DYNTQ 8-K
DYNATRONICS CORP (DYNTQ)
8-K
2020-09-24
For: 2020-09-24
View Original
Added on
April 06, 2026
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): September 24, 2020
__________________________________________
Dynatronics Corporation
(Exact
name of registrant as specified in its charter)
__________________________________________
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Utah
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0-12697
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87-0398434
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(IRS
Employer Identification Number)
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1200 Trapp Rd, Eagan, Minnesota
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55121
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(Address
of principal executive offices)
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(Zip
Code)
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(801) 568-7000
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(Registrant's
telephone number, including area code)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, no par value
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DYNT
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The
Nasdaq Capital Market
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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
September 24, 2020, Dynatronics Corporation ("Dynatronics" or
"Company") issued a press release reporting, among other things,
financial results relating to the quarter and full year ended June
30, 2020. Also, as previously
announced by a press release issued on September 16, 2020, on
September 24, 2020, the Company held a conference call in which
executives of the Company reviewed the fiscal 2020 fourth
quarter and full year results. A replay will be available through
October 1, 2020, by dialing (877) 481-4010, Pin 36825. 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, 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.
2
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
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Exhibit Number
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Description
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Press
Release dated September 24, 2020
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3
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.
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DYNATRONICS CORPORATION
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| Date: September 24, 2020 |
By:
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/s/
John
Krier
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Name: John
Krier
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Title:
Chief
Executive Officer and Chief Financial
Officer
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4
Exhibit 99.1
Dynatronics Reports Fourth Quarter
and Fiscal Year End 2020 Results
Eagan, MN (September 24, 2020) – Dynatronics
Corporation (NASDAQ:DYNT), a leading manufacturer of
athletic training, physical therapy, and rehabilitation products,
today announced financial results for its fourth quarter and fiscal
year ended June 30, 2020.
“Our
fourth quarter and year ending results were negatively impacted by
COVID-19, but our team continues to improve operational
effectiveness in an effort to leverage our expense structure and
manage working capital,” stated John Krier, CEO of
Dynatronics Corporation. “Despite a revenue decrease for
fiscal year 2020, we are taking decisive actions to prepare the
Company for future growth opportunities.”
Fiscal 2020 Fourth Quarter Financial Results
Net
sales for the quarter ended June 30, 2020 were $8.1 million, a
decrease of $7.4 million, or 47.7%, compared to $15.5 million in
the same period of the prior year. Gross profit for the quarter
decreased $3.1 million, or 68.9%, to $1.4 million. The decrease in
net sales and gross profit were primarily attributable to
stay-at-home policies and government restrictions in response to
the COVID-19 pandemic. Gross margin for the quarter was 17.4%
compared to 29.3% in the same period of the prior
year.
Net
loss for the quarter ended June 30, 2020 was approximately $2.3
million, compared to a net loss of $232,000 for the same quarter of
the prior fiscal year. Depreciation, amortization, and other
non-cash expenses were $1.0 million and the Company generated
positive cash flow from operating activities of $541,000 in the
fourth quarter of fiscal 2020.
Fiscal Year 2020 Financial Results
Net
sales for the year were $53.4 million, a decrease of $9.2 million,
or 14.6%, compared to $62.6 million in the same period of the prior
year. Gross profit for the year decreased $4.1 million, or 21.3%,
to $15.1 million. The decrease in net sales and gross profit were
primarily attributable to stay-at-home policies and government
restrictions in response to the COVID-19 pandemic, as well as the
continued decline in physical therapy and rehabilitation product
sales. Gross margin for the year was 28.3% compared to 30.6% in the
same period of the prior year. The decrease in gross margin
percentage was primarily due to lower sales.
1
Net
loss for the year ended June 30, 2020 was approximately $3.4
million, compared to a net loss of $921,000 for the year ended June
30, 2019. Depreciation, amortization, and other non-cash expenses
were $2.5 million and the Company generated positive cash flow from
operating activities of $3.1 million for the year.
Fiscal Year 2021 Financial Outlook
We have
experienced continued positive revenue momentum in fiscal year
2021. July and August 2020 net sales are approximately 60-70%
compared to the same period in fiscal year 2020.
The
Company will not be providing financial guidance for the fiscal
year 2021.
Conference Call
Dynatronics
has scheduled a conference call for investors on September 24,
2020, at 8:30 AM ET. Those wishing to participate should call (844)
369-8770 (U.S./Canada callers) or (862) 298-0840 (international
callers). A replay will be available through October 1, 2020, by
dialing (877) 481-4010, Pin 36825.
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.
2
Summary Financial Results
The
following is a summary of operating results for the quarters and
years ended June 30, 2020 and 2019, and balance sheet highlights as
of June 30, 2020 and 2019.
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Summary Selected Financial Data
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Statements of Operation Highlights
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In thousands, except share and per share amounts
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Quarter Ended
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Year Ended
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June 30,
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June 30,
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2020
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2019
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2020
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2019
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Net
sales
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$8,116
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$15,508
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$53,409
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$62,565
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Cost
of sales
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6,702
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10,966
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38,311
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43,391
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Gross
profit
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1,414
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4,542
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15,098
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19,174
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Selling,
general, and admin. expenses
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3,641
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4,883
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18,091
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19,970
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Other
(expense) income, net
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(78)
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(123)
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(442)
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(120)
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Income
tax benefit (provision)
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10
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232
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10
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(5)
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Net
loss
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(2,295)
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(232)
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(3,425)
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(921)
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Deemed
dividend on convertible preferred stock and accretion of
discount
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-
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-
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(174)
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-
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Convertible
preferred stock dividend, in common stock
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(180)
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(209)
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(718)
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(795)
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Net
loss attributable to common stockholders
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$(2,475)
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$(441)
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$(4,317)
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$(1,716)
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Net
loss attributable to common stockholders per common share - basic
and diluted
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$(0.18)
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$(0.05)
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$(0.42)
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$(0.21)
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Weighted-average
common shares outstanding - basic and diluted
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13,461,148
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8,509,207
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10,262,769
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8,246,188
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Balance Sheet Highlights
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In thousands
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June 30,
2020
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June 30,
2019
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Cash,
cash equivalents, and restricted cash
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$2,316
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$256
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Trade
accounts receivable, net
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4,894
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7,495
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Inventories,
net
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8,372
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11,528
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Prepaid
& other
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493
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635
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Total
current assets
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$16,075
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$19,914
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Accounts
payable
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$3,014
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$3,990
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Accrued
payroll and benefits expense
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1,205
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1,373
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Accrued
expenses
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768
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1,039
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Other
current liabilities
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1,679
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833
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Line
of credit
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1,013
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6,540
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Current
portion of acquisition earn-out liability
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0
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500
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Total
current liabilities
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$7,679
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$14,275
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3