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, 2021 and Part II, Item 1A. "Risk Factors" of this Quarterly Report on Form 10-Q, 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.





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The following discussion and analysis of the Company's financial condition and results of operations as of and for the three and six months ended March 31, 2022 and 2021 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, 2021.





OVERVIEW



General


Clearfield, Inc. ("Clearfield" or the "Company") 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 Broadband Service Providers in the United States ("U.S."), which include Community Broadband, MSO's, and National Carriers, while also serving the broadband needs of the 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 its Legacy customers which include original equipment manufacturers (OEM) requiring copper and fiber cable assemblies built to their specifications.

The Company has historically focused on the unserved or underserved rural communities that receive 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 manufacturing 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 customers, some made through two-tier distribution (channel) partners, sales agents and manufacturing representatives, and sales through original equipment suppliers who private label their products.

Under U.S. federal and state guidance in response to the COVID-19 pandemic, Clearfield's operations are classified as part of the Cybersecurity and Infrastructure Security Agency ("CISA") critical infrastructure sector and similar categorization in Minnesota. In March 2020, we transitioned our corporate employees at our Brooklyn Park headquarters to remote work arrangements and they currently continue primarily working remote. In accordance with the Centers for Disease Control and Prevention ("CDC") and World Health Organization ("WHO") guidelines, we implemented and have continued health and safety measures for the production staff that remain onsite at our Brooklyn Park facility. We have maintained our manufacturing capacity in Brooklyn Park with these personnel at near historic levels. Similarly, we have implemented the recommended health and safety measures for the production staff that remains onsite at our Tijuana, Mexico manufacturing facilities. Throughout the COVID-19 pandemic, the Company has closely monitored the operations and staffing levels at its Brooklyn Park facility and its manufacturing operations in Tijuana, Mexico.

Due to the risks to timely supply of materials to our facilities, we have taken multiple actions to ensure sufficient safety stock inventory levels at both our Minnesota and Mexico facilities. Additionally, we made the decision to maximize the availability of all product lines at all of our plants by assuring that each location can manufacture across our broad product portfolio. These actions, combined with our historic practice of dual sourcing most of our components, has positioned us to meet our obligations to customers and to fulfill our sales order backlog. However, in the event of serious border restrictions or border delays, continuing or worsening component material shortages, supply chain transportation delays, or other serious disruption in our supply chain, 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. In addition, due to the unprecedented lead-times and challenges in the global supply chain, we are working with our customers to place longer lead-time purchase orders to ensure availability of components and materials from our supply chain. Based on current supply chain dynamics, lead times have stretched to 8 to 12 weeks or longer for certain product categories. The Company is working to manage lead times to more historic levels from receipt of purchase order. As part of our forward-looking capacity planning in order to meet the significant demand for our products, we've expanded our operations with two new facilities which came online in the second quarter of fiscal 2022. Our new manufacturing center in Mexico provides us with 318,000 square feet of capacity, and our new distribution center in Minnesota adds 105,000 square feet.


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RESULTS OF OPERATIONS


THREE MONTHS ENDED MARCH 31, 2022 VS. THREE MONTHS ENDED MARCH 31, 2021

Net sales for the second quarter of fiscal 2022 ended March 31, 2022 were $53,495,000, an increase of approximately 80% or $23,802,000, from net sales of $29,692,000 for the second quarter of fiscal 2021. Net sales to Broadband Service Providers were $52,832,000 in the second quarter of fiscal 2022 versus $28,934,000 in the same period of fiscal 2021. Among this group, the Company recorded $1,450,000 in international sales for the second quarter of fiscal 2022 versus $1,948,000 in the same period of fiscal 2021. Net sales to Legacy customers were $662,000 in the second quarter of fiscal 2022 versus $758,000 in the same period of fiscal 2021. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Accordingly, international sales represented 3% and 7% of total net sales for the second quarter of fiscal 2022 and 2021, respectively.

The increase in net sales for the quarter ended March 31, 2022 of $23,802,000 compared to the quarter ended March 31, 2021 was driven primarily by increased sales to Community Broadband Service Providers, and MSO customers of $19,306,000, and $3,335,000, respectively. The increase in sales to these customers was due to continuing increased demand for fiber connectivity products in response to COVID-19 driven by customers accelerating their purchasing decisions and deployment schedules of our fiber optic solutions and the need for high-speed broadband required in the work from anywhere environment.

Revenue from customers is obtained from purchase orders submitted from time to time, with a limited number of customers recently issuing purchase orders for longer time frames. 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 is further limited by global supply chain issues and customer deployment schedules. The Company's ability to recognize revenue in the future for customer orders will depend on the Company's ability to manufacture and deliver products to the customers and fulfill its other contractual obligations.

Cost of sales for the second quarter of fiscal 2022 was $30,331,000, an increase of $13,581,000, or 81%, from $16,750,000 in the comparable period of fiscal 2021. Gross profit percent was 43.3% of net sales in the second quarter of fiscal 2022, a decrease from 43.6% of net sales for the second quarter of fiscal 2021. Gross profit increased $10,222,000 or 79%, to $23,164,000 for the three months ended March 31, 2022 from $12,942,000 in the comparable period in fiscal 2021. The gross profit margin for the quarter remained relatively unchanged from the prior year quarter.

Selling, general and administrative expenses increased $2,743,000 or 32%, to $11,233,000 in the second quarter fiscal 2022 from $8,490,000 for the fiscal 2021 second quarter. The increase in expense in the second quarter of fiscal 2022 consists primarily of increases of $1,375,000 in compensation expense due to additional headcount and increased wages and performance compensation accruals driven by higher net sales, increased professional fees of $502,000, increased travel and entertainment expenses of $228,000 due to reduced COVID-19 travel restrictions, increased stock compensation expense of $224,000 and a recovery of $210,000 related to a bad debt recovery in the prior year.

Income from operations for the quarter ended March 31, 2022 was $11,931,000 compared to $4,451,000 for the comparable quarter of fiscal 2021, an increase of approximately 168%. This increase is attributable to increased gross profit driven by higher sales to the Company's Community Broadband, and MSO customers, offset by higher selling, general and administrative expenses.


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Net investment income for the quarter ended March 31, 2022 was $121,000 compared to $123,000 for the comparable quarter for fiscal 2021. Net investment income for the quarter ended March 31, 2022 is comprised of $82,000 of interest income and $39,000 net realized gains on sales of investments during the quarter. The decrease in interest income is due to lower interest rates earned on investments in the second quarter of fiscal 2022. We expect interest income to decline due to the lower interest rates remaining in the Company's investment portfolio.

We recorded a provision for income taxes of $2,816,000 and $935,000 for the three months ended March 31, 2022 and 2021, 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 $1,881,000 from the second quarter for fiscal 2021 is primarily due to increased income from operations. The income tax expense rate for the second quarter of fiscal 2022 increased to 23.4%, from 20.4% recorded in the second quarter of fiscal 2021, due to increased taxable income.

The Company's net income for the three months ended March 31, 2022 was $9,236,000, or $0.67 per basic share or $0.66 per diluted share. The Company's net income for the three months ended March 31, 2021 was $3,640,000, or $0.27 per basic and diluted share. The increase in basic and diluted earnings per share for the three months ended March 31, 2022 as compared to March 31, 2021 was due to higher net income.

SIX MONTHS ENDED MARCH 31, 2022 VS. SIX MONTHS ENDED MARCH 31, 2021

Net sales for the six months ended March 31, 2022 were $104,604,000, an increase of approximately 84% or $47,819,000, from net sales of $56,784,000 for the six months ended March 31, 2021. Net sales to Broadband Service Providers were $103,238,000 in the six months ended March 31, 2022 versus $55,507,000 in the same period of fiscal 2021. Among this group, the Company recorded $3,441,000 in international sales for the six months ended March 31, 2022 versus $3,008,000 in the same period of fiscal 2021. Net sales to Legacy customers were $1,365,000 in the six months ended March 31, 2022 versus $1,277,000 in the same period of fiscal 2021. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Accordingly, international sales represented 3% and 5% of total net sales for the six months ended 2022 and 2021.

The increase in net sales for the six months ended March 31, 2022 of $47,819,000 compared to the six months ended March 31, 2021 was driven primarily by increased sales to Community Broadband Service Providers, and MSO customers of $75,695,000, and $16,496,000, respectively. The increase to Community Broadband, and MSO customers was due to continuing increased demand for fiber connectivity products in response to COVID-19 driven by customers accelerating their purchasing decisions and deployment schedules of our fiber optic solutions and the need for high-speed broadband required in the work from anywhere environment.

Revenue from customers is obtained from purchase orders submitted from time to time, with a limited number of customers recently issuing purchase orders for longer time frames. 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 is further limited by global supply chain issues. The Company's ability to recognize revenue in the future for customer orders will depend on the Company's ability to manufacture and deliver products to the customers and fulfill its other contractual obligations.

Cost of sales for the six months ended 2022 was $58,468,000, an increase of $25,995,000, or 80%, from $32,473,000 in the comparable period of fiscal 2021. Gross profit percent was 44.1% of net sales for the six months ended March 31, 2022, an increase from 42.8% of net sales for the six months ended March 31, 2021. Gross profit increased $21,825,000 or 90%, to $46,135,000 for the six months ended March 31, 2022 from $24,311,000 in the comparable period in fiscal 2021. The increase in gross profit margin was primarily due to a favorable product mix associated with higher net sales in the Company's Community Broadband market, as well as improved manufacturing efficiencies realized with higher sales volumes, offset by higher freight and transportation costs.

Selling, general and administrative expenses increased $5,009,000 or 31%, to $21,155,000 in the second quarter fiscal 2022 from $16,146,000 for the comparable period of fiscal 2021. The increase in expense in the six months ended March 31, 2022 consists primarily of increases of $2,989,000 in compensation expense due to additional headcount and increased wages and performance compensation accruals driven by higher net sales, increased professional fees of $543,000, increased travel and entertainment expenses of $399,000 due to reduced COVID-19 travel restrictions, increased stock compensation expense of $352,000 and a recovery of $210,000 related to a bad debt recovery in the prior year.


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Income from operations for six months ended March 31, 2022 was $24,981,000 compared to $8,165,000 for the comparable quarter of fiscal 2021, an increase of approximately 206%. This increase is attributable to increased gross profit driven by higher sales to the Company's Community Broadband, and MSO customers, offset by higher selling, general and administrative expenses.

Net investment income for the six months ended March 31, 2022 was $241,000 compared to $257,000 for the comparable quarter for fiscal 2021. Net investment income for the six months ended March 31, 2022 is comprised of $202,000 of interest income and $39,000 net realized gains on sales of investments. The decrease in interest income is due to lower interest rates earned on investments in the six months ended March 31, 2022. We expect interest income to decline due to the lower interest rates remaining in the Company's investment portfolio.

We recorded a provision for income taxes of $5,596,000 and $1,619,000 for the six months ended March 31, 2022 and 2021, 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 $3,977,000 from the six months ended March 31, 2021 is primarily due to increased income from operations. The income tax expense rate for the six months ended March 31, 2022 increased to 22.2%, from 19.2% recorded in the comparable period of fiscal 2021, due to increased taxable income.

The Company's net income for the six months ended March 31, 2022 was $19,626,000, or $1.43 per basic share or $1.41 per diluted share. The Company's net income for the six months ended March 31, 2021 was $6,803,000, or $0.50 per basic and diluted share. The increase in basic and diluted earnings per share for the six months ended March 31, 2022 as compared to March 31, 2021 was due to higher net income.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2022, our principal source of liquidity was our cash, cash equivalents and short-term investments. Those sources total $14,662,000 as of March 31, 2022 compared to $23,590,000 as of September 30, 2021. Our excess cash is invested mainly in certificates of deposit backed by the FDIC, U.S. Treasury securities and money market accounts. Investments considered long-term were $28,448,000 as of March 31, 2022, compared to $36,913,000 as of September 30, 2021. 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 second quarter of fiscal 2022, our cash, cash equivalents and short-term and long-term investments decreased to $43.1 million compared to $58.2 million as of the prior quarter end. We had no long-term debt obligations as of March 31, 2022 or September 30, 2021.

Subsequent to the end of the quarter, we secured a $40 million revolving line of credit from Bremer Bank, National Association that may also be a source of future liquidity. See Note 13, Subsequent Events.

We believe our existing cash equivalents, short-term investments, and line of credit facility 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 including expanding production capacity and facilities as well as inventory growth to meet customer demand, and potential future strategic transactions, the Company's share repurchase program, as well as to mitigate the potential impacts on the Company's business due to COVID-19 or supply chain, logistics, and customer fulfillment risks.





Operating Activities


Net cash used by operating activities totaled $11,282,000 for the six months ended March 31, 2022. This was primarily due to net income of $19,626,000, non-cash expenses for depreciation and amortization of $1,362,000, and stock-based compensation of $1,010,000 in addition to changes in operating assets and liabilities providing and using cash. The primary change in operating assets and liabilities using cash was an increase in inventory of $33,393,000, and increases in accounts receivable of $2,398,000, partially offset by increases in accounts payable and accrued expenses of $3,344,000. The Company increased stocking levels of inventory during the quarter ending March 31, 2022 to support the Company's increased sales order backlog, as well as provide for safety stock for anticipated demand considering current long lead times for components and transportation within the global supply chain. We expect to maintain higher than historic stocking levels through fiscal year 2022. The increase in accounts receivable is due to increased sales in the most recent quarter as well as timing of payments from customers. Accounts receivable balances can be influenced by the timing of shipments for customer projects and payment terms. Days sales outstanding, which measures how quickly receivables are collected, decreased 3 days to 37 days from September 30, 2021 to March 31, 2022. The increase in accounts payable and accrued expenses is due to the timing of payments to vendors and inventory growth.


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Net cash provided by operating activities totaled $6,699,000 for the six months ended March 31, 2021. This was primarily due to net income of $6,803,000, non-cash expenses for depreciation and amortization of $1,139,000, and stock-based compensation of $623,000 in addition to changes in operating assets and liabilities providing cash. The primary changes in operating assets and liabilities using cash include an increase in accounts receivable of $2,908,000, offset by increases in accounts payable and accrued expenses of $1,240,000. The increase in accounts receivable is due to increased sales during the most recent quarter and the timing of payments from customers. Accounts receivable balances can be influenced by the timing of shipments for customer projects and payment terms. Days sales outstanding, which measures how quickly receivables are collected, increased five days to 40 days from September 30, 2020 to March 31, 2021. The increase in accounts payable and accrued expenses is due to the timing of payments to vendors in the quarter and $2,373,000 of fiscal 2020 accrued bonus compensation accruals paid in the first quarter of fiscal 2021.





Investing Activities


We invest our excess cash in money market accounts, U.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 on these investments. During the six months ended March 31, 2022, we received $17,386,000 on sales and maturities of investment securities and used cash to purchase $248,000 of investment securities. Purchases of property, plant and equipment, mainly related to manufacturing equipment and intangible assets, consumed $4,842,000 of cash during the six months ended March 31, 2022.

During the six months ended March 31, 2021, we used cash to purchase $6,448,000 of investment securities and received $6,651,000 on investment securities that matured. Purchases of property, plant and equipment, mainly related to manufacturing equipment, consumed $682,000 of cash during the six months ended March 31, 2021.





Financing Activities



For the six months ended March 31, 2022, we received $249,000 from employees' participation and purchase of stock through our ESPP, we used $281,000 related to share withholding for exercise and taxes associated with the issuance of common stock upon cashless exercise of stock options and used $274,000 to pay for taxes as a result of employees' vesting of restricted shares using share withholding. We did not repurchase common stock under our share repurchase program in the six months ended March 31, 2022.

For the six months ended March 31, 2021, we received $179,000 from employees' participation and purchase of stock through our ESPP, we used $456,000 related to share withholding for taxes associated with the issuance of common stock upon cashless exercise of stock options and used $54,000 to pay for taxes as a result of employees' vesting of restricted shares using share withholding. We did not repurchase common stock under our share repurchase program in the six months ended March 31, 2021.

As of March 31, 2022 and March 31, 2021, we had the authority to purchase approximately $14,981,000 and $4,981,000, respectively, in additional shares under the repurchase program announced on November 13, 2014 that was subsequently increased on April 25, 2017. Effective January 27, 2022, the Company reinstated its stock repurchase program that had been suspended due to COVID uncertainty in April 2020. In addition, effective January 27, 2022, the Company's board of directors increased the share repurchase program by an additional $10 million to an aggregate of $22 million, from the previous $12 million.





CRITICAL ACCOUNTING ESTIMATES



Management utilizes its technical knowledge, cumulative business experience, judgment and other factors in the selection and application of the Company's accounting estimates. The accounting estimates 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 the fair value of investments, stock-based compensation, and valuation of inventory, long-lived assets, finite lived intangible assets and goodwill.


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These accounting estimates 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, 2021. Management made no changes to the Company's critical accounting estimates during the quarter ended March 31, 2022.

In applying its critical accounting estimates, 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 quarter ended March 31, 2022.

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