0001654954-18-001472.txt : 20180214 0001654954-18-001472.hdr.sgml : 20180214 20180213195938 ACCESSION NUMBER: 0001654954-18-001472 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180213 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNATRONICS CORP CENTRAL INDEX KEY: 0000720875 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 870398434 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12697 FILM NUMBER: 18606381 BUSINESS ADDRESS: STREET 1: 7030 PARK CENTRE DRIVE STREET 2: BLDG D CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 8015687000 MAIL ADDRESS: STREET 1: 7030 PARK CENTER DR CITY: SALT LAKE CITY STATE: UT ZIP: 84121 FORMER COMPANY: FORMER CONFORMED NAME: DYNATRONICS LASER CORP DATE OF NAME CHANGE: 19920703 8-K 1 dynt_8-k.htm 8K Blueprint
 
 
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): October 2, 2017
 
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)
 
7030 Park Centre Dr., Cottonwood Heights, Utah
84121
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code: (801) 568-7000
 
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 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 (§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.
 
 
 
 
 
Item 2.02 Results of Operations and Financial Condition.
 
On February 13, 2018, Dynatronics Corporation issued a press release to report the results of its operations for the second fiscal quarter ended December 31, 2017. The release also announced that the Company would hold a conference call with investors by telephone and provided access information, date and time for the conference call.
 
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 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
 
 
 99.1
Press Release of Dynatronics Corporation dated February 13, 2018.
 
 
 
 
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.
 
 
 
DYNATRONICS CORPORATION
 
 
 
 
 
Date February 13, 2018
By:  
/s/  Kelvyn H. Cullimore, Jr.
 
 
 
Kelvyn H. Cullimore, Jr.
 
 
 
President and Chief Executive Officer
 
 
 
EX-99.1 2 exh_991.htm PRESS RELEASE OF DYNATRONICS CORPORATION DATED FEBRUARY 13, 2018 Blueprint
 
 
NEWS RELEASE
 
Contact: Jim Ogilvie, 800-874-6251 or 801-568-7000
 
Dynatronics Announces 107.5% increase in Top Line Sales for Fiscal 2018 Second Quarter
 
Cottonwood Heights, Utah (February 13, 2018)Dynatronics Corporation (NASDAQ:DYNT) today announced financial results for its fiscal 2018 second quarter ended December 31, 2017.
 
Net sales for the quarter increased $9.4 million, or 107.5 percent, to $18.1 million, compared to $8.7 million in the same period of the prior year. Gross profit for the quarter increased $2.7 million, or 87.7 percent, to $5.8 million. The increase in net sales and gross profit were attributable to our acquisitions of Hausmann and Bird & Cronin in the past year. These acquired operations contributed sales of $4.4 million and $5.7 million, respectively, and gross profit of $1.1 million and $2.1 million, respectively, in the quarter. Revenue from the legacy operation declined approximately $700,000, primarily attributable to a single order in 2017 not repeating in 2018. Gross margin for the quarter was 31.9 percent, compared to 35.3 percent in the same period of the prior year. As with sales and gross profit, the gross margin reflects the consolidation of all operations for the first time.
 
“With the acquisitions of Hausmann and Bird & Cronin, we more than doubled our sales over the prior year’s quarter,” emphasized Kelvyn H. Cullimore Jr., Dynatronics’ CEO. “The integrations of both Hausmann and Bird & Cronin have gone smoothly as we expected and are generating positive cash flow for the consolidated operations.”
 
Net income for the quarter ended December 31, 2017 was approximately $14,000, compared to a net loss of $95,000 for the quarter ended December 31, 2016. The improvement in net income is attributable primarily to gross profit contributed from the acquisitions of Hausmann and Bird & Cronin, partially offset by the selling, general and administrative costs from those operations. In the quarter, we recorded $325,000 in expenses related to an abandoned R&D project and we incurred $100,000 in acquisition costs. Depreciation, amortization, and other non-cash expenses were $362,000 in the quarter.
 
Net loss applicable to common stockholders for the quarter ended December 31, 2017 was approximately $1,315,000 compared to a loss of $560,000 for the quarter ended December 31, 2016. Net loss applicable to common stockholders recognizes a deemed dividend of $1,024,000 related to the issuance and partial conversion of the Series C Preferred Stock issued in October 2017. This deemed dividend is a non-cash accounting charge that does not result in the payment of dividends in cash or stock. We also paid dividends of $105,000 in cash and incurred $200,000 of accrued dividends subsequently paid with shares of our common stock. The increase in dividends in the quarter as compared with the prior year period is attributable to the issuance of additional preferred shares in December 2016, April 2017, and October 2017.
 
“This quarter is a significant milestone in that it reflects, for the first time, the full impact of both of the acquired operations,” explained Mr. Cullimore. “We are confident in our strategy and will continue to execute on organic growth and strategic acquisitions. With the foundation established by these two recent acquisitions, the investments we are continuing to make in seasoned executive leaders, and our partnership with Prettybrook Partners, we believe we are gaining momentum in all of our divisions.”
 
Dynatronics has scheduled a conference call for investors on February 13, 2018, at 4:30 PM EST. Those wishing to participate should call (877) 407-8033 or (201) 689-8033 for international callers.
 
The following is a summary of the financial results for the quarters ended December 31, 2017 and 2015 and as of December 31, 2017 and June 30, 2016:
 
 
 
 
Summary Selected Financial Data
Statement of Operations Highlights
In thousands, except per share amounts
 
 
 
Quarter Ended
 
 
Six Months Ended
 
 
 
December 31,
 
 
December 31,
 
 
 
2017
 
 
2016
 
 
2017
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 $18,085 
 $8,713 
 $30,883 
 $16,876 
Cost of sales
  12,315 
  5,640 
  20,773 
  11,008 
Gross profit
 $5,770 
 $3,073 
 $10,109 
 $5,868 
 
    
    
    
    
Selling, general, and admin. expenses
 $5,110 
 $2,851 
 $8,933 
 $5,616 
Research and development expenses
  553 
  309 
  805 
  588 
Other expense, net
  92 
  8 
  159 
  45 
Loss before income taxes
 $14 
 $(95)
 $213 
 $(381)
Income tax (provision) benefit
     - 
     - 
     - 
     - 
Net income (loss)
 $14 
 $(95)
 $213 
 $(381)
 
    
    
    
    
Deemed dividend on 8% convertible preferred stock
 $(1,024)
 $(376)
 $(1,024)
 $(376)
Preferred stock dividend, cash
  (105)
  0 
  (105)
  0 
8% convertible preferred stock dividend
  (201)
  (89)
  (388)
  (178)
 
    
    
    
    
Net loss attributable to common stockholders
 $(1,315)
 $(560)
 $(1,303)
 $(935)
Net loss attributable to common stockholders per share – basic
  (0.23)
  (0.19)
  (0.25)
  (0.33)
Weighted-average common shares outstanding
  5,735,159 
  2,881,111 
  5,241,604 
  2,861,299 
 
 
Balance Sheet Highlights
In thousands, except per share amounts
 
 
 
 Dec. 31, 2017
 
 
 June 30, 2017
 
 
 
 
 
 
 
 
Cash and cash equivalents
 $3,652 
 $255 
Trade accounts receivable
  7,222 
  5,281 
Inventories, net
  11,605 
  7,398 
Prepaid & other
  1,033 
  537 
           Total current assets
 $23,513 
 $13,471 
 
    
    
Accounts payable
 $4,451 
 $2,335 
Accrued payroll and benefits expense
  1,359 
  1,473 
Accrued expenses
  714 
  657 
Other current liabilities
  1,155 
  1,001 
Line of credit
  6,743 
  2,172 
           Total current liabilities
 $14,422 
 $7,637 
 
 
 
 
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.
 
Safe Harbor Notification
This press release contains forward-looking statements. Those statements include references to the company’s expectations and similar statements. Forward-looking statements in this press release include statements regarding future acquisition activities. Actual results may vary from the views expressed in the forward-looking statements contained in this release. The development and sale of the company’s products are subject to a number of risks and uncertainties, including, but not limited to, changes in the regulatory environment, competitive factors, inventory risks due to shifts in market demand, market demand for the company’s products, availability of financing at cost-effective rates, and the risk factors listed from time to time in the company’s SEC reports.
 
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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