and deferred rent

  1,553,798   (901,754)

Net cash provided by operating activities

  2,440,231   8,909,411 
         

Cash flows from investing activities

        

Purchases of property, plant and equipment and intangible assets

  (1,493,341)  (1,099,089)

Purchases of investments

  (31,837,930)  (17,444,393)

Proceeds from maturities of investments

  30,163,000   7,235,000 

Net cash used in investing activities

  (3,168,271)  (11,308,482)
         

Cash flows from financing activities

        

Proceeds from issuance of common stock under employee stock purchase plan

  348,776   313,891 

Proceeds from issuance of common stock upon exercise of stock options

  10,968   24 

Tax withholding related to vesting of restricted stock grants

  (5,803)  (431,779)

Repurchase of common stock

  (428,654)  - 

Net cash used in financing activities

  (74,713)  (117,864)
         

Decrease in cash and cash equivalents

  (802,753)  (2,516,935)
         

Cash and cash equivalents, beginning of period

  10,081,721   8,547,777 
         

Cash and cash equivalents, end of period

  9,278,968   6,030,842 
         

Supplemental disclosures for cash flow information

        

Cash paid during the year for income taxes

 $469,529  $1,081,068 
         

Non-cash financing activities

        

Cashless exercise of stock options

 $10,962  $17,390 

 

  Common Stock Additional Retained Total share-
  Shares Amount paid-in capital earnings holders’ equity
Balance as of March 31, 2018  13,811,076  $138,111  $56,296,908  $9,617,886  $66,052,905 
Stock-based compensation expense  -     -     519,223   -     519,223 
Repurchase of common stock  (100,133)  (1,001)  (1,134,389)  -     (1,135,390)
Restricted stock issuance, net  (3,640)  (36)  36   -     -   
Issuance of common stock under employee stock purchase plan  15,932   158   149,442   -     149,600 
Exercise of stock options, net of shares exchanged for payment  1,250   12   3,214   -     3,226 
Tax withholding related to vesting of restricted stock grants  (30,542)  (305)  (338,960)  -     (339,265)
Net income  -     -     -     1,755,232   1,755,232 
Balance as of June 30, 2018  13,693,943  $136,939  $55,495,474  $11,373,118  $67,005,531 

 

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS

 

 

 


7

CLEARFIELD, INC.

CONDENSED STATEMENTS OF CASH FLOWS

UNAUDITED


  Nine Months Ended June 30,
  2019 2018
Cash flows from operating activities        
Net income $2,678,429  $2,393,014 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  1,613,394   1,546,661 
Change in allowance for doubtful accounts  210,000   -   
Amortization of discount on investments  (43,601)  -   
Deferred taxes  -     (384,000)
Loss on disposal of assets  -     (20,358)
Stock based compensation  1,535,628   1,488,304 
Changes in operating assets and liabilities:        
Accounts receivable  3,308,314   (2,413,875)
Inventories, net  625,873   1,546,081 
Other assets  (116,872)  289,305 
Accounts payable, accrued expenses and deferred rent  (901,754)  (146,317)
Net cash provided by operating activities  8,909,411   4,298,815 
         
Cash flows from investing activities        
Purchases of property, plant and equipment and intangible assets  (1,099,089)  (920,356)
Purchases of investments  (17,444,393)  (5,403,075)
Proceeds from sale of property, plant, and equipment  -     83,052 
Proceeds from maturities of investments  7,235,000   4,444,000 
Business acquisition  -     (10,350,000)
Net cash used in investing activities  (11,308,482)  (12,146,379)
         
         
Cash flows from financing activities        
Repurchases of common stock  -     (1,371,414)
Proceeds from issuance of common stock under employee stock purchase plan  313,891   297,860 
Proceeds from issuance of common stock upon exercise of stock options  24   21,174 
Tax withholding related to vesting of restricted stock grants  (431,779)  (348,527)
Net cash used in financing activities  (117,864)  (1,400,907)
         
Decrease in cash and cash equivalents  (2,516,935)  (9,248,471)
         
Cash and cash equivalents, beginning of period  8,547,777   18,536,111 
         
Cash and cash equivalents, end of period $6,030,842  $9,287,640 
         
Supplemental disclosures for cash flow information        
Cash paid during the year for income taxes $1,081,068  $48,987 
         
Non-cash financing activities        
Cashless exercise of stock options $17,390  $5,782 

SEE ACCOMPANYING NOTES TO CONDENSED FINANCIAL STATEMENTS


 

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

Note 1. Basis of Presentation

 

The accompanying (a) condensed balance sheet as of September 30, 2018, 2019, which has been derived from audited financial statements, and (b) unaudited interim condensed financial statements as of and for the three and nine months ended June 30, 2019 2020 have been prepared by the CompanyClearfield, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America for interim financial information, pursuant to the rules and regulations of the Securities and Exchange Commission. Pursuant to these rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. However, in the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of results to be expected for the full year or for any other interim period, due to variability in customer purchasing patterns and seasonal, operating and other factors. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K10-K for the year ended September 30, 2018.2019.

 

In preparation of the Company’s financial statements, management is required to make estimates and assumptions that affect reported amounts of assets and liabilities and related revenues and expenses during the reporting periods. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

 

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.

Recently Adopted Accounting Pronouncements

 

Effective October 1, 2018, 2019 we adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09,2016-02, Revenue from Contracts with Customers (Topic 606)Leases, and ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date, which deferredusing the effective date of ASU 2014-09 by one year. ASU 2014-09 supersedes the revenue recognition requirements in ASC 605, Revenue Recognition, and is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The adoption of ASU 2014-09, usingmethod under the modified retrospective approach, had noapproach. The amended guidance requires lessees, at the commencement date, to recognize a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis, and to record a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11,Leases, Targeted Improvements, which gave companies the option of applying the new standard at the adoption date, rather than retrospectively to the earliest period presented in the financial statements. The Company elected the package of practical expedients permitted under the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The Company also elected the practical expedient to not recognize a lease liability and ROU asset for short-term leases less than 12 months. We chose the option to apply the new standard at the adoption date, and therefore we are not required to restate the financial statements for prior periods, nor are we required to provide the disclosures required by the new standard for prior periods. Upon adoption, we recognized an approximate $2.4 million right-of-use asset, and an approximate $2.6 million lease liability. Our adoption of the new standard did not impact our cash flows or have a material impact on our results of operations, cash flows, oroperations. We have expanded our financial position. Revenue continuesstatement disclosures to be recognized at a point in time for our product sales when products are delivered to or picked up bycomply with the customer and revenue for shipping and handling charges continues to be recognized when products are delivered to or picked up byrequirements of the customer. Additional information and disclosures required by this new standard are contained in Note 5, “Revenue.”standard.

 

Note 2. Net Income Per Share

 

Basic net income per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted EPS equals net income divided by the sum of the weighted average number of shares of common stock outstanding plus all additional common stock equivalents, such as stock options, and restricted stock awards, when dilutive.

 


8

The following is a reconciliation of the numerator and denominator of the net income per common share computations for the three and nine months ended June 30, 2019 2020 and 2018:2019:

 

 Three Months Ended June 30, Nine Months Ended June 30, 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 
 2019 2018 2019 2018 

2020

  

2019

  

2020

  

2019

 
Net income $1,300,527  $1,755,232  $2,678,429  $2,393,014  $2,994,568  $1,300,527  $4,243,623  $2,678,429 
Weighted average common shares  13,446,289   13,430,503   13,422,885   13,441,619  13,497,955  13,446,289  13,510,413  13,422,885 
Dilutive potential common shares  5,382   -     11,124��  31,504   -   5,382   36,711   11,124 
Weighted average dilutive common shares outstanding  13,451,671   13,430,503   13,434,009   13,473,123  13,497,955  13,451,671  13,547,124  13,434,009 
Net income per common share:                         
Basic $0.10  $0.13  $0.20  $0.18  $0.22  $0.10  $0.31  $0.20 
Diluted $0.10  $0.13  $0.20  $0.18  $0.22  $0.10  $0.31  $0.20 

 

 

Note 3. Cash, Cash Equivalents and Investments

 

The Company currently invests its excess cash in money market accounts and bank certificates of deposit (CDs)(“CDs”) that are fully insured by the Federal Deposit Insurance Corporation (“FDIC”) and United States Treasury (“Treasuries”) securities with a termterms of not more than five years. years, as well as money market accounts. CDs and Treasuries with original maturities of more than three months are reported as held-to-maturity investments and are carriedrecorded at amortized cost. Investments maturingcost, which approximates fair value due to the negligible risk of changes in less than one year are classified as short term investments on the balance sheet, and investments maturing in one year or greater are classified as long term investments on the balance sheet.

value due to interest rates. The maturity dates of the Company’s investments as of June 30, 2019 2020 and September 30, 2018 2019 are as follows:

 

 

June 30,

2019

 

September 30,

2018

 

June 30, 2020

  

September 30, 2019

 
Less than one year $14,638,219  $8,930,225  $11,093,527  $13,524,270 
1-5 years  22,519,000   17,974,000   28,072,000   23,902,000 
Total $37,157,219  $26,904,225  $39,165,527  $37,426,270 

 

Note 4. Stock-Based Compensation

 

The Company recorded $213,361 and $541,884 of compensation expense related to current and past restricted stock grants, non-qualified stock options and the Company’s Employee Stock Purchase Plan (“ESPP”) for the three and nine months ended June 30, 2020, respectively. For the three months ended June 30, 2020, $207,653 of this expense is included in selling, general and administrative expense, and $5,708 is included in cost of sales. For the nine months ended June 30, 2020, $526,580 of this expense is included in selling, general and administrative expense, and $15,304 is included in cost of sales. The Company recorded $433,438 and $1,535,628 of compensation expense related to current and past stock option grants, restricted stock grants and the Company’s Employee Stock Purchase Plan (“ESPP”)ESPP for the three and nine months ended June 30, 2019, respectively. For the three months ended June 30, 2019, $410,784$410,784 of this expense is included in selling, general and administrative expense, and $22,654 is included in cost of sales. For the nine months ended June 30, 2019, $1,450,493$1,450,489 of this expense is included in selling, general and administrative expense, and $85,139 is included in cost of sales. The Company recorded $519,223 and $1,488,304As of compensation expense related to current and past option grants, restricted stock grants and ESPP for the three and nine months ended June 30, 2018, respectively. For the three months ended June 30, 2018, $477,193 of this expense is included in selling, general and administrative expense, and $42,030 is included in cost of sales. For the nine months ended June 30, 2018, $1,362,213 of this expense is included in selling, general and administrative expense, and $126,091 is included in cost of sales. As of June 30, 2019, $2,553,2142020, $ 2,147,356 of total unrecognized compensation expense related to non-vested restricted stock awards and stock options is expected to be recognized over a period of approximately 5.24.2 years.

 

Stock Options

 

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. During the nine months ended June 30, 2020, the Company granted employees non-qualified stock options to purchase an aggregate of 121,350 shares of common stock with a weighted average contractual term of 5.71 years, a 4.71 year weighted average vesting term, and an exercise price of $12.43. During the nine months ended June 30, 2019, the Company granted employees non-qualified stock options to purchase an aggregate of 172,000 shares of common stock with a weighted average contractual term of four years, a three year vesting term, and ana weighted average exercise price of $12.17. During the nine months ended June 30, 2018, the Company granted employees non-qualified stock options to purchase an aggregate of 72,000 shares of common stock with a contractual term of five years, a three year vesting term, and an exercise price of $13.35. The fair value at the grant date for options issued during the nine months ended June 30, 2019 was $3.53.

 


9

This fair value of awards during the nine months ended June 30, 2020 was estimated atas of the grant date using the range of assumptions listed below:

 

Nine months ended
  

Nine months ended June 30, 2020

Dividend yield

  0% 

Expected volatility

 39.544.9%

Risk-free interest rate

 0.241.69%

Expected life (in years)

 

4

-6

Vesting period (in years)

 

3

-5

June 30, 2019

Dividend yield0%
Average expected volatility37.77%
Average risk-free interest rate2.92%
Expected life (years)3
Vesting period (years)3

 

The expected stock price volatility is based on the historical volatility of the Company’s stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after their grant date. The risk-free interest rate reflects the interest rate atas of the grant date on zero-couponzero-coupon U.S. governmental bonds having a remaining life similar to the expected option term.

 

Options are granted at fair market values determined on the date of grant, and vesting normally occurs over a three to five-yearfive-year period. However, options granted to directors have a one year vesting period and a six-year contractual term. The maximum contractual term is normally six years. Shares issued upon exercise of a stock option are issued from the Company’s authorized but unissued shares.

 

The following is a summary of stock option activity during the nine months ended June 30, 2019:2020:

 

 Number of options Weighted average exercise price 

Number of options

  

Weighted average exercise price

 
Outstanding at September 30, 2018  138,500  $10.99 

Outstanding as of September 30, 2019

 290,750  $11.86 
Granted  172,000   12.17  121,350  12.43 
Exercised  (6,750)  2.58  (8,500) 2.58 
Cancelled or Forfeited  (12,000)  12.17   (48,250)  13.35 
Outstanding at June 30, 2019  291,750  $11.83 

Outstanding as of June 30, 2020

  355,350  $12.08 

 

The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. As of June 30, 2019, 2020, the weighted average remaining contractual term for all outstanding and exercisable stock options was 1.142.31 years and their aggregate intrinsic value was $253,413.$278,995. During the nine months ended June 30, 2020, the Company received proceeds of $10,968 from the exercise of stock options. During the nine months ended June 30, 2019, the Company received proceeds of $24 from the exercise of stock options. During the nine months ended June 30, 2018, the Company received proceeds of $21,174 from the exercise of stock options.

Restricted Stock

 

The Company’s 2007 Stock Compensation Plan permits its Compensation Committee to grant stock-based awards, including stock options and restricted stock, to key employees and non-employee directors. The Company has made restricted stock grants that vest over one to ten years.

 

During the nine months ended June 30, 2020, the Company granted non-employee directors elected at the Company’s 2020 Annual Meeting of Shareholders restricted stock awards totaling 5,830 shares of common stock, with a vesting term of approximately one year and a fair value of $10.72 per share. In February, the Company granted 5,000 shares of restricted stock, with a vesting term of approximately one year and a fair value of $11.01 per share. The Company also granted 8,625 performance stock units entitling the participant to receive the same number of shares of the Company’s common stock, upon achievement of a fiscal year 2020 performance goal. The shares issued to the participant in settlement of the performance stock unit, if any, will be restricted stock subject to forfeiture that will vest one year following the settlement date of the performance stock unit. The Company has determined the fair value per underlying share of the performance stock unit awards to be $11.86 as of the grant date. These performance stock unit awards were forfeited during the nine months ended June 30, 2020.

During the nine months ended June 30, 2019, the Company granted non-employee directors restricted stock awards totaling 4,340 shares of common stock, with a vesting term of approximately one year and a fair value of $14.40 per share.

 

During the nine months ended June 30, 2018, the Company granted non-employee directors restricted stock awards totaling 3,795 shares of common stock, with a vesting term of approximately one year and a fair value of $16.45 per share. Also, the Company granted employees a restricted stock award totaling 3,000 shares of common stock, with a vesting term of one year and a fair value of $13.35 per share.

 


10


Restricted stock transactions during the nine months ended June 30, 2019 2020 are summarized as follows:

 

 Number of shares Weighted average grant date fair value 

Number of shares

  

Weighted average grant date fair value

 
Unvested shares at September 30, 2018  248,613  $14.65 

Unvested shares as of September 30, 2019

 130,440  $13.25 
Granted  4,340   14.40  19,455  11.30 
Vested  (84,237)  17.16  (5,740) 14.01 
Forfeited  (11,230)  14.44   (9,875)  12.03 
Unvested at June 30, 2019  157,486  $13.31 

Unvested as of June 30, 2020

  134,280  $13.02 

 

Employee Stock Purchase Plan

 

Clearfield, Inc.’s ESPP allows participating employees to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees subject to certain eligibility requirements. Terms of the ESPP provide that participating employees may purchase the Company’s common stock on a voluntary after-tax basis. Employees may purchase the Company’s common stock at a price that is no less than the lower of 85% of the fair market value of one share of common stock at the beginning or end of each stock purchase period or phase. The ESPP is carried out in six month-month phases, with phases beginning on January 1 and July 1 of each calendar year. For the phases that ended on June 30, 2019 2020 and December 31, 2018, 2019, employees purchased 19,92315,116 and 17,31215,107 shares at a price of $8.43$11.85 and $11.23 per share. After share, respectively. In February 2020, the employee purchase on shareholders of Clearfield approved an increase of 200,000 in the shares authorized for issuance under the ESPP. As a result, as of June 30, 2019, 49,8462020, the Company has 219,623 shares of common stock were available for future purchasepurchases under the ESPP.

 

Note 5. Revenue

 

Revenue Recognition

 

Net sales include products and shipping and handling charges. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. All revenue is recognized when we satisfy our performance obligations under the contract. We recognize revenue by transferring the promised products to the customer, with substantially all revenue recognized at the point in time the customer obtains control of the products. Revenue which has been recognized but not yet billed to the customer is recorded as a contract asset and is included in Other Current Assets on the condensed balance sheet. We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer. The majority of our contracts have a single performance obligation and are short term in nature. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.

 

Disaggregation of Revenue

 

The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Sales outside the United States are principally to countries in the Caribbean, Canada, Central and South America.

 

Our revenues related to the following geographic areas were as follows for the three and nine months ended:

 

 Three Months Ended June 30, Nine Months Ended June 30, 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 
 2019 2018 2019 2018 

2020

  

2019

  

2020

  

2019

 
United States $20,243,752  $19,669,143  $55,861,025  $51,232,706  $25,090,614  $20,243,754  $62,765,455  $55,861,025 
All other countries  1,648,490   1,811,447   5,204,734   3,945,663   879,431   1,648,490   2,991,090   5,204,734 
Total Net Sales $21,892,242  $21,480,590  $61,065,759  $55,178,369  $25,970,045  $21,892,244  $65,756,545  $61,065,759 

 

In addition toClearfield manufactures and sells a proprietary product line designed for the broadband service provider marketplace, ClearfieldBroadband Service Provider marketplace. In addition, the Company provides build-to-printBuild-to-Print services for original equipment manufacturers requiring copper and fiber cable assemblies built to their specification.

 


 

11

The percentages of our sales by markets were as follows for the three and nine months ended:

 

 Three Months Ended June 30, Nine Months Ended June 30, 

Three Months Ended June 30,

  

Nine Months Ended June 30,

 
 2019 2018 2019 2018 

2020

  

2019

  

2020

  

2019

 
Broadband service providers  97%  96%  95%  95% 97% 97% 96% 95%
Build-to-print customers  3%  4%  5%  5%  3%  3%  4%  5%
Total Net Sales  100%  100%  100%  100%  100%  100%  100%  100%

Broadband Service Providers are made up of Community Broadband, which includes local and regional telecom companies, utilities, municipalities and alternative carriers, also referred to as Tier 2 and 3 customers, National Carriers, which includes large national and global wireline and wireless providers also referred to as Tier 1’s, multiple system operators (“MSO’s”), which include cable television companies, and international customers.

 

Accounts Receivable

 

Credit is extended based on the evaluation of a customer’s financial condition, and collateral is generally not required. Accounts that are outstanding longer than the contractual payment terms are considered past due. The Company writes off accounts receivable when they become uncollectible; payments subsequently received on such receivables are credited to the allowance for doubtful accounts. As of both June 30, 2019 2020 and September 30, 2018, 2019, the balance in the allowance for doubtful accounts was $289,085 and $79,085, respectively.$289,085.

 

See Note 7, “Major Customer Concentration” for further information regarding accounts receivable and net sales.

 

Note 6. Inventories

 

Inventories consist of the following as of:

 

 

June 30,

2019

 

September 30,

2018

 

June 30, 2020

  

September 30, 2019

 
Raw materials $6,601,647  $6,013,166  $11,340,314  $7,115,298 
Work-in-progress  773,652   560,988  1,384,876  540,962 
Finished goods  2,048,963   3,475,981   2,156,763   1,356,720 
Inventories, net $9,424,262  $10,050,135  $14,881,952  $9,012,980 

 

Note 7. Major Customer Concentration

 

For the three months ended June 30, 2020, Customer A comprised 20% and Customer B comprised 11% of the Company’s net sales. For the nine months ended June 30, 2020, Customers A and B comprised 20% and 11% of the Company’s net sales, respectively. Both of these customers are distributors. For the three months ended June 30, 2019, Customers A and B comprised 19% and 12%, respectively, of the Company’s net sales. Both Customers A and B are distributors. For the nine months ended June 30, 2019, Customers A and B comprised 18% and 10%, respectively, while Customer C comprised 11% of the Company’s net sales. Customer C is a private label original equipment manufacturer. ForThese major customers, like our other customers, purchase our products from time to time through purchase orders, and we do not have any agreements that obligate these major customers to purchase products in the three months ended June 30, 2018, Customers A and B comprised 20% and 13%, respectively, of the Company’s net sales. For the nine months ended June 30, 2018, Customers A and B comprised 22% and 14%, respectively, of the Company’s net sales.future from us.

 

As of June 30, 2019, Customers A and B comprised2020, 2 customers accounted for 17% and 15%11% respectively, or 28% in the aggregate, of accounts receivable. Both of these customers are distributors. As of September 30, 2019, two customers accounted for 16%, and 12%, respectively, ofor 28% in the Company’saggregate of accounts receivable. AsBoth of September 30, 2018, Customers C and A comprised 35% and 10%, respectively, of the Company’s accounts receivable.these customers are distributors.

 

Note 8. Goodwill and PatentsIntangibles

 

The Company analyzes its goodwill for impairment annually or at an interim period when events occur or changes in circumstances indicate potential impairment. The result of the analysis performed in the fourth quarter ended as of September 30, 2018 2019 did not indicate an impairment of goodwill. During the nine months ended June 30, 2019, 2020, there were no triggering events that indicate potential impairment exists.

 

12

The Company capitalizes legal costs incurred to obtain patents. Once accepted by either the U.S. Patent Office or the equivalent office of a foreign country, these legal costs are amortized using the straight-line method over the remaining estimated lives, not exceeding 20 years. As of June 30, 2019, 2020, the Company has 1722 patents granted and multiple pending applications both inside and outside the United States.

In addition, the Company has various finite lived intangible assets, most of which were acquired as a result of the acquisition of the active cabinet product line from Calix, Inc. (“Calix”) during fiscal year 2018. The Company analyzes its intangible assets for impairment annually or at interim periods when events occur or changes in circumstances indicate potential impairment. The result of the analysis performed as of September 30, 2019 did not indicate an impairment of our intangible assets. During the nine months ended June 30, 2020, there were no triggering events that indicate potential impairment exists.

 


Note 9. Income Taxes

 

For the three and nine months ended June 30, 2020, the Company recorded income tax expense of $763,000 and $1,076,000 reflecting an effective tax rate of 20.3% and 20.2%, respectively. For the three and nine months ended June 30, 2019, the Company recorded a provision for income taxes of $454,000 and $849,000, respectively, reflecting an effective tax rate of 25.9% and 24.1%, respectively. The Tax Cut and Jobs Act of 2017 (the “Tax Reform Act”) was enacted on December 22, 2017. The Tax Reform Act reduced certain federal corporate income tax rates effective January 1, 2018 and changed certain other provisions. Additionally, differences between the effective tax rate and the statutory tax rate arewere related to discrete items for the three and nine months ended June 30, 2019, including unfavorable tax shortfalls related to stock-based compensation awards, nondeductible meals and entertainment, and research and development credits.

As of both June 30, 2019 and September 30, 2018, the Company had a remaining valuation allowance of approximately $105,000 related to state net operating loss carry forwards the Company does not expect to utilize. As a result of recording the impact of the Tax Reform Act on its deferred assets and liabilities, the Company recorded an increase in its valuation allowance against state net operating losses carried forward of approximately $32,000 in the nine months ended June 30, 2018. Based on the Company’s analysis and review of long-term forecasts and all available evidence, the Company determined that there should be no further change in the valuation allowance for the three and nine months ended June 30, 2019.

For the three and nine months ended June 30, 2018, the Company recordednondeductible stock compensation, foreign derived intangibles income tax expense of $766,000 and $462,000, respectively, reflecting an effective tax rate of 30.4% and 16.2%, respectively. The effective tax rate for the nine months ended June 30, 2018 is a blended rate reflecting the anticipated benefit of three quarters of federal tax rate reductions for fiscal 2018. Our nine months tax expense reflects a lower tax rate and a one-time benefit of $384,000 related to the favorable impact of a revaluation of our net deferred tax liability that decreased the income tax provision for the nine months ended June 30, 2018 and reduced long-term deferred tax liabilities during the nine months ended June 30, 2018. Additionally, differences between the effective tax rate and the statutory tax rate are related to discrete items for the three and nine months ended June 30, 2018, including unfavorable tax shortfalls related to stock-based compensation awards, nondeductible meals and entertainment, favorable domestic manufacturing deduction (FDII) and research and development credits.

 

Deferred taxes recognize the impact of temporary differences between the amounts of the assets and liabilities recorded for financial statement purposes and these amounts measured in accordance with tax laws. The Company’s realization of deferred tax temporary differences is contingent upon future taxable earnings. The Company reviewed its deferred tax assetsasset for expected utilization using a “more likely than not” criteria by assessing the available positive and negative factors surrounding its recoverability.

 

As of June 30, 2020 and September 30, 2019, the Company had a remaining valuation allowance of approximately $47,000 related to state net operating loss carry forwards the Company does not expect to utilize. Based on the Company’s analysis and review of long-term forecasts and all available evidence, the Company determined that there should be no further change in the valuation allowance for the nine months ended June 30, 2020.

As of June 30, 2020, we do not have any unrecognized tax benefits. It is the Company’s practice to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not expect any material changes in its unrecognized tax positions over the next 12 months.

 

Note 10. Accounting Pronouncements Leases

 

In Clearfield leases a 71,000 square foot facility at 7050 Winnetka Avenue North, Brooklyn Park, Minnesota consisting of our corporate offices, manufacturing and warehouse space. The lease term is ten years and two months and commenced on January 1, 2015.  On June 30, 2019, the Company amended its lease to add 14,000 square feet to this facility, with the lease term for the additional space coterminous with the original lease. Upon proper notice and payment of a termination fee of approximately $249,000, the Company has a one-time option to terminate the lease effective as of the last day of the eighth year of the term after the Company commenced paying base rent. The renewal and termination options have not been included within the lease term because it is not reasonably certain that we will exercise either option.

We also have an indirect lease arrangement for a 46,000 square foot manufacturing facility in Tijuana, Mexico. The lease term is three years and commenced on August 1, 2017. This lease does not contain a written option to renew.

On February 2016, 12, 2020, the FASB issued ASU 2016-02, Leases, which requires lesseesCompany entered into an indirect lease arrangement for an additional 52,000 square foot manufacturing facility in Tijuana, Mexico. The lease term is approximately 42 months and commenced on February 12, 2020. The lease contains written options to present right-of-userenew for two additional consecutive periods of three years each.

13

Right-of-use lease assets and lease liabilities are recognized as of the commencement date based on the balance sheet for all leases with terms longer than 12 months. The guidance is to be applied using a modified retrospective approach at the beginningpresent value of the earliest comparative periodremaining lease payments over the lease term which includes renewal periods we are reasonably certain to exercise. Our leases do not contain any material residual value guarantees or material restrictive covenants. As of June 30, 2020, we do not have material lease commitments that have not commenced.

Operating lease expense included within cost of goods sold and selling, general and administrative expense was as follows for the three and nine months ended June 30, 2020:

Operating lease expense under ASC842, Leases, within:

 

Three months ended June 30, 2020

  

Nine months ended June 30, 2020

 

Cost of goods sold

 $247,897  $652,399 

Selling, general and administrative

  54,345   166,109 

Total lease expense

 $302,242  $818,508 

Future maturities of lease liabilities were as follows as of June 30, 2020:

  

Operating

Leases

 

2020 (remainder of fiscal year)

 $202,586 

2021

  752,423 

2022

  772,803 

2023

  744,963 

2024

  516,725 

Thereafter

  217,552 

Total lease payments

 $3,207,052 

Less: Interest

  (234,833)

Present value of lease liabilities

 $2,972,219 

The weighted average term and weighted average discount rate for our leases as of June 30, 2020 were 4.21 years and 3.48%, respectively. For the three and nine months ended June 30, 2020, the operating cash outflows from our leases were $237,726 and $574,381, respectively.

Rent expense for our operating leases as accounted for under ASC 840,Leases, included within cost of goods sold and selling, general and administrative expense was as follows for the three and nine months ended June 30, 2019.

Operating lease expense under ASC840, Leases, within:

 

Three months ended June 30, 2019

  

Nine months ended June 30, 2019

 

Cost of goods sold

 $158,932  $491,878 

Selling, general and administrative

  54,990   162,366 

Total lease expense

 $213,922  $654,244 

14

As previously disclosed in the financial statements and is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company has begun evaluating the new lease standard, including the review and implementationNote B of the necessary changesNotes to the Financial Statements in our existing processes and systems that will be required2019 Annual Report on Form 10-K, prior to implement this new standard effective with the Company’s fiscal year beginning October 1, 2019. While we are unable to quantify the impact at this time, it is expected the adoption of this standard will lead to a material increase inASU 2016-02,Leases (Topic 842), the assets and liabilities recorded on the balance sheets.future minimum payments required under lease agreements were as follows:

 

In January 2017, the FASB issued ASU 2017-04 which offers amended guidance to simplify the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test. A goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to that reporting unit. This guidance is to be applied on a prospective basis effective for the Company’s interim and annual periods beginning after January 1, 2020, with early adoption permitted for any impairment tests performed after January 1, 2017. The Company does not believe the adoption of this ASU will have a material impact on our financial statements.

  

As of September 30, 2019

 

2020

 $643,040 

2021

  479,213 

2022

  491,397 

2023

  503,895 

2024

  516,720 

Thereafter

  217,551 

Total minimum lease payments

 $2,851,816 

 


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to future events and typically address the Company’s expected future business and financial performance. Words such as  “plan,” “expect,” “aim,” “believe,” “project,” “target,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify these forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events and trends that are subject to risks and uncertainties. Actual results could differ from those projected in any forward-looking statements because of the factors identified in and incorporated by reference from Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended September 30, 2018,2019, as well as in other filings we make with the Securities and Exchange Commission, which should be considered an integral part of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements included herein are made as the date of this Quarterly Report on Form 10-Q and we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

 

The following discussion and analysis of our financial condition and results of operations as of and for the three and nine months ended June 30, 20192020 and 20182019 should be read in conjunction with the financial statements and related notes in Item 1 of this report and our Annual Report on Form 10-K for the year ended September 30, 2018.2019.

 

OVERVIEW

 

General

 

Clearfield, Inc. designs, manufactures and distributes fiber optic management, protection and delivery products for communications networks. Our “fiber to the anywhere” platform serves the unique requirements of leading incumbent local exchange carriers (TraditionalBroadband Service Providers in the United States, which include Community Broadband, National Carriers, within the Tier 2 and Tier 3 broadband markets), including large national and global telecom providers (Tier 1), wireless operators, MSO/cable TV companies, utility/municipality, enterprise, data center and military markets,MSO’s, while also serving the broadband needs of the competitive local exchange carriers (Alternative Carriers).International markets, primarily countries in the Caribbean, Canada, and Central and South America. These customers are collectively included in Broadband Service Providers. The Company also provides contract manufacturing services for Build-to-Print customers which include original equipment manufacturers (OEM) requiring copper and fiber cable assemblies built to their specifications.  

 

The Company has historically focused on the un-servedunserved or under-servedunderserved rural communities whothat receive their voice, video and data services from independent telephone companies. By aligning its in-house engineering and technical knowledge alongside its customers, the Company has been able to develop, customize and enhance products from design through production. Final build and assembly of the Company’s products is completed at Clearfield’s plantsmanufacturing facilities in Brooklyn Park, Minnesota, and Tijuana, Mexico, with manufacturing support from a network of domestic and global manufacturing partners. Clearfield specializes in producing these products on both a quick-turn and scheduled delivery basis. The Company deploys a hybrid sales model with some sales made directly to the customer,customers, some made through two-tier distribution (channel) partners, sales agents and somemanufacturing representatives, and sales through original equipment suppliers who private label their products.

 

15

Due to the role Clearfield’s solutions play in supporting communications infrastructure, the Company’s operations in Minnesota have been classified as critical sector work under the State of Minnesota’s “stay at home” and “stay safe” executive orders adopted in response to the novel coronavirus (“COVID-19”) pandemic. We have transitioned our corporate employees at our Brooklyn Park headquarters to remote work arrangements. In accordance with the CDC and WHO guidelines, we also have implemented health and safety measures for the production staff that remain onsite at our Brooklyn Park facility. We have continued to maintain our manufacturing capacity in Brooklyn Park with these personnel. Similarly, we have implemented the recommended health and safety measures for the production staff that remains onsite at our Tijuana, Mexico manufacturing facilities.

The Company is closely monitoring the operations and staffing levels at its manufacturing facilities in Tijuana, Mexico and the status of restrictions at the U.S.-Mexico border. The State of Baja California, where our facilities are located, adopted an order that temporarily suspended the operations of other manufacturers in the region. While our operations in Tijuana have not been affected, we may become subject to local enforcement orders at any time.

Since the start of the pandemic, we have continued to be fully operational in both our US and Mexico manufacturing facilities and have established multiple contingency plans in the event our ability to operate is diminished or eliminated at either location. Even if our manufacturing capacity in Mexico continues, we may experience challenges to timely supply of materials to our Mexico facilities and timely product deliveries from the facilities due to border restrictions or border delays. Depending on the severity of these border issues, we may experience diminished or temporarily suspended operations, longer lead times than typical for product deliveries, or temporarily suspended product deliveries, which would result in delayed or reduced revenue from the affected orders in production and higher operating costs.

We dual source all our components and most of our supply chain partners remain operational and continue to provide the necessary components for our products to be manufactured in Minnesota and Mexico. We continue to monitor our supply chain, however uncertainties caused by the impact of COVID-19 present significant risk of disruption in our supply chain.

Should the Company experience a disruption in our ability to continue to produce in one or both of our facilities, disruption in our supply chain, or a decline in operational abilities, our contingency plans would result in a potentially significant increase in manufacturing costs and could impair our ability to fulfill customer orders.

RESULTS OF OPERATIONS

 

Three months ended June 30, 20192020 vS. three months ended JuneJUNE 30, 20182019

 

Net sales for the third quarter of fiscal 20192020 ended June 30, 20192020 were $21,892,000,$25,970,000, an increase of approximately 2%,19% or $412,000,$4,078,000, from net sales of $21,481,000$21,892,000 for the third quarter of fiscal 2018.2019. Net sales to broadband service providers and commercial data networks customersBroadband Service Providers were $21,127,000$25,293,000 in the third quarter of fiscal 2019,2020 versus $20,543,000$21,127,000 in the same period of fiscal 2018.2019. Among this group, the Company recorded $1,648,000 $879,000 in international sales for the third quarter of fiscal 2019,2020 versus $1,811,000$1,648,000 in the same period of fiscal 2018.2019. Net sales to build-to-print and OEMBuild-to-Print customers were $765,000decreased $87,000 to $678,000 in the third quarter of fiscal 2019 versus $938,0002020 from $765,000 in the same period of fiscal 2018.2019. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Accordingly, international sales represented 8%3% and 8% of total net sales for the third quartersquarter of fiscal 20192020 and 2018,2019, respectively.

 


The increase in net sales for the quarter ended June 30, 20192020 of $412,000$4,078,000 compared to the quarter ended June 30, 2018 is primarily attributable2019 was driven by increased sales to an increase in sales toCommunity Broadband Service Providers, MSO and Tier 1 customers of $3,004,000, $1,218,000 and $637,000, respectively. Offsetting this were decreased sales to International customers of $769,000 due to lower demand for each in the amount of $1,040,000. Offsetting this increase were decreasesperiod. The decline in salesinternational revenue in the fiscal third quarter 2020 was primarily related to OEMcurrency conversion issues in the Company’s international markets that have made the Company’s products temporarily cost-prohibitive, causing customers of $173,000, International sales of $171,000, and broadband service providers of $284,000 when compared to the same period due to a decrease in demand. delay purchasing decisions.

16

Revenue from all customers is obtained from purchase orders submitted from time to time. Accordingly, the Company’s ability to predict orders in future periods or trends affecting orders in future periods is limited. The Company’s ability to predict revenue has become further limited by potential disruption to product delivery or changes in customer ordering patterns due to COVID-19. The Company’s ability to recognize revenue in the fourth quarter of 2020 for its backlog of customer orders will depend on the Company’s ability to manufacture and deliver products to the customers and fulfill its other contractual obligations. Beginning March 2020, the Company has experienced increased orders as the Company’s customers remained committed to their builds and other projects to expand communications networks, which are part of the world’s critical infrastructure. However, while national carriers have declared a commitment to capital equipment expenditures despite the COVID pandemic, COVID has impacted the deployments plans for 5G both in the near and mid-term. At this time, the Company does not have visibility into how long these customer ordering trends will continue. We expect that restrictions on our employees’ ability to access our customers may negatively impact sales in future quarters.

 

Cost of sales for the third quarter of fiscal 20192020 was $13,480,000,$15,180,000, an increase of $491,000,$1,700,000, or 4%13%, from $12,989,000$13,480,000 in the comparable period of fiscal 2018.2019. Gross profit percent was 38.4%41.5% of net sales in the fiscal 20192020 third quarter, a decreasean increase from 39.5%38.4% of net sales for the fiscal 20182019 third quarter. Gross profit was $8,413,000increased $2,378,000, or 28%, to $10,790,000 for the three months ended June 30, 219, or relatively unchanged2020 from $8,492,000$8,413,000 in the comparable period in fiscal 2018. 2019. The decreaseincrease in gross profit in the third quarter of fiscal 2020 was due to increased volume while the increase in gross profit percent was primarily due to a favorable product mix and cost reduction efforts across the Company’s product lines, including greater use of its Mexico manufacturing plant, efficiencies realized from supply chain programs, and lower tariff costs. Gross profit was negatively impacted by tariff costs of approximately $127,000 for the three months ended June 30, 2020 and product mix.$318,000 in the comparable period in fiscal 2019. In the third quarter of fiscal 2020, the Company did not experience any significant impacts on cost of sales due to COVID-19.

 

Selling, general and administrative expenses increased $784,000,$336,000, or 13%5%, to $7,207,000 in the third quarter fiscal 2020 from $6,871,000 infor the fiscal 2019 third quarter from $6,087,000 for the fiscal 2018 third quarter. The increase in expense in the third quarter of fiscal 2019 is a result2020 consists primarily of an increaseincreases of $632,000$692,000 in compensation costsexpense due primarily to additional personnel, and performance incentive plan compensation, and $213,000$279,000 in external sales commissions and agent fees. These were slightlyproduct certification testing expenses, offset by a decreaselower travel, entertainment and marketing costs of $61,000 in professional fees in$499,000 and $126,000, respectively, due to COVID-19 restrictions. In the quarter.third quarter of fiscal 2020, other than the travel and marketing costs mentioned, the Company did not experience any significant impacts on selling, general and administrative expense due to COVID-19.

 

Income from operations for the quarter ended June 30, 20192020 was $1,542,000$3,583,000 compared to income from operations of $2,405,000$1,542,000 for the comparable quarter of fiscal 2018, a decrease2019, an increase of approximately 36%132%. This decreaseincrease is primarily attributable to increased gross profit, offset by higher selling, general and administrative expenses for the quarter ended June 30, 2019 as noted above.expenses.

 

Interest income for the quarter ended June 30, 20192020 was $213,000$175,000 compared to $117,000$213,000 for the comparable quarter for fiscal 2018.2019. The increasedecrease is due mainly to higherlower interest rates earned on its investments in the third quarter of fiscal 2019.2020. We expect interest income to decline due to the prevailing lower interest rates and the potential for further decreases in rates in the current economic environment. The Company invests its excess cash in FDIC-backed bank certificates of deposit, U.S. treasury securities, and money market accounts.

 

We recorded a provision for income taxes of $454,000$763,000 and $766,000$454,000 for the three months ended June 30, 20192020 and 2018, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The decrease in tax expense of $312,000 from the third quarter of fiscal 2018 is primarily due to decreased income from operations in the third quarter of fiscal 2019. The decrease in the income tax expense rate to 25.9% for the third quarter of fiscal 2019, from 30.4% for the third quarter of fiscal 2018 is primarily due to the Tax Reform Act that resulted in a lower federal tax rate and higher tax shortfalls related to stock-based compensation awards in the third quarter of fiscal 2018.

The Company’s net income for the three months ended June 30, 2019 was $1,301,000, or $0.10 per basic and diluted share. The Company’s net income for the three months ended June 30, 2018 was $1,755,000, or $0.13 per basic and diluted share.

NINE months ended JUNE 30, 2019 vS. NINE months ended JUne 30, 2018

Net sales for the nine months ended June 30, 2019 were $61,066,000, an increase of 11%, or approximately $5,887,000, from net sales of $55,178,000 for the first nine months of fiscal 2018. Net sales to broadband service providers and commercial data networks customers were $57,887,000 for the first nine months of fiscal 2019, versus $52,541,000 in the same period of fiscal 2018. Among this group, the Company recorded $5,205,000 in international sales versus $3,946,000 in the same period of fiscal 2018. Net sales to build-to-print and OEM customers were $3,179,000 in the first nine months of fiscal 2019 versus $2,637,000 in the same period of fiscal 2018. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Accordingly, international sales represented 9% and 7% of total net sales for the first nine months of fiscal 2019 and 2018, respectively.

The increase in net sales for the nine months ended June 30, 2019 of $5,887,000 compared to the nine months ended June 30, 2018 is primarily attributable to an increase in sales to an OEM manufacturer in the amount of $3,753,000 driven by the acquisition of our active cabinet line in February 2018. In addition, sales to international customers increased $1,237,000 due to higher demand in the Company’s Latin America market. Sales to build-to-print customers also increased $541,000 during the same period due to an increase in demand.


Cost of sales for the nine months ended June 30, 2019 was $37,681,000, an increase of $4,883,000, or 15%, from $32,798,000 in the comparable period of fiscal 2018. Gross profit percent was 38.3% of net sales in the fiscal 2019 first nine months, down from 40.6% for the comparable nine months in fiscal 2018. Gross profit increased $1,004,000, or 4.5%, to $23,385,000 for the nine months ended June 30, 2019 from $22,380,000 in the comparable period in fiscal 2018. 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.

Selling, general and administrative expenses increased 3%, or $518,000, from $19,857,000 for the first nine months of fiscal 2018 to $20,375,000 for the first nine months of fiscal 2019. The increase in the first nine months of fiscal 2019 consists primarily of an increase of $1,515,000 in compensation costs due primarily to additional sales and engineering personnel and performance based compensation accruals, $313,000 in external sales commission and agent fees, $210,000 in bad debt expense, and an increase of $198,000 of depreciation and amortization expense. These were partially offset by a decrease of $2,033,000 in legal expenses, mainly due to the defense of the patent infringement litigation including a one-time payment of $850,000 in settlement of that litigation that occurred in the fiscal 2018 second quarter,

Income from operations for the nine months ended June 30, 2019 was $3,010,000 compared to income from operations of $2,523,000 for the first nine months of fiscal 2018, an increase of $487,000, or 19%. This increase is primarily attributable to increased gross profit, offset by increased selling, general and administrative expenses as described above.

Interest income for the nine months ended June 30, 2019 was $517,000 compared to $332,000 for the comparable period for fiscal 2018. The increase is due mainly to higher interest rates earned on its investments in fiscal 2019.

We recorded a provision for income taxes of $849,000 and $462,000 for the nine months ended June 30, 2019 and 2018, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The increase in tax expense of $387,000$309,000 from the nine months ended June 30, 2018third quarter for fiscal 2019 is primarily due to the Tax Reform Act enacted on December 22, 2017 that resulted in a lower federal tax rate and a one-time benefit of $384,000 related to the favorable impact of a revaluation of our net deferred tax liability that decreased the income tax provision and lower profitability in the first nine months fiscal 2018, as well as increased income from operations in fiscal 2019. operations. The increasedecrease in the income tax expense rate to 24.1%20.3% for the third quarter of fiscal 2020 from 25.9% for the third quarter of fiscal 2019 is primarily due to increased research and development tax credits and FDII deduction.

The Company’s net income for the three months ended June 30, 2020 was $2,995,000, or $0.22 per basic and diluted share. The Company’s net income for the three months ended June 30, 2019 was $1,301,000, or $0.10 per basic and diluted share.

NINE months ended JUNE 30, 2020 vS. NINE months ended June 30, 2019

Net sales for the nine months ended June 30, 2020 were $65,757,000, an increase of 8%, or approximately $4,691,000, from net sales of $61,066,000 for the first nine months of fiscal 2019. Net sales to Broadband Service providers were $63,102,000 for the first nine months of fiscal 2020, versus $57,887,000 in the same period of fiscal 2019. Among this group, the Company recorded $2,991,000 in International sales versus $5,205,000 in the same period of fiscal 2019. Net sales to Build-to-Print customers were $2,655,000 in the first nine months of fiscal 2020 versus $3,179,000 in the same period of fiscal 2019. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Accordingly, international sales represented 5% and 9% of total net sales for the first nine months of fiscal 2020 and 2019, respectively.

17

The increase in net sales for the nine months ended June 30, 2020 of $4,691,000 compared to the nine months ended June 30, 2019 is primarily attributable to an increase in sales to Tier 1, MSO, and Community Broadband customers of $2,960,000, $2,773,000 and $1,701,000 respectively. This was offset by decreased sales to International customers of $2,213,000, and Build-to-Print of $530,000.

Cost of sales for the nine months ended June 30, 2020 was $39,087,000, an increase of $1,406,000, or 4%, from $37,681,000 in the comparable period of fiscal 2019. Gross profit percent was 40.6% of net sales in the fiscal 2020 first nine months, up from 38.3% for the comparable nine months in fiscal 2019. Gross profit increased $3,285,000, or 14%, to $26,669,000 for the nine months ended June 30, 2020 from $23,385,000 in the comparable period in fiscal 2019. The increase in gross profit in the nine months ended June 30, 2020 was due to increased volume and a higher gross profit percent. The increase in gross profit percent was primarily due to improved manufacturing efficiencies and costs in its manufacturing facilities, and lower tariff costs. Tariff costs were $288,000 in the nine months ended June 30, 2020, compared to $877,000 in the comparable nine month period. In the nine months ended June 30, 2020, the Company did not experience any significant impacts on cost of sales due to COVID-19.

Selling, general and administrative expenses increased 8%, or $1,590,000, from $20,375,000 for the first nine months of fiscal 2019 from 16.2%to $21,965,000 for the first nine months of fiscal 20182020. The increase in the first nine months of fiscal 2020 consists primarily of increases of $2,524,000 in compensation expense due to additional personnel, and $536,000 in product certification testing expenses, offset by decreases of $924,000 in stock-based compensation expense, and lower travel, entertainment and marketing costs of $590,000 and $178,000, respectively, due to COVID-19 restrictions.

Income from operations for the nine months ended June 30, 2020 was $4,704,000 compared to income from operations of $3,010,000 for the first nine months of fiscal 2019, a increase of $1,694,000, or 56%. This increase is primarily attributable to increased gross profit, offset by increased selling, general and administrative expenses.

Interest income for the nine months ended June 30, 2020 was $616,000 compared to $517,000 for the comparable period for fiscal 2019. The increase is due to increased balances and higher interest rates earned on investments in the first half of fiscal 2020.

We recorded a provision for income taxes of $1,076,000 and $849,000 for the nine months ended June 30, 2020 and 2019, respectively. The increase in tax expense of $227,000 from the nine months ended June 30, 2019 is primarily due to increased pre-tax income offset by a lower effective tax rate for the Tax Reform Act as described above.nine months ended June 30, 2020. The decrease in the effective tax rate to 20.2% for the nine months ended June 30, 2020 from 24.1% for the nine months ended June 30, 2019 is primarily due to increased research and development credits and FDII deduction.

 

The Company’s net income for the first nine months of fiscal 2020 ended June 30, 2020 was $4,244,000, or $0.31 per basic and diluted share. The Company’s net income for the first nine months of fiscal 2019 ended June 30, 2019 was $2,678,000, or $0.20 per basic and diluted share.The Company’s net income for the first nine months of fiscal 2018 ended June 30, 2018 was $2,393,000, or $0.18 per basic and diluted share.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2019,2020, our principal source of liquidity was our cash, cash equivalents and short-term investments. Those sources total $20,669,000$20,372,000 as of June 30, 20192020 compared to $17,478,000$23,606,000 as of September 30, 2018.2019. Our excess cash is invested mainly in certificates of deposit backed by the FDIC, treasuryU.S. Treasury securities and money market accounts. Substantially all of our funds are insured by the FDIC or backed by the U.S. Government. Investments considered long-term were $22,519,000$28,072,000 as of June 30, 2019,2020, compared to $17,974,000$23,902,000 as of September 30, 2018.2019. We believe the combined balances of short-term cash and investments along with long-term investments provide a more accurate indication of our available liquidity. At the end of the third quarter 2020, our cash, cash equivalents and short-term and long-term investments remained consistent at $48.4 million compared to the prior quarter end. We had no long-term debt obligations as of June 30, 20192020 or September 30, 2018.2019.

18

 

We believe our existing cash equivalents and short-term investments, along with cash flow from operations, will be sufficient to meet our working capital and investment requirements for beyond the next 12 months. The Company intends on utilizing its available cash and assets primarily for its continued organic growth and potential future strategic transactions, as well as executionto mitigate the potential impacts of COVID-19 on the share repurchase program adopted by our Board of Directors. The share repurchase program was originally adopted on November 13, 2014 with $8,000,000 authorized for common stock repurchases. On April 25, 2017, our Board of Directors increased the authorization to $12,000,000 of common stock.
Company’s business.

 

Due to the economic crisis resulting from the COVID-19 pandemic, our future cash flow from operating and investing activities may be negatively impacted. Our uses of cash may also be materially impacted by increased operating expense associated with mitigating supply chain, logistics, and customer fulfillment risks caused by COVID-19.


Operating Activities

Net cash provided by operating activities totaled $2,440,000 for the nine months ended June 30, 2020. This was primarily due to net income of $4,244,000, non-cash expenses for depreciation and amortization of $1,825,000, and stock-based compensation of $542,000 in addition to changes in operating assets and liabilities providing cash. Changes in operating assets and liabilities using cash include an increase in inventory of $5,869,000, offset by increases in accounts payable, accrued expenses and deferred rent of $1,554,000. The increase in inventory is a result of additional stocking levels to support the Company’s increased backlog and higher demand, and additional safety stock across the Company’s multiple locations due to the uncertainty of COVID-19 on the Company’s supply chain and manufacturing locations. Accounts receivable balances can be influenced by the timing of shipments for customer projects and payment terms. Day’s sales outstanding, which measures how quickly receivables are collected, decreased one day to 32 days from September 30, 2019 to June 30, 2020.

 

Net cash provided by operating activities totaled $8,909,000 for the nine months ended June 30, 2019. This was primarily due to net income of $2,678,000, non-cash expenses for depreciation and amortization of $1,613,000, and stock basedstock-based compensation of $1,536,000 in addition to changes in operating assets and liabilities providing cash. Changes in operating assets and liabilities providing cash include decreases in accounts receivable and inventories of $3,308,000 and $626,000, respectively. Accounts receivable balances can be influenced by the timing of shipments for customer projects and payment terms. Day’s sales outstanding, which measures how quickly receivables are collected, decreased from 52 days at September 30, 2018 to 39 days at June 30, 2019. The decrease in inventory is a result of stocking levels being maintained by suppliers, which reduced the Company’s inventory.

 

Net cash provided by operating activities totaled $4,299,000 for the nine months ended June 30, 2018. This was primarily due to net income of $2,393,000, non-cash expenses for depreciation and amortization of $1,547,000, and stock-based compensation of $1,488,000, slightly offset by a non-cash benefit to deferred taxes of $384,000 related to the newly enacted Tax Reform Act, in addition to changes in operating assets and liabilities using cash. Changes in operating assets and liabilities providing cash include a decrease to inventories of $1,546,000, net of the acquisition of $2,781,000 in inventories as a result of the product line acquisition of Calix powered cabinets that occurred during the nine months ended June 30, 2018. Changes in operating assets and liabilities using cash include an increase in accounts receivable from September 30, 2017 to June 30, 2018 of $2,414,000. The increase in accounts receivable was primarily due to increased net sales for the three months ended June 30, 2018 when compared to the three months ended September 30, 2017. Additionally, day’s sales outstanding, which measures how quickly receivables are collected, increased five days to 41 days from September 30, 2017 to June 30, 2018.

Investing Activities

 

We invest our excess cash in money market accounts, treasuryU.S. Treasury securities and bank CDs in denominations across numerous banks. We believe we obtain a competitive rate of return given the economic climate along with the security provided by the FDIC and U.S. Government on these investments. During the nine months ended June 30, 2020, we used cash to purchase $31,838,000 of both FDIC-backed and treasury securities and received $30,163,000 on CDs and treasuries that matured. Purchases of property, plant and equipment, mainly related to manufacturing equipment, consumed $1,493,000 of cash during the nine months ended June 30, 2020.

During the nine months ended June 30, 2019, we used cash to purchase $17,444,000 of both FDIC-backed and treasury securities and received $7,235,000 on CDs that matured. Purchases of patents and capital equipment, mainly related to information technology and manufacturing equipment, consumed $1,100,000 of cash in the nine months ended June 30, 2019.

 

DuringFinancing Activities

For the nine months ended June 30, 2018,2020, we acquiredreceived $349,000 from employees’ participation and purchase of stock through our ESPP and used $6,000 to pay for taxes as a result of employees’ vesting of restricted shares using share withholding. We used $429,000 to repurchase 41,796 shares of our common stock under the powered cabinet product line from Calix for the amount of $10,350,000, which was paid from our available cash. Additionally, we invest our excess cash in money market accounts and bank CDs in denominations across numerous banks. We believe we obtain a competitive rate of return given the economic climate along with the security provided by the FDIC on these investments. During the nine months ended June 30, 2018, we used cash to purchase $5,403,000 of FDIC-backed securities and received $4,444,000 on CDs that matured. Prosecution of patents and purchases of capital equipment, mainly related to information technology and manufacturing equipment, consumed $920,000 of cashshare repurchase program in the nine months ended June 30, 2018.2020. As of June 30, 2020, we had the authority to purchase approximately $4,981,000 in additional shares under the repurchase program announced on November 13, 2014 that was subsequently increased on April 25, 2017. In April 2020, the Board of Directors suspended the share repurchase plan due to uncertainties caused by COVID-19 and the Company’s desire to maintain capital flexibility.

 

Financing Activities

For the nine months ended June 30, 2019, we received $314,000 from employees’ participation and purchase of stock through our ESPP and used $432,000 to pay for taxes as a result of employees’ vesting of restricted shares using share withholding. We did not repurchase our common stock under the repurchase program in the nine months ended June 30, 2019. As of June 30, 2019, we had authority to purchase approximately $5,400,000 in additional shares under the repurchase program announced on November 13, 2014 that was subsequently increased on April 25, 2017.


For the nine months ended June 30, 2018, we received $298,000 from employees’ participation andwere available for purchase of stock through our ESPP. We also received $21,000 from stock option exercises. The Company used $349,000 to pay for taxes as a result of employees’ vesting of restricted shares using share withholding. Additionally, we used $1,371,000 to repurchase our common stock in the nine months ended June 30, 2018. As of June 30, 2018, we had authority to purchase approximately $5,798,000 in additional shares under the repurchase program announced on November 13, 2014 that was subsequently increased on April 25, 2017.

 

19

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

Management utilizes its technical knowledge, cumulative business experience, judgment and other factors in the selection and application of the Company’s accounting policies. The accounting policies considered by management to be the most critical to the presentation of the financial statements because they require the most difficult, subjective and complex judgments include revenue recognition, stock basedstock-based compensation, deferred tax assetand valuation allowances, accruals for uncertain tax positions,of inventory, long-lived assets, finite lived intangible assets and impairment of goodwill and long-lived assets.goodwill.

 

These accounting policies are described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended September 30, 2018.2019. Management made no changes to the Company’s critical accounting policies during the quarter ended June 30, 2019.2020.

 

In applying its critical accounting policies, management reassesses its estimates each reporting period based on available information. Changes in these estimates did not have a significant impact on earnings for the nine months or quarter ended June 30, 2019.2020.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2019.2020. Based upon that evaluation, the Company’s Chief Executive Officer and the Company’s Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control over Financial Reporting

 

There were no changes to the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, that occurred during the quarter ended June 30, 2019 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no pending legal proceedings against or involving the Company for which the outcome is likely to have a material adverse effect upon its financial position or results of operations.

 

ITEM 1A. RISK FACTORS

 

The most significant risk factors applicable to the Company are described in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2018.2019, as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K.10-K, as updated.

 


20

 

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.Not applicable.

 

ITEM 6. Exhibits

Exhibit 31.1*Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act
Exhibit 31.2 *Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act
Exhibit 32.1 **Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350

101.INS

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH  

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB 

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)     

 

Exhibit 31.1 – Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act* Filed herewith.
**Furnished herewith.

 

Exhibit 31.2 – Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

 

Exhibit 32.1 – Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350

 

21

 

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.

 

CLEARFIELD, INC.

CLEARFIELD, INC.
August 1, 2019July 30, 2020  /s/ Cheryl Beranek
  

By: Cheryl Beranek

Its: President and Chief Executive Officer

  (Principal Executive Officer)
   
August 1, 2019July 30, 2020 /s/ Daniel Herzog

By: Daniel Herzog

Its: Chief Financial Officer

  

By: Daniel Herzog

Its: Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

20

22