Attached files
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| EX-99.2 - PRESENTATION - DYNATRONICS CORP | dynt_ex992.htm |
| EX-99.1 - PRESS RELEASE - DYNATRONICS CORP | dynt_ex991.htm |
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): April 22, 2021
__________________________________________
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
Dynatronics
Corporation (“Dynatronics” or “Company”)
hereby furnishes the information set forth in Item 8.01, below, and
in the press release attached hereto as Exhibit 99.1, the
information regarding its Fiscal Third and Fourth Quarter Outlook.
Such information 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, 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
8.01
Other
Events
On
April 22, 2021, the Company issued a press release announcing the
strategic actions taken and expected to be taken with the objective
to improve the Company’s overall financial performance and
optimize the business. The Company also announced in the press
release its preliminary, unaudited sales results for third quarter
ended March 31, 2021 as well as an outlook for fiscal year 2022.
The full text of the press release is attached as Exhibit 99.1 and
is incorporated herein by reference, except for the information
regarding Fiscal Third and Fourth Quarter 2021 Outlook, which is
being furnished and not filed. A slide presentation regarding the
optimization plan is furnished herewith as Exhibit 99.2 to this
Report on Form 8-K and is incorporated into this Item 8.01 by
reference.
Elimination of third-party distributed products in physical therapy
and rehabilitation lines
As
detailed in the press release, the Company will focus on higher
margin manufactured products and optimize its offerings by
eliminating approximately 1,600 SKUs of low-margin, third-party
distributed products. As part of the optimization plan, the Company
will streamline sales exclusively to dealers while reducing
complexity and associated support costs.
Fiscal
Third and Fourth Quarter 2021 Outlook
The
Company announced that it expects third fiscal quarter ended March
31, 2021 net sales to be approximately $11.4 million compared to
$13.7 million in net sales in the third fiscal quarter of 2020. The
decrease in net sales for the quarter were due to the continued
impact of COVID-19 including reduced demand for our products,
reduced capacity and operating hours, supply chain disruptions, and
extended handling times. Extreme weather conditions also caused
production disruptions. Volatility due to the ongoing pandemic and
the optimization plan are expected to continue.
The
Company expects to incur approximately $1.2 million in
restructuring charges related to the optimization plan, of which
$0.4 million is expected to result in cash expenditures. The
Company expects to recognize the majority of these expenses during
the fourth quarter of fiscal year 2021.
The
above estimates have been prepared by and are the responsibility of
the Company's management. The Company has not yet completed its
closing process for the third quarter ended March 31, 2021. This
information is preliminary, has not been audited and is subject to
change upon completion of the Company's closing procedures.
Additional information and disclosure would be required for a more
complete understanding of the Company's financial position and
results of operations as of the fiscal quarter ended March 31,
2021. Moreover, even if the Company's actual results are consistent
with these preliminary estimates, this information may not be
indicative of results or developments that may be expected in
subsequent periods.
Fiscal Full-Year 2022 Outlook
The
Company anticipates that the elimination of distributed products
portfolio will result in an approximate $11 million in annual net
sales reduction for fiscal year 2022 compared to fiscal year 2021
but that the Company should experience higher annual gross margin,
operating income and EBITDA in fiscal year 2022 relative to fiscal
year 2021. In addition to the $1.75 million pending (gross) sale of
the former Tennessee manufacturing facility already announced, the
Company will not renew expiring facility leases in Michigan and
Texas and is actively working to reduce its Utah facility footprint
by approximately 75 percent. The combination of these facility
moves is expected to result in a forty percent reduction in square
footage under occupancy compared to the beginning of fiscal year
2021.
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 April 22, 2021
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Slide
Presentation on Optimization of Dynatronics Corporation dated April
22, 2021
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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: April 22,
2021
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By:
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/s/ John
Krier
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Name;
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John
Krier
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Title:
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Chief Executive
Officer
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