0001654954-18-010651.txt : 20181001 0001654954-18-010651.hdr.sgml : 20181001 20180928203725 ACCESSION NUMBER: 0001654954-18-010651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180927 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181001 DATE AS OF CHANGE: 20180928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNATRONICS CORP CENTRAL INDEX KEY: 0000720875 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] 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: 181095637 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_8k.htm CURRENT REPORT 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): September 27, 2018
 
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).
 
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 September 27, 2018, Dynatronics Corporation (the “Company”) issued a press release reporting, among other things, financial results relating to the quarter and full fiscal year ended June 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1. Also as previously announced by press release issued on September 21, 2018, on September 27, 2018, the Company held a conference call in which executives of reviewed the fiscal 2018 fourth quarter and full-year results and provided forward guidance. A replay will be available by dialing (877) 481-4010, Pin 37520.
 
The information reported under Item 2.02, including Exhibit 99.1, is being "furnished" and 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 of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.   
Description
 
Press Release – September 27, 2018*
 
* Furnished herewith
 
 
 
 
 
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
 
 
 
 
By: /s/ David A. Wirthlin                                      
 
       David A. Wirthlin
 
       Chief Financial Officer (Principal Financial Officer)
 
 
 
Date: September 28, 2018
 
 
 
 
 
EX-99.1 2 dynt_ex991.htm PRESS RELEASE Blueprint
  Exhibit 99.1
 
 
Dynatronics Announces 80% Increase in Sales for Fiscal Year 2018
 
Cottonwood Heights, Utah (September 27, 2018)Dynatronics Corporation (NASDAQ:DYNT) today announced financial results for its fiscal fourth quarter and full fiscal year ended June 30, 2018.
 
Summary Fiscal Year 2018 Results and Accomplishments:
80.1% increase in sales and 77.5% increase in gross profit for fiscal year 2018
51.4% increase in sales and 70.9% increase in gross profit for fiscal 2018 fourth quarter
Acquisition of Bird & Cronin, the largest acquisition in the company’s history
Christopher R. von Jako, Ph.D. appointed Chief Executive Officer in June 2018
 
"Fiscal 2018 has been another year of significant change and growth for Dynatronics. We successfully completed the acquisition and made significant progress in the integration of the Bird & Cronin division, which provided us with additional growth and profitability, as well as more diversified product offerings and sales channels,” stated Christopher R. von Jako, CEO of Dynatronics Corporation. “Internally, we transitioned and strengthened our leadership. In particular, our Therapy Products Division, which encompasses the operations of the legacy Dynatronics business, is benefitting from new leadership and a focus on improving profitability, which we expect to be reflected in our financial performance in fiscal year 2019 and beyond.”
 
Fiscal 2018 Fourth Quarter Financial Results
 
Net sales for the quarter ended June 30, 2018 increased $5.7 million, or 51.4%, to $16.9 million, compared to $11.2 million in the same period of the prior fiscal year. Gross profit for the quarter increased $2.1 million, or 70.9%, to $5.0 million. The increases in net sales and gross profit were attributable to the company’s acquisition of Bird & Cronin in the second fiscal quarter of 2018. Bird & Cronin contributed sales of $5.9 million and gross profit of $2.1 million in the quarter. Gross margin for the quarter was 29.7% compared to 26.3% in the same period of the prior year. The increase in gross margin percentage was primarily due to the inclusion of Bird & Cronin sales, which had a higher gross margin percentage.
 
Net loss for the quarter ended June 30, 2018 was approximately $0.5 million, compared to a loss of $0.7 million in the same period of the prior fiscal year. Depreciation, amortization, and other non-cash expenses were $0.3 million in the quarter. The improvement in net loss was due primarily to the contribution of Bird & Cronin.
 
Net loss attributable to common stockholders for the quarter ended June 30, 2018 was $0.7 million, compared to a loss of $2.5 million in the same period of the prior fiscal year. The $1.8 million improvement was due primarily to a $0.2 million reduction of net loss and a $1.6 million reduction of deemed dividend, as there was no deemed dividend in the quarter ended June 30, 2018. By comparison, in the fourth quarter of fiscal year 2017, the company recognized a non-cash deemed dividend associated with the issuance of its Series B Convertible Preferred Stock and common stock purchase warrants in connection with the acquisition of Hausmann.
 
Fiscal Year 2018 Financial Results
 
Net sales for the fiscal year ended June 30, 2018 increased $28.7 million, or 80.1%, to $64.4 million, compared to $35.8 million in the prior fiscal year. Gross profit for the fiscal year increased $8.9 million, or 77.5%, to $20.4 million. The increases in net sales and gross profit were attributable primarily to the acquisitions of Hausmann in the fourth quarter of fiscal year 2017 and Bird & Cronin in the second quarter of fiscal year 2018. These acquired operations accounted for $30.5 million of the increase in net sales and $10.0 million of the increase in gross profit. Gross margin for fiscal year 2018 was 31.7% compared to 32.2% in fiscal year 2017. The decrease in gross margin percentage in fiscal year 2018 was due primarily to the inclusion of Hausmann sales, which had a lower gross margin percentage, as well as reduced gross margin attributable to higher freight costs and a write-down of inventory due to product rationalization.
 
 
 
 
Net loss for the fiscal year ended June 30, 2018 was $1.6 million compared to a net loss of $1.9 million in the prior fiscal year. Depreciation, amortization, and other non-cash expenses were approximately $1.5 million in the fiscal year. In addition, severance expense of approximately $1.0 million associated primarily with the separation of our former chief executive officer and $0.3 million of a one-time charge related to an abandoned R&D project contributed to the net loss in fiscal year 2018. Exclusive of these charges, the adjusted net loss was approximately $0.3 million, or a bottom line improvement of $1.6 million compared to the prior fiscal year. “Adjusted net loss” is a non-GAAP performance measure.
 
Net loss attributable to common stockholders for the fiscal year ended June 30, 2018 was $3.5 million ($0.53 per share), compared to $4.3 million ($1.36 per share) for the prior fiscal year. The $0.8 million improvement was due primarily to a $0.3 million reduction of net loss and a $0.9 million reduction of deemed dividend and accretion of discount. The company recognized a deemed dividend in fiscal year 2018 associated with the issuance of its Series C Non-Voting Convertible Preferred Stock and common stock purchase warrants in connection with the acquisition of Bird & Cronin. This deemed dividend was less than the deemed dividends recognized in the prior fiscal year associated with the issuance of the company’s Series A 8% Convertible Preferred Stock in December 2016 and Series B Convertible Preferred Stock in April 2017. The decrease in net loss attributable to common stockholders in fiscal year 2018 was partially offset by $0.4 million in additional preferred stock dividends.
 
Conference Call
 
Dynatronics has scheduled a conference call for investors on September 27, 2018, at 8:30 AM ET. Those wishing to participate should call (877) 407-8033 or (201) 689-8033 for international callers.
 
About Dynatronics Corporation
 
Dynatronics designs, manufactures, markets, and distributes orthopedic soft goods, medical supplies, and physical therapy and rehabilitation equipment. Through its various distribution channels, the company markets and sells to orthopedists, physical therapists, chiropractors, athletic trainers, sports medicine practitioners, clinics, and hospitals. More information is available at www.dynatronics.com.
 
Use of Non-GAAP Financial Measures
 
Dynatronics management believes that, 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 a write-off associated with the abandonment of an R&D project, both 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 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, including, for example, the statement regarding the improving profitability of the company’s Therapy Products Division in fiscal year 2019 and beyond. 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, including the company’s Annual Report on Form 10-K for the year ended June 30, 2018 which was filed on September 27, 2018.
 
The following is a summary of operating results for the quarters and years ended June 30, 2018 and 2017 and balance sheet highlights as of June 30, 2018 and 2017.
 
 
 
 
Summary Selected Financial Data
Statement of Operations Highlights
In thousands, except per share amounts
 
 
 
Quarter Ended
 
 
Year Ended
 
 
 
June 30,
 
 
June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 $16,902 
 $11,166 
 $64,415 
 $35,758 
Cost of sales
  11,882 
  8,228 
  43,994 
  24,250 
Gross profit
 $5,020 
 $2,938 
 $20,421 
 $11,508 
 
    
    
    
    
Selling, general, and admin. expenses
 $5,332 
 $3,333 
 $20,478 
 $12,102 
Research and development expenses
  146 
  262 
  1,194 
  1,081 
Other expense, net
  151 
  74 
  422 
  191 
Loss before income taxes
 $(609)
 $(731)
 $(1,673)
 $(1,866)
Income tax (provision) benefit
  71 
  0 
  71 
  0 
Net loss
 $(538)
 $(731)
 $(1,602)
 $(1,866)
 
    
    
    
    
Deemed dividend on 8% convertible preferred stock and accretion of discount
 $0 
 $(1,568)
 $(1,024)
 $(1,944)
Preferred stock dividend, cash
  0 
  (16)
  (105)
  (17)
8% convertible preferred stock dividend
  (190)
  (195)
  (768)
  (466)
Net loss attributable to common stockholders
 $(728)
 $(2,510)
 $(3,499)
 $(4,293)
Net loss attributable to common stockholders per share – basic and diluted
  (0.09)
  (0.65)
  (0.53)
  (1.36)
Weighted-average common shares outstanding – basic and diluted
  8,089,398 
  3,869,629 
  6,622,429 
  3,152,425 
 
 
 
 
Balance Sheet Highlights
In thousands, except per share amounts
 
 
 
 June 30,
2018
 
 
 June 30,
2017
 
 
 
 
 
 
 
 
Cash and cash equivalents
 $1,696 
 $255 
Trade accounts receivable
  7,811 
  5,281 
Inventories, net
  10,988 
  7,398 
Prepaid & other
  927 
  537 
           Total current assets
 $21,422 
 $13,471 
 
    
    
Accounts payable
 $3,413 
 $2,335 
Accrued payroll and benefits expense
  1,929 
  1,473 
Accrued expenses
  830 
  657 
Other current liabilities
  748 
  705 
Line of credit
  6,286 
  2,172 
Current portion of acquisition holdback
  1,379 
  295 
           Total current liabilities
 $14,585 
 $7,637 
 
 
Contact:
Dynatronics Corporation
Investor Relations
Jim Ogilvie
(801) 727-1755
jim.ogilvie@dynatronics.com
 
 
 
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