Utah
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87-0398434
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification No.)
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common
Stock, no par value per share
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DYNT
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Nasdaq
Capital Market
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐ (Do not check if a smaller
reporting company)
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Smaller
reporting company ☑
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Emerging growth company ☐
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Page
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Item 1B. | Unresolved Staff Comments |
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58
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Our orthopedic soft bracing and support products are designed to
accelerate health for patients both pre- and post-surgical
intervention, and during fracture recovery, joint stabilization,
and ligament injury.
|
Our physical therapy and rehabilitation products are designed to
accelerate health in a wide range of clinical settings, including
physical therapy, rehabilitation, pain management, and athletic
training.
|
Fiscal
Year Ended June 30,
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2019
|
2018
|
||
|
High
|
Low
|
High
|
Low
|
1st Quarter
(July-September)
|
$3.25
|
$2.65
|
$3.15
|
$2.10
|
2nd Quarter
(October-December)
|
$2.99
|
$2.50
|
$3.05
|
$2.15
|
3rd Quarter
(January-March)
|
$2.79
|
$1.96
|
$3.55
|
$2.40
|
4th Quarter
(April-June)
|
$2.09
|
$1.21
|
$3.25
|
$2.80
|
2020
|
$454,150
|
2021
|
461,266
|
2022
|
468,516
|
2023
|
442,631
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2024
|
384,754
|
Thereafter
|
2,113,348
|
Total
|
$4,324,665
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Page
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30
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31
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32
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33
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34
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35
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DYNATRONICS
CORPORATION
|
||
Consolidated Balance Sheets
|
||
As
of June 30, 2019 and 2018
|
||
|
|
|
Assets
|
2019
|
2018
|
Current
assets:
|
|
|
Cash and cash
equivalents
|
$155,520
|
$1,595,757
|
Restricted
cash
|
100,510
|
100,359
|
Trade accounts
receivable, less allowance for doubtful accounts of $89,500 as of
June 30, 2019 and $370,300 as of June 30, 2018
|
7,495,309
|
7,810,846
|
Other
receivables
|
2,776
|
52,819
|
Inventories,
net
|
11,527,521
|
10,987,855
|
Prepaid
expenses
|
632,061
|
778,654
|
Income tax
receivable
|
-
|
95,501
|
|
|
|
Total
current assets
|
19,913,697
|
21,421,791
|
|
|
|
Property and
equipment, net
|
5,677,419
|
5,850,899
|
Intangible assets,
net
|
6,407,374
|
7,131,758
|
Goodwill
|
7,116,614
|
7,116,614
|
Other
assets
|
516,841
|
532,872
|
|
|
|
Total
assets
|
$39,631,945
|
$42,053,934
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$3,989,546
|
$3,412,960
|
Accrued payroll and
benefits expense
|
1,373,481
|
1,929,465
|
Accrued
expenses
|
1,038,726
|
830,243
|
Warranty
reserve
|
207,988
|
205,850
|
Line of
credit
|
6,540,639
|
6,286,037
|
Current portion of
long-term debt
|
173,921
|
164,003
|
Current portion of
capital lease obligations
|
283,781
|
226,727
|
Current portion of
deferred gain
|
150,448
|
150,448
|
Current portion of
acquisition holdback and earn-out liability
|
500,000
|
1,379,512
|
Income tax
payable
|
16,751
|
-
|
|
|
|
Total
current liabilities
|
14,275,281
|
14,585,245
|
|
|
|
Long-term debt, net
of current portion
|
129,428
|
303,348
|
Capital lease
obligations, net of current portion
|
2,915,241
|
2,972,540
|
Deferred gain, net
of current portion
|
1,379,105
|
1,529,553
|
Acquisition
holdback and earn-out liability, net of current
portion
|
-
|
875,000
|
Other
liabilities
|
177,181
|
411,466
|
|
|
|
Total
liabilities
|
18,876,236
|
20,677,152
|
Commitments and
contingencies
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
Preferred stock, no
par value: Authorized 50,000,000 shares; 4,899,000 shares and
4,899,000 shares issued and outstanding as of June 30, 2019 and
June 30, 2018, respectively
|
11,641,816
|
11,641,816
|
Common stock, no
par value: Authorized 100,000,000 shares; 8,417,793 shares and
8,089,398 shares issued and outstanding as of June 30, 2019 and
June 30, 2018, respectively
|
21,320,106
|
20,225,107
|
Accumulated
deficit
|
(12,206,213)
|
(10,490,141)
|
|
|
|
Total
stockholders' equity
|
20,755,709
|
21,376,782
|
|
|
|
Total
liabilities and stockholders' equity
|
$39,631,945
|
$42,053,934
|
|
|
|
See accompanying
notes to consolidated financial statements.
|
|
|
DYNATRONICS
CORPORATION
|
||
Consolidated Statements of Operations
|
||
For
the Years Ended June 30, 2019 and 2018
|
||
|
|
|
|
|
|
|
|
|
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2019
|
2018
|
|
|
|
Net
sales
|
$62,565,117
|
$64,414,910
|
Cost of
sales
|
43,391,518
|
43,994,235
|
Gross
profit
|
19,173,599
|
20,420,675
|
|
|
|
Selling, general,
and administrative expenses
|
19,969,696
|
21,671,569
|
Operating
loss
|
(796,097)
|
(1,250,894)
|
|
|
|
Other income
(expense):
|
|
|
Interest
expense, net
|
(512,186)
|
(428,462)
|
Other
income, net
|
392,035
|
6,786
|
Net other
expense
|
(120,151)
|
(421,676)
|
|
|
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Loss before income
taxes
|
(916,248)
|
(1,672,570)
|
|
|
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Income tax
(provision) benefit
|
(5,474)
|
70,314
|
|
|
|
Net
loss
|
(921,722)
|
(1,602,256)
|
|
|
|
Deemed dividend on
convertible preferred stock and accretion of discount
|
-
|
(1,023,786)
|
Preferred stock
dividend, cash
|
-
|
(104,884)
|
Convertible
preferred stock dividend, in common stock
|
(794,350)
|
(768,074)
|
|
|
|
Net loss
attributable to common stockholders
|
$(1,716,072)
|
$(3,499,000)
|
|
|
|
Basic and diluted
net loss per common share
|
$(0.21)
|
$(0.53)
|
|
|
|
Weighted-average
common shares outstanding:
|
|
|
Basic and
diluted
|
8,246,188
|
6,622,429
|
|
|
|
See accompanying
notes to consolidated financial statements.
|
|
|
DYNATRONICS
CORPORATION
|
||||||
Consolidated Statements of Stockholders'
Equity
|
||||||
For
the Years Ended June 30, 2019 and 2018
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Common
stock
|
Preferred
stock
|
Accumulated
|
stockholders'
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
deficit
|
equity
|
Balance at July 1,
2017
|
4,653,165
|
$11,838,022
|
3,559,000
|
$8,501,295
|
$(8,014,927)
|
$12,324,390
|
|
|
|
|
|
|
|
Stock-based
compensation
|
103,853
|
254,758
|
-
|
-
|
-
|
254,758
|
|
|
|
|
|
|
|
Issuance of
preferred stock and warrants, net of issuance costs of
$399,879
|
-
|
-
|
4,381,935
|
10,600,121
|
-
|
10,600,121
|
|
|
|
|
|
|
|
Preferred stock
dividend, in cash
|
-
|
-
|
-
|
-
|
(104,884)
|
(104,884)
|
|
|
|
|
|
|
|
Preferred stock
dividend, in common stock, issued or to be issued
|
290,445
|
768,074
|
-
|
-
|
(768,074)
|
-
|
|
|
|
|
|
|
|
Preferred stock
converted to common stock
|
3,041,935
|
7,459,600
|
(3,041,935)
|
(7,459,600)
|
-
|
-
|
|
|
|
|
|
|
|
Reduction in equity
retained for acquisition holdback
|
-
|
(95,347)
|
-
|
-
|
-
|
(95,347)
|
|
|
|
|
|
|
|
Preferred stock
beneficial conversion and accretion of discount
|
-
|
-
|
-
|
1,023,786
|
-
|
1,023,786
|
|
|
|
|
|
|
|
Dividend of
beneficial conversion and accretion of discount
|
-
|
-
|
-
|
(1,023,786)
|
-
|
(1,023,786)
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
(1,602,256)
|
(1,602,256)
|
|
|
|
|
|
|
|
Balance at June 30,
2018
|
8,089,398
|
$20,225,107
|
4,899,000
|
$11,641,816
|
$(10,490,141)
|
$21,376,782
|
|
|
|
|
|
|
|
Stock-based
compensation
|
63,998
|
300,649
|
-
|
-
|
-
|
300,649
|
|
|
|
|
|
|
|
Preferred stock
dividend, in common stock, issued or to be issued
|
302,105
|
794,350
|
-
|
-
|
(794,350)
|
-
|
|
|
|
|
|
|
|
Reduction in equity
retained for acquisition holdback
|
(37,708)
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Net
loss
|
-
|
-
|
-
|
-
|
(921,722)
|
(921,722)
|
|
|
|
|
|
|
|
Balance at June 30,
2019
|
8,417,793
|
$21,320,106
|
4,899,000
|
$11,641,816
|
$(12,206,213)
|
$20,755,709
|
|
|
|
|
|
|
|
See
accompanying notes to consolidated financial
statements.
|
|
|
|
|
|
DYNATRONICS
CORPORATION
|
||
Consolidated Statements of Cash Flows
|
||
For
the Years Ended June 30, 2019 and 2018
|
||
|
|
|
|
|
|
|
|
|
|
2019
|
2018
|
Cash flows from
operating activities:
|
|
|
Net
loss
|
$(921,722)
|
$(1,602,256)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|
|
Depreciation
and amortization of property and equipment
|
887,013
|
673,566
|
Amortization
of intangible assets
|
724,384
|
638,360
|
Amortization
of other assets
|
40,635
|
74,568
|
Loss
(gain) on sale of property and equipment
|
2,177
|
20,438
|
Stock-based
compensation expense
|
300,649
|
254,758
|
Change
in allowance for doubtful accounts receivable
|
(280,800)
|
(20,033)
|
Change
in allowance for inventory obsolescence
|
(319,836)
|
55,652
|
Amortization
deferred gain on sale/leaseback
|
(150,448)
|
(150,448)
|
Change
in fair value of earn-out liability
|
(375,000)
|
-
|
Change
in operating assets and liabilities:
|
|
|
Trade
accounts receivable
|
646,380
|
(292,090)
|
Inventories
|
(458,936)
|
491,356
|
Prepaid
expenses
|
146,593
|
(181,865)
|
Other
assets
|
(24,603)
|
(44,567)
|
Income
tax receivable
|
112,252
|
(106,391)
|
Accounts
payable and accrued expenses
|
(3,062
) |
950,754
|
|
|
|
Net
cash provided by operating activities
|
325,676
|
761,802
|
|
|
|
Cash flows from
investing activities:
|
|
|
Purchase
of property and equipment
|
(224,111)
|
(242,911)
|
Net
cash paid in acquisitions
|
-
|
(9,063,017)
|
Proceeds
from sale of property and equipment
|
-
|
12,160
|
|
|
|
Net
cash used in investing activities
|
(224,111)
|
(9,293,768)
|
|
|
|
Cash flows from
financing activities:
|
|
|
Principal
payments on long-term debt
|
(164,002)
|
(146,263)
|
Principal
payments on long-term capital lease
|
(252,738)
|
(194,955)
|
Payment
of acquisition holdbacks
|
(1,379,513)
|
(294,744)
|
Net
change in line of credit
|
254,602
|
4,114,102
|
Proceeds
from issuance of preferred stock, net
|
-
|
6,600,121
|
Preferred
stock dividends paid in cash
|
-
|
(104,884)
|
|
|
|
Net
cash (used in) provided by financing activities
|
(1,541,651)
|
9,973,377
|
|
|
|
Net
change in cash and cash equivalents and restricted
cash
|
(1,440,086)
|
1,441,411
|
|
|
|
Cash and cash
equivalents and restricted cash at beginning of the
period
|
1,696,116
|
254,705
|
|
|
|
Cash and cash
equivalents and restricted cash at end of the period
|
$256,030
|
$1,696,116
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Cash
paid for interest
|
$515,634
|
$412,455
|
Supplemental
disclosure of non-cash investing and financing
activity:
|
|
|
Deemed
dividend on convertible preferred stock and accretion of
discount
|
-
|
1,023,786
|
Preferred
stock dividends paid or to be paid in common stock
|
794,350
|
768,074
|
Inventory
reclassified to demonstration equipment
|
239,106
|
-
|
Preferred
stock issued to acquire "Bird & Cronin"
|
-
|
3,904,654
|
Acquisition
holdback
|
-
|
1,504,512
|
Conversion
of preferred stock to common stock
|
-
|
7,459,600
|
Capital
lease obligations incurred to acquire property and
equipment
|
252,493
|
112,675
|
|
|
|
See accompanying
notes to consolidated financial statements.
|
|
|
Cash and cash
equivalent
|
$454
|
Trade accounts
receivable
|
2,232,703
|
Inventories
|
4,137,181
|
Prepaid
expenses
|
92,990
|
Property and
equipment
|
1,228,000
|
Intangible
assets
|
5,016,000
|
Goodwill
|
2,814,128
|
Warranty
reserve
|
(5,000)
|
Accounts
payable
|
(607,084)
|
Accrued
expenses
|
(247,611)
|
Accrued payroll and
benefits
|
(189,579)
|
Purchase
price
|
$14,472,182
|
|
2019
|
2018
|
Raw
materials
|
$5,830,140
|
$6,216,150
|
Work in
process
|
706,128
|
625,830
|
Finished
goods
|
5,129,806
|
4,604,264
|
Inventory
reserve
|
(138,553)
|
(458,389)
|
|
$11,527,521
|
$10,987,855
|
|
2019
|
2018
|
Land
|
$30,287
|
$30,287
|
Buildings
|
5,690,566
|
5,664,096
|
Machinery and
equipment
|
2,602,760
|
2,229,202
|
Office
equipment
|
322,297
|
318,613
|
Computer
equipment
|
2,445,488
|
2,136,078
|
Vehicles
|
109,560
|
115,233
|
|
11,200,958
|
10,493,509
|
Less accumulated
depreciation and amortization
|
(5,523,539)
|
(4,642,610)
|
|
$5,677,419
|
$5,850,899
|
2020
|
$724,383
|
2021
|
724,383
|
2022
|
706,633
|
2023
|
624,700
|
2024
|
620,550
|
Thereafter
|
1,922,725
|
Total
|
$5,323,374
|
|
2019
|
2018
|
Beginning warranty
reserve balance
|
$205,850
|
$202,000
|
Warranty costs
incurred
|
(87,848)
|
(122,708)
|
Warranty expense
accrued
|
89,986
|
120,524
|
Warranty reserve
assumed in the Acquisition
|
-
|
5,000
|
Changes in
estimated warranty costs
|
-
|
1,034
|
Ending warranty
reserve
|
$207,988
|
$205,850
|
|
2019
|
2018
|
6.44%
promissory note secured by trust deed on real property, maturing
January 2021, payable in monthly installments of
$13,278
|
$239,229
|
$378,255
|
5.99%
promissory note secured by a vehicle, payable in monthly
installments of $833 through December 2020
|
14,311
|
23,162
|
5.01%
promissory note secured by copier equipment, payable in monthly
installments of $924 through October 2022
|
33,965
|
43,099
|
3.99%
promissory note secured by equipment, payable in monthly
installments of $247 through February 2023
|
9,886
|
12,403
|
3.97%
promissory note secured by equipment, payable in monthly
installments of $242 through February 2021
|
4,668
|
7,325
|
7.56%
promissory note secured by copier equipment, payable in monthly
installments of $166 through February 2020
|
1,290
|
3,107
|
|
303,349
|
467,351
|
Less
current portion
|
(173,921)
|
(164,003)
|
|
$129,428
|
$303,348
|
2020
|
$173,921
|
2021
|
110,617
|
2022
|
13,448
|
2023
|
5,363
|
Total
|
$303,349
|
2020
|
1,030,538
|
2021
|
508,782
|
Total
|
$1,539,320
|
|
2019
|
2018
|
Balance of capital
lease obligation
|
$3,199,022
|
$3,199,267
|
Less current
portion
|
(283,781)
|
(226,727)
|
|
$2,915,241
|
$2,972,540
|
2020
|
$454,150
|
2021
|
461,266
|
2022
|
468,516
|
2023
|
442,631
|
2024
|
384,754
|
Thereafter
|
2,113,348
|
Total
|
$4,324,665
|
|
|
Imputed
interest
|
$948,462
|
Deferred
rent
|
177,181
|
|
2019
|
2018
|
Balance of deferred
gain
|
$1,529,553
|
$1,680,001
|
Less current
portion
|
(150,448)
|
(150,448)
|
|
$1,379,105
|
$1,529,553
|
|
Current
|
Deferred
|
Total
|
2019:
|
|
|
|
U.S.
federal
|
$-
|
$-
|
$-
|
State and local
|
(5,474)
|
-
|
(5,474)
|
|
$(5,474
) |
$-
|
$(5,474)
|
2018:
|
|
|
|
U.S.
federal
|
$71,930
|
$-
|
$71,930
|
State and
local
|
(1,616)
|
-
|
(1,616)
|
|
$70,314
|
$-
|
$70,314
|
|
2019
|
2018
|
Expected tax
benefit
|
$183,655
|
$459,957
|
State taxes, net of
federal tax benefit
|
30,705
|
45,817
|
Business tax
credits
|
-
|
45,000
|
Effect of corporate
income tax rate change
|
-
|
(784,860)
|
Valuation
allowance
|
(237,690
) |
332,193
|
Incentive stock
options
|
(8,812)
|
(9,977)
|
Other,
net
|
26,668
|
(17,816)
|
|
$(5,474)
|
$70,314
|
|
2019
|
2018
|
Net deferred income
tax assets (liabilities):
|
|
|
Inventory
capitalization for income tax purposes
|
$86,197
|
$60,944
|
Inventory
reserve
|
36,024
|
119,181
|
Accrued employee
benefit reserve
|
90,536
|
93,496
|
Warranty
reserve
|
54,076
|
53,522
|
Interest expense
limitation
|
126,916
|
7,949
|
Allowance for
doubtful accounts
|
29,292
|
95,522
|
Property and
equipment, principally due to differences in
depreciation
|
(151,146)
|
(155,096)
|
Research and
development credit carryover
|
609,391
|
588,707
|
Other
intangibles
|
(205,549)
|
(98,067)
|
Deferred gain on
sale lease-back
|
527,340
|
548,026
|
Operating loss
carry forwards
|
1,666,684
|
1,317,887
|
Valuation
allowance
|
(2,869,761)
|
(2,632,071)
|
Total deferred
income tax assets (liabilities)
|
$-
|
$-
|
|
2019
|
2018
|
Expected dividend
yield
|
0%
|
0%
|
Expected stock
price volatility
|
42%
|
43% - 45%
|
Risk-free interest
rate
|
2.69%
|
2.60% - 2.75%
|
Expected life of
options
|
5.25
years
|
4 - 5
years
|
|
Shares
Designated
|
Shares
Outstanding
|
Liquidation
Value/ Preference
|
Series A
Preferred
|
2,000,000
|
2,000,000
|
$5,000,000
|
Series B
Preferred
|
1,800,000
|
1,459,000
|
3,647,500
|
Series C
Preferred
|
2,800,000
|
1,440,000
|
-
|
|
Year
Ended
June
30
|
|
|
2019
|
2018
|
Physical Therapy
and Rehabilitation Products
|
$ 39,000,967
|
$46,340,332
|
Orthopedic Soft
Bracing and Support Products
|
23,202,597
|
17,233,155
|
Other
|
361,553
|
841,423
|
|
$62,565,117
|
$64,414,910
|
|
Page
|
|
|
30
|
|
|
|
31
|
|
|
|
32
|
|
|
|
33
|
|
|
|
34
|
|
|
|
35
|
Exhibit Number
|
Description of Exhibit
|
Filing
Reference
|
2.1
|
Asset Purchase
Agreement, dated September 26, 2017, by and between Dynatronics
Corporation and Bird & Cronin, Inc.
|
Exhibit 10.1 to
Current Report on Form 8-K filed September 27,
2017
|
3.1(i)
|
Amended and
Restated Articles of Incorporation of Dynatronics
Corporation
|
Exhibit 3.1 to
Registration Statement on Form S-3 filed January 27,
2017
|
3.1(ii)
|
Certificate
Designating the Preferences, Rights and Limitations of the Series A
8% Convertible Preferred Stock of the Registrant
(Corrected)
|
Exhibit 3.1 to
Current Report on Form 8-K, (File No. 000-12697) filed July 1,
2015
|
3.1(iii)
|
Certificate of
Designations, Preferences and Rights of the Series B Convertible
Preferred Stock of Dynatronics Corporation
|
Exhibit 3.1 to
Current Report on Form 8-K filed April 4, 2017
|
3.1(iv)
|
Certificate of
Designation of Rights and Preferences of Series C Non-Voting
Convertible Preferred Stock as filed with the Utah Division of
Corporations and Commercial Code September 29,
2017
|
Exhibit 3.1 to
Current Report on Form 8-K filed October 6,
2017
|
3.1(v)
|
Certificate of
Designation of Rights and Preferences of Series D Non-Voting
Convertible Preferred Stock as filed with the Utah Division of
Corporations and Commercial Code September 29,
2017
|
Exhibit 3.2 to
Current Report on Form 8-K filed October 6,
2017
|
3.2
|
Amended
and Restated Bylaws of Dynatronics
Corporation
|
Exhibit
3.2 to Current Report on Form 8-K filed July 22, 2015
|
4.2(i)
|
Specimen
Common Stock Certificate
|
Exhibit
4.1 to Registration Statement on Form S-1 (file no. 00-285045),
filed July 11, 1983
|
4.2(ii)
|
Specimen Series A
8% Convertible Preferred Stock Certificate
|
Exhibit 4.2 to
Registration Statement on Form S-3 (file no. 333-205934) filed July
29, 2015
|
4.2(iii)
|
Specimen Series B
Convertible Preferred Stock Certificate
|
Exhibit 4.2 to
Registration Statement on Form S-3 (file no. 333-217322) filed
April 14, 2017
|
4.1(iv)
|
Form of Common
Stock Purchase Warrant (A Warrant) 2015 A
Warrant
|
Exhibit 4.1
to Current Report on Form 8-K (file no. 000-12697) filed
July 1, 2015
|
4.1(v)
|
Form of Common
Stock Purchase Warrant (B Warrant) 2015 B
Warrant
|
Exhibit 4.2
to Current Report on form 8-K (file no. 000-12697) filed
July 1, 2015
|
4.1(vi)
|
Form of Common
Stock Purchase Warrant 2017
|
Exhibit 4.2 of
Current Report on Form 8-K (file no. 000-12697) filed March 22,
2017
|
4.1(vii)
|
Form of Common
Stock Purchase Warrant (September 2017)
|
Exhibit 4.1 of
Current Report on Form 8-K (file no. 000-12697) filed September 27,
2017
|
10.1
|
Loan and Security
Agreement with Bank of the West
|
Exhibit 10.1 to
Current Report on Form 8-K filed April 4, 2017
|
10.2
|
Dynatronics
Corporation 2015 Equity Incentive Award Plan and Forms of Statutory
and Non- Statutory Stock Option Awards
|
Exhibit 4.1 to
Registration Statement on form S-8, effective September 3,
2015
|
10.3
|
Dynatronics
Corporation 2018 Equity
Incentive Plan
|
Appendix to
Definitive Proxy Statement on Schedule 14A, filed October 10,
2018
|
10.4
|
Severance agreement
for Kelvyn H. Cullimore, Jr.
|
Exhibit 10.1 to
Current Report on Form 8-K on March 28, 2012
|
10.5
|
Lease Agreement,
dated October 2, 2017, by and between Dynatronics Corporation and
Trapp Road Limited Liability Company
|
Exhibit 10.2 to
Current Report on Form 8-K filed October 6,
2017
|
10.6
|
Modification
Agreement, dated October 2, 2017 among Dynatronics Corporation,
Hausmann Enterprises, LLC and Bird & Cronin, LLC as Borrowers
and Bank of the West
|
Exhibit 10.6 to
Current Report on Form 8-K filed October 6,
2017
|
10.7
|
Employment contract
with Chris R. von Jako, Ph.D.
|
Exhibit 10.1 to
Current Report on Form 8-K filed June 26, 2018
|
10.8
|
Waiver and Modification Agreement, dated July 13, 2018 among
Dynatronics Corporation, Hausmann Enterprises, LLC and Bird &
Cronin, LLC as Borrowers and Bank of the West
|
Exhibit 10.11 on Form 10-K filed September 27,
2018
|
10.9
|
Fifth Modification
Agreement, dated June 21, 2019
|
Exhibit 10.1 to
Current Report on Form 8-K filed June 21, 2019
|
10.10
|
Severance Agreement
with Christopher R. von Jako, dated August 26,
2019
|
Exhibit 10.1 to
Current Report on Form 8-K filed August 29,
2019
|
10.11
|
Employment
Agreement with Brian D. Baker, dated August 26,
2019
|
Exhibit 10.2 to
Current Report on Form 8-K filed August 29,
2019
|
21
|
Subsidiaries of the
registrant
|
Filed
herewith
|
23.1
|
Consent of Tanner
LLC
|
Filed
herewith
|
31.1
|
Certification under
Rule 13a-14(a)/15d-14(a) of principal executive
officer
|
Filed
herewith
|
31.2
|
Certification under
Rule 13a-14(a)/15-14(a) of principal accounting officer and
principal financial officer
|
Filed
herewith
|
32.1
|
Certification under
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350) of principal
executive officer
|
Filed
herewith
|
32.2
|
Certification
under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350) of principal financial officer and principal
accounting officer
|
Filed
herewith
|
101.INS**
|
XBRL
Instance Document
|
Filed
herewith
|
101.SCH**
|
XBRL
Taxonomy Extension Schema Document
|
Filed
herewith.
|
101.CAL**
|
XBRL
Taxonomy Extension Calculation Linkbase Document
|
Filed
herewith
|
101.LAB**
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
Filed
herewith
|
101.PRE**
|
XBRL
Taxonomy Extension Label Linkbase Document
|
Filed
herewith
|
101.DEF**
|
XBRL
Taxonomy Extension Definition Linkbase Document
|
Filed
herewith
|
|
DYNATRONICS
CORPORATION
|
|
|
|
|
|
|
Date:
September 25, 2019
|
By:
|
/s/
Brian D. Baker
|
|
|
|
Brian
D. Baker
|
|
|
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
Date:
September 25, 2019
|
By:
|
/s/
Brian D. Baker
|
|
|
|
Brian
D. Baker
|
|
|
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
/s/
David A. Wirthlin
|
|
|
|
David
A. Wirthlin
|
|
|
|
Chief
Financial Officer
(Principal
Accounting Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/
Kelvyn H. Cullimore, Jr.
|
|
|
|
Kelvyn
H. Cullimore, Jr.
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/
Erin S. Enright
|
|
|
|
Erin S.
Enright
|
|
|
|
Director,
Chairman
|
|
|
|
|
|
|
|
/s/
David B. Holtz
|
|
|
|
David
B. Holtz
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/
Scott A. Klosterman
|
|
|
|
Scott
A. Klosterman
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/
Brian M. Larkin
|
|
|
|
Brian
M. Larkin
|
|
|
|
Director
|
|
|
|
|
|
|
|
/s/ R.
Scott Ward, Ph.D.
|
|
|
|
R.
Scott Ward, Ph.D.
|
|
|
|
Director
|
|
|
|
|
|
(1)
|
Dynatronics
Distribution Co. LLC, a Utah limited liability company formed to
facilitate the acquisition of six distribution businesses in
2007;
|
|
|
(2)
|
Hausmann
Enterprises, LLC, a Utah limited liability company, formed to
facilitate the acquisition and subsequent operation of a
manufacturing and distribution business in
2016;
|
|
|
(3)
|
Dynatronics
Medical Products, LLC, a Utah limited liability company, formed to
facilitate the acquisition of a manufacturing and distribution
business in 2017; and
|
|
|
(4)
|
Bird &
Cronin, LLC, a Utah limited liability company, formed to facilitate
the acquisition and subsequent operation of a manufacturing and
distribution business in 2017.
|
1.
|
I have reviewed this Annual Report
on Form 10-K of Dynatronics Corporation;
|
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
|
Date: September 25,
2019
|
By:
|
/s/
Brian D.
Baker
|
|
|
|
Brian D. Baker
|
|
|
|
President and Chief Executive
Officer
|
|
|
|
(Principal Executive
Officer)
|
|
1.
|
I have reviewed this Annual Report
on Form 10-K of Dynatronics Corporation;
|
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
|
Date: September 25,
2019
|
By:
|
/s/ David A.
Wirthlin
|
|
|
|
David A.
Wirthlin
|
|
|
|
Chief Financial
Officer
|
|
|
|
(Principal Financial and Accounting
Officer)
|
|
|
DYNATRONICS
CORPORATION
|
|
|
|
|
|
|
Date: September 25,
2019
|
By:
|
/s/ Brian D.
Baker
|
|
|
|
Brian D.
Baker
|
|
|
|
President and Chief Executive
Officer
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
|
|
Date: September 25,
2019
|
By:
|
/s/ David A.
Wirthlin
|
|
|
|
David A.
Wirthlin
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|