Clearfield, Inc.

Previous wording

The following discussion and analysis of the Company’s financial condition and results of operations as of and for the three and nine months ended June 30, 2024, and 2023 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, 2023.

Current wording

The following discussion and analysis of the Company’s financial condition and results of operations as of and for the three months ended December 31, 2024, and 2023 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, 2024.

Previous wording

As of July 26, 2022, Clearfield through its Finnish subsidiary, Clearfield Finland Oy, acquired Nestor Cables Oy. Nestor Cables is based in Oulu, Finland, with operations in Keila, Estonia through its wholly owned subsidiary, Nestor Cables Baltics OÜ. Nestor Cables manufactures fiber optic and copper telecommunication cables and equipment which it distributes to telecommunication operators, network owners, electric companies, building contractors, and industrial companies. Prior to our acquisition, Nestor Cables had been a supplier to Clearfield for over a decade and that relationship continued following the closing of the acquisition. Nestor has two types of production processes, the process of making cable in its Finland facility and the finished assembly portion of its business performed in Estonia. Nestor Cables’ customer base includes telecom operators, network owners, contractors, industries and wholesalers. Products are sold via distributors and directly to end users. Nestor Cables is subject to Finnish government regulation, and Nestor Cables Baltics is subject to Estonian government regulation.

Current wording

Nestor Cables is based in Oulu, Finland, with operations in Estonia through its wholly owned subsidiary, Nestor Cables Baltics OÜ. Nestor Cables manufactures fiber optic and copper telecommunication cables and equipment which it distributes to telecommunication operators, network owners, electric companies, building contractors, and industrial companies. Nestor has two types of production processes, the process of making cable in its Finland and Estonia facility and the finished assembly portion of its business performed in Estonia. Nestor Cables’ customer base includes telecom operators, network owners, contractors, industries and wholesalers. Products are sold via distributors and directly to end users. Nestor Cables is subject to Finnish government regulation and Nestor Cables Baltics is subject to Estonian government regulation.

Previous wording

Net sales for the nine months ended June 30, 2024, were $119,933,000, a decrease of approximately 45%, or $99,102,000, from net sales of $219,035,000 for the nine months ended June 30, 2023. Net sales to Broadband Service Providers were $112,203,000 in the nine months ended June 30, 2024, versus $211,231,000 in the same period of fiscal 2023. Among this group, the Company recorded $33,110,000 in international sales for the nine months ended June 30, 2024, versus $37,527,000 in the same period of fiscal 2023. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. Accordingly, international sales represented 28% and 17% of total net sales for the nine months ended June 30, 2024, and June 30, 2023, respectively. Net sales to Legacy customers were $2,310,000 in the nine months ended June 30, 2024, versus $7,804,000 in the same period of fiscal 2023.

Current wording

Net sales for the three months ended December 31, 2024, were $35,476,000, an increase of approximately 4%, or $1,246,000, from net sales of $34,230,000 for the three months ended December 31, 2023. Net sales to Broadband Service Providers were $33,440,000 and $31,915,000 in the three months ended December 31, 2024 and 2023, respectively. Net sales to Legacy customers were $2,036,000 in the three months ended December 31, 2024 versus $2,376,000 for the three months ended December 31, 2023. In addition, the Company recorded $6,144,000 in international sales for the three months ended December 31, 2024 versus $6,669,000 for the three months ended December 31, 2023. The Company allocates sales from external customers to geographic areas based on the location to which the product is transported. International sales represented 17% and 19% of total net sales for the three months ended December 31, 2024 and 2023, respectively.

Previous wording

The decrease in net sales for the quarter ended June 30, 2024, of $12,491,000 compared to the quarter ended June 30, 2023, was primarily driven by decreased sales to Large Regional customers of $12,092,000, or 76%, and MSO customers of $3,637,000, or 39%, partially offset by increased sales to International customers of $2,307,000, or 16%. The decrease in sales in the Large Regional Service Provider customer and MSO customer markets for the quarter ended June 30, 2024, as compared to the quarter ended June 30, 2023, is due to lower demand as customers digest existing products previously purchased during the period of long lead time supply chain created by the pandemic. The increase in sales to International customers was driven by increased sales by the Nestor Cables segment during the current quarter.

Current wording

The increase in net sales for the three months ended December 31, 2024, of $1,246,000 compared to the three months ended December 31, 2023, was primarily driven by increased sales to National Carrier customers of $1,409,000, or 106%, Community Broadband customers of $1,029,000, or 8%, and MSO customers of $327,000, or 6%, partially offset by decreased sales to Large Regional Service Provider customers of $638,000, or 8%, International customers of $525,000, or 8%, and Legacy customers of $355,000, or 42%. The increase in sales in the National Carrier and Community Broadband customer markets for the three months ended December 31, 2024, as compared to the three months ended December 31, 2023, is due to increased demand in the quarter. The decrease in sales to International customers was driven by decreased sales by the Nestor Cables segment during the quarter.

Previous wording

Loss from operations for the nine months ended June 30, 2024, was $20,210,000 compared to income from operations of $35,571,000 for the comparable quarter of fiscal 2023, a decrease of 157%. The decrease is the result of decreased net sales and gross profit margin and increased selling, general and administrative expenses explained above.

Current wording

Loss from operations for the three months ended December 31, 2024, was $3,975,000 compared to loss from operations of $8,162,000 for the three months ended December 31, 2023, a decrease of approximately 51%. The decreased loss from operations is the result of increased net sales and gross profit margin, as well as lower selling, general and administrative expenses as explained above.

Previous wording

Net investment income for the quarter ended June 30, 2024, was $1,735,000 compared to $1,630,000 for the comparable quarter for fiscal 2023. The increase in interest income is due to higher interest rates earned during the three months ended June 30, 2024, as compared to the prior year quarter.

Current wording

Net investment income for the three months ended December 31, 2024, was $1,744,000 compared to $2,069,000 for the three months ended December 31, 2023. The decrease in interest income is due to lower interest rates earned on investments during the quarter.

Previous wording

Interest expense for the quarter ended June 30, 2024, remained relatively consistent at $153,000, compared to $195,000 for the comparable period of fiscal 2023. Interest expense incurred during these periods is related to factoring liabilities in the Nestor segment.

Current wording

Interest expense for the three months ended December 31, 2024, remained relatively consistent at $100,000, compared to $126,000 for the three months ended December 31, 2023. Interest expense incurred during these periods is related to factoring liabilities in the Nestor segment.

Previous wording

The Company recorded an income tax benefit of $277,000 and an income tax expense of $1,842,000 for the three months ended June 30, 2024, and 2023, 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 $2,119,000 in the third quarter of fiscal 2024 from the third quarter of fiscal 2023 is primarily due to decreased income from operations. The income tax expense rate for the third quarter of fiscal 2024 increased to 38.2% from 26.1% recorded in the third quarter of fiscal 2023 due to the higher percentage impact of discrete items due to a low level of pre-tax book loss in the third quarter.

Current wording

The Company recorded an income tax benefit of $426,000 and $951,000 for the three months ended December 31, 2024, and 2023, respectively. We record our quarterly provision for income taxes based on our estimated annual effective tax rate for the year. The decrease in tax benefit of $525,000 is primarily due to decreased loss from operations. The income tax expense rate for the three months ended December 31, 2024, increased to 18.3% from 15.3% recorded for the three months ended December 31, 2023, due to the higher percentage impact of discrete items and a lower level of pre-tax book loss in the first quarter.

Previous wording

The Company’s net loss for the three months ended June 30, 2024, was $447,000, or $0.04 per basic and diluted share. The Company’s net income for the three months ended June 30, 2023, was $5,218,000, or $0.33 per basic and diluted share. The decrease in basic and diluted earnings per share for the three months ended June 30, 2024, as compared to June 30, 2023, was due to lower net income as a result of decreased net sales and gross profit margin and increased selling, general and administrative expenses as detailed above.

Current wording

The Company’s net loss for the three months ended December 31, 2024, was $1,906,000, or $0.13 per basic and diluted share. The Company’s net loss for the three months ended December 31, 2023, was $5,268,000, or $0.35 per basic and diluted share. The decrease in basic and diluted loss per share for the three months ended December 31, 2024, as compared to December 31, 2023, was due to lower net loss as a result of increased net sales and gross profit margin and decreased selling, general and administrative expenses as detailed above.

Previous wording

Revenue from customers is obtained from purchase orders submitted from time to time, with a limited number of customers 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 customer deployment schedules and factors affecting customer ordering patterns, including the digestion of customer’s excess inventory. 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.

Current wording

Revenue from customers is obtained from purchase orders submitted from time to time. 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 customer deployment schedules and factors affecting customer ordering patterns, including the digestion of customer’s excess inventory. 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. The Company’s future financial results, particularly cost of sales and gross profit, would be negatively impacted by any tariffs that may be imposed on imports from Mexico where we have substantial manufacturing operations or, to a lesser extent, by tariffs that may be imposed on imports from certain other countries. Tariffs by the U.S. government and any retaliatory tariffs on U.S. goods also may cause customers to delay or suspend orders or seek less expensive alternatives to our products, which may negatively impact our future revenue. The current situation is dynamic, and the ultimate impact will be dependent on the products and countries covered by tariffs, tariff rates, and duration of tariffs, all of which are currently unknown.

Previous wording

The following table provides net sales and net income for the Clearfield segment for the three and nine months ended:

Current wording

The following table provides net sales and net income for the Clearfield segment for the three months ended:

Previous wording

Net income (loss) in the Clearfield segment for the three months ended June 30, 2024, decreased 109%, or $5,627,000, as compared to the three months ended June 30, 2023. Net income (loss) in the Clearfield segment for the nine months ended June 30, 2024, decreased 129%, or $39,125,000, as compared to the nine months ended June 30, 2023, driven by the changes in sales outlined above, as well as lower gross profit margin which was negatively affected by the buildup in capacity that was not utilized and increased reserves for excess inventory.

Current wording

Net loss in the Clearfield segment for the three months ended December 31, 2024, decreased 89%, or $2,938,000, as compared to the three months ended December 31, 2023, driven by the changes in sales outlined above, as well as increased gross profit margin which was positively affected by decreased provision for excess inventory reserves of $2,455,000.

Previous wording

The following table provides net sales and net income for the Nestor Cables segment for the three and nine months ended:

Current wording

The following table provides net sales and net income for the Nestor Cables segment for the three months ended:

Previous wording

Net sales in the Nestor Cables segment increased 13%, or $1,695,000, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, excluding sales to the Clearfield Segment. Net sales in the Nestor Cables segment decreased 6%, or $1,810,000 for the nine months ended June 30, 2024, as compared to the nine months ended June 30, 2023, excluding sales to the Clearfield Segment.

Current wording

Net sales in the Nestor Cables segment decreased 6%, or $351,000, for the three months ended December 31, 2024, as compared to the three months ended December 31, 2023, excluding sales to the Clearfield Segment. The decrease in net sales for the Nestor Cables segment was driven by decreased demand in the quarter.

Previous wording

As of June 30, 2024, our principal source of liquidity was our cash, cash equivalents, and short-term investments. These sources total $123,819,000 as of June 30, 2024, compared to $168,113,000 as of September 30, 2023. Additionally, we have a line of credit for $40 million that has no outstanding borrowing as of June 30, 2024. Our excess cash is invested mainly in certificates of deposit backed by the FDIC, U.S. Treasury securities, and money market funds. Investments considered long-term were $24,180,000 as of June 30, 2024, compared to $6,343,000 as of September 30, 2023. We believe the combined balances of short-term cash and investments, long-term investments, along with our line of credit provide a more accurate indication of our available liquidity. As of June 30, 2024, our cash, cash equivalents, and short-term and long-term investments totaled $147,999,000, compared to $174,456,000 as of September 30, 2023.

Current wording

As of December 31, 2024, our principal source of liquidity was our cash, cash equivalents, and short-term investments. These sources total $113,014,000 as of December 31, 2024, compared to $130,992,000 as of September 30, 2024. Additionally, we have a line of credit for $40 million that has no outstanding borrowing as of December 31, 2024. Our excess cash is invested mainly in U.S. Treasury securities, certificates of deposit backed by the FDIC, and money market funds. Investments considered long-term were $41,916,000 as of December 31, 2024, compared to $24,505,000 as of September 30, 2024. We believe the combined balances of short-term cash and investments, long-term investments, along with our line of credit provide a more accurate indication of our available liquidity. As of December 31, 2024, our cash, cash equivalents, and short-term and long-term investments totaled $154,930,000, compared to $155,497,000 as of September 30, 2024.

Previous wording

Net cash provided by operating activities totaled $13,481,000 for the nine months ended June 30, 2023. This was primarily due to net income of $29,837,000, non-cash expenses for depreciation and amortization of $4,411,000, stock-based compensation of $2,504,000, and non-cash income related to amortization of discounts on investments of $2,429,000, in addition to changes in operating assets and liabilities providing and using cash. The primary change in operating assets and liabilities using cash was a decrease in accounts payable and accrued expenses of $20,326,000 and an increase in inventory of $21,510,000. The decrease in accounts payable and accrued expenses is due to the timing of payments to vendors. The Company increased stocking levels of inventory during the quarter ending June 30, 2023, to support previously anticipated demand. The primary change in operating assets and liabilities providing cash was a decrease in accounts receivable of $24,519,000. Days sales outstanding, which measures how quickly receivables are collected, decreased 5 days to 47 days as of June 30, 2023, compared to 52 days from September 30, 2022.

Current wording

Net cash provided by operating activities totaled $7,150,000 for the three months ended December 31, 2024. This consisted of a net loss of $1,906,000, non-cash expenses for depreciation and amortization of $1,838,000, stock-based compensation of $1,139,000, amortization of discounts on investments of $766,000 and increased deferred income taxes of $544,000, in addition to changes in operating assets and liabilities providing and using cash. The primary change in operating assets and liabilities providing cash was a decrease in inventory of $6,871,000 and a decrease in accounts receivable of $6,873,000. The decrease in inventory is due to decreased inventory purchases during the three months ended December 31, 2024, as the Company utilizes inventory on hand to fulfill customer orders and achieve lower stocking levels. The decrease in accounts receivable is due to decreased net sales during the three months ended December 31, 2024. Days sales outstanding, which measures how quickly receivables are collected, decreased 11 days to 36 days as of December 31, 2024, compared to 47 days from December 31, 2023. The primary change in operating assets and liabilities using cash was a decrease in accounts payable and accrued expenses of $5,328,000 due to timing of payments and the payment of fiscal year 2024 incentive compensation accruals during the three months ended December 31, 2024, along with an increase in other assets of $1,027,000, related to the increases in prepaid taxes and prepaid expenses.

Previous wording

Net cash provided by operating activities totaled $8,464,000 for the nine months ended June 30, 2024. This consisted of a net loss of $11,626,000, non-cash expenses for depreciation and amortization of $5,481,000, stock-based compensation of $3,437,000, amortization of discounts on investments of $3,304,000 and increased deferred income taxes of $3,523,000, in addition to changes in operating assets and liabilities providing and using cash. The primary change in operating assets and liabilities providing cash was a decrease in inventory of $23,440,000 and a decrease in accounts payable and accrued expenses of $1,643,000. The decrease in inventory is due to decreased inventory purchases during the nine months ending June 30, 2024, as the Company utilizes inventory on hand to fulfill customer orders and achieve lower stocking levels to support the decreased sales order backlog, as well as higher excess inventory reserves. The primary change in operating assets and liabilities using cash was an increase in other assets of $8,030,000, related to the increases in prepaid taxes and prepaid expenses.

Current wording

Net cash provided by operating activities totaled $10,800,000 for the three months ended December 31, 2023. This consisted of a net loss of $5,268,000, non-cash expenses for depreciation and amortization of $1,651,000, stock-based compensation of $1,271,000 and amortization of discounts on investments of $1,160,000, in addition to changes in operating assets and liabilities providing and using cash. The primary change in operating assets and liabilities providing cash was a decrease in accounts receivable of $11,750,000, and a decrease in inventory of $4,169,000. The decrease in accounts receivable is due to the decrease in sales volume in the three months ended December 31, 2023. Days sales outstanding decreased 6 days to 47 days as of December 31, 2023, compared to 53 days from September 30, 2023. The decrease in inventory is due to decreased inventory purchases in the three months ended December 31, 2023 as the Company utilizes inventory on hand to fulfill customer orders and achieve lower stocking levels to support the decreased sales order backlog, as well as higher excess inventory reserves. The primary change in operating assets and liabilities using cash was a decrease in accounts payable and accrued expenses of $2,108,000, due to the timing of payments to vendors and lower inventory purchases in the three months ended December 31, 2023.

Previous wording

We invest our excess cash in money market accounts, U.S. Treasury securities, money market funds, and bank certificates of deposit in denominations across numerous banks. We believe we obtain a competitive rate of return given the economic climate and relative risk profile of these investments. During the nine months ended June 30, 2024, we received proceeds from the maturity of investment securities of $142,067,000 and used cash to purchase $124,137,000 of investment securities. Purchases of property, plant, and equipment, mainly related to manufacturing equipment and intangible assets, consumed $5,608,000 of cash during the nine months ended June 30, 2024.

Current wording

We invest our excess cash in money market accounts, U.S. Treasury securities, money market funds, and bank certificates of deposit in denominations across numerous banks. We believe we obtain a competitive rate of return given the economic climate and relative risk profile of these investments. During the three months ended December 31, 2024, we received proceeds from the maturity of investment securities of $54,476,000 and used cash to purchase $39,015,000 of investment securities. Purchases of property, plant, and equipment, mainly related to manufacturing equipment and intangible assets, consumed $2,069,000 of cash during the three months ended December 31, 2024.

Previous wording

During the nine months ended June 30, 2023, we received proceeds from maturities of investments of $105,077,000 and used cash to purchase $210,923,000 of investment securities. Purchases of property, plant and equipment, mainly related to manufacturing equipment and intangible assets, consumed $6,529,000 of cash during the nine months ended June 30, 2023.

Current wording

For the three months ended December 31, 2023, we received proceeds from the maturity of investment securities of $51,068,000 and used cash to purchase $47,748,000 of investment securities. Purchases of property, plant, and equipment, mainly related to manufacturing equipment and intangible assets, consumed $2,412,000 of cash for the three months ended December 31, 2023.

Previous wording

For the nine months ended June 30, 2024, we used cash to repurchase $33,374,000 of our common stock on the open market under our stock repurchase program, which includes U.S. Federal excise taxes. We received $586,000 from employees’ participation and purchase of stock through our ESPP, used $240,000 for payment of withholding taxes for vesting of restricted stock grants, and used $9,000 related to share withholding for the exercise price and taxes associated with the issuance of common stock upon cashless exercises of stock options.

Current wording

For the three months ended December 31, 2024, we used cash to repurchase $6,275,000 of our common stock on the open market under our stock repurchase program, which includes U.S. Federal excise taxes. We received $301,000 from employees’ participation and purchase of stock through our ESPP and used $491,000 for payment of withholding taxes for vesting of restricted stock grants. The Company also borrowed cash of $77,000 on repayments on factored accounts receivables, net of borrowings.

Previous wording

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, 2023. Management made no changes to the Company’s critical accounting estimates during the quarter ended June 30, 2024.

Current wording

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, 2024. Management made no changes to the Company’s critical accounting estimates during the three months ended December 31, 2024.

Previous wording

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 June 30, 2024.

Current wording

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 three months ended December 31, 2024.