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): November 12, 2020
__________________________________________
 
Dynatronics Corporation
(Exact name of registrant as specified in its charter)
 
__________________________________________
 
Utah
 
0-12697
 
87-0398434
(State or other jurisdiction of incorporation)
 
Commission File Number
 
(IRS Employer Identification Number)
 
1200 Trapp Rd, Eagan, Minnesota
 
55121
(Address of principal executive offices)
 
(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:
 
☐ 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 14(d)-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))
 
Securities registered pursuant to Section 12(b) of the Act: 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, no par value
 
DYNT
 
The Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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. ☐
 

 
 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This Report includes forward-looking statements. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
 
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the uncertainty regarding the impact or duration of the novel coronavirus COVID-19 ("COVID-19") pandemic that is rapidly spreading globally and adversely affecting communities and businesses, including ours, as well as those factors described under the heading "Risk Factors" in our filings with the Securities and Exchange Commission ("SEC"), including our reports on Forms 10-K, 10-Q, 8-K and other filings that we make with the SEC from time to time. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under "Risk Factors" may not be exhaustive.
 
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.
 
Item 2.02  Results of Operations and Financial Condition
 
On November 12, 2020, Dynatronics Corporation ("Dynatronics" or "Company") issued a press release reporting, among other things, financial results relating to the quarter ended September 30, 2020. Also, as previously announced by a press release issued on November 4, 2020, on November 12, 2020, the Company held a conference call in which executives of the Company reviewed the fiscal 2021 first quarter results. A replay will be available through December 11, 2020, by dialing (877) 481-4010, Pin 38163. The full text of the press release is furnished herewith as Exhibit 99.1.
 
The information under this Item 2.02 and in Exhibit 99.1 is being furnished and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
 
 
 
 
Item 7.01. Regulation FD Disclosure.
 
The information provided in Item 2.02 is incorporated herein by reference.
 
The information set forth under this Item 7.01 and in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Item 9.01  Financial Statements and Exhibits
 
Exhibit Number
 
Description
 
 
 
 
Press Release dated November 12, 2020
 
 
 
 
 
 
 
 
 
 
 
 
SIGNATURE
 
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.
  
Date: November 12, 2020 
DYNATRONICS CORPORATION
 
 
 
 
 
 
By:  
/s/John Krier
 
 
Name:
John Krier
 
 
Title:    
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Exhibit 99.1
 
Dynatronics Reports First Quarter Results for Fiscal 2021
 
Eagan, MN (November 12, 2020) – Dynatronics Corporation (NASDAQ:DYNT), a leading manufacturer of athletic training, physical therapy, and rehabilitation products, today announced financial results for its first quarter of fiscal year 2021.
 
Net sales for the quarter ended September 30, 2020 were $12.1 million, a decrease of $4.3 million, or 26.0%, compared to $16.4 million in the same period of the prior year. Gross profit decreased $1.3 million, or 24.3%, to $3.9 million compared to $5.2 million in the same quarter of the prior year. The decrease in net sales and gross profit compared to the prior year period were primarily attributable to COVID-19 precautions and associated deferral on elective procedures. Gross margin for the quarter was 32.2% compared to 31.4% in the same period of the prior year.
 
Net loss for the quarter ended September 30, 2020 was approximately $0.4 million, compared to a net gain of $0.1 million for the same quarter of the prior fiscal year. The Company experienced positive cash flow from operating activities of $1.1 million in the first quarter of fiscal year 2021.
 
“Over the last two quarters, we have demonstrated the ability to stabilize the business through decisive actions, despite the significant disruption to our customers,” said John Krier, President and CEO of Dynatronics Corporation. “We are committed to our brands, our customers, and our employees and will continue to pursue and execute our growth strategy as opportunities present themselves.”
 
Due to continued uncertainty resulting from the ongoing COVID-19 pandemic, Dynatronics will not provide guidance for fiscal year 2021.
 
Conference Call
 
Dynatronics has scheduled a conference call for investors on November 12, 2020, at 8:30 AM ET. Those wishing to participate should call (844) 407-9500 (U.S./Canada callers) or (862) 298-0850 (international callers). A replay will be available by dialing (877) 481-4010, Pin 38163.
 
About Dynatronics Corporation
 
Dynatronics Corporation is a leading medical device company committed to providing high-quality restorative products designed to accelerate achieving optimal health. The Company designs, manufactures, and sells a broad range of products for clinical use in physical therapy, rehabilitation, pain management, and athletic training. Through its distribution channels, Dynatronics markets and sells to orthopedists, physical therapists, chiropractors, athletic trainers, sports medicine practitioners, clinics, hospitals, and consumers. The Company’s products are marketed under a portfolio of high-quality, well-known industry brands including Bird & Cronin®, Solaris™, Hausmann™, Physician’s Choice®, and PROTEAM™, among others. More information is available at www.dynatronics.com.
 
Safe Harbor Notification
 
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. Such forward-looking statements reflect the views of management at the time such statements are made. These statements include references to our financial guidance, expected revenues, gross profit, and selling, general, and administrative expenses. These forward-looking statements are subject to a number of risks, uncertainties, estimates, and assumptions that may cause actual results to differ materially from current expectations including uncertainties involving the impact of the COVID-19 pandemic. The contents of this release should be considered in conjunction with the risk factors, warnings, and cautionary statements that are contained in the Company’s most recent filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed on September 24, 2020. Dynatronics does not undertake to update its forward-looking statements, whether as a result of new information, future events, or otherwise.
 
 
 
 
Summary Financial Results
 
The following is a summary of operating results for the quarters ended September 30, 2020 and 2019 and balance sheet highlights at September 30, 2020 and June 30, 2020.
 
Summary Selected Financial Data
Statement of Operation Highlights
In thousands, except share and per share amounts
 
 
 
Quarter Ended
 
 
 
September 30,
 
 
 
 2020
 
 
 2019
 
 
 
 
 
 
 
 
Net sales
 $12,133 
 $16,390 
Cost of sales
  8,231 
  11,236 
Gross profit
  3,902 
  5,154 
 
    
    
Selling, general, and admin. expenses
  4,246 
  4,925 
Other expense, net
  (34)
  (130)
Income tax provision
  - 
  - 
Net (loss) income
 $(378)
 $99 
 
    
    
Convertible preferred stock dividend, in common stock
  (194)
  (167)
Net loss attributable to common stockholders
 $(572)
 $(68)
 
    
    
Net loss attributable to common stockholders per common share - basic and diluted
 $(0.04)
 $(0.01)
Weighted-average common shares outstanding - basic and diluted
  14,080,361 
  8,576,961 
 
 
 
 
 
Balance Sheet Highlights
In thousands
 
 
 
 September 30,
2020
 
 
 June 30,
2020
 
Cash and cash equivalents
 $2,291 
 $2,316 
Trade accounts receivable, net
  5,609 
  4,894 
Inventories, net
  6,169 
  8,372 
Prepaid & other
  1,824 
  493 
Total current assets
 $15,893 
 $16,075 
 
    
    
Accounts payable
 $3,258 
 $3,014 
Accrued payroll and benefits expense
  1,565 
  1,205 
Accrued expenses
  1,037 
  768 
Other current liabilities
  2,084 
  1,679 
Line of credit
  0 
  1,013 
Total current liabilities
 $7,944 
 $7,679 
 
  
Contact:
Dynatronics Corporation
Investor Relations
Skyler Black
(801) 676-7201
skyler.black@dynatronics.com
 
For additional information, please visit: www.dynatronics.com
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