UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15,
2018
DYNATRONICS CORPORATION
(Exact name of registrant as specified in its charter)
Utah
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0-12697
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87-0398434
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(State
or other jurisdictionof incorporation)
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(Commission
FileNumber)
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(I.R.S.
Employer Identification No.)
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7030 Park Centre Drive
Cottonwood Heights, Utah 84121
(Address of principal executive offices, with zip
code)
(801) 568-7000
(Registrant’s telephone number, including area
code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction
A.2.):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§
230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR
§
240.12b-2).
Emerging
growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of Operations and Financial
Condition.
On May
15, 2018, Dynatronics Corporation (the
“
Company
”
) issued a press release announcing
certain preliminary estimated financial results for the Company for
the three and nine months ended March 31, 2018. The text of the
press release issued by the Company is furnished as Exhibit 99.1 to
this report.
The
information in this Current Report is being furnished and shall not
be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section. The information in this Current
Report shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933,
as amended. The furnishing of the information in this Current
Report is not intended to, and does not, constitute a
representation that such furnishing is required by Regulation FD or
that the information this Current Report contains is material
investor information that is not otherwise publicly
available.
Item 7.01 Regulation FD Disclosure.
The
information disclosed under Item 2.02, as well as the exhibits
attached under Item 9.01 below are incorporated herein by
reference.
On May
15, 2018, the Company announced that it has filed a shelf
registration statement on Form S-3. Once declared effective by the
Securities and Exchange Commission, or SEC, the Company may, from
time to time in one or more future offerings, issue various types
of securities, including common stock, preferred stock, debt
securities, warrants to purchase other securities, and units up to
an aggregate amount of $50,000,000, at prices and on terms
announced, if and when the securities are ever offered. The Company
has no current plans to issue securities under the registration
statement.
A
registration statement relating to these securities has been filed
with the SEC, but has not yet become effective. These securities
may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. Any offering of the
securities covered by the shelf registration statement will be made
solely by means of a prospectus and an accompanying prospectus
supplement relating to that offering. A copy of the prospectus
included in the registration statement may be obtained on the SEC's
website at www.sec.gov. This Form 8-K shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any offer for sale, or solicitation of an offer to buy, any of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
The
information furnished pursuant to this Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) or otherwise subject to the liabilities
under such section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act
of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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Press
release dated May 15, 2018.
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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 hereunto duly authorized.
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DYNATRONICS
CORPORATION
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Date: May 15,
2018
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By:
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/s/
Kelvyn
H. Cullimore
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Kelvyn H.
Cullimore
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Chief Executive
Officer
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Exhibit 99.1
NEWS RELEASE
Contact:
Jim Ogilvie, 800-874-6251 or 801-568-7000
Dynatronics Announces Significant Top Line Sales
Increase
●
115.6% increase in sales for fiscal 2018 third quarter
●
95.9% increase in gross profit for fiscal 2018 third
quarter
●
Increases due to performance at newly acquired
operations
Cottonwood Heights, Utah (May 15, 2018)
–
Dynatronics
Corporation
(NASDAQ:DYNT) today announced financial results
for its fiscal 2018 third quarter ended March 31,
2018.
Financial Performance
Net
sales for the quarter increased $8.9 million, or 115.6 percent, to
$16.6 million, compared to $7.7 million in the same period of the
prior year. Gross profit for the quarter increased $2.6 million, or
95.9 percent, to $5.3 million. The increase in net sales and gross
profit were attributable to the company’s acquisitions of
Hausmann and Bird & Cronin in the previous twelve months. These
acquired operations contributed combined sales of $9.7 million and
gross profit of $3.1 million in the quarter. Sales from the Therapy
Products Division, or Therapy Products, declined approximately $0.8
million, primarily attributable to lower volume of therapeutic
modality and distributed supply sales. Gross margin for the quarter
was 31.8 percent, compared to 35.0 percent in the same period of
the prior year. The margin decrease was primarily due to the
addition of Hausmann sales at a lower gross margin, as well as some
gross margin decline at Therapy Products.
“We
continue to see a meaningful impact from the acquisitions of
Hausmann and Bird & Cronin,” said Kelvyn H. Cullimore
Jr., Dynatronics’ CEO. “They are both performing to
expectations operationally, and we are confident in the leadership
teams within the divisions.”
Net
loss for the quarter ended March 31, 2018 was approximately $1.3
million, compared to a net loss of $0.8 million for the quarter
ended March 31, 2017. Depreciation, amortization, and other
non-cash expenses were $0.6 million in the quarter. The $0.5
million increase in net loss primarily is attributable to
previously announced severance and related expenses of $0.9 million
in the quarter. Exclusive of these charges, adjusted net loss,
which is a non-GAAP performance measure, was approximately $0.4
million, or a bottom line improvement of $0.4 million compared to
the same quarter last year.
Net
loss attributable to common stockholders for the quarter ended
March 31, 2018 was approximately $1.5 million compared to a loss of
$0.8 million for the quarter ended March 31, 2017 and includes
preferred stock dividends of $0.2 million accrued in the quarter
ended March 31, 2018 that were paid after the quarter end with
shares of common stock. Preferred stock dividends increased,
compared to the same quarter of the prior year, due to the issuance
of additional preferred shares in April 2017 in connection with the
acquisition of Hausmann.
Leadership Transition, Therapy Products Division
“As
we continued with our transition plans during the quarter, we
announced several leadership changes at the company that have had
or that we expect will have a direct impact on our results of
operations. We outlined the plan to begin searching for a new CEO,
with an anticipated completion of that search and transition to the
new CEO in June of this year,” said Cullimore. “It has
been my distinct pleasure to serve Dynatronics since 1979, and I am
confident that the new CEO will lead us through our continued
growth to the next level as a larger
enterprise.”
“We
also announced the hiring in the third quarter of Brian Baker as
President of Therapy Products. We are excited about Brian’s
leadership and believe he has the skills, knowledge, and experience
needed to help drive growth and profitability within that
division,” continued Mr. Cullimore. “Brian has already
implemented a stock keeping unit (SKU) reduction plan and a
targeted reduction in staff to drive profitability within the
division. Due to these changes, we expect to incur one-time
severance expense of approximately $140,000 that will be recognized
in the quarter ending June 30, 2018.”
"The
leadership changes at Therapy Products and the strategic hires at
the corporate level (including a new chief information officer and
regulatory and quality director) will strengthen the company's
management foundation and support its growth and profitability,"
added David A. Wirthlin, Chief Financial Officer. "We are excited
about the company’s prospects and look forward to building on
the progress already achieved."
Conference Call
Dynatronics has scheduled a conference call for investors on May
15, 2018, at 8:30 AM ET. Those wishing to participate should call
(877) 407-8033 or (201) 689-8033 for international
callers
.
Universal Shelf Registration Statement
Dynatronics also announced that it has filed a universal shelf
registration statement on Form S-3 with the Securities and
Exchange Commission, or SEC. While the company has no current plans
to issue securities under the new registration statement, it is
intended to provide Dynatronics additional flexibility to finance
future business opportunities through timely and cost-effective
access to the capital markets.
Once the registration statement is declared effective by the SEC,
subject to market conditions and other factors, Dynatronics may
from time to time issue various types of securities, including
common stock, preferred stock, debt securities and/or warrants, or
any combination of such securities, up to an aggregate amount of
$50 million. The terms of any offering of securities under the
registration statement would be established at the time of offering
and will be made solely by means of a prospectus and an
accompanying prospectus supplement relating to that offering.
Dynatronics may use the net proceeds from sales of securities under
the shelf registration for general corporate purposes as described
in the prospectus or a prospectus supplement.
The registration statement on Form S-3 relating to these securities
has been filed with the SEC, but has not yet become effective, and
these securities may not be sold, nor may offers to buy be accepted
before the registration statement becomes effective. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About Dynatronics Corporation
Dynatronics
Corporation (NASDAQ:DYNT) designs, manufactures, markets, and
distributes advanced-technology medical devices, therapeutic and
medical treatment tables, rehabilitation equipment, custom athletic
training treatment tables and equipment, institutional cabinetry,
orthopedic soft goods, as well as other specialty patient,
rehabilitation and therapy products and supplies. Through its
various distribution channels, the company markets and sells its
products to physical therapists, chiropractors, athletic trainers,
sports medicine practitioners, orthopedists, hospitals, clinics,
and other medical professionals, and institutions. More information
including earnings releases and other financial information are
available at
www.dynatronics.com/investors
.
Information about the company’s products and services is
available at
www.dynatronics.com
,
www.hausmann.com
,
and
www.birdcronin.com
.
Use of Non-GAAP Financial Measures
Dynatronics’
management believes that in order to better understand the
company's short-term and long-term financial trends, investors may
wish to consider certain non-GAAP financial measures as a
supplement to financial performance measures prepared in accordance
with GAAP. Non-GAAP measures should be considered in addition to,
and not as a substitute for, financial performance measures in
accordance with GAAP. In this press release, the company has
reported non-GAAP adjusted net loss after adjusting for the impact
of one-time severance payments and related expenses in the current
period that were episodic and did not occur in the prior year. The
GAAP results are reported in the press release and in the financial
statement tables included in this press release.
Safe Harbor
This
press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. Those statements include references to the
company’s expectations and similar statements. Our actual
results could differ materially from those projected in these
forward-looking statements, which involve a number of risks and
uncertainties, including global economic conditions generally,
competitive factors, inventory risks due to shifts in market
demand, market demand for our products, and availability of
financing at cost-effective rates. The contents of this press
release should be considered in conjunction with the risk factors,
warnings, and cautionary statements that are contained in our most
recent filings with the Securities and Exchange
Commission.
The
following is a summary of the financial results for the quarters
ended March 31, 2018 and 2017 and as of March 31, 2018 and June 30,
2017:
Summary Selected Financial Data
Statement of Operations Highlights
In thousands, except per share amounts
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Net
sales
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$
16,634
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$
7,716
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$
47,513
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$
24,592
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Cost of
sales
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11,343
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5,014
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32,112
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16,022
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Gross
profit
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$
5,291
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$
2,702
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$
15,401
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$
8,570
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Selling, general,
and admin. expenses
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$
6,213
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$
3,153
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$
15,146
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$
8,769
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Research and
development expenses
|
242
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231
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1,048
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819
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Other expense,
net
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113
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73
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271
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118
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Loss before income
taxes
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$
(1,277
)
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$
(755
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$
(1,064
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$
(1,136
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Income tax
(provision) benefit
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0
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0
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0
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0
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Net income
(loss)
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$
(1,277
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$
(755
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$
(1,064
)
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$
(1,136
)
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Deemed dividend on
8% convertible preferred stock
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$
-
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$
-
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$
(1,024
)
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$
(376
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Preferred stock
dividend, cash
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-
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-
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(105
)
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-
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8% convertible
preferred stock dividend
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(191
)
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(94
)
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(578
)
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(271
)
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Net loss
attributable to common stockholders
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$
(1,468
)
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$
(849
)
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$
(2,771
)
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$
(1,783
)
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Net loss
attributable to common stockholders per share – basic and
diluted
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(0.18
)
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(0.28
)
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(0.45
)
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(0.61
)
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Weighted-average
common shares outstanding – basic and diluted
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7,962,179
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3,022,443
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6,135,224
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2,914,229
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Balance Sheet Highlights
In thousands, except per share amounts
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Cash
and cash equivalents
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$
1,497
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$
255
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Trade
accounts receivable
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7,117
|
5,281
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Inventories,
net
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12,389
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7,398
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Prepaid
& other
|
833
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537
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Total
current assets
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$
21,836
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$
13,471
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Accounts
payable
|
3,320
|
2,335
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Accrued
payroll and benefits expense
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2,019
|
1,473
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Accrued
expenses
|
655
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657
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Other
current liabilities
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908
|
1,001
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Line
of credit
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6,543
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2,172
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Total
current liabilities
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$
13,445
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$
7,637
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Dynatronics
Corporation
Investor
Relations
Jim
Ogilvie
(801)
727-1755
jim.ogilvie@dynatronics.com
For
additional information, please visit:
www.dynatronics.com
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Dynatronics on
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Source:
Dynatronics Corporation