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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the quarterly period ended December 31, 2024

 

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)

 

Minnesota

 

41-1347235

(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)

 

(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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

CLFD

The Nasdaq Stock Market

 

 

Indicate by check mark whether the registrant (1) has 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.

 

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).

 

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. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

1

 

 

Large accelerated filer ☐

Non-accelerated filer ☐

 

Accelerated filer ☒

Smaller reporting company

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          ☒ 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 as of January 31, 2025

Common stock, par value $.01

14,131,537

 

 

 

 

 

 

 

 

2

  

 

 

3

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

 

CLEARFIELD, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(IN THOUSANDS, EXCEPT SHARE DATA)

 
   

December 31,
2024 (Unaudited)

   

September 30,
2024

 

Assets

               

Current Assets

               

Cash and cash equivalents

 

$

30,453

   

$

16,167

 

Short-term investments

   

82,561

     

114,825

 

Accounts receivables, net

   

14,064

     

21,309

 

Inventories, net

   

59,224

     

66,766

 

Other current assets

   

11,609

     

10,528

 

Total current assets

   

197,911

     

229,595

 
                 

Property, plant and equipment, net

   

23,717

     

23,953

 
                 

Other Assets

               

Long-term investments

   

41,916

     

24,505

 

Goodwill

   

6,493

     

6,627

 

Intangible assets, net

   

6,103

     

6,343

 

Right-of-use lease assets

   

18,276

     

15,797

 

Deferred tax asset

   

6,622

     

6,135

 

Other

   

2,192

     

2,320

 

Total other assets

   

81,602

     

61,727

 

Total Assets

 

$

303,230

   

$

315,275

 
                 

Liabilities and Shareholders Equity

               

Current Liabilities

               

Current portion of lease liability

 

$

3,651

   

$

3,357

 

Accounts payable

   

4,325

     

6,720

 

Accrued compensation

   

5,400

     

6,977

 

Accrued expenses

   

2,562

     

4,378

 

Factoring liability

   

2,790

     

2,920

 

Total current liabilities

   

18,728

     

24,352

 
                 

Other Liabilities

               

Long-term debt, net of current maturities

   

2,072

     

2,228

 

Long-term portion of lease liability

   

14,995

     

12,771

 

Deferred tax liability

   

-

     

161

 

Total liabilities

   

35,795

     

39,512

 
                 

Shareholders’ Equity

               

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

   

-

     

-

 

Common stock, authorized 50,000,000, $.01 par value; 14,131,537 and 14,229,107 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively

   

141

     

142

 

Additional paid-in capital

   

154,254

     

159,579

 

Accumulated other comprehensive (loss) income

   

(17

)

   

1,079

 

Retained earnings

   

113,057

     

114,963

 

Total shareholders’ equity

   

267,435

     

275,763

 

Total Liabilities and Shareholders Equity

 

$

303,230

   

$

315,275

 

 

 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

4

 

 

 

CLEARFIELD, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

(UNAUDITED)

 

(IN THOUSANDS, EXCEPT SHARE DATA)

 
   

Three Months Ended

   

Three Months Ended

 
   

December 31,

   

December 31,

 
   

2024

   

2023

 
                 

Net sales

 

$

35,476

   

$

34,230

 
                 

Cost of sales

   

27,294

     

29,533

 
                 

Gross profit

   

8,182

     

4,697

 
                 

Operating expenses

               

Selling, general and administrative

   

12,158

     

12,859

 

Loss from operations

   

(3,976

)

   

(8,162

)

                 

Net investment income

   

1,744

     

2,069

 

Interest expense

   

(100

)

   

(126

)

                 

Loss before income taxes

   

(2,332

)

   

(6,219

)

                 

Income tax benefit

   

(426

)

   

(951

)

Net loss

 

$

(1,906

)

 

$

(5,268

)
                 

Net loss per share Basic

 

$

(0.13

)

 

$

(0.35

)

Net loss per share Diluted

 

$

(0.13

)

 

$

(0.35

)
                 

Weighted average shares outstanding:

               

Basic

   

14,213,025

     

15,212,945

 

Diluted

   

14,213,025

     

15,212,945

 

 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

5

 

 

 

 

CLEARFIELD, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

(UNAUDITED)

 

(IN THOUSANDS)

 
   

Three Months Ended

   

Three Months Ended

 
   

December 31,

   

December 31,

 
   

2024

   

2023

 
                 

Comprehensive (loss) income:

               

Net loss

 

$

(1,906

)

 

$

(5,268

)

Other comprehensive (loss) income, net of tax

               

Unrealized (loss) gain on available-for-sale investments

   

(125

)

   

291

 

Unrealized (loss) gain on foreign currency translation

   

(971

)

   

729

 

Total other comprehensive (loss) income

   

(1,096

)

   

1,020

 
                 

Total comprehensive loss

 

$

(3,002

)

 

$

(4,248

)

 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

6

 

 

 

CLEARFIELD, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

 

(UNAUDITED)

 

(IN THOUSANDS)

 
                                                 

For three months ended December 31, 2024

                         

Accumulated other

                 
   

Common Stock

   

Additional

   

comprehensive

   

Retained

   

Total share-

 
   

Shares

   

Amount

   

paid-in capital

   

income (loss)

   

earnings

   

holders’ equity

 

Balance as of September 30, 2024

   

14,229

   

$

142

   

$

159,579

   

$

1,079

   

$

114,963

   

$

275,763

 

Stock based compensation expense

   

-

     

-

     

1,139

     

-

     

-

     

1,139

 

Issuance of common stock under employee stock purchase plan

   

11

     

-

     

301

     

-

     

-

     

301

 

Issuance of common stock under equity compensation plans, net

   

105

     

1

     

(1

)

   

-

     

-

     

-

 

Repurchase of shares for payment of withholding taxes for vested restricted stock grants

   

(17

)

   

-

     

(491

)

   

-

     

-

     

(491

)

Repurchase of common stock

   

(196

)

   

(2

)

   

(6,273

)

   

-

     

-

     

(6,275

)

Other comprehensive loss

   

-

     

-

     

-

     

(1,096

)

   

-

     

(1,096

)

Net loss

   

-

     

-

     

-

     

-

     

(1,906

)

   

(1,906

)

Balance at December 31, 2024

   

14,132

   

$

141

   

$

154,254

   

$

(17

)

 

$

113,057

   

$

267,435

 
                                                 

For three months ended December 31, 2023

                         

Accumulated other

                 
   

Common Stock

   

Additional

   

comprehensive

   

Retained

   

Total share-

 
   

Shares

   

Amount

   

paid-in capital

   

income (loss)

   

earnings

   

holders’ equity

 

Balance as of September 30, 2023

   

15,254

   

$

153

   

$

188,218

   

$

(544

)

 

$

127,336

   

$

315,163

 

Stock-based compensation expense

   

-

     

-

     

1,271

     

-

     

-

     

1,271

 

Issuance of common stock under employee stock purchase plan

   

10

     

-

     

250

     

-

     

-

     

250

 

Issuance of common stock under equity compensation plans, net

   

120

     

-

     

-

     

-

     

-

     

-

 

Repurchase of shares for payment of withholding taxes for vested restricted stock grants

   

(9

)

   

-

     

(236

)

   

-

     

-

     

(236

)

Repurchase of common stock

   

(436

)

   

(4

)

   

(12,181

)

   

-

     

-

     

(12,185

)

Adoption of new accounting pronouncement

   

-

     

-

     

-

     

-

     

80

     

80

 

Other comprehensive income

   

-

     

-

     

-

     

1,020

     

-

     

1,020

 

Net loss

   

-

   

 

-

   

 

-

   

 

-

   

 

(5,268

)

 

 

(5,268

)

Balance at December 31, 2023

   

14,939

   

$

149

   

$

177,322

   

$

476

   

$

122,148

   

$

300,095

 

 

 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

7

 

 

CLEARFIELD, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(UNAUDITED)

 

(IN THOUSANDS)

 
   

Three Months Ended

   

Three Months Ended

 
   

December 31,

   

December 31,

 
   

2024

   

2023

 

Cash flows from operating activities

               

Net loss

  $ (1,906 )   $ (5,268 )

Adjustments to reconcile net loss to net cash provided by operating activities:

               

Depreciation and amortization

    1,838       1,651  

Amortization of discount on investments

    (766 )     (1,160 )

Deferred taxes

    (544 )     (320 )

Stock-based compensation

    1,139       1,271  

Changes in operating assets and liabilities, net of acquired amounts:

               

Accounts receivable

    6,873       11,750  

Inventories, net

    6,871       4,169  

Other assets

    (1,027 )     815  

Accounts payable and accrued expenses

    (5,328 )     (2,108 )

Net cash provided by operating activities

    7,150       10,800  
                 

Cash flows from investing activities

               

Purchases of property, plant and equipment and intangible assets

    (2,069 )     (2,412 )

Purchases of investments

    (39,015 )     (47,748 )

Proceeds from sales and maturities of investments

    54,476       51,068  

Net cash provided by investing activities

    13,392       908  
                 

Cash flows from financing activities

               

Proceeds from issuance of common stock under employee stock purchase plan

    301       250  

Repurchase of shares for payment of withholding taxes for vested restricted stock grants

    (491 )     (236 )

Net borrowings and repayments of factoring liability

    77       (2,972 )

Repurchase of common stock

    (6,275 )     (12,184 )

Net cash used in financing activities

    (6,388 )     (15,142 )
                 

Effect of exchange rates on cash

    132       91  

Increase (decrease) in cash and cash equivalents

    14,286       (3,343 )

Cash and cash equivalents, beginning of year

    16,167       37,827  

Cash and cash equivalents, end of year

  $ 30,453     $ 34,484  
                 

Supplemental disclosures for cash flow information

               

Cash paid during the year for income taxes

  $ 405     $ 61  

Cash paid for interest

  $ 58     $ 86  

Right of use assets obtained through lease liabilities

  $ 3,663     $ -  

Non-cash financing activities

               

Cashless exercise of stock options

  $ 9     $ -  

 

SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

8

 

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Note 1. Summary of Significant Accounting Policies

 

Unless the context otherwise requires, for purposes of this Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” the “Company,” and “Clearfield,” refer to Clearfield, Inc. and subsidiaries.

 

Basis of Presentation

 

The accompanying (a) condensed consolidated balance sheet as of September 30, 2024, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements as of and for the three months ended December 31, 2024 have been prepared by 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. In the opinion of management, the condensed consolidated 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, seasonality, and other factors. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

 

In preparation of the Company’s condensed consolidated 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.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of Clearfield, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

New Accounting Pronouncements Not Yet Adopted

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is intended to enhance financial reporting by requiring incremental disclosures for significant segment expenses on an annual and interim basis by public entities required to report segment information in accordance with Accounting Standards Codification Topic 280. The amendments in ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements and early adoption is permitted. This standard will be applicable to the Company for the 2025 annual period and quarterly periods thereafter. The Company is evaluating its disclosure approach for ASU 2023-07 and anticipates adopting the standard for the year ended September 30, 2025, and filings thereafter.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The Company is evaluating its disclosure approach for ASU 2023-09 and anticipates adopting the standard for the annual period starting October 1, 2025.

 

The FASB issued ASU No. 2024-03, (Subtopic 220-4012): Disaggregation of Income Statement Expenses. The ASU No. 2024-03 addresses the disaggregation of income statement expenses under that aims to provide more detailed information about the types of expenses included in commonly presented expense captions, such as cost of sales, selling, general, and administrative expenses (SG&A), and research and development. The ASU 2024-04 can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating its disclosure approach for ASU 2024-03 and anticipates adopting the standard for the annual period starting October 1, 2027.


 

9

  

Correction of Prior Period Error

 

As disclosed in Note 1 to Company’s 2024 Form 10-K, the Company identified a prior period error in the presentation of its Consolidated Statement of Cash Flows. Management determined its presentation of the net borrowings and repayments of factoring receivables was incorrectly presented within the ‘Accounts payable and accrued expenses’ line within operating activities as opposed to being presented within financing activities. As corrected in the Condensed Consolidated Statements of Cash Flows, Accounts payable and accrued expenses and Net cash provided by operating activities are each increased by $2,972,000 for the three months ended December 31, 2023, and Net borrowings and repayments of factoring liability and Net cash used in financing activities are each increased by $2,972,000 for the three months ended December 31, 2023. This correction had no impact on the previously reported condensed consolidated balance sheets, condensed consolidated statements of earnings, condensed consolidated statement of comprehensive income, or condensed consolidated statements of shareholders’ equity. The Company also will correct previously reported financial information for such immaterial errors in future filings, as applicable.

 

 

Note 2. Net Loss Per Share

 

Basic net loss per common share (“EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding for the reporting period. Diluted EPS equals net loss 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, when dilutive.

 

The following is a reconciliation of the numerator and denominator of the net loss per common share computations for the three months ended December 31, 2024, and 2023:

 

   

Three Months Ended December 31,

 

(In thousands, except for share data)

 

2024

   

2023

 

Net loss

 

$

(1,906

)

 

$

(5,268

)

Weighted average common shares

   

14,213,025

     

15,212,945

 

Dilutive potential common shares

   

-

     

-

 

Weighted average dilutive common shares outstanding

   

14,213,025

     

15,212,945

 

Net loss per common share:

               

Basic

 

$

(0.13

)

 

$

(0.35

)

Diluted

 

$

(0.13

)

 

$

(0.35

)

  

For the three months ended December 31, 2024, 404,836 stock options and 76,121 performance stock units were not included in the computation of diluted net income per share because the effect would have been anti-dilutive. For the three months ended December 31, 2023, 363,692 stock options and 47,745 performance stock units were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

 

Note 3. Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The following table presents the Company’s cash and cash equivalents balances:

 

(In thousands)

 

December 31,

2024

   

September 30,

2024

 

Cash and cash equivalents:

               

Cash, including money market accounts

 

$

6,881

   

$

5,789

 

Money market funds

   

23,572

     

10,378

 

Total cash and cash equivalents

 

$

30,453

   

$

16,167

 

 

The Company maintains cash balances at multiple financial institutions, and at times, such balances exceeded insured limits. The Company has not experienced any losses in such accounts.

 

 

10

  

 

Note 4. Investments

 

The Company invests in United States Treasury (“Treasuries”) securities with terms of not more than five years and certificates of deposit (“CDs”) that are fully insured by the Federal Deposit Insurance Corporation (“FDIC”), as well as money market funds. The Company’s investment portfolio is classified as available-for-sale, which is reported on the consolidated balance sheet at fair value. The unrealized gain or loss on investment securities is recorded in other comprehensive income, net of tax. Realized gains and losses on available-for-sale securities are recognized upon sale and are included in net investment income in the condensed consolidated statement of earnings.

 

As of December 31, 2024, available-for-sale investments consisted of the following:

 

   

December 31, 2024

 

(In thousands)

 

Amortized Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Short-Term

                               

U.S. Treasury securities

 

$

82,005

   

$

215

   

$

(159

)

 

$

82,061

 

Certificates of deposit

   

500

     

-

     

-

     

500

 

Investment securities – short-term

 

$

82,505

   

$

215

   

$

(159

)

 

$

82,561

 

Long-Term

                               

U.S Treasury securities

 

$

41,801

   

$

14

   

$

(136

)

 

$

41,679

 

Certificates of deposit

   

248

     

-

     

(11

)

   

237

 

Investment securities – long-term

 

$

42,049

   

$

14

   

$

(147

)

 

$

41,916

 

 

As of September 30, 2024, available-for-sale investments consist of the following:

 

   

September 30, 2024

 

(In thousands)

 

Amortized Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Short-Term

                               

U.S. Treasury securities

 

$

113,987

   

$

382

   

$

(45

)

 

$

114,324

 

Certificates of deposit

   

500

     

1

     

-

     

501

 

Investment securities – short-term

 

$

114,487

   

$

383

   

$

(45

)

 

$

114,825

 

Long-Term

                               

U.S Treasury securities

 

$

24,514

   

$

-

   

$

(245

)

 

$

24,269

 

Certificates of deposit

   

248

     

-

     

(12

)

   

236

 

Investment securities – long-term

 

$

24,762

   

$

-

   

$

(257

)

 

$

24,505

 

 

As of December 31, 2024, investments in debt securities in an unrealized loss position were as follows:

 

   

In Unrealized Loss Position For Less Than 12 Months

   

In Unrealized Loss Position For Greater Than 12 Months

 

(In thousands)

 

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 

U.S treasury securities

 

$

37,773

   

$

(69

)

 

$

6,535

   

$

(226

)

Certificates of deposit

   

-

     

-

     

237

     

(11

)

Investment securities

 

$

37,773

   

$

(69

)

 

$

6,772

   

$

(237

)

 

 

11

  

 

As of September 30, 2024, investments in debt securities in an unrealized loss position were as follows:

 

   

In Unrealized Loss Position For Less Than 12 Months

   

In Unrealized Loss Position For Greater Than 12 Months

 

(In thousands)

 

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 

U.S treasury securities

  $ 19,719     $ (39 )   $ 6,500     $ (250 )

Certificates of deposit

    -       -       236       (12 )

Investment securities

  $ 19,719     $ (39 )   $ 6,736     $ (262 )

 

As of December 31, 2024, there were 7 securities in an unrealized loss position which is due to the market paying a higher interest rate than the coupon rate on these securities. As of September 30, 2024, there were 6 securities in an unrealized loss position which is due to the securities paying lower interest rates than the market. As of December 31, 2024, and September 30, 2024, there are no securities which are other than temporarily impaired as the Company intends to hold these securities until their value recovers and there is negligible credit risk due to the nature of the securities which are backed by the FDIC and U.S. federal government. The Company had no allowance for credit losses on investments for the three months ended December 31, 2024.

 

 

Note 5. Fair Value Measurements

 

The Company determines the fair value of its assets and liabilities based on the market price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of Treasuries and CDs based on valuations provided by an external pricing service, which obtains them from a variety of industry standard data providers.

 

The Company’s investments are categorized according to the three-level fair value hierarchy which distinguishes between observable and unobservable inputs, in one of the following levels:

 

Level 1- Quoted prices in active markets for identical assets or liabilities.             

 

Level 2- Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3- Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those with fair value measurements that are determined using pricing models, discounted cash flow valuation or similar techniques, as well as significant management judgment or estimation.

 

The following provides information regarding fair value measurements for the Company’s investment securities as of December 31, 2024, according to the three-level fair value hierarchy:

 

   

Fair Value Measurements as of December 31, 2024

 

(In thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Cash equivalents:

                               

Money market funds

  $ 23,572     $ 23,572     $ -     $ -  

Total cash equivalents

  $ 23,572     $ 23,572     $ -     $ -  

Investment securities:

                               

Certificates of deposit

  $ 737     $ -     $ 737     $ -  

U.S. Treasury securities

    123,740       -       123,740       -  

Total investment securities

  $ 124,477     $ -     $ 124,477     $ -  

 

The following provides information regarding fair value measurements for the Company’s investment securities as of September 30, 2024, according to the three-level fair value hierarchy:

 

 

12

  

 

   

Fair Value Measurements as of September 30, 2024

 

(In thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Cash equivalents:

                               

Money market funds

  $ 10,378     $ 10,378     $ -     $ -  

Total cash equivalents

  $ 10,378     $ 10,378     $ -     $ -  

Investment securities:

                               

Certificates of deposit

    738       -       738       -  

U.S. Treasury securities

  $ 138,592     $ -     $ 138,592     $ -  

Total investment securities

  $ 139,330     $ -     $ 139,330     $ -  

 

During the three months ended December 31, 2024, and the year ended September 30, 2024, the Company owned no Level 3 securities and there were no transfers within the fair value level hierarchy.

 

Non-financial assets such as equipment and leasehold improvements, goodwill and intangible assets, and right-of-use assets for operating leases are subject to non-recurring fair value measurements if they are deemed impaired. The Company had no re-measurements of non-financial assets to fair value during the three months ended December 31, 2024, and the year ended September 30, 2024.

 

 

Note 6. Other Comprehensive Income (Loss)

 

Changes in components of other comprehensive income (loss), net of tax, are as follows:

 

(In thousands)

 

Available-for-Sale Securities

   

Foreign Currency Translation

   

Accumulated Other Comprehensive Income (Loss)

 

Balances at September 30, 2024

 

$

66

    $

1,013

   

$

1,079

 

Other comprehensive (loss) for the three months ended December 31, 2024

   

(125

)

   

(971

)

   

(1,096

)

Balances at December 31, 2024

 

$

(59

)

 

$

42

 

 

$

(17

)

 

Components of other comprehensive loss for the three months ended December 31, 2024 are as follows:

 

   

Three Months Ended December 31, 2024

 

(In thousands)

 

Before Tax

   

Tax Effect

   

Net of Tax Amount

 

Unrealized (loss) on available-for-sale securities

 

$

(158

)

 

$

33

   

$

(125

)

Unrealized (loss) on foreign currency translation

   

(1,159

)

   

188

     

(971

)

Other comprehensive (loss)

 

$

(1,317

)

 

$

221

   

$

(1,096

)

 

Components of other comprehensive income for the three months ended December 31, 2023 are as follows:

 

   

Three Months Ended December 31, 2023

 

(In thousands)

 

Before Tax

   

Tax Effect

   

Net of Tax Amount

 

Unrealized gain on available-for-sale securities

 

$

390

   

$

(99

)

 

$

291

 

Unrealized gain on foreign currency translation

   

915

     

(186

)

   

729

 

Other comprehensive gain

 

$

1,305

   

$

(285

)

 

$

1,020

 

 

 

13

  

 

Note 7. Stock-Based Compensation

 

The Company recorded $1,139,000 of compensation expense related to current and past restricted stock grants, non-qualified stock options, performance stock units, and the Company’s Employee Stock Purchase Plan (“ESPP”) for the three months ended December 31, 2024. For the three months ended December 31, 2024, $1,097,000 of this expense is included in selling, general and administrative expense, and $42,000 is included in cost of sales. As of December 31, 2024, $8,910,000 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 2.9 years

 

The Company recorded $1,271,000 of compensation expense related to current and past restricted stock grants, non-qualified stock options, performance stock units, and the Company’s ESPP for the three months ended December 31, 2023. For the three months ended December 31, 2023, $1,227,000 of this expense is included in selling, general and administrative expense, and $44,000 is included in cost of sales. As of December 31, 2023, $8,668,000 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 2.9 years.

 

Stock Options

 

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. During the three months ended December 31, 2024, the Company granted employees non-qualified stock options to purchase an aggregate of 38,198 shares of common stock with a weighted average contractual term of five years, a weighted average vesting term of approximately three years, and a weighted average exercise price of $30.90 per share. During the three months ended December 31, 2023, the Company granted employees non-qualified stock options to purchase an aggregate of 111,299 shares of common stock with a weighted average contractual term of five years, a weighted average three-year vesting term, and a weighted average exercise price of $26.18per share.

 

The fair value of stock option awards during the three months ended December 31, 2024, was estimated as of the respective grant dates using the assumptions listed below:

 

   

Three months ended December 31, 2024

 

Dividend yield

    0.00 %

Expected volatility

    58.07 %

Risk-free interest rate

    4.20 %

Expected life (years)

 

3.5

 

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 as of the grant date on zero-coupon U.S. governmental bonds with a remaining life similar to the expected option term.

 

Options are granted with exercise prices at fair market values determined on the date of grant and vesting normally occurs over a three to five-year period. 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 three months ended December 31, 2024:

 

   

Number of options

   

Weighted average exercise price

 

Outstanding as of September 30, 2024

    366,984     $ 33.83  

Granted

    38,198       30.90  

Exercised

    (346 )     26.18  

Forfeited or expired

    -       -  

Outstanding as of December 31, 2024

    404,836     $ 33.56  

 

14

  

The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. As of December 31, 2024, the weighted average remaining contractual term for all outstanding and exercisable stock options was 2.51 years and their aggregate intrinsic value was $5,663,083.

 

Restricted Stock

 

During the three months ended December 31, 2024, the Company granted employees restricted stock awards totaling 104,691 shares of common stock, with a vesting term of approximately three years and a fair value of $30.90 per share based on the stock price on the grant date. During the three months ended December 31, 2023, the Company granted employees restricted stock awards totaling 121,884 shares of common stock, with a vesting term of approximately three years and a fair value of $26.18 per share based on the stock price on the grant date.

 

During the three months ended December 31, 2024, the Company granted the non-employee directors restricted stock awards totaling 610 shares of common stock, with a vesting term of approximately one year and a fair value of $32.74 per share.

 

Restricted stock transactions during the three months ended December 31, 2024, are summarized as follows:

 

   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2024

    162,207     $ 34.91  

Granted

    105,301       30.91  

Vested

    (57,089 )     64.31  

Forfeited

    (500 )     26.18  

Unvested as of December 31, 2024

    209,919     $ 32.54  

 

Performance Stock Units

 

During the three months ended December 31, 2024, the Company granted 50,747 performance stock units which entitle the participant to receive one share of the Company’s common stock for each performance stock unit awarded, subject to the achievement of fiscal year 2025 performance goals. Achievement of the goals can result in 50%, 100%, or 150% of the shares being awarded, which have a vesting term of 3 years. The Company has determined the fair value per underlying share of the performance stock unit awards to be $30.90 as of the grant date.

 

Compensation expense for the performance stock units is measured using the fair value of our common stock at the grant date. As of December 31, 2024, the Company believes it is probable that 100% of these performance stock unit awards will vest based on achievement of established performance goals and has recognized compensation cost accordingly.

 

During the three months ended December 31, 2023, the Company granted 47,745 performance stock units which entitled the participant to receive one share of the Company’s common stock for each performance stock unit awarded, upon achievement of a fiscal year 2024 performance goal. The Company has determined the fair value per underlying share of the performance stock unit awards to be $26.18 as of the grant date. The 2024 fiscal year performance goal was not met, and the shares were forfeited during the three months ended December 31, 2024.

 

The following is a summary of performance stock unit activity during the three months ended December 31, 2024:

 

   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2024

   

47,745

   

$

26.18

 

Granted

   

50,747

     

30.90

 

Vested

   

-

     

-

 

Forfeited

   

(47,745

)

   

26.18

 

Unvested as of December 31, 2024

   

50,747

   

$

30.90

 

 

 

 

15

  

 

Employee Stock Purchase Plan

 

The Company’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 those participating employees the ability to 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 phases, with phases beginning on January 1 and July 1 of each calendar year. For the phase that ended on December 31, 2024, employees purchased 11,415 shares at a price of $26.35 per share. For the phase that ended on December 31, 2023, employees purchased 10,104 shares at a price of $24.72 per share After the employee purchase on December 31, 2024, 133,134 shares of common stock were available for future purchase under the ESPP.

 

 

Note 8. Revenue

 

Revenue Recognition

 

Our revenue is comprised of the sale of our products to customers and is recognized when the Company satisfies its performance obligations under the applicable sales contract. A performance obligation is a promise in a sales contract to transfer a distinct product or service to a customer. Substantially all our sales contracts have a single performance obligation and are short term in nature. We recognize revenue by transferring the promised products to the customer, with substantially all revenue recognized at the point in time when the customer obtains control of the products. Shipping and handling costs charged to our customers are included in net sales, while the corresponding shipping expenses are included in cost of sales. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenue) basis.

 

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 customers in Europe, the Caribbean, Canada, Central and South America.

 

Revenues related to the following geographic areas were as follows for the three months ended:

 

   

Three Months Ended December 31,

 

(In thousands)

 

2024

   

2023

 

United States

 

$

29,332

   

$

27,561

 

All other countries

   

6,144

     

6,669

 

Total Net Sales

 

$

35,476

   

$

34,230

 

 

The Company sells its products to the Broadband Service Provider marketplace. In addition, the Company provides products to original equipment manufacturers requiring copper and fiber cable assemblies built to their specification (Legacy). 

 

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

 

   

Three Months Ended December 31,

 
   

2024

   

2023

 

Broadband service providers

   

94

%

   

93

%

Other customers

   

6

%

   

7

%

Total Net Sales

   

100

%

   

100

%

 

 

16

  

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 Tier 3 customers; National Carriers, which includes large national and global wireline and wireless providers, also referred to as Tier 1 customers; Large Regional Service Providers with a national footprint; 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. On October 1, 2023, the Company adopted the cumulative expected credit loss model (CECL). Upon adoption of CECL, the Company measures the allowance for credit losses using an expected credit loss model, which uses a lifetime expected credit loss allowance for all accounts receivable. To measure the expected credit losses, accounts receivable are grouped based on shared credit risk characteristics and the days past due. In calculating an allowance for credit losses, the Company uses its historical experience, external indicators, and forward-looking information to calculate expected credit losses using an aging method. The Company assesses impairment of accounts receivable on a collective basis as they possess shared credit risk characteristics which have been grouped based on the days past due. The expected loss rates are based on the Company’s historical credit losses experience. The historical loss rates are adjusted to reflect current and forward-looking information. As of December 31, 2024, and September 30, 2024, the Company’s allowance for credit losses was $0.

 

See Note 9 “Major Customer Concentration” for further information regarding accounts receivable and net sales.

 

 

Note 9. Major Customer Concentration

 

For the three months ended December 31, 2024, the Company had one customer that comprised 15% of the Company’s net sales. The customer is a distributor.

 

For the three months ended December 31, 2023, the Company had two customers that comprised 19% and 16% of the Company’s net sales, respectively. Both of these customers are distributors.

 

As of December 31, 2024, two customers accounted for 15% and 12% of accounts receivable, respectively. Both of these customers are distributors. As of September 30, 2024, three customers accounted for 16%, 11%, and 10% of accounts receivable, respectively. These customers are all distributors.

 

 

Note 10. Inventories

 

Inventories consist of finished goods, raw materials, and work-in-process and are stated at average cost, subject to the lower of cost or net realizable value. Certain components of the Company’s inventory classified as raw materials or finished goods can be used as a component to manufacture products or can be sold directly to the customer. Inventory is valued using material costs, labor charges, and allocated factory overhead charges and consists of the following:

 

(In thousands)

 

December 31,

2024

   

September 30,

2024

 

Raw materials

 

$

47,411

   

$

56,842

 

Work-in-process

   

1,644

     

1,790

 

Finished goods

   

25,977

     

23,389

 

Inventories, gross

   

75,032

     

82,021

 

Inventory reserve

   

(15,808

)

   

(15,255

)

Inventories, net

 

$

59,224

   

$

66,766

 

 

On a regular basis, the Company reviews its inventory and identifies that which is excess, slow moving, and obsolete by considering factors such as inventory levels, expected product life, and forecasted sales demand. A reserve is established for any identified excess, slow moving, and obsolete inventory through a charge to cost of sales. Inventory write-down charges may be required in the future if there is a significant decline in demand for the Company’s products and the Company does not adjust its manufacturing production accordingly, if new products are not accepted by the market, or if products are end of life through life cycle management.

 

 

17

  

 

 

Note 11. Goodwill and Intangible Assets

 

The Company tests goodwill for impairment annually at fiscal year-end, or more frequently when events or changes in circumstances indicate that the asset might be impaired. The Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The result of the analysis performed as of September 30, 2024, did not indicate an impairment of goodwill. During the three months ended December 31, 2024, there were no triggering events that indicate potential impairment exists.

 

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 December 31, 2024, the Company has 55 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. during fiscal year 2018 and the acquisition of Nestor Cables in fiscal year 2022. 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, 2024, did not indicate an impairment of our intangible assets. During the three months ended December 31, 2024, there were no triggering events that indicate potential impairment exists.

 

The changes in the carrying amount of goodwill by reportable segment for the three months ended December 31, 2024, and 2023 were as follows:

 

(In thousands)

 

Clearfield, Inc.

   

Nestor Cables

   

Total

 

Balance as of September 30, 2024

 

$

4,709

   

$

1,918

   

$

6,627

 

Currency translation effect on foreign goodwill balances

   

-

     

(134

)

   

(134

)

Balance as of December 31, 2024

 

$

4,709

   

$

1,784

   

$

6,493

 

 

 

(In thousands)

 

Clearfield, Inc.

   

Nestor Cables

   

Total

 

Balance as of September 30, 2023

 

$

4,709

   

$

1,819

   

$

6,528

 

Currency translation effect on foreign goodwill balances

   

-

     

87

     

87

 

Balance as of December 31, 2023

 

$

4,709

   

$

1,906

   

$

6,615

 

 

Finite life intangible assets as of December 31, 2024, are as follows:

 

   

December 31, 2024

 

(In thousands)

 

Useful Life (Years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net Book Value Amount

 

Customer relationships

    15     $ 4,778     $ 1,884     $ 2,894  

Certifications

    8       1,068       918       150  

Trademarks

    8-10       1,081       610       471  

Patents

    20       1,330       232       1,098  

Developed Technology

    10       321       77       244  

Other

    5       6       6       -  

Software

    1-3       3,846       2,600       1,246  

Totals

          $ 12,430     $ 6,327     $ 6,103  

 

 

18

  

Finite life intangible assets as of September 30, 2024, are as follows:

 

   

September 30, 2024

 

(In thousands)

 

Useful Life (Years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net Book Value Amount

 

Customer relationships

    15     $ 4,856     $ 1,815     $ 3,041  

Certifications

    8       1,068       884       184  

Trademarks

    8-10       1,120       588       532  

Patents

    20       1,302       219       1,083  

Developed Technology

    10       346       75       271  

Other

    5       6       6       -  

Software

    1-3       3,475       2,243       1,232  

Totals

          $ 12,173     $ 5,830     $ 6,343  

 

Amortization expense related to these assets was $527,000 and $310,000 for the three months ended December 31, 2024, and 2023, respectively. Estimated future amortization expense for identifiable intangibles during the next five years is as follows:

 

(In thousands)

 

Estimated amortization expense

 

FY 2025 (remaining)

 

$

1,326

 

FY 2026

   

774

 

FY 2027

   

547

 

FY 2028

   

460

 

FY 2029

   

446

 

Thereafter

   

2,550

 

Total

 

$

6,103

 

  

 

Note 12. Segment Reporting

 

The Company’s reportable segments are based on the Company’s method of internal reporting. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. The internal reporting of these operating segments is defined based in part on the reporting and review process used by the Company’s Chief Executive Officer.

 

The Company has two reportable segments: (1) Clearfield; and (2) Nestor Cables. Clearfield’s Finnish holding company, Clearfield Finland Oy, purchased Nestor Cables Oy, including its Estonian subsidiary, Nestor Cables Baltics OÜ, on July 26, 2022. These entities comprise the Nestor Cables Segment.

 

 

19

  

 

The following table summarizes the amounts between the two reportable segments for the three months ended December 31, 2024, and 2023:

 

   

Three months ended December 31, 2024

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Revenue from external customers

 

$

29,698

   

$

6,444

   

$

-

   

$

35,476

 

Revenue from internal customers (Clearfield, Inc.)

   

-

     

666

     

(666

)

   

-

 

Net investment income

   

1,804

     

-

     

(60

)

   

1,744

 

Interest expense

   

-

     

162

     

(62

)

   

100

 

Depreciation and amortization

   

1,513

     

325

     

-

     

1,838

 

Stock based compensation

   

1,050

     

89

     

-

     

1,139

 

Income tax benefit (expense)

   

53

     

(479

)

   

-

     

(426

)

Net loss

   

(494

)

   

(1,438

)

   

26

     

(1,906

)

Capital expenditures

   

1,751

     

318

     

-

     

2,069

 

 

 

   

Three months ended December 31, 2023

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Revenue from external customers

 

$

28,101

   

$

6,129

   

$

-

   

$

34,230

 

Revenue from internal customers (Clearfield, Inc.)

   

-

     

883

     

(883

)

   

-

 

Net investment income

   

2,127

     

2

     

(60

)

   

2,069

 

Interest expense

   

-

     

184

     

(58

)

   

126

 

Depreciation and amortization

   

1,297

     

354

     

-

     

1,651

 

Stock based compensation

   

1,222

     

49

     

-

     

1,271

 

Income tax benefit (expense)

   

(583

)

   

(368

)

   

-

     

(951

)

Net loss

   

(3,383

)

   

(1,759

)

   

(126

)

   

(5,268

)

Capital expenditures

   

1,227

     

1,125

     

-

     

2,352

 

 

The following table summarizes the amounts between the two reportable segments as of December 31, 2024, and as of September 30, 2024:

 

   

December 31, 2024

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Goodwill

 

$

4,709

   

$

1,784

   

$

-

   

$

6,493

 

Total assets

 

$

291,656

   

$

35,167

   

$

(23,593

)

 

$

303,230

 

 

 

   

September 30, 2024

 

(in thousands)

 

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

Goodwill

 

$

4,709

   

$

1,918

   

$

-

   

$

6,627

 

Total assets

 

$

300,472

   

$

38,773

   

$

(23,970

)

 

$

315,275

 

  

 

Note 13. Financing Receivables

 

Nestor Cables factors certain of its accounts receivable, with recourse provisions that are accounted for as a secured borrowing. Nestor Cables has a total factoring liability of $2,790,000 as of December 31, 2024. Nestor receives cash for 80% of the receivable balance from the bank initially and the remaining 20% when the invoice is paid up to a limit of €12.5 million ($12.9 million as of December 31, 2024). Due to the conditions mentioned above, these transactions do not qualify as a sale and are thus accounted for as secured borrowing. The contractual interest rate on Nestor’s factoring arrangements is the 3-month Euribor rate plus a range of 0.75% to 1.3%. The average interest rate for the three months ended December 31, 2024, was 4.44%. The average interest rate for the three months ended December 31, 2023, was 5.21%. These agreements are indefinite with a termination notice period ranging from zero to one month.

 

 

Note 14. Income Taxes

 

For the three months ended December 31, 2024, the Company recorded an income tax benefit of $426,000, reflecting an effective tax rate of 18.3%. The difference between the effective tax rate and the statutory tax rate for the three months ended December 31, 2024, was primarily due to discrete events during the period, including excess tax shortfall from vesting of restricted stock.

 

20

  

 

For the three months ended December 31, 2023, the Company recorded an income tax benefit of $951,000, reflecting an effective tax rate of 15.3%. The difference between the effective tax rate and the statutory tax rate for the three months ended December 31, 2023, was primarily related to excess tax shortfall from vesting of restricted stock, 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 asset for expected utilization using a “more likely than not” criteria by assessing the available positive and negative factors surrounding its recoverability and determined that as of December 31, 2024, and September 30, 2024, a valuation allowance against the deferred tax assets is not required. The Company will continue to assess the need for a valuation allowance based on changes in assumptions of estimated future income and other factors in future periods.

 

As of December 31, 2024, the Company does 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 15. Leases

 

The Company leases an approximately 85,000 square foot facility at 7050 Winnetka Avenue North, Brooklyn Park, Minnesota consisting of corporate offices, manufacturing, and warehouse space. The lease term is 13 years and two months, ending on February 29, 2028.

 

The Company indirectly leases an approximately 318,000 square foot manufacturing facility in Tijuana, Mexico that operates as a Maquiladora. The lease term commenced in April 2024 and has a term of seven years, of which five years are mandatory. The lease contains two options to extend the term of the lease for additional periods of five years each. The lease calls for monthly base rental payments of approximately $169,000, increasing 2% annually. The renewal options have not been included within the lease term because it is not reasonably certain that the Company will exercise either option.

 

The Company leases an approximately 105,000 square foot warehouse and manufacturing facility in Brooklyn Park, Minnesota. The lease term is five years ending on February 28, 2027, with rent payments increasing annually. The lease includes an option to extend the lease for an additional five years. The renewal option has not been included within the lease term because it is not reasonably certain that the Company will exercise the option.

 

Nestor Cables leases an approximately 25,000 square foot manufacturing facility in Oulu, Finland, which is utilized for the operations of Nestor Cables. The original lease term ended on October 31, 2022, but auto renewed and will continue to auto renew indefinitely until terminated with two years written notice. It is not reasonably certain that the Company will exercise the termination option. The lease calls for monthly rental payments of approximately €40,000. Rent is increased each year on January 1st based upon the cost-of-living index published by the Finnish government.

 

Nestor Cables previously leased a facility in Keila, Estonia which was terminated in the first quarter of fiscal 2025, with the operations of the Keila facility being consolidated into the Nestor Cables facility in Tabasalu, Estonia.

 

Nestor Cables leases a manufacturing facility in Tabasalu, Estonia, which was expanded in the first quarter of fiscal 2025 from approximately 49,000 square feet to approximately 115,000 square feet and which is utilized for the operations of Nestor Cables Baltics. The lease term is 10 years ending in November 2034. The lease for the facility calls for monthly rental payments of approximately €63,000. Rent for the portion of the lease pertaining to the original 49,000 square foot facility, which has a monthly base rental of €24,000, is increased each year on May 1st based upon the cost-of-living index published by the Estonian government and is capped at 5%.

 

Right-of-use lease assets and lease liabilities are recognized as of the commencement date based on the present value of the remaining 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.

 

21

  

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

 

Operating lease expense within:

 

Three Months Ended December 31,

 

(in thousands)

 

2024

   

2023

 

Cost of sales

 

$

1,069

   

$

1,057

 

Selling, general and administrative

   

91

     

77

 

Total lease expense

 

$

1,160

   

$

1,134

 

 

Future maturities of lease liabilities were as follows as of December 31, 2024 (in thousands):

 

FY2025(Remaining)

 

$

3,562

 

FY2026

   

4,798

 

FY2027

   

3,905

 

FY2028

   

3,319

 

FY2029

   

2,017

 

Thereafter

   

4,717

 

Total lease payments

   

22,318

 

Less: Interest

   

(3,672

)

Present value of lease liabilities

 

$

18,646

 

 

The weighted average term and weighted average discount rate for the Company’s leases as of December 31, 2024, were 5.82 years and 6.48%, respectively, compared to 4.94 years and 3.79%, respectively, as of December 31, 2023. For the three months ended December 31, 2024 and December 31, 2023, the operating cash outflows from our leases were $1,679,000 and $1,042,000, respectively.

 

 

Note 16. Debt

 

On April 27, 2022, the Company entered into a loan agreement and a security agreement with a bank that provides the Company with a $40,000,000 revolving line of credit that is secured by certain of the Company’s U.S. assets. The line of credit matures on April 27, 2025, and borrowed amounts will bear interest at a variable rate of the CME Group one-month term Secured Overnight Financing Rate (“SOFR”) plus 1.85%, but not less than 1.80% per annum. As of December 31, 2024, the interest rate was 6.42%. The loan agreement and the security agreement contains customary affirmative and negative covenants and requirements relating to the Company and its operations, including a requirement that the Company maintain a debt service coverage ratio of not less than 1.20 to 1 as of the end of each fiscal year for the fiscal year then ended and maintain a debt to cash flow ratio of not greater than 2 to 1 measured as of the end of each of the Company’s fiscal quarters for the trailing twelve (12) month period. Debt service coverage ratio is the ratio of Cash Available for Debt Service to Debt Service, each as defined in the loan agreement. Debt and Cash Flow are also as defined in the loan agreement for the purposes of the debt to cash flow ratio covenant.

 

On August 5, 2024, the Company entered into an amendment to the loan agreement that, among other things, (i) eliminated the requirement that the Company maintain a debt service coverage ratio of not less than 1.20 to 1 as of the end of each fiscal year for the fiscal year then ended and that the Company maintain a debt to cash flow ratio of not greater than 2 to 1 measured as of the end of each of the Company’s fiscal quarters for the trailing 12 month period; and (ii) added a requirement that the Company maintain accounts with the bank with a minimum aggregate liquidity of unrestricted and unencumbered cash and cash equivalents at all times of not less than the outstanding principal balance of the Company’s revolving credit promissory note payable to the bank. The Company was in compliance with the debt covenant for the three months ended December 31, 2024. The line of credit is collateralized by Clearfield, Inc.’s assets of $291,656,000 as of December 31, 2024. The outstanding principal balance on the line of credit was zero at December 31, 2024 and September 30, 2024.

 

During March 2021, Nestor Cables entered into a loan agreement, providing a €2 million senior loan with a term of three years. The Finland Government pays the interest, capped at 5% with the interest to be paid by the Finnish Government when the loan is used as intended and is repayable with a 2% additional interest penalty if there is a violation of the terms. The loan expired on March 31, 2024. A new loan was issued under the same program with consistent terms as detailed above and is due on March 31, 2026. The repayment and issuance of these loans occurred in April 2024. The loan is fully secured by a Finnish government guarantee. As of December 31, 2024, and September 30, 2024, the Company owed €2,000,000 on this loan, which equates to $2,072,000 and $2,228,000, respectively. As of September 30, 2024, Nestor Cables was not in compliance with the annual equity ratio covenant but received a waiver from the bank. The interest expense associated with this loan has been presented net of government payments on the Company’s income statement.

 

 

22

  

 

 

ITEM 2. MANAGEMENTS 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 Companys expected future business and financial performance. Words such as “may, plan, expect, aim, believe, project, target, anticipate, intend, estimate, will, should, could, outlook, continue 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, 2024 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, Managements 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 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.

 

OVERVIEW

 

General

 

Clearfield, Inc., together with its subsidiaries, is referred to in this report as “we,” “us,” “our,” and the “Company.” We design, manufacture, and distribute fiber protection, fiber management, and fiber delivery solutions to enable rapid and cost-effective fiber-fed deployment throughout the broadband service provider space primarily across North America. Our “fiber to anywhere” platform serves the unique requirements of Community Broadband customers (Tier 2 and 3 telco carriers, utilities, municipalities, and alternative carriers), Multiple System Operators (cable television), Large Regional Service Providers (ILEC operating a multi-state network with more than 500,000 subscribers), National Carriers (wireline/wireless national telco carriers (Tier 1)), and International customers (primarily Europe, Canada, Mexico, and Caribbean Markets).

 

We are engaged in global operations. Our operations currently comprise of two reportable segments: the Clearfield Operating Segment (referred to herein as “Clearfield”), and the Nestor Cables Operating Segment (referred to herein as “Nestor Cables” or “Nestor”), which we established following our acquisition of Nestor Cables on July 26, 2022. Prior to July 26, 2022, we had a single reportable segment structure.

 

Clearfield Operating Segment

 

Clearfield is focused on providing fiber management, fiber protection, and fiber delivery products that accelerate the turn-up of fiber-based networks in residential homes, businesses, and network infrastructure in the wireline and wireless access network. We offer a broad portfolio of fiber products that allow service providers to build fiber networks faster, meet service delivery demands, and align build costs with take rates.

 

 

23

 

Clearfield’s products allow its customers to connect twice as many homes in their Fiber to the Home (“FTTH”) builds by using fewer resources in less time. Our products speed up the time to revenue for our service provider customers in Multiple Dwelling Units (“MDUs”) and Multiple Tenant Units (“MTUs”) by reducing the amount of labor and materials needed to provide gigabit service. Our products help make business services more profitable through faster building access, easier reconfiguration, and quicker services turn-up. Finally, Clearfield is removing barriers to wireless 4G/5G deployments in backhaul from the tower to the cloud and fiber fronthaul from the tower to the antenna at the cell site through better fiber management, test access, and fiber protection.

 

Substantially all of the final build and assembly is completed at Clearfield’s plants 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.

 

Nestor Cables Operating Segment

 

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.

 

RESULTS OF OPERATIONS

 

THREE MONTHS ENDED DECEMBER 31, 2024, VS. THREE MONTHS ENDED DECEMBER 31, 2023

 

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.

 

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.

 

Order backlog as of December 31, 2024 was $26,028,000, an increase of 3.6% compared to $25,133,000 as of September 30, 2024, and a decrease of $17,423,000, or 40%, from December 31, 2023. This aligns with the ordering patterns we anticipated from service providers during the winter season.

 

 

24

 

Cost of sales for the three months ended December 31, 2024 was $27,294,000, a decrease of $2,239,000, or 8%, from $29,533,000 for the three months ended December 31, 2023. Gross profit percent was 23.1% of net sales for the three months ended December 31, 2024, an increase from 13.7% of net sales for the three months ended December 31, 2023. Gross profit increased $3,486,000, or 74%, to $8,182,000 for the three months ended December 31, 2024, from $4,696,000 for the three months ended December 31, 2023. The improvement in gross margin from the prior year quarter was due to lower excess inventory charges of $2,346,000 in the current quarter, reflecting improved inventory utilization and beneficial recoveries from previously reserved inventory.

 

Selling, general and administrative expenses for the three months ended December 31, 2024 were $12,158,000 in comparison to $12,859,000 for the three months ended December 31, 2023, a decrease of $701,000 or 6% as a result of cost management efforts to lower expenses.

 

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.

 

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.

 

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.

 

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.

 

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.

 

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.

 

Reportable Segments

 

The Company’s reportable segments are based on the Company’s method of internal reporting. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. The internal reporting of these operating segments is defined based, in part, on the reporting and review process used by the Company’s Chief Executive Officer.

 

Reportable segments are as follows:

 

 

Clearfield Segment – The Clearfield segment designs, manufactures, and sells fiber management, protection, and delivery solutions. For the three months ended December 31, 2024, and 2023, net sales from the Clearfield segment comprised 84% and 82% of the Company’s total net sales, respectively.

 

25

 

 

Nestor Cables Segment – The Nestor Cables segment designs, manufactures, and sells fiber optic and copper telecommunication cables and equipment. For the three months ended December 31, 2024, and 2023, net sales from the Nestor Cables segment comprised 16% and 18% of the Company’s total net sales, respectively.

 

Clearfield Segment

 

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

 

(In thousands)

 

December 31, 2024

   

December 31, 2023

 

Segment net sales

 

$

29,698

   

$

28,101

 

Segment net loss

   

(355

)

   

(3,293

)

 

Net sales in the Clearfield segment increased 6%, or $1,597,000, for the three months ended December 31, 2024, as compared to the three months ended December 31, 2023, resulting from increased sales to its National Carrier and Community Broadband customers as both markets had increased demand in the quarter.

 

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.

 

Nestor Cables Segment

 

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

 

(In thousands)

 

December 31, 2024

   

December 31, 2023

 

Segment net external sales

 

$

5,778

   

$

6,129

 

Segment net loss

 

$

(1,551

)

 

$

(1,975

)

 

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.

 

Net loss in the Nestor Cables segment for the three months ended December 31, 2024, decreased 21%, or $424,000, as compared to the three months ended December 31, 2023.

 

Liquidity and Capital Resources

 

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.

 

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 beyond the next 12 months. The Company intends on utilizing its available cash and assets primarily for its continued organic growth, potential future strategic transactions, and the Company’s share repurchase program.

 

 

26

 

Operating Activities

 

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.

 

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.

 

Investing Activities

 

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.

 

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.

 

Financing Activities

 

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.

 

27

 

For the three months ended December 31, 2023, we used cash to repurchase $12,184,000 of our common stock on the open market under our stock repurchase program. The Company also used cash of $2,972,000 on repayments on factored accounts receivables, net of borrowings. We received $250,000 from employees’ participation and purchase of stock through our ESPP and used $236,000 for payment of withholding taxes for vesting of restricted stock grants.

 

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.

 

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.

 

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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Clearfield is exposed to market risk due to the risk of loss arising from adverse changes in interest rates, foreign currency exchange rates, and commodity prices. Changes in those factors could impact the Company’s results of operations and financial condition. For a discussion of sensitivity analysis related to these types of market risks, refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended September 30, 2024. There have been no material changes in information that would have been provided in the context of Item 3 for the three months ended December 31, 2024.

 

The Company currently invests its excess cash in bank certificates of deposit that are fully insured by the Federal Deposit Insurance Corporation and United States Treasury securities with terms of not more than five years, as well as money market funds. The fair value of these investments fluctuates subject to changes in market interest rates.

 

Foreign Exchange Rates

 

The Company uses the U.S. Dollar as its reporting currency. The functional currency of Nestor Cables is the Euro. The changing relationships of the U.S. Dollar to the Euro could have a material impact on our financial results. Fluctuations in the Euro to U.S. Dollar exchange rate impacts our condensed consolidated balance sheets, as well as sales, cost of sales, and net income. If the Euro had appreciated or depreciated by 10% relative to the U.S. Dollar, our operating expenses for the three months ended December 31, 2024, would have increased or decreased by approximately $144,000, or approximately 1%, for the three months ended December 31, 2024. We do not hedge against foreign currency fluctuations. As such, fluctuations in foreign currency exchange rates could have a material impact on the Company’s condensed consolidated financial statements.

 

Inflation

 

Rising costs, including wages, logistics, components, and commodity prices, are negatively impacting our profitability. We are subject to market risk from fluctuating market prices of certain purchased commodities and raw materials such as fiber cable and other components, which has outpaced our ability to reduce the cost structure and manufacturability or increase prices. We do not hedge commodity prices. Accordingly, inflation impacts our profitability, including cost of sales and operating expenses, and may have a material impact on the Company’s condensed consolidated financial statements.

 

 

 

28

 

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 December 31, 2024. 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 three months ended December 31, 2024, 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 II, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2024. There have been no material changes from the risk factors previously disclosed.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The Company repurchased shares of stock associated with exercise and satisfaction of employee tax withholding requirements on vesting or exercise of equity awards under the Company’s Stock Compensation Plans for the three months ended December 31, 2024, as well as the repurchase of shares on the open market under the Company’s stock repurchase program. Accordingly, the Company’s purchases of equity securities for the three months ended December 31, 2024, were as follows:

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

 

Total
Number
of Shares
Purchased

   

Average
Price Paid
per Share

   

Total Number of
Shares
Purchased as Part
of Publicly
Announced Plans
or Programs

   

Approximate Dollar Value
of Shares that
May Yet Be Purchased
Under the Program (1)

 

October 1-31, 2024

   

-

     

-

     

-

   

$

24,923,000

 

November 1-30, 2024

   

55,879

   

$

31.23

     

38,500

   

$

23,669,000

 

December 1-31, 2024

   

157,930

   

$

31.52

     

157,930

   

$

18,691,000

 

Total

   

213,809

   

$

31.45

     

196,430

   

$

18,691,000

 
                                 

(1) Effective April 30, 2024, the Company’s board of directors increased the share repurchase program to an aggregate of $65 million from the prior $40 million.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

29

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

During the three months ended December 31, 2024, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408(a).

 

 

ITEM 6. EXHIBITS

 

3.1 – Restated Articles of Incorporation of APA Optics, Inc. (n/k/a Clearfield, Inc.) dated November 3, 1983, and Articles of Amendment dated December 9, 1983, July 30, 1987, March 22, 1989, September 14, 1994 and August 17, 2000. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.)

 

3.1(a) – Articles of Amendment to Articles of Incorporation dated August 25, 2004. (Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.)

 

3.2 – Amended and Restated Bylaws of Clearfield, Inc. (Incorporated by reference to the Companys Current Report on Form 8-K dated February 26, 2016.)

 

10.1 – Form of Performance Stock Unit Award Agreement adopted November 25, 2024 under the Clearfield, Inc. 2022 Stock Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K dated November 26, 2024.)

 

31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act

 

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

 

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

 

101 – The following materials from Clearfield, Inc.’s Quarterly Report on Form 10-Q for the period ended December 31, 2024 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at December 31, 2024 and 2023; (ii) Condensed Consolidated Statements of Earnings for the three months ended December 31, 2024 and 2023; (iii) Condensed Consolidated Statements of Shareholders’ Equity for the three months ended December 31, 2024 and 2023; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024 and 2023; and (v) Notes to the Condensed Consolidated Financial Statements.

 

104 - Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

30

 

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.

   

February 7, 2025

/s/ Cheryl Beranek

 

By: Cheryl Beranek

Its: President and Chief Executive Officer

 

(Principal Executive Officer)

   

February 7, 2025

/s/ Daniel Herzog

 

By: Daniel Herzog

Its: Chief Financial Officer

 

(Principal Financial and Accounting Officer)

 

 

 

 

31

Exhibit 31.1

CERTIFICATION

I, Cheryl Beranek, certify that:

 

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Clearfield, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

February 7, 2025

 

/s/ Cheryl Beranek

   

By: Cheryl Beranek, President and Chief Executive Officer

   

(Principal Executive Officer)

 

Exhibit 31.2

CERTIFICATION

I, Daniel Herzog, certify that:

 

 

1.

I have reviewed this Quarterly Report on Form 10-Q of Clearfield, Inc.;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

February 7, 2025

 

/s/ Daniel Herzog

   

By: Daniel Herzog, Chief Financial Officer

   

(Principal Financial and Accounting Officer)

 

 

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

 

The undersigned certify pursuant to 18 U.S.C. § 1350, that:

 

(1) The accompanying Quarterly Report on Form 10-Q for the period ended December 31, 2024, of Clearfield, Inc. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the accompanying report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

February 7, 2025

 

/s/ Cheryl Beranek

   

By: Cheryl Beranek, President and Chief Executive Officer

   

(Principal Executive Officer)

 

February 7, 2025

 

/s/ Daniel Herzog

   

By: Daniel Herzog, Chief Financial Officer

   

(Principal Financial and Accounting Officer)

 

 
v3.25.0.1
Document And Entity Information - shares
3 Months Ended
Dec. 31, 2024
Jan. 31, 2025
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 0-16106  
Entity Registrant Name CLEARFIELD, INC  
Entity Incorporation, State or Country Code MN  
Entity Tax Identification Number 41-1347235  
Entity Address, Address Line One 7050 Winnetka Avenue North  
Entity Address, City or Town Brooklyn Park  
Entity Address, State or Province MN  
Entity Address, Postal Zip Code 55428  
City Area Code 763  
Local Phone Number 476-6866  
Title of 12(b) Security Common Stock, $0.01 par value  
Trading Symbol CLFD  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   14,131,537
Entity Central Index Key 0000796505  
Current Fiscal Year End Date --09-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
Dec. 31, 2024
Sep. 30, 2024
Current Assets    
Cash and cash equivalents $ 30,453,000 $ 16,167,000
Short-term investments 82,561,000 114,825,000
Accounts receivables, net 14,064,000 21,309,000
Inventories, net 59,224,000 66,766,000
Other current assets 11,609,000 10,528,000
Total current assets 197,911,000 229,595,000
Property, plant and equipment, net 23,717,000 23,953,000
Other Assets    
Long-term investments 41,916,000 24,505,000
Goodwill 6,493,000 6,627,000
Intangible assets, net 6,103,000 6,343,000
Right-of-use lease assets 18,276,000 15,797,000
Deferred tax asset 6,622,000 6,135,000
Other 2,192,000 2,320,000
Total other assets 81,602,000 61,727,000
Total Assets 303,230,000 315,275,000
Current portion of lease liability 3,651,000 3,357,000
Accounts payable 4,325,000 6,720,000
Accrued compensation 5,400,000 6,977,000
Accrued expenses 2,562,000 4,378,000
Factoring liability 2,790,000 2,920,000
Total current liabilities 18,728,000 24,352,000
Current Liabilities 303,230,000 315,275,000
Current portion of lease liability 3,651,000 3,357,000
Accounts payable 4,325,000 6,720,000
Accrued compensation 5,400,000 6,977,000
Accrued expenses 2,562,000 4,378,000
Factoring liability 2,790,000 2,920,000
Total current liabilities 18,728,000 24,352,000
Long-term debt, net of current maturities 2,072,000 2,228,000
Long-term portion of lease liability 14,995,000 12,771,000
Deferred tax liability 0 161,000
Preferred stock, $.01 par value; 500,000 shares; no shares issued or outstanding 0 0
Common stock, authorized 50,000,000, $.01 par value; 14,131,537 and 14,229,107 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively 141,000 142,000
Additional paid-in capital 154,254,000 159,579,000
Accumulated other comprehensive (loss) income (17,000) 1,079,000
Retained earnings 113,057,000 114,963,000
Total shareholders’ equity 267,435,000 275,763,000
Total Liabilities and Shareholders’ Equity 303,230,000 315,275,000
Total liabilities 35,795,000 39,512,000
Deferred tax liability 0 161,000
Preferred stock, $.01 par value; 500,000 shares; no shares issued or outstanding 0 0
Common stock, authorized 50,000,000, $.01 par value; 14,131,537 and 14,229,107 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively 141,000 142,000
Additional paid-in capital 154,254,000 159,579,000
Accumulated other comprehensive (loss) income (17,000) 1,079,000
Retained earnings 113,057,000 114,963,000
Total shareholders’ equity 267,435,000 275,763,000
Total Liabilities and Shareholders’ Equity $ 303,230,000 $ 315,275,000
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares
Dec. 31, 2024
Sep. 30, 2024
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Preferred Stock, Shares Authorized (in shares) 500,000 500,000
Preferred Stock, Shares Issued (in shares) 0 0
Preferred Stock, Shares Outstanding (in shares) 0 0
Common Stock, Shares Authorized (in shares) 50,000,000 50,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.01 $ 0.01
Common Stock, Shares, Issued (in shares) 14,131,537 14,229,107
Common Stock, Shares, Outstanding (in shares) 14,131,537 14,229,107
v3.25.0.1
Condensed Consolidated Statements of Earnings (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Net sales $ 35,476,000 $ 34,230,000
Cost of sales 27,294,000 29,533,000
Gross profit 8,182,000 4,697,000
Operating Expenses [Abstract]    
Selling, general and administrative 12,158,000 12,859,000
Loss from operations (3,976,000) (8,162,000)
Net investment income 1,744,000 2,069,000
Interest expense (100,000) (126,000)
Loss before income taxes (2,332,000) (6,219,000)
Income tax benefit (426,000) (951,000)
Net loss $ (1,906,000) $ (5,268,000)
Net loss per share Basic (in dollars per share) $ (0.13) $ (0.35)
Net loss per share Diluted (in dollars per share) $ (0.13) $ (0.35)
Basic    
Basic (in shares) 14,213,025 15,212,945
Diluted (in shares) 14,213,025 15,212,945
v3.25.0.1
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Comprehensive Income (Loss), Net of Tax, Attributable to Parent [Abstract]    
Net loss $ (1,906) $ (5,268)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]    
Unrealized (loss) gain on available-for-sale investments (125) 291
Unrealized (loss) gain on foreign currency translation (971) 729
Total other comprehensive (loss) income (1,096) 1,020
Total comprehensive loss $ (3,002) $ (4,248)
v3.25.0.1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Common Stock [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Additional Paid-in Capital [Member]
AOCI Attributable to Parent [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
AOCI Attributable to Parent [Member]
Retained Earnings [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Retained Earnings [Member]
Cumulative Effect, Period of Adoption, Adjustment [Member]
Total
Adoption of new accounting pronouncement   $ 153   $ 188,218   $ (544)   $ 127,336   $ 315,163
Balance (in shares) at Sep. 30, 2023   15,254                
Balance at Sep. 30, 2023   $ 153   188,218   (544)   127,336   315,163
Stock based compensation expense   $ 0   1,271   0   0   1,271
Issuance of common stock under employee stock purchase plan (in shares)   10                
Issuance of common stock under employee stock purchase plan   $ 0   250   0   0   250
Issuance of common stock under equity compensation plans, net (in shares)   120                
Issuance of common stock under equity compensation plans, net   $ 0   0   0   0   0
Repurchase of shares for payment of withholding taxes for vested restricted stock grants (in shares)   9                
Repurchase of shares for payment of withholding taxes for vested restricted stock grants   $ 0   (236)   0   0   (236)
Repurchase of common stock (in shares)   (436)                
Repurchase of common stock   $ (4)   (12,181)   0   0   (12,185)
Other Comprehensive Loss   0   0   1,020   0   1,020
Net loss   $ 0   0   0   (5,268)   (5,268)
Repurchase of shares for payment of withholding taxes for vested restricted stock grants (in shares)   (9)                
Repurchase of shares for payment of withholding taxes for vested restricted stock grants   $ 0   236   0   0   236
Repurchase of shares for payment of withholding taxes for vested restricted stock grants   0   (236)   0   0   (236)
Other comprehensive income   $ 0   0   1,020   0   1,020
Balance (in shares) at Dec. 31, 2023   14,939                
Balance at Dec. 31, 2023 $ 0 $ 149 $ 0 177,322 $ 0 476 $ 80 122,148 $ 80 300,095
Adoption of new accounting pronouncement $ 0 149 $ 0 177,322 $ 0 476 $ 80 122,148 $ 80 300,095
Adoption of new accounting pronouncement   $ 142   159,579   1,079   114,963   275,763
Balance (in shares) at Sep. 30, 2024   14,229                
Balance at Sep. 30, 2024   $ 142   159,579   1,079   114,963   275,763
Stock based compensation expense   $ 0   1,139   0   0   1,139
Issuance of common stock under employee stock purchase plan (in shares)   11                
Issuance of common stock under employee stock purchase plan   $ 0   301   0   0   301
Issuance of common stock under equity compensation plans, net (in shares)   105                
Issuance of common stock under equity compensation plans, net   $ 1   (1)   0   0   0
Repurchase of shares for payment of withholding taxes for vested restricted stock grants (in shares)   (17)                
Repurchase of shares for payment of withholding taxes for vested restricted stock grants   $ 0   (491)   0   0   (491)
Repurchase of common stock (in shares)   (196)                
Repurchase of common stock   $ (2)   (6,273)   0   0   (6,275)
Other Comprehensive Loss   0   0   (1,096)   0   (1,096)
Net loss   $ 0   0   0   (1,906)   (1,906)
Repurchase of shares for payment of withholding taxes for vested restricted stock grants (in shares)   17                
Repurchase of shares for payment of withholding taxes for vested restricted stock grants   $ (0)   491   (0)   (0)   491
Repurchase of shares for payment of withholding taxes for vested restricted stock grants   0   (491)   0   0   (491)
Other comprehensive income   $ 0   0   (1,096)   0   (1,096)
Balance (in shares) at Dec. 31, 2024   14,132                
Balance at Dec. 31, 2024       154,254   (17)   113,057   267,435
Adoption of new accounting pronouncement       $ 154,254   $ (17)   $ 113,057   $ 267,435
v3.25.0.1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Cash flows from operating activities    
Net loss $ (1,906) $ (5,268)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation and amortization 1,838 1,651
Amortization of discount on investments (766) (1,160)
Deferred taxes (544) (320)
Stock-based compensation 1,139 1,271
Accounts receivable 6,873 11,750
Inventories, net 6,871 4,169
Other assets (1,027) 815
Accounts payable and accrued expenses (5,328) (2,108)
Net cash provided by operating activities 7,150 10,800
Purchases of property, plant and equipment and intangible assets 2,069 2,412
Purchases of investments (39,015) (47,748)
Proceeds from sales and maturities of investments 54,476 51,068
Net cash provided by investing activities 13,392 908
Net Cash Provided by (Used in) Financing Activities [Abstract]    
Proceeds from issuance of common stock under employee stock purchase plan 301 250
Repurchase of shares for payment of withholding taxes for vested restricted stock grants (491) (236)
Net borrowings and repayments of factoring liability 77 (2,972)
Repurchase of common stock (6,275) (12,184)
Net cash used in financing activities (6,388) (15,142)
Effect of exchange rates on cash 132 91
Increase (decrease) in cash and cash equivalents 14,286 (3,343)
Cash and cash equivalents, beginning of year 16,167 37,827
Cash and cash equivalents, end of year 30,453 34,484
Supplemental disclosures for cash flow information    
Cash paid during the year for income taxes 405 61
Cash paid for interest 58 86
Right of use assets obtained through lease liabilities 3,663 0
Non-cash financing activities    
Cashless exercise of stock options $ 9 $ 0
v3.25.0.1
Note 1 - Summary of Significant Accounting Policies
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

Note 1. Summary of Significant Accounting Policies

 

Unless the context otherwise requires, for purposes of this Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” the “Company,” and “Clearfield,” refer to Clearfield, Inc. and subsidiaries.

 

Basis of Presentation

 

The accompanying (a) condensed consolidated balance sheet as of September 30, 2024, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements as of and for the three months ended December 31, 2024 have been prepared by 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. In the opinion of management, the condensed consolidated 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, seasonality, and other factors. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

 

In preparation of the Company’s condensed consolidated 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.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of Clearfield, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

New Accounting Pronouncements Not Yet Adopted

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is intended to enhance financial reporting by requiring incremental disclosures for significant segment expenses on an annual and interim basis by public entities required to report segment information in accordance with Accounting Standards Codification Topic 280. The amendments in ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements and early adoption is permitted. This standard will be applicable to the Company for the 2025 annual period and quarterly periods thereafter. The Company is evaluating its disclosure approach for ASU 2023-07 and anticipates adopting the standard for the year ended September 30, 2025, and filings thereafter.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The Company is evaluating its disclosure approach for ASU 2023-09 and anticipates adopting the standard for the annual period starting October 1, 2025.

 

The FASB issued ASU No. 2024-03, (Subtopic 220-4012): Disaggregation of Income Statement Expenses. The ASU No. 2024-03 addresses the disaggregation of income statement expenses under that aims to provide more detailed information about the types of expenses included in commonly presented expense captions, such as cost of sales, selling, general, and administrative expenses (SG&A), and research and development. The ASU 2024-04 can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating its disclosure approach for ASU 2024-03 and anticipates adopting the standard for the annual period starting October 1, 2027.

Correction of Prior Period Error

 

As disclosed in Note 1 to Company’s 2024 Form 10-K, the Company identified a prior period error in the presentation of its Consolidated Statement of Cash Flows. Management determined its presentation of the net borrowings and repayments of factoring receivables was incorrectly presented within the ‘Accounts payable and accrued expenses’ line within operating activities as opposed to being presented within financing activities. As corrected in the Condensed Consolidated Statements of Cash Flows, Accounts payable and accrued expenses and Net cash provided by operating activities are each increased by $2,972,000 for the three months ended December 31, 2023, and Net borrowings and repayments of factoring liability and Net cash used in financing activities are each increased by $2,972,000 for the three months ended December 31, 2023. This correction had no impact on the previously reported condensed consolidated balance sheets, condensed consolidated statements of earnings, condensed consolidated statement of comprehensive income, or condensed consolidated statements of shareholders’ equity. The Company also will correct previously reported financial information for such immaterial errors in future filings, as applicable.

v3.25.0.1
Note 2 - Net Loss Per Share
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Earnings Per Share [Text Block]

Note 2. Net Loss Per Share

 

Basic net loss per common share (“EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding for the reporting period. Diluted EPS equals net loss 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, when dilutive.

 

The following is a reconciliation of the numerator and denominator of the net loss per common share computations for the three months ended December 31, 2024, and 2023:

 

   

Three Months Ended December 31,

 

(In thousands, except for share data)

 

2024

   

2023

 

Net loss

 

$

(1,906

)

 

$

(5,268

)

Weighted average common shares

   

14,213,025

     

15,212,945

 

Dilutive potential common shares

   

-

     

-

 

Weighted average dilutive common shares outstanding

   

14,213,025

     

15,212,945

 

Net loss per common share:

               

Basic

 

$

(0.13

)

 

$

(0.35

)

Diluted

 

$

(0.13

)

 

$

(0.35

)

  

For the three months ended December 31, 2024, 404,836 stock options and 76,121 performance stock units were not included in the computation of diluted net income per share because the effect would have been anti-dilutive. For the three months ended December 31, 2023, 363,692 stock options and 47,745 performance stock units were not included in the computation of diluted net income per share because the effect would have been anti-dilutive.

v3.25.0.1
Note 3 - Cash and Cash Equivalents
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Cash and Cash Equivalents Disclosure [Text Block]

Note 3. Cash and Cash Equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The following table presents the Company’s cash and cash equivalents balances:

 

(In thousands)

 

December 31,

2024

   

September 30,

2024

 

Cash and cash equivalents:

               

Cash, including money market accounts

 

$

6,881

   

$

5,789

 

Money market funds

   

23,572

     

10,378

 

Total cash and cash equivalents

 

$

30,453

   

$

16,167

 

 

The Company maintains cash balances at multiple financial institutions, and at times, such balances exceeded insured limits. The Company has not experienced any losses in such accounts.

 

 

v3.25.0.1
Note 4 - Investments
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Investment [Text Block]

Note 4. Investments

 

The Company invests in United States Treasury (“Treasuries”) securities with terms of not more than five years and certificates of deposit (“CDs”) that are fully insured by the Federal Deposit Insurance Corporation (“FDIC”), as well as money market funds. The Company’s investment portfolio is classified as available-for-sale, which is reported on the consolidated balance sheet at fair value. The unrealized gain or loss on investment securities is recorded in other comprehensive income, net of tax. Realized gains and losses on available-for-sale securities are recognized upon sale and are included in net investment income in the condensed consolidated statement of earnings.

 

As of December 31, 2024, available-for-sale investments consisted of the following:

 

   

December 31, 2024

 

(In thousands)

 

Amortized Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Short-Term

                               

U.S. Treasury securities

 

$

82,005

   

$

215

   

$

(159

)

 

$

82,061

 

Certificates of deposit

   

500

     

-

     

-

     

500

 

Investment securities – short-term

 

$

82,505

   

$

215

   

$

(159

)

 

$

82,561

 

Long-Term

                               

U.S Treasury securities

 

$

41,801

   

$

14

   

$

(136

)

 

$

41,679

 

Certificates of deposit

   

248

     

-

     

(11

)

   

237

 

Investment securities – long-term

 

$

42,049

   

$

14

   

$

(147

)

 

$

41,916

 

 

As of September 30, 2024, available-for-sale investments consist of the following:

 

   

September 30, 2024

 

(In thousands)

 

Amortized Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Short-Term

                               

U.S. Treasury securities

 

$

113,987

   

$

382

   

$

(45

)

 

$

114,324

 

Certificates of deposit

   

500

     

1

     

-

     

501

 

Investment securities – short-term

 

$

114,487

   

$

383

   

$

(45

)

 

$

114,825

 

Long-Term

                               

U.S Treasury securities

 

$

24,514

   

$

-

   

$

(245

)

 

$

24,269

 

Certificates of deposit

   

248

     

-

     

(12

)

   

236

 

Investment securities – long-term

 

$

24,762

   

$

-

   

$

(257

)

 

$

24,505

 

 

As of December 31, 2024, investments in debt securities in an unrealized loss position were as follows:

 

   

In Unrealized Loss Position For Less Than 12 Months

   

In Unrealized Loss Position For Greater Than 12 Months

 

(In thousands)

 

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 

U.S treasury securities

 

$

37,773

   

$

(69

)

 

$

6,535

   

$

(226

)

Certificates of deposit

   

-

     

-

     

237

     

(11

)

Investment securities

 

$

37,773

   

$

(69

)

 

$

6,772

   

$

(237

)

 

 

 

As of September 30, 2024, investments in debt securities in an unrealized loss position were as follows:

 

   

In Unrealized Loss Position For Less Than 12 Months

   

In Unrealized Loss Position For Greater Than 12 Months

 

(In thousands)

 

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 

U.S treasury securities

  $ 19,719     $ (39 )   $ 6,500     $ (250 )

Certificates of deposit

    -       -       236       (12 )

Investment securities

  $ 19,719     $ (39 )   $ 6,736     $ (262 )

 

As of December 31, 2024, there were 7 securities in an unrealized loss position which is due to the market paying a higher interest rate than the coupon rate on these securities. As of September 30, 2024, there were 6 securities in an unrealized loss position which is due to the securities paying lower interest rates than the market. As of December 31, 2024, and September 30, 2024, there are no securities which are other than temporarily impaired as the Company intends to hold these securities until their value recovers and there is negligible credit risk due to the nature of the securities which are backed by the FDIC and U.S. federal government. The Company had no allowance for credit losses on investments for the three months ended December 31, 2024.

v3.25.0.1
Note 5 - Fair Value Measurements
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Fair Value Disclosures [Text Block]

Note 5. Fair Value Measurements

 

The Company determines the fair value of its assets and liabilities based on the market price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair value of Treasuries and CDs based on valuations provided by an external pricing service, which obtains them from a variety of industry standard data providers.

 

The Company’s investments are categorized according to the three-level fair value hierarchy which distinguishes between observable and unobservable inputs, in one of the following levels:

 

Level 1- Quoted prices in active markets for identical assets or liabilities.             

 

Level 2- Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3- Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those with fair value measurements that are determined using pricing models, discounted cash flow valuation or similar techniques, as well as significant management judgment or estimation.

 

The following provides information regarding fair value measurements for the Company’s investment securities as of December 31, 2024, according to the three-level fair value hierarchy:

 

   

Fair Value Measurements as of December 31, 2024

 

(In thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Cash equivalents:

                               

Money market funds

  $ 23,572     $ 23,572     $ -     $ -  

Total cash equivalents

  $ 23,572     $ 23,572     $ -     $ -  

Investment securities:

                               

Certificates of deposit

  $ 737     $ -     $ 737     $ -  

U.S. Treasury securities

    123,740       -       123,740       -  

Total investment securities

  $ 124,477     $ -     $ 124,477     $ -  

 

The following provides information regarding fair value measurements for the Company’s investment securities as of September 30, 2024, according to the three-level fair value hierarchy:

 

 

 

   

Fair Value Measurements as of September 30, 2024

 

(In thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Cash equivalents:

                               

Money market funds

  $ 10,378     $ 10,378     $ -     $ -  

Total cash equivalents

  $ 10,378     $ 10,378     $ -     $ -  

Investment securities:

                               

Certificates of deposit

    738       -       738       -  

U.S. Treasury securities

  $ 138,592     $ -     $ 138,592     $ -  

Total investment securities

  $ 139,330     $ -     $ 139,330     $ -  

 

During the three months ended December 31, 2024, and the year ended September 30, 2024, the Company owned no Level 3 securities and there were no transfers within the fair value level hierarchy.

 

Non-financial assets such as equipment and leasehold improvements, goodwill and intangible assets, and right-of-use assets for operating leases are subject to non-recurring fair value measurements if they are deemed impaired. The Company had no re-measurements of non-financial assets to fair value during the three months ended December 31, 2024, and the year ended September 30, 2024.

v3.25.0.1
Note 6 - Other Comprehensive Income (Loss)
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Comprehensive Income (Loss) Note [Text Block]

Note 6. Other Comprehensive Income (Loss)

 

Changes in components of other comprehensive income (loss), net of tax, are as follows:

 

(In thousands)

 

Available-for-Sale Securities

   

Foreign Currency Translation

   

Accumulated Other Comprehensive Income (Loss)

 

Balances at September 30, 2024

 

$

66

    $

1,013

   

$

1,079

 

Other comprehensive (loss) for the three months ended December 31, 2024

   

(125

)

   

(971

)

   

(1,096

)

Balances at December 31, 2024

 

$

(59

)

 

$

42

 

 

$

(17

)

 

Components of other comprehensive loss for the three months ended December 31, 2024 are as follows:

 

   

Three Months Ended December 31, 2024

 

(In thousands)

 

Before Tax

   

Tax Effect

   

Net of Tax Amount

 

Unrealized (loss) on available-for-sale securities

 

$

(158

)

 

$

33

   

$

(125

)

Unrealized (loss) on foreign currency translation

   

(1,159

)

   

188

     

(971

)

Other comprehensive (loss)

 

$

(1,317

)

 

$

221

   

$

(1,096

)

 

Components of other comprehensive income for the three months ended December 31, 2023 are as follows:

 

   

Three Months Ended December 31, 2023

 

(In thousands)

 

Before Tax

   

Tax Effect

   

Net of Tax Amount

 

Unrealized gain on available-for-sale securities

 

$

390

   

$

(99

)

 

$

291

 

Unrealized gain on foreign currency translation

   

915

     

(186

)

   

729

 

Other comprehensive gain

 

$

1,305

   

$

(285

)

 

$

1,020

 

 

 

v3.25.0.1
Note 7 - Stock-based Compensation
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 7. Stock-Based Compensation

 

The Company recorded $1,139,000 of compensation expense related to current and past restricted stock grants, non-qualified stock options, performance stock units, and the Company’s Employee Stock Purchase Plan (“ESPP”) for the three months ended December 31, 2024. For the three months ended December 31, 2024, $1,097,000 of this expense is included in selling, general and administrative expense, and $42,000 is included in cost of sales. As of December 31, 2024, $8,910,000 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 2.9 years

 

The Company recorded $1,271,000 of compensation expense related to current and past restricted stock grants, non-qualified stock options, performance stock units, and the Company’s ESPP for the three months ended December 31, 2023. For the three months ended December 31, 2023, $1,227,000 of this expense is included in selling, general and administrative expense, and $44,000 is included in cost of sales. As of December 31, 2023, $8,668,000 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 2.9 years.

 

Stock Options

 

The Company uses the Black-Scholes option pricing model to determine the fair value of stock options granted. During the three months ended December 31, 2024, the Company granted employees non-qualified stock options to purchase an aggregate of 38,198 shares of common stock with a weighted average contractual term of five years, a weighted average vesting term of approximately three years, and a weighted average exercise price of $30.90 per share. During the three months ended December 31, 2023, the Company granted employees non-qualified stock options to purchase an aggregate of 111,299 shares of common stock with a weighted average contractual term of five years, a weighted average three-year vesting term, and a weighted average exercise price of $26.18per share.

 

The fair value of stock option awards during the three months ended December 31, 2024, was estimated as of the respective grant dates using the assumptions listed below:

 

   

Three months ended December 31, 2024

 

Dividend yield

    0.00 %

Expected volatility

    58.07 %

Risk-free interest rate

    4.20 %

Expected life (years)

 

3.5

 

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 as of the grant date on zero-coupon U.S. governmental bonds with a remaining life similar to the expected option term.

 

Options are granted with exercise prices at fair market values determined on the date of grant and vesting normally occurs over a three to five-year period. 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 three months ended December 31, 2024:

 

   

Number of options

   

Weighted average exercise price

 

Outstanding as of September 30, 2024

    366,984     $ 33.83  

Granted

    38,198       30.90  

Exercised

    (346 )     26.18  

Forfeited or expired

    -       -  

Outstanding as of December 31, 2024

    404,836     $ 33.56  

 

The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. As of December 31, 2024, the weighted average remaining contractual term for all outstanding and exercisable stock options was 2.51 years and their aggregate intrinsic value was $5,663,083.

 

Restricted Stock

 

During the three months ended December 31, 2024, the Company granted employees restricted stock awards totaling 104,691 shares of common stock, with a vesting term of approximately three years and a fair value of $30.90 per share based on the stock price on the grant date. During the three months ended December 31, 2023, the Company granted employees restricted stock awards totaling 121,884 shares of common stock, with a vesting term of approximately three years and a fair value of $26.18 per share based on the stock price on the grant date.

 

During the three months ended December 31, 2024, the Company granted the non-employee directors restricted stock awards totaling 610 shares of common stock, with a vesting term of approximately one year and a fair value of $32.74 per share.

 

Restricted stock transactions during the three months ended December 31, 2024, are summarized as follows:

 

   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2024

    162,207     $ 34.91  

Granted

    105,301       30.91  

Vested

    (57,089 )     64.31  

Forfeited

    (500 )     26.18  

Unvested as of December 31, 2024

    209,919     $ 32.54  

 

Performance Stock Units

 

During the three months ended December 31, 2024, the Company granted 50,747 performance stock units which entitle the participant to receive one share of the Company’s common stock for each performance stock unit awarded, subject to the achievement of fiscal year 2025 performance goals. Achievement of the goals can result in 50%, 100%, or 150% of the shares being awarded, which have a vesting term of 3 years. The Company has determined the fair value per underlying share of the performance stock unit awards to be $30.90 as of the grant date.

 

Compensation expense for the performance stock units is measured using the fair value of our common stock at the grant date. As of December 31, 2024, the Company believes it is probable that 100% of these performance stock unit awards will vest based on achievement of established performance goals and has recognized compensation cost accordingly.

 

During the three months ended December 31, 2023, the Company granted 47,745 performance stock units which entitled the participant to receive one share of the Company’s common stock for each performance stock unit awarded, upon achievement of a fiscal year 2024 performance goal. The Company has determined the fair value per underlying share of the performance stock unit awards to be $26.18 as of the grant date. The 2024 fiscal year performance goal was not met, and the shares were forfeited during the three months ended December 31, 2024.

 

The following is a summary of performance stock unit activity during the three months ended December 31, 2024:

 

   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2024

   

47,745

   

$

26.18

 

Granted

   

50,747

     

30.90

 

Vested

   

-

     

-

 

Forfeited

   

(47,745

)

   

26.18

 

Unvested as of December 31, 2024

   

50,747

   

$

30.90

 

 

 

 

 

Employee Stock Purchase Plan

 

The Company’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 those participating employees the ability to 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 phases, with phases beginning on January 1 and July 1 of each calendar year. For the phase that ended on December 31, 2024, employees purchased 11,415 shares at a price of $26.35 per share. For the phase that ended on December 31, 2023, employees purchased 10,104 shares at a price of $24.72 per share After the employee purchase on December 31, 2024, 133,134 shares of common stock were available for future purchase under the ESPP.

v3.25.0.1
Note 8 - Revenue
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Revenue from Contract with Customer [Text Block]

Note 8. Revenue

 

Revenue Recognition

 

Our revenue is comprised of the sale of our products to customers and is recognized when the Company satisfies its performance obligations under the applicable sales contract. A performance obligation is a promise in a sales contract to transfer a distinct product or service to a customer. Substantially all our sales contracts have a single performance obligation and are short term in nature. We recognize revenue by transferring the promised products to the customer, with substantially all revenue recognized at the point in time when the customer obtains control of the products. Shipping and handling costs charged to our customers are included in net sales, while the corresponding shipping expenses are included in cost of sales. Sales, value add, and other taxes collected from customers and remitted to governmental authorities are accounted for on a net (excluded from revenue) basis.

 

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 customers in Europe, the Caribbean, Canada, Central and South America.

 

Revenues related to the following geographic areas were as follows for the three months ended:

 

   

Three Months Ended December 31,

 

(In thousands)

 

2024

   

2023

 

United States

 

$

29,332

   

$

27,561

 

All other countries

   

6,144

     

6,669

 

Total Net Sales

 

$

35,476

   

$

34,230

 

 

The Company sells its products to the Broadband Service Provider marketplace. In addition, the Company provides products to original equipment manufacturers requiring copper and fiber cable assemblies built to their specification (Legacy). 

 

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

 

   

Three Months Ended December 31,

 
   

2024

   

2023

 

Broadband service providers

   

94

%

   

93

%

Other customers

   

6

%

   

7

%

Total Net Sales

   

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 Tier 3 customers; National Carriers, which includes large national and global wireline and wireless providers, also referred to as Tier 1 customers; Large Regional Service Providers with a national footprint; 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. On October 1, 2023, the Company adopted the cumulative expected credit loss model (CECL). Upon adoption of CECL, the Company measures the allowance for credit losses using an expected credit loss model, which uses a lifetime expected credit loss allowance for all accounts receivable. To measure the expected credit losses, accounts receivable are grouped based on shared credit risk characteristics and the days past due. In calculating an allowance for credit losses, the Company uses its historical experience, external indicators, and forward-looking information to calculate expected credit losses using an aging method. The Company assesses impairment of accounts receivable on a collective basis as they possess shared credit risk characteristics which have been grouped based on the days past due. The expected loss rates are based on the Company’s historical credit losses experience. The historical loss rates are adjusted to reflect current and forward-looking information. As of December 31, 2024, and September 30, 2024, the Company’s allowance for credit losses was $0.

 

See Note 9 “Major Customer Concentration” for further information regarding accounts receivable and net sales.

v3.25.0.1
Note 9 - Major Customer Concentration
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Concentration Risk Disclosure [Text Block]

Note 9. Major Customer Concentration

 

For the three months ended December 31, 2024, the Company had one customer that comprised 15% of the Company’s net sales. The customer is a distributor.

 

For the three months ended December 31, 2023, the Company had two customers that comprised 19% and 16% of the Company’s net sales, respectively. Both of these customers are distributors.

 

As of December 31, 2024, two customers accounted for 15% and 12% of accounts receivable, respectively. Both of these customers are distributors. As of September 30, 2024, three customers accounted for 16%, 11%, and 10% of accounts receivable, respectively. These customers are all distributors.

v3.25.0.1
Note 10 - Inventories
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

Note 10. Inventories

 

Inventories consist of finished goods, raw materials, and work-in-process and are stated at average cost, subject to the lower of cost or net realizable value. Certain components of the Company’s inventory classified as raw materials or finished goods can be used as a component to manufacture products or can be sold directly to the customer. Inventory is valued using material costs, labor charges, and allocated factory overhead charges and consists of the following:

 

(In thousands)

 

December 31,

2024

   

September 30,

2024

 

Raw materials

 

$

47,411

   

$

56,842

 

Work-in-process

   

1,644

     

1,790

 

Finished goods

   

25,977

     

23,389

 

Inventories, gross

   

75,032

     

82,021

 

Inventory reserve

   

(15,808

)

   

(15,255

)

Inventories, net

 

$

59,224

   

$

66,766

 

 

On a regular basis, the Company reviews its inventory and identifies that which is excess, slow moving, and obsolete by considering factors such as inventory levels, expected product life, and forecasted sales demand. A reserve is established for any identified excess, slow moving, and obsolete inventory through a charge to cost of sales. Inventory write-down charges may be required in the future if there is a significant decline in demand for the Company’s products and the Company does not adjust its manufacturing production accordingly, if new products are not accepted by the market, or if products are end of life through life cycle management.

 

 

v3.25.0.1
Note 11 - Goodwill and Intangibles
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Goodwill and Intangible Assets Disclosure [Text Block]

Note 11. Goodwill and Intangible Assets

 

The Company tests goodwill for impairment annually at fiscal year-end, or more frequently when events or changes in circumstances indicate that the asset might be impaired. The Company assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. The result of the analysis performed as of September 30, 2024, did not indicate an impairment of goodwill. During the three months ended December 31, 2024, there were no triggering events that indicate potential impairment exists.

 

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 December 31, 2024, the Company has 55 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. during fiscal year 2018 and the acquisition of Nestor Cables in fiscal year 2022. 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, 2024, did not indicate an impairment of our intangible assets. During the three months ended December 31, 2024, there were no triggering events that indicate potential impairment exists.

 

The changes in the carrying amount of goodwill by reportable segment for the three months ended December 31, 2024, and 2023 were as follows:

 

(In thousands)

 

Clearfield, Inc.

   

Nestor Cables

   

Total

 

Balance as of September 30, 2024

 

$

4,709

   

$

1,918

   

$

6,627

 

Currency translation effect on foreign goodwill balances

   

-

     

(134

)

   

(134

)

Balance as of December 31, 2024

 

$

4,709

   

$

1,784

   

$

6,493

 

 

 

(In thousands)

 

Clearfield, Inc.

   

Nestor Cables

   

Total

 

Balance as of September 30, 2023

 

$

4,709

   

$

1,819

   

$

6,528

 

Currency translation effect on foreign goodwill balances

   

-

     

87

     

87

 

Balance as of December 31, 2023

 

$

4,709

   

$

1,906

   

$

6,615

 

 

Finite life intangible assets as of December 31, 2024, are as follows:

 

   

December 31, 2024

 

(In thousands)

 

Useful Life (Years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net Book Value Amount

 

Customer relationships

    15     $ 4,778     $ 1,884     $ 2,894  

Certifications

    8       1,068       918       150  

Trademarks

    8-10       1,081       610       471  

Patents

    20       1,330       232       1,098  

Developed Technology

    10       321       77       244  

Other

    5       6       6       -  

Software

    1-3       3,846       2,600       1,246  

Totals

          $ 12,430     $ 6,327     $ 6,103  

 

 

Finite life intangible assets as of September 30, 2024, are as follows:

 

   

September 30, 2024

 

(In thousands)

 

Useful Life (Years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net Book Value Amount

 

Customer relationships

    15     $ 4,856     $ 1,815     $ 3,041  

Certifications

    8       1,068       884       184  

Trademarks

    8-10       1,120       588       532  

Patents

    20       1,302       219       1,083  

Developed Technology

    10       346       75       271  

Other

    5       6       6       -  

Software

    1-3       3,475       2,243       1,232  

Totals

          $ 12,173     $ 5,830     $ 6,343  

 

Amortization expense related to these assets was $527,000 and $310,000 for the three months ended December 31, 2024, and 2023, respectively. Estimated future amortization expense for identifiable intangibles during the next five years is as follows:

 

(In thousands)

 

Estimated amortization expense

 

FY 2025 (remaining)

 

$

1,326

 

FY 2026

   

774

 

FY 2027

   

547

 

FY 2028

   

460

 

FY 2029

   

446

 

Thereafter

   

2,550

 

Total

 

$

6,103

 

  

v3.25.0.1
Note 12 - Segment Reporting
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

Note 12. Segment Reporting

 

The Company’s reportable segments are based on the Company’s method of internal reporting. These results are not necessarily indicative of the results of operations that would have occurred had each segment been an independent, stand-alone entity during the periods presented. The internal reporting of these operating segments is defined based in part on the reporting and review process used by the Company’s Chief Executive Officer.

 

The Company has two reportable segments: (1) Clearfield; and (2) Nestor Cables. Clearfield’s Finnish holding company, Clearfield Finland Oy, purchased Nestor Cables Oy, including its Estonian subsidiary, Nestor Cables Baltics OÜ, on July 26, 2022. These entities comprise the Nestor Cables Segment.

 

 

 

The following table summarizes the amounts between the two reportable segments for the three months ended December 31, 2024, and 2023:

 

   

Three months ended December 31, 2024

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Revenue from external customers

 

$

29,698

   

$

6,444

   

$

-

   

$

35,476

 

Revenue from internal customers (Clearfield, Inc.)

   

-

     

666

     

(666

)

   

-

 

Net investment income

   

1,804

     

-

     

(60

)

   

1,744

 

Interest expense

   

-

     

162

     

(62

)

   

100

 

Depreciation and amortization

   

1,513

     

325

     

-

     

1,838

 

Stock based compensation

   

1,050

     

89

     

-

     

1,139

 

Income tax benefit (expense)

   

53

     

(479

)

   

-

     

(426

)

Net loss

   

(494

)

   

(1,438

)

   

26

     

(1,906

)

Capital expenditures

   

1,751

     

318

     

-

     

2,069

 

 

 

   

Three months ended December 31, 2023

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Revenue from external customers

 

$

28,101

   

$

6,129

   

$

-

   

$

34,230

 

Revenue from internal customers (Clearfield, Inc.)

   

-

     

883

     

(883

)

   

-

 

Net investment income

   

2,127

     

2

     

(60

)

   

2,069

 

Interest expense

   

-

     

184

     

(58

)

   

126

 

Depreciation and amortization

   

1,297

     

354

     

-

     

1,651

 

Stock based compensation

   

1,222

     

49

     

-

     

1,271

 

Income tax benefit (expense)

   

(583

)

   

(368

)

   

-

     

(951

)

Net loss

   

(3,383

)

   

(1,759

)

   

(126

)

   

(5,268

)

Capital expenditures

   

1,227

     

1,125

     

-

     

2,352

 

 

The following table summarizes the amounts between the two reportable segments as of December 31, 2024, and as of September 30, 2024:

 

   

December 31, 2024

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Goodwill

 

$

4,709

   

$

1,784

   

$

-

   

$

6,493

 

Total assets

 

$

291,656

   

$

35,167

   

$

(23,593

)

 

$

303,230

 

 

 

   

September 30, 2024

 

(in thousands)

 

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

Goodwill

 

$

4,709

   

$

1,918

   

$

-

   

$

6,627

 

Total assets

 

$

300,472

   

$

38,773

   

$

(23,970

)

 

$

315,275

 

  

v3.25.0.1
Note 13 - Financing Receivables
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Financing Receivables [Text Block]

Note 13. Financing Receivables

 

Nestor Cables factors certain of its accounts receivable, with recourse provisions that are accounted for as a secured borrowing. Nestor Cables has a total factoring liability of $2,790,000 as of December 31, 2024. Nestor receives cash for 80% of the receivable balance from the bank initially and the remaining 20% when the invoice is paid up to a limit of €12.5 million ($12.9 million as of December 31, 2024). Due to the conditions mentioned above, these transactions do not qualify as a sale and are thus accounted for as secured borrowing. The contractual interest rate on Nestor’s factoring arrangements is the 3-month Euribor rate plus a range of 0.75% to 1.3%. The average interest rate for the three months ended December 31, 2024, was 4.44%. The average interest rate for the three months ended December 31, 2023, was 5.21%. These agreements are indefinite with a termination notice period ranging from zero to one month.

v3.25.0.1
Note 14 - Income Taxes
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note 14. Income Taxes

 

For the three months ended December 31, 2024, the Company recorded an income tax benefit of $426,000, reflecting an effective tax rate of 18.3%. The difference between the effective tax rate and the statutory tax rate for the three months ended December 31, 2024, was primarily due to discrete events during the period, including excess tax shortfall from vesting of restricted stock.

 

 

For the three months ended December 31, 2023, the Company recorded an income tax benefit of $951,000, reflecting an effective tax rate of 15.3%. The difference between the effective tax rate and the statutory tax rate for the three months ended December 31, 2023, was primarily related to excess tax shortfall from vesting of restricted stock, 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 asset for expected utilization using a “more likely than not” criteria by assessing the available positive and negative factors surrounding its recoverability and determined that as of December 31, 2024, and September 30, 2024, a valuation allowance against the deferred tax assets is not required. The Company will continue to assess the need for a valuation allowance based on changes in assumptions of estimated future income and other factors in future periods.

 

As of December 31, 2024, the Company does 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.

v3.25.0.1
Note 15 - Leases
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Lessee, Operating Leases [Text Block]

Note 15. Leases

 

The Company leases an approximately 85,000 square foot facility at 7050 Winnetka Avenue North, Brooklyn Park, Minnesota consisting of corporate offices, manufacturing, and warehouse space. The lease term is 13 years and two months, ending on February 29, 2028.

 

The Company indirectly leases an approximately 318,000 square foot manufacturing facility in Tijuana, Mexico that operates as a Maquiladora. The lease term commenced in April 2024 and has a term of seven years, of which five years are mandatory. The lease contains two options to extend the term of the lease for additional periods of five years each. The lease calls for monthly base rental payments of approximately $169,000, increasing 2% annually. The renewal options have not been included within the lease term because it is not reasonably certain that the Company will exercise either option.

 

The Company leases an approximately 105,000 square foot warehouse and manufacturing facility in Brooklyn Park, Minnesota. The lease term is five years ending on February 28, 2027, with rent payments increasing annually. The lease includes an option to extend the lease for an additional five years. The renewal option has not been included within the lease term because it is not reasonably certain that the Company will exercise the option.

 

Nestor Cables leases an approximately 25,000 square foot manufacturing facility in Oulu, Finland, which is utilized for the operations of Nestor Cables. The original lease term ended on October 31, 2022, but auto renewed and will continue to auto renew indefinitely until terminated with two years written notice. It is not reasonably certain that the Company will exercise the termination option. The lease calls for monthly rental payments of approximately €40,000. Rent is increased each year on January 1st based upon the cost-of-living index published by the Finnish government.

 

Nestor Cables previously leased a facility in Keila, Estonia which was terminated in the first quarter of fiscal 2025, with the operations of the Keila facility being consolidated into the Nestor Cables facility in Tabasalu, Estonia.

 

Nestor Cables leases a manufacturing facility in Tabasalu, Estonia, which was expanded in the first quarter of fiscal 2025 from approximately 49,000 square feet to approximately 115,000 square feet and which is utilized for the operations of Nestor Cables Baltics. The lease term is 10 years ending in November 2034. The lease for the facility calls for monthly rental payments of approximately €63,000. Rent for the portion of the lease pertaining to the original 49,000 square foot facility, which has a monthly base rental of €24,000, is increased each year on May 1st based upon the cost-of-living index published by the Estonian government and is capped at 5%.

 

Right-of-use lease assets and lease liabilities are recognized as of the commencement date based on the present value of the remaining 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.

 

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

 

Operating lease expense within:

 

Three Months Ended December 31,

 

(in thousands)

 

2024

   

2023

 

Cost of sales

 

$

1,069

   

$

1,057

 

Selling, general and administrative

   

91

     

77

 

Total lease expense

 

$

1,160

   

$

1,134

 

 

Future maturities of lease liabilities were as follows as of December 31, 2024 (in thousands):

 

FY2025(Remaining)

 

$

3,562

 

FY2026

   

4,798

 

FY2027

   

3,905

 

FY2028

   

3,319

 

FY2029

   

2,017

 

Thereafter

   

4,717

 

Total lease payments

   

22,318

 

Less: Interest

   

(3,672

)

Present value of lease liabilities

 

$

18,646

 

 

The weighted average term and weighted average discount rate for the Company’s leases as of December 31, 2024, were 5.82 years and 6.48%, respectively, compared to 4.94 years and 3.79%, respectively, as of December 31, 2023. For the three months ended December 31, 2024 and December 31, 2023, the operating cash outflows from our leases were $1,679,000 and $1,042,000, respectively.

v3.25.0.1
Note 16 - Debt
3 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 16. Debt

 

On April 27, 2022, the Company entered into a loan agreement and a security agreement with a bank that provides the Company with a $40,000,000 revolving line of credit that is secured by certain of the Company’s U.S. assets. The line of credit matures on April 27, 2025, and borrowed amounts will bear interest at a variable rate of the CME Group one-month term Secured Overnight Financing Rate (“SOFR”) plus 1.85%, but not less than 1.80% per annum. As of December 31, 2024, the interest rate was 6.42%. The loan agreement and the security agreement contains customary affirmative and negative covenants and requirements relating to the Company and its operations, including a requirement that the Company maintain a debt service coverage ratio of not less than 1.20 to 1 as of the end of each fiscal year for the fiscal year then ended and maintain a debt to cash flow ratio of not greater than 2 to 1 measured as of the end of each of the Company’s fiscal quarters for the trailing twelve (12) month period. Debt service coverage ratio is the ratio of Cash Available for Debt Service to Debt Service, each as defined in the loan agreement. Debt and Cash Flow are also as defined in the loan agreement for the purposes of the debt to cash flow ratio covenant.

 

On August 5, 2024, the Company entered into an amendment to the loan agreement that, among other things, (i) eliminated the requirement that the Company maintain a debt service coverage ratio of not less than 1.20 to 1 as of the end of each fiscal year for the fiscal year then ended and that the Company maintain a debt to cash flow ratio of not greater than 2 to 1 measured as of the end of each of the Company’s fiscal quarters for the trailing 12 month period; and (ii) added a requirement that the Company maintain accounts with the bank with a minimum aggregate liquidity of unrestricted and unencumbered cash and cash equivalents at all times of not less than the outstanding principal balance of the Company’s revolving credit promissory note payable to the bank. The Company was in compliance with the debt covenant for the three months ended December 31, 2024. The line of credit is collateralized by Clearfield, Inc.’s assets of $291,656,000 as of December 31, 2024. The outstanding principal balance on the line of credit was zero at December 31, 2024 and September 30, 2024.

 

During March 2021, Nestor Cables entered into a loan agreement, providing a €2 million senior loan with a term of three years. The Finland Government pays the interest, capped at 5% with the interest to be paid by the Finnish Government when the loan is used as intended and is repayable with a 2% additional interest penalty if there is a violation of the terms. The loan expired on March 31, 2024. A new loan was issued under the same program with consistent terms as detailed above and is due on March 31, 2026. The repayment and issuance of these loans occurred in April 2024. The loan is fully secured by a Finnish government guarantee. As of December 31, 2024, and September 30, 2024, the Company owed €2,000,000 on this loan, which equates to $2,072,000 and $2,228,000, respectively. As of September 30, 2024, Nestor Cables was not in compliance with the annual equity ratio covenant but received a waiver from the bank. The interest expense associated with this loan has been presented net of government payments on the Company’s income statement.

 

 

v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Insider Trading Arr Line Items    
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

 

During the three months ended December 31, 2024, none of our directors or officers informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408(a).

 
Rule 10b5-1 Arrangement Adopted [Flag]   false
Rule 10b5-1 Arrangement Terminated [Flag]   false
Non-Rule 10b5-1 Arrangement Terminated [Flag]   false
Non-Rule 10b5-1 Arrangement Adopted [Flag]   false
v3.25.0.1
Significant Accounting Policies (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

 

The accompanying (a) condensed consolidated balance sheet as of September 30, 2024, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements as of and for the three months ended December 31, 2024 have been prepared by 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. In the opinion of management, the condensed consolidated 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, seasonality, and other factors. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

 

In preparation of the Company’s condensed consolidated 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.

 

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of Clearfield, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements Not Yet Adopted

 

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is intended to enhance financial reporting by requiring incremental disclosures for significant segment expenses on an annual and interim basis by public entities required to report segment information in accordance with Accounting Standards Codification Topic 280. The amendments in ASU 2023-07 are to be applied retrospectively to all periods presented in the financial statements and early adoption is permitted. This standard will be applicable to the Company for the 2025 annual period and quarterly periods thereafter. The Company is evaluating its disclosure approach for ASU 2023-07 and anticipates adopting the standard for the year ended September 30, 2025, and filings thereafter.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new guidance is expected to improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information by requiring 1) consistent categories and greater disaggregation of information in the rate reconciliation and 2) income taxes paid disaggregated by jurisdiction. The guidance is effective on a prospective basis, although retrospective application and early adoption is permitted. The Company is evaluating its disclosure approach for ASU 2023-09 and anticipates adopting the standard for the annual period starting October 1, 2025.

 

The FASB issued ASU No. 2024-03, (Subtopic 220-4012): Disaggregation of Income Statement Expenses. The ASU No. 2024-03 addresses the disaggregation of income statement expenses under that aims to provide more detailed information about the types of expenses included in commonly presented expense captions, such as cost of sales, selling, general, and administrative expenses (SG&A), and research and development. The ASU 2024-04 can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is evaluating its disclosure approach for ASU 2024-03 and anticipates adopting the standard for the annual period starting October 1, 2027.

Error Correction [Policy Text Block]

Correction of Prior Period Error

 

As disclosed in Note 1 to Company’s 2024 Form 10-K, the Company identified a prior period error in the presentation of its Consolidated Statement of Cash Flows. Management determined its presentation of the net borrowings and repayments of factoring receivables was incorrectly presented within the ‘Accounts payable and accrued expenses’ line within operating activities as opposed to being presented within financing activities. As corrected in the Condensed Consolidated Statements of Cash Flows, Accounts payable and accrued expenses and Net cash provided by operating activities are each increased by $2,972,000 for the three months ended December 31, 2023, and Net borrowings and repayments of factoring liability and Net cash used in financing activities are each increased by $2,972,000 for the three months ended December 31, 2023. This correction had no impact on the previously reported condensed consolidated balance sheets, condensed consolidated statements of earnings, condensed consolidated statement of comprehensive income, or condensed consolidated statements of shareholders’ equity. The Company also will correct previously reported financial information for such immaterial errors in future filings, as applicable.

v3.25.0.1
Note 2 - Net Loss Per Share (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
   

Three Months Ended December 31,

 

(In thousands, except for share data)

 

2024

   

2023

 

Net loss

 

$

(1,906

)

 

$

(5,268

)

Weighted average common shares

   

14,213,025

     

15,212,945

 

Dilutive potential common shares

   

-

     

-

 

Weighted average dilutive common shares outstanding

   

14,213,025

     

15,212,945

 

Net loss per common share:

               

Basic

 

$

(0.13

)

 

$

(0.35

)

Diluted

 

$

(0.13

)

 

$

(0.35

)
v3.25.0.1
Note 3 - Cash and Cash Equivalents (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Cash and Cash Equivalents [Table Text Block]

(In thousands)

 

December 31,

2024

   

September 30,

2024

 

Cash and cash equivalents:

               

Cash, including money market accounts

 

$

6,881

   

$

5,789

 

Money market funds

   

23,572

     

10,378

 

Total cash and cash equivalents

 

$

30,453

   

$

16,167

 
v3.25.0.1
Note 4 - Investments (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Available-for-Sale Securities Reconciliation [Table Text Block]
   

December 31, 2024

 

(In thousands)

 

Amortized Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Short-Term

                               

U.S. Treasury securities

 

$

82,005

   

$

215

   

$

(159

)

 

$

82,061

 

Certificates of deposit

   

500

     

-

     

-

     

500

 

Investment securities – short-term

 

$

82,505

   

$

215

   

$

(159

)

 

$

82,561

 

Long-Term

                               

U.S Treasury securities

 

$

41,801

   

$

14

   

$

(136

)

 

$

41,679

 

Certificates of deposit

   

248

     

-

     

(11

)

   

237

 

Investment securities – long-term

 

$

42,049

   

$

14

   

$

(147

)

 

$

41,916

 
   

September 30, 2024

 

(In thousands)

 

Amortized Cost

   

Unrealized Gains

   

Unrealized Losses

   

Fair Value

 

Short-Term

                               

U.S. Treasury securities

 

$

113,987

   

$

382

   

$

(45

)

 

$

114,324

 

Certificates of deposit

   

500

     

1

     

-

     

501

 

Investment securities – short-term

 

$

114,487

   

$

383

   

$

(45

)

 

$

114,825

 

Long-Term

                               

U.S Treasury securities

 

$

24,514

   

$

-

   

$

(245

)

 

$

24,269

 

Certificates of deposit

   

248

     

-

     

(12

)

   

236

 

Investment securities – long-term

 

$

24,762

   

$

-

   

$

(257

)

 

$

24,505

 
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value [Table Text Block]
   

In Unrealized Loss Position For Less Than 12 Months

   

In Unrealized Loss Position For Greater Than 12 Months

 

(In thousands)

 

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 

U.S treasury securities

 

$

37,773

   

$

(69

)

 

$

6,535

   

$

(226

)

Certificates of deposit

   

-

     

-

     

237

     

(11

)

Investment securities

 

$

37,773

   

$

(69

)

 

$

6,772

   

$

(237

)

   

In Unrealized Loss Position For Less Than 12 Months

   

In Unrealized Loss Position For Greater Than 12 Months

 

(In thousands)

 

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 

U.S treasury securities

  $ 19,719     $ (39 )   $ 6,500     $ (250 )

Certificates of deposit

    -       -       236       (12 )

Investment securities

  $ 19,719     $ (39 )   $ 6,736     $ (262 )
v3.25.0.1
Note 5 - Fair Value Measurements (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]
   

Fair Value Measurements as of December 31, 2024

 

(In thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Cash equivalents:

                               

Money market funds

  $ 23,572     $ 23,572     $ -     $ -  

Total cash equivalents

  $ 23,572     $ 23,572     $ -     $ -  

Investment securities:

                               

Certificates of deposit

  $ 737     $ -     $ 737     $ -  

U.S. Treasury securities

    123,740       -       123,740       -  

Total investment securities

  $ 124,477     $ -     $ 124,477     $ -  
   

Fair Value Measurements as of September 30, 2024

 

(In thousands)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Cash equivalents:

                               

Money market funds

  $ 10,378     $ 10,378     $ -     $ -  

Total cash equivalents

  $ 10,378     $ 10,378     $ -     $ -  

Investment securities:

                               

Certificates of deposit

    738       -       738       -  

U.S. Treasury securities

  $ 138,592     $ -     $ 138,592     $ -  

Total investment securities

  $ 139,330     $ -     $ 139,330     $ -  
v3.25.0.1
Note 6 - Other Comprehensive Income (Loss) (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Comprehensive Income (Loss) [Table Text Block]

(In thousands)

 

Available-for-Sale Securities

   

Foreign Currency Translation

   

Accumulated Other Comprehensive Income (Loss)

 

Balances at September 30, 2024

 

$

66

    $

1,013

   

$

1,079

 

Other comprehensive (loss) for the three months ended December 31, 2024

   

(125

)

   

(971

)

   

(1,096

)

Balances at December 31, 2024

 

$

(59

)

 

$

42

 

 

$

(17

)

   

Three Months Ended December 31, 2024

 

(In thousands)

 

Before Tax

   

Tax Effect

   

Net of Tax Amount

 

Unrealized (loss) on available-for-sale securities

 

$

(158

)

 

$

33

   

$

(125

)

Unrealized (loss) on foreign currency translation

   

(1,159

)

   

188

     

(971

)

Other comprehensive (loss)

 

$

(1,317

)

 

$

221

   

$

(1,096

)

   

Three Months Ended December 31, 2023

 

(In thousands)

 

Before Tax

   

Tax Effect

   

Net of Tax Amount

 

Unrealized gain on available-for-sale securities

 

$

390

   

$

(99

)

 

$

291

 

Unrealized gain on foreign currency translation

   

915

     

(186

)

   

729

 

Other comprehensive gain

 

$

1,305

   

$

(285

)

 

$

1,020

 
v3.25.0.1
Note 7 - Stock-based Compensation (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]
   

Three months ended December 31, 2024

 

Dividend yield

    0.00 %

Expected volatility

    58.07 %

Risk-free interest rate

    4.20 %

Expected life (years)

 

3.5

 

Vesting period (years)

 

3

 
Share-Based Payment Arrangement, Option, Activity [Table Text Block]
   

Number of options

   

Weighted average exercise price

 

Outstanding as of September 30, 2024

    366,984     $ 33.83  

Granted

    38,198       30.90  

Exercised

    (346 )     26.18  

Forfeited or expired

    -       -  

Outstanding as of December 31, 2024

    404,836     $ 33.56  
Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]
   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2024

    162,207     $ 34.91  

Granted

    105,301       30.91  

Vested

    (57,089 )     64.31  

Forfeited

    (500 )     26.18  

Unvested as of December 31, 2024

    209,919     $ 32.54  
Share-Based Payment Arrangement, Performance Shares, Activity [Table Text Block]
   

Number of shares

   

Weighted average grant date fair value

 

Unvested shares as of September 30, 2024

   

47,745

   

$

26.18

 

Granted

   

50,747

     

30.90

 

Vested

   

-

     

-

 

Forfeited

   

(47,745

)

   

26.18

 

Unvested as of December 31, 2024

   

50,747

   

$

30.90

 
v3.25.0.1
Note 8 - Revenue (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Disaggregation of Revenue [Table Text Block]
   

Three Months Ended December 31,

 

(In thousands)

 

2024

   

2023

 

United States

 

$

29,332

   

$

27,561

 

All other countries

   

6,144

     

6,669

 

Total Net Sales

 

$

35,476

   

$

34,230

 
   

Three Months Ended December 31,

 
   

2024

   

2023

 

Broadband service providers

   

94

%

   

93

%

Other customers

   

6

%

   

7

%

Total Net Sales

   

100

%

   

100

%

v3.25.0.1
Note 10 - Inventories (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Inventory, Current [Table Text Block]

(In thousands)

 

December 31,

2024

   

September 30,

2024

 

Raw materials

 

$

47,411

   

$

56,842

 

Work-in-process

   

1,644

     

1,790

 

Finished goods

   

25,977

     

23,389

 

Inventories, gross

   

75,032

     

82,021

 

Inventory reserve

   

(15,808

)

   

(15,255

)

Inventories, net

 

$

59,224

   

$

66,766

 
v3.25.0.1
Note 11 - Goodwill and Intangibles (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Schedule of Goodwill [Table Text Block]

(In thousands)

 

Clearfield, Inc.

   

Nestor Cables

   

Total

 

Balance as of September 30, 2024

 

$

4,709

   

$

1,918

   

$

6,627

 

Currency translation effect on foreign goodwill balances

   

-

     

(134

)

   

(134

)

Balance as of December 31, 2024

 

$

4,709

   

$

1,784

   

$

6,493

 

(In thousands)

 

Clearfield, Inc.

   

Nestor Cables

   

Total

 

Balance as of September 30, 2023

 

$

4,709

   

$

1,819

   

$

6,528

 

Currency translation effect on foreign goodwill balances

   

-

     

87

     

87

 

Balance as of December 31, 2023

 

$

4,709

   

$

1,906

   

$

6,615

 
Schedule of Finite-Lived Intangible Assets [Table Text Block]
   

December 31, 2024

 

(In thousands)

 

Useful Life (Years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net Book Value Amount

 

Customer relationships

    15     $ 4,778     $ 1,884     $ 2,894  

Certifications

    8       1,068       918       150  

Trademarks

    8-10       1,081       610       471  

Patents

    20       1,330       232       1,098  

Developed Technology

    10       321       77       244  

Other

    5       6       6       -  

Software

    1-3       3,846       2,600       1,246  

Totals

          $ 12,430     $ 6,327     $ 6,103  
   

September 30, 2024

 

(In thousands)

 

Useful Life (Years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net Book Value Amount

 

Customer relationships

    15     $ 4,856     $ 1,815     $ 3,041  

Certifications

    8       1,068       884       184  

Trademarks

    8-10       1,120       588       532  

Patents

    20       1,302       219       1,083  

Developed Technology

    10       346       75       271  

Other

    5       6       6       -  

Software

    1-3       3,475       2,243       1,232  

Totals

          $ 12,173     $ 5,830     $ 6,343  
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

(In thousands)

 

Estimated amortization expense

 

FY 2025 (remaining)

 

$

1,326

 

FY 2026

   

774

 

FY 2027

   

547

 

FY 2028

   

460

 

FY 2029

   

446

 

Thereafter

   

2,550

 

Total

 

$

6,103

 
v3.25.0.1
Note 12 - Segment Reporting (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Reconciliation of Revenue from Segments to Consolidated [Table Text Block]
   

Three months ended December 31, 2024

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Revenue from external customers

 

$

29,698

   

$

6,444

   

$

-

   

$

35,476

 

Revenue from internal customers (Clearfield, Inc.)

   

-

     

666

     

(666

)

   

-

 

Net investment income

   

1,804

     

-

     

(60

)

   

1,744

 

Interest expense

   

-

     

162

     

(62

)

   

100

 

Depreciation and amortization

   

1,513

     

325

     

-

     

1,838

 

Stock based compensation

   

1,050

     

89

     

-

     

1,139

 

Income tax benefit (expense)

   

53

     

(479

)

   

-

     

(426

)

Net loss

   

(494

)

   

(1,438

)

   

26

     

(1,906

)

Capital expenditures

   

1,751

     

318

     

-

     

2,069

 
   

Three months ended December 31, 2023

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Revenue from external customers

 

$

28,101

   

$

6,129

   

$

-

   

$

34,230

 

Revenue from internal customers (Clearfield, Inc.)

   

-

     

883

     

(883

)

   

-

 

Net investment income

   

2,127

     

2

     

(60

)

   

2,069

 

Interest expense

   

-

     

184

     

(58

)

   

126

 

Depreciation and amortization

   

1,297

     

354

     

-

     

1,651

 

Stock based compensation

   

1,222

     

49

     

-

     

1,271

 

Income tax benefit (expense)

   

(583

)

   

(368

)

   

-

     

(951

)

Net loss

   

(3,383

)

   

(1,759

)

   

(126

)

   

(5,268

)

Capital expenditures

   

1,227

     

1,125

     

-

     

2,352

 
Reconciliation of Assets from Segment to Consolidated [Table Text Block]
   

December 31, 2024

 
   

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

(in thousands)

                               

Goodwill

 

$

4,709

   

$

1,784

   

$

-

   

$

6,493

 

Total assets

 

$

291,656

   

$

35,167

   

$

(23,593

)

 

$

303,230

 
   

September 30, 2024

 

(in thousands)

 

Clearfield

   

Nestor Cables

   

Eliminations

   

Consolidated

 

Goodwill

 

$

4,709

   

$

1,918

   

$

-

   

$

6,627

 

Total assets

 

$

300,472

   

$

38,773

   

$

(23,970

)

 

$

315,275

 
v3.25.0.1
Note 15 - Leases (Tables)
3 Months Ended
Dec. 31, 2024
Notes Tables  
Lessee, Operating Lease Expense [Table Text Block]

Operating lease expense within:

 

Three Months Ended December 31,

 

(in thousands)

 

2024

   

2023

 

Cost of sales

 

$

1,069

   

$

1,057

 

Selling, general and administrative

   

91

     

77

 

Total lease expense

 

$

1,160

   

$

1,134

 
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

FY2025(Remaining)

 

$

3,562

 

FY2026

   

4,798

 

FY2027

   

3,905

 

FY2028

   

3,319

 

FY2029

   

2,017

 

Thereafter

   

4,717

 

Total lease payments

   

22,318

 

Less: Interest

   

(3,672

)

Present value of lease liabilities

 

$

18,646

 
v3.25.0.1
Note 1 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Increase (Decrease) in Accounts Payable and Accrued Liabilities $ (5,328,000) $ (2,108,000)
Net Cash Provided by (Used in) Financing Activities $ (6,388,000) (15,142,000)
Revision of Prior Period, Error Correction, Adjustment [Member]    
Increase (Decrease) in Accounts Payable and Accrued Liabilities   2,972,000
Proceeds from (Repayments of) Debt   2,972,000
Proceeds from (Payments for) Factoring Liability   2,972,000
Previously Reported [Member]    
Net Cash Provided by (Used in) Financing Activities   $ 2,972,000
v3.25.0.1
Note 2 - Net Loss Per Share (Details Textual) - shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 404,836 363,692
Performance Shares [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount 76,121 47,745
v3.25.0.1
Note 2 - Net Loss Per Share - Weighted Average Common Shares Outstanding (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Net (loss) income $ (1,906) $ (5,268)
Weighted average common shares (in shares) 14,213,025 15,212,945
Dilutive potential common shares (in shares) 0 0
Weighted average dilutive common shares outstanding (in shares) 14,213,025 15,212,945
Basic (in dollars per share) $ (0.13) $ (0.35)
Diluted (in dollars per share) $ (0.13) $ (0.35)
v3.25.0.1
Note 3 - Cash and Cash Equivalents - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Cash, including money market accounts $ 6,881 $ 5,789
Money market funds 23,572 10,378
Total cash and cash equivalents $ 30,453 $ 16,167
v3.25.0.1
Note 4 - Investments (Details Textual)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Debt Securities, Available-for-Sale, Unrealized Loss Position, Number of Positions 7 6
Debt Securities, Available for Sale, Other than Temporary Impairment $ 0 $ 0
v3.25.0.1
Note 4 - Investments - Available-for-sale Investments (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Fair value $ 124,477 $ 139,330
Short-term US Treasury Securities [Member]    
Amortized cost 82,005 113,987
Unrealized gains 215 382
Unrealized losses (159) (45)
Fair value 82,061 114,324
Short-term Certificates of Deposit [Member]    
Amortized cost 500 500
Unrealized gains 0 1
Unrealized losses 0 0
Fair value 500 501
Short-term Investment [Member]    
Amortized cost 82,505 114,487
Unrealized gains 215 383
Unrealized losses (159) (45)
Fair value 82,561 114,825
US Treasury Securities [Member]    
Amortized cost   24,514
Unrealized gains   0
Unrealized losses   (245)
Fair value   24,269
Long-term Certificates of Deposit [Member]    
Amortized cost 248 248
Unrealized gains 0 0
Unrealized losses (11) (12)
Fair value 237 236
Long-term Investment [Member]    
Amortized cost 42,049 24,762
Unrealized gains 14 0
Unrealized losses (147) (257)
Fair value 41,916 $ 24,505
Long-term US Treasury Securities [Member]    
Amortized cost 41,801  
Unrealized gains 14  
Unrealized losses (136)  
Fair value $ 41,679  
v3.25.0.1
Note 4 - Investments - Securities in a Continuous Unrealized Loss Position (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Fair value unrealized loss, less than 12 months $ 37,773 $ 19,719
Gross unrealized loss, less than 12 months (69) (39)
Fair value unrealized loss, greater than 12 months 6,772 6,736
Gross unrealized loss, greater than 12 months (237) (262)
US Treasury Securities [Member]    
Fair value unrealized loss, less than 12 months 37,773 19,719
Gross unrealized loss, less than 12 months (69) (39)
Fair value unrealized loss, greater than 12 months 6,535 6,500
Gross unrealized loss, greater than 12 months (226) (250)
Certificates of Deposit [Member]    
Fair value unrealized loss, less than 12 months 0 0
Gross unrealized loss, less than 12 months 0 0
Fair value unrealized loss, greater than 12 months 237 236
Gross unrealized loss, greater than 12 months $ (11) $ (12)
v3.25.0.1
Note 5 - Fair Value Measurements (Details Textual) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Investment securities: $ 124,477 $ 139,330
Fair Value, Inputs, Level 3 [Member]    
Investment securities: $ 0 $ 0
v3.25.0.1
Note 5 - Fair Value Measurements - Fair Value Measurements (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Cash equivalents $ 23,572 $ 10,378
Investment securities: 124,477 139,330
Fair Value, Inputs, Level 1 [Member]    
Cash equivalents 23,572 10,378
Investment securities: 0 0
Fair Value, Inputs, Level 2 [Member]    
Cash equivalents 0 0
Investment securities: 124,477 139,330
Fair Value, Inputs, Level 3 [Member]    
Cash equivalents 0 0
Investment securities: 0 0
Money Market Funds [Member]    
Cash equivalents 23,572 10,378
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Cash equivalents 23,572 10,378
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]    
Cash equivalents 0 0
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]    
Cash equivalents 0 0
Certificates of Deposit [Member]    
Investment securities: 737 738
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member]    
Investment securities: 0 0
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]    
Investment securities: 737 738
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member]    
Investment securities: 0 0
US Treasury Securities [Member]    
Investment securities: 123,740 138,592
US Treasury Securities [Member] | Fair Value, Inputs, Level 1 [Member]    
Investment securities: 0 0
US Treasury Securities [Member] | Fair Value, Inputs, Level 2 [Member]    
Investment securities: 123,740 138,592
US Treasury Securities [Member] | Fair Value, Inputs, Level 3 [Member]    
Investment securities: $ 0 $ 0
v3.25.0.1
Note 6 - Other Comprehensive Income (Loss) - Changes in Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Balance $ 275,763 $ 315,163
Unrealized (loss) on available-for-sale securities (158) 390
Unrealized (loss) on available-for-sale securities 33 (99)
Unrealized (loss) gain on available-for-sale investments (125) 291
Other comprehensive (loss) (1,096) 1,020
Unrealized (loss) on foreign currency translation (1,159) 915
Unrealized (loss) on foreign currency translation 188 (186)
Unrealized (loss) on foreign currency translation (971) 729
Balance 267,435 300,095
Other comprehensive (loss) (1,317) 1,305
Other comprehensive (loss) 221 (285)
Other comprehensive (loss) (1,096) 1,020
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-Sale, Parent [Member]    
Balance 66  
Other comprehensive (loss) (125)  
Balance (59)  
Other comprehensive (loss) (125)  
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]    
Balance 1,013  
Other comprehensive (loss) (971)  
Balance 42  
Other comprehensive (loss) (971)  
AOCI Attributable to Parent [Member]    
Balance 1,079 (544)
Other comprehensive (loss) (1,096)  
Balance (17) $ 476
Other comprehensive (loss) $ (1,096)  
v3.25.0.1
Note 7 - Stock-based Compensation (Details Textual) - USD ($)
3 Months Ended 6 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Share-Based Payment Arrangement, Expense $ 1,139,000 $ 1,271,000      
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount $ 8,910,000 $ 8,668,000 $ 8,910,000 $ 8,668,000  
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition 2 years 10 months 24 days 2 years 10 months 24 days      
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 38,198 111,299      
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 30.9 $ 26.18      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 3 years        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) 2 years 6 months 3 days        
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value $ 5,663,083   $ 5,663,083    
Employee Stock Purchase Plan [Member]          
Share-based Compensation Arrangement by Share-based Payment Award, Market Price Percentage, Offering Date     85.00%    
Issuance of common stock under employee stock purchase plan (in shares)     11,415 10,104  
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price     $ 26.35 $ 24.72  
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant 133,134   133,134    
Share-Based Payment Arrangement, Option [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period 5 years 5 years      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period   3 years      
Share-Based Payment Arrangement, Option [Member] | Minimum [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 3 years        
Share-Based Payment Arrangement, Option [Member] | Maximum [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 5 years        
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Nonemployee [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 1 year        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period 610        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share $ 32.74        
Restricted Stock Units (RSUs) [Member] | The 2022 Plan [Member] | Share-Based Payment Arrangement, Employee [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 3 years 26 years 2 months 4 days      
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period 104,691 121,884      
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share $ 30.9        
Performance Stock Units [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period 3 years        
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period 50,747 47,745      
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights Over 100 Percent, Percentage 100.00%        
Granted, weighted average grant date fair value (in dollars per share) $ 30.9 $ 26.18     $ 30.9
Performance Stock Units [Member] | Share-Based Payment Arrangement, Tranche One [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage 50.00%        
Performance Stock Units [Member] | Share-Based Payment Arrangement, Tranche Two [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights Over 100 Percent, Percentage 100.00%        
Performance Stock Units [Member] | Share-Based Payment Arrangement, Tranche Three [Member]          
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights Over 100 Percent, Percentage 150.00%        
Selling, General and Administrative Expenses [Member]          
Share-Based Payment Arrangement, Expense $ 1,097,000 $ 1,227,000      
Cost of Sales [Member]          
Share-Based Payment Arrangement, Expense $ 42,000 $ 44,000      
v3.25.0.1
Note 7 - Stock-based Compensation - Valuation Assumptions (Details)
3 Months Ended
Dec. 31, 2024
Dividend yield 0.00%
Expected volatility 58.07%
Risk-free interest rate 4.20%
Expected life in years (Year) 3 years 6 months
Vesting period in years (Year) 3 years
v3.25.0.1
Note 7 - Stock-based Compensation - Option Transaction Summary (Details) - $ / shares
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Options, outstanding (in shares) 366,984  
Weighted-average exercise price, outstanding (in dollars per share) $ 33.83  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 38,198 111,299
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price $ 30.9 $ 26.18
Exercised (in shares) (346)  
Exercised (in dollars per share) $ 26.18  
Forfeited or Expired (in shares) 0  
Forfeited or Expired (in dollars per share) $ 0  
Options, outstanding (in shares) 404,836  
Weighted-average exercise price, outstanding (in dollars per share) $ 33.56  
v3.25.0.1
Note 7 - Stock-based Compensation - Restricted Stock Transactions (Details)
3 Months Ended
Dec. 31, 2024
$ / shares
shares
Forfeited, weighted average grant date fair value (in dollars per share) $ 0
Weighted-average exercise price, outstanding (in dollars per share) $ 33.56
Restricted Stock [Member]  
Unvested shares, number of shares (in shares) | shares 162,207
Unvested shares, weighted average grant date fair value (in dollars per share) $ 34.91
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | shares 105,301
Granted, weighted average grant date fair value (in dollars per share) $ 30.91
Vested, number of shares (in shares) | shares (57,089)
Vested, weighted average grant date fair value (in dollars per share) $ 64.31
Forfeited, number of shares (in shares) | shares (500)
Forfeited, weighted average grant date fair value (in dollars per share) $ 26.18
Unvested, number of shares (in shares) | shares 209,919
Weighted-average exercise price, outstanding (in dollars per share) $ 32.54
v3.25.0.1
Note 7 - Stock-Based Compensation - Performance Stock Performance (Details) - $ / shares
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Forfeited or Expired (in dollars per share) $ 0    
Weighted-average exercise price, outstanding (in dollars per share) $ 33.56    
Performance Stock Units [Member]      
Unvested shares, number of shares (in shares) 47,745    
Unvested shares, weighted average grant date fair value (in dollars per share) $ 26.18    
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period 50,747 47,745  
Granted, weighted average grant date fair value (in dollars per share) $ 30.9 $ 26.18 $ 30.9
Vested (in shares) 0    
Vested (in dollars per share) $ 0    
Forfeited (in shares) (47,745)    
Forfeited or Expired (in dollars per share) $ 26.18    
Unvested, number of shares (in shares) 50,747    
Weighted-average exercise price, outstanding (in dollars per share) $ 30.9    
v3.25.0.1
Note 8 - Revenue (Details Textual) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Accounts Receivable, Allowance for Credit Loss, Current $ 0 $ 0
v3.25.0.1
Note 8 - Revenue - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2023
Net Sales $ 35,476 $ 34,230 $ 34,230
Net Sales. percentage 100.00% 100.00%  
Broadband Service Providers [Member]      
Net Sales. percentage 94.00% 93.00%  
Legacy Customers [Member]      
Net Sales. percentage 6.00% 7.00%  
UNITED STATES      
Net Sales $ 29,332   27,561
Non-US [Member]      
Net Sales $ 6,144   $ 6,669
v3.25.0.1
Note 9 - Major Customer Concentration (Details Textual) - Customer Concentration Risk [Member]
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Revenue Benchmark [Member]      
Number of Major Customers 1 1  
Revenue Benchmark [Member] | One Customer [Member]      
Concentration Risk, Percentage 15.00% 19.00%  
Revenue Benchmark [Member] | Customer Two [Member]      
Concentration Risk, Percentage   16.00%  
Accounts Receivable [Member]      
Number of Major Customers 2   3
Accounts Receivable [Member] | Customer Two [Member]      
Concentration Risk, Percentage 12.00%   11.00%
Accounts Receivable [Member] | Customer One [Member]      
Concentration Risk, Percentage 15.00%   16.00%
Accounts Receivable [Member] | Customer Three [Member]      
Concentration Risk, Percentage     10.00%
v3.25.0.1
Note 10 - Inventories - Components of Inventory (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Raw materials $ 47,411 $ 56,842
Work-in-process 1,644 1,790
Finished goods 25,977 23,389
Inventories, gross 75,032 82,021
Inventory reserve (15,808) (15,255)
Inventories, net $ 59,224 $ 66,766
v3.25.0.1
Note 11 - Goodwill and Intangibles (Details Textual)
3 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
Goodwill, Impairment Loss     $ 0
Number of Patents Granted 55    
Impairment of Intangible Assets (Excluding Goodwill), Total     $ 0
Amortization of Intangible Assets $ 527,000 $ 310,000  
Patents [Member]      
Finite-Lived Intangible Asset, Useful Life 20 years   20 years
v3.25.0.1
Note 11 - Goodwill and Intangibles - Summary of Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Balance $ 6,627 $ 6,528
Currency translation effect on foreign goodwill balances (134) 87
Balance 6,493 6,615
Clearfield [Member]    
Balance 4,709 4,709
Currency translation effect on foreign goodwill balances 0 0
Balance 4,709 4,709
Nestor [Member]    
Balance 1,918 1,819
Currency translation effect on foreign goodwill balances (134) 87
Balance $ 1,784 $ 1,906
v3.25.0.1
Note 11 - Goodwill and Intangibles - Finite Lived Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Accumulated amortization $ 12,430 $ 12,173
Net carrying amount 6,327 5,830
Gross carrying amount $ 6,103 $ 6,343
Customer Relationships [Member]    
Gross carrying amount (Year) 15 years 15 years
Accumulated amortization $ 4,778 $ 4,856
Net carrying amount 1,884 1,815
Gross carrying amount $ 2,894 $ 3,041
Finite-Lived Intangible Asset, Useful Life 15 years 15 years
Certification Marks [Member]    
Gross carrying amount (Year) 8 years 8 years
Accumulated amortization $ 1,068 $ 1,068
Net carrying amount 918 884
Gross carrying amount $ 150 $ 184
Finite-Lived Intangible Asset, Useful Life 8 years 8 years
Trademarks [Member]    
Accumulated amortization $ 1,081 $ 1,120
Net carrying amount 610 588
Gross carrying amount $ 471 $ 532
Trademarks [Member] | Minimum [Member]    
Gross carrying amount (Year) 8 years 8 years
Finite-Lived Intangible Asset, Useful Life 8 years 8 years
Trademarks [Member] | Maximum [Member]    
Gross carrying amount (Year) 10 years 10 years
Finite-Lived Intangible Asset, Useful Life 10 years 10 years
Patents [Member]    
Gross carrying amount (Year) 20 years 20 years
Accumulated amortization $ 1,330 $ 1,302
Net carrying amount 232 219
Gross carrying amount $ 1,098 $ 1,083
Finite-Lived Intangible Asset, Useful Life 20 years 20 years
Developed Technology Rights [Member]    
Gross carrying amount (Year) 10 years 10 years
Accumulated amortization $ 321 $ 346
Net carrying amount 77 75
Gross carrying amount $ 244 $ 271
Finite-Lived Intangible Asset, Useful Life 10 years 10 years
Other Intangible Assets [Member]    
Gross carrying amount (Year) 5 years 5 years
Accumulated amortization $ 6 $ 6
Net carrying amount 6 6
Gross carrying amount $ 0 $ 0
Finite-Lived Intangible Asset, Useful Life 5 years 5 years
Computer Software, Intangible Asset [Member]    
Accumulated amortization $ 3,846 $ 3,475
Net carrying amount 2,600 2,243
Gross carrying amount $ 1,246 $ 1,232
Computer Software, Intangible Asset [Member] | Minimum [Member]    
Gross carrying amount (Year) 1 year 1 year
Finite-Lived Intangible Asset, Useful Life 1 year 1 year
Computer Software, Intangible Asset [Member] | Maximum [Member]    
Gross carrying amount (Year) 3 years 3 years
Finite-Lived Intangible Asset, Useful Life 3 years 3 years
v3.25.0.1
Note 11 - Goodwill and Intangibles - Future Estimated Amortization Expense for Intangibles (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
FY 2024 (remaining) $ 1,326  
FY 2025 774  
FY 2026 547  
FY 2027 460  
FY 2028 446  
Thereafter 2,550  
Total $ 6,103 $ 6,343
v3.25.0.1
Note 12 - Segment Reporting (Details Textual)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Number of Reportable Segments 2 2 2
v3.25.0.1
Note 12 - Segment Reporting - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($)
3 Months Ended 9 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2023
Revenue from external customers $ 35,476,000 $ 34,230,000 $ 34,230,000
Revenue from internal customers (Clearfield, Inc.) 0 0  
Net investment income 1,744,000 2,069,000  
Interest expense 100,000 126,000  
Depreciation and amortization 1,838,000 1,651,000  
Stock based compensation 1,139,000 1,271,000  
Income tax benefit (426,000) (951,000)  
Net income (loss) (1,906,000) (5,268,000)  
Capital expenditures 2,069,000 2,352,000  
Intersegment Eliminations [Member]      
Revenue from external customers 0 0  
Revenue from internal customers (Clearfield, Inc.) (666,000) (883,000)  
Net investment income (60,000) (60,000)  
Interest expense (62,000) (58,000)  
Depreciation and amortization 0 0  
Stock based compensation 0 0  
Income tax benefit 0 0  
Net income (loss) 26,000 (126,000)  
Capital expenditures 0 0  
Clearfield [Member] | Operating Segments [Member]      
Revenue from external customers 29,698,000 28,101,000  
Revenue from internal customers (Clearfield, Inc.) 0 0  
Net investment income 1,804,000 2,127,000  
Interest expense 0 0  
Depreciation and amortization 1,513,000 1,297,000  
Stock based compensation 1,050,000 1,222,000  
Income tax benefit 53,000 (583,000)  
Net income (loss) (494,000) (3,383,000)  
Capital expenditures 1,751,000 1,227,000  
Nestor Cables [Member] | Operating Segments [Member]      
Revenue from external customers 6,444,000 6,129,000  
Revenue from internal customers (Clearfield, Inc.) 666,000 883,000  
Net investment income 0 2,000  
Interest expense 162,000 184,000  
Depreciation and amortization 325,000 354,000  
Stock based compensation 89,000 49,000  
Income tax benefit (479,000) (368,000)  
Net income (loss) (1,438,000) (1,759,000)  
Capital expenditures $ 318,000 $ 1,125,000  
v3.25.0.1
Note 12 - Segment Reporting - Reconciliation of Assets from Segments to Consolidated (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Goodwill $ 6,493 $ 6,627 $ 6,615 $ 6,528
Current Liabilities 303,230 315,275    
Clearfield [Member]        
Goodwill 4,709 4,709 $ 4,709 $ 4,709
Operating Segments [Member] | Clearfield [Member]        
Goodwill 4,709 4,709    
Current Liabilities 291,656 300,472    
Operating Segments [Member] | Nestor Cables [Member]        
Goodwill 1,784 1,918    
Current Liabilities 35,167 38,773    
Intersegment Eliminations [Member]        
Goodwill 0 0    
Current Liabilities $ (23,593) $ (23,970)    
v3.25.0.1
Note 13 - Financing Receivables (Details Textual)
€ in Millions
3 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
Dec. 31, 2024
EUR (€)
Sep. 30, 2024
USD ($)
Factoring Liabilities $ 2,790,000     $ 2,920,000
Financing Receivables, Percentage of Cash Initially Received 80.00%   80.00%  
Financing Receivable, Percentage of Balance Received When Invoice is Paid 20.00%   20.00%  
Financing Receivable, Limit $ 12,900,000   € 12.5  
Financing Receivable, Average Interest Rate During Period 4.44% 5.21%    
Minimum [Member]        
Financing Receivable, Interest Rate, Basis Spread on Variable Rate 0.75%      
Agreement Termination Period (Month) 0 months      
Maximum [Member]        
Financing Receivable, Interest Rate, Basis Spread on Variable Rate 1.30%      
Agreement Termination Period (Month) 1 month      
v3.25.0.1
Note 14 - Income Taxes (Details Textual) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Expense (Benefit) $ (426,000) $ (951,000)
Effective Income Tax Rate Reconciliation, Percent, Total 18.30% 15.30%
Unrecognized Tax Benefits, Ending Balance $ 0  
v3.25.0.1
Note 15 - Leases (Details Textual)
1 Months Ended 3 Months Ended 12 Months Ended
Apr. 01, 2024
EUR (€)
May 01, 2023
EUR (€)
Apr. 30, 2024
USD ($)
ft²
Dec. 31, 2024
USD ($)
a
Dec. 31, 2023
USD ($)
Sep. 30, 2024
EUR (€)
ft²
May 11, 2023
ft²
Nov. 19, 2021
ft²
Jan. 01, 2015
ft²
Operating Lease, Weighted Average Remaining Lease Term       5 years 9 months 25 days 4 years 11 months 8 days        
Operating Lease, Weighted Average Discount Rate, Percent       6.48% 3.79%        
Operating Lease, Payments | $       $ 1,679,000 $ 1,042,000        
Tabasalu, Estonia [Member]                  
Area of Real Estate Property       115,000     49,000    
Lessee, Operating Lease, Term of Contract             10 years    
Operating Lease, Monthly Payment | € € 25,000 € 20,400              
Tabasalu, Estonia [Member] | Minimum [Member]                  
Operating Lease, Payments, Annual Increase, Percentage   5.00%              
7050 Winnetka Avenue North, Brooklyn Park, Minnesota [Member]                  
Area of Real Estate Property                 85,000
Lessee, Operating Lease, Term of Contract                 13 years
Tijuana, Mexico 3 [Member]                  
Area of Real Estate Property     318,000            
Lessee, Operating Lease, Term of Contract     7 years            
Lessee, Operating Lease, Renewal Term     5 years            
Operating Lease, Monthly Payment | $     $ 169,000            
Operating Lease, Payments, Annual Increase, Percentage     2.00%            
Tijuana, Mexico 3 [Member] | Lease Mandatory Contractual Term [Member]                  
Lessee, Operating Lease, Term of Contract     5 years            
Brooklyn Part, MN [Member]                  
Area of Real Estate Property               105,000  
Lessee, Operating Lease, Term of Contract               5 years  
Lessee, Operating Lease, Renewal Term               5 years  
Oulu, Finland [Member]                  
Area of Real Estate Property           25,000      
Operating Lease, Monthly Payment | €           € 40,000      
v3.25.0.1
Note 15 - Leases - Operating Lease Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Total lease expense $ 1,160 $ 1,134
Cost of Sales [Member]    
Total lease expense 1,069 1,057
Selling, General and Administrative Expenses [Member]    
Total lease expense $ 91 $ 77
v3.25.0.1
Note 15 - Leases - Maturities of Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
FY2025(Remaining) $ 3,562
FY2026 4,798
FY2027 3,905
FY2028 3,319
FY2029 2,017
Thereafter 4,717
Total lease payments 22,318
Less: Interest (3,672)
Present value of lease liabilities $ 18,646
v3.25.0.1
Note 16 - Debt (Details Textual)
1 Months Ended 3 Months Ended
Aug. 05, 2024
Apr. 01, 2022
USD ($)
Mar. 31, 2021
EUR (€)
Dec. 31, 2024
USD ($)
Dec. 31, 2024
EUR (€)
Sep. 30, 2024
USD ($)
Sep. 30, 2024
EUR (€)
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]   us-gaap:SecuredOvernightFinancingRateSofrMember          
Loan Agreement, Nestor Cables [Member] | Senior Loans [Member]              
Debt Instrument, Face Amount | €     € 2,000,000        
Debt Instrument, Term (Year)     3 years        
NESA [Member] | Senior Loans [Member]              
Debt Instrument, Covenant, Interest Payment Cap     5.00%        
Debt Instrument, Covenant, Interest Penalty     2.00%        
Senior Loan Agreement [Member]              
Long-Term Debt       $ 2,072,000 € 2,000,000 $ 2,228,000 € 2,000,000
Revolving Credit Facility [Member] | Loan and Security Agreement With Bremer Bank, National Association [Member]              
Line of Credit Facility, Maximum Borrowing Capacity   $ 40,000,000          
Debt Instrument, Basis Spread on Variable Rate   1.85%          
Debt Instrument, Minimum Interest Rate Required   1.80%          
Debt Instrument, Interest Rate During Period       6.42%      
Debt Instrument, Covenant, Minimum Debt Service Coverage Ratio 1.2 1.2          
Debt Instrument, Covenant, Maximum Debt to Cash Flow Ratio 2 2          
Debt Instrument, Collateral Amount       $ 291,656,000      

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