Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our Unaudited Condensed Consolidated Financial Statements and Notes thereto that are contained in this quarterly report, with a narrative from the perspective of management. You should also consider this information with the information included in our Annual Report on Form 10-K for the year ended June 30, 2021, and our other filings with the SEC, including our quarterly and current reports that we have filed since June 30, 2021 through the date of this report. In the following MD&A, we have rounded many numbers to the nearest one thousand dollars. These numbers should be read as approximate. All inter-company transactions have been eliminated. Our fiscal year ends on June 30. For example, reference to fiscal year 2022 refers to the year ending June 30, 2022. This report covers the three months ended September 30, 2021. Results of operations for the three months ended September 30, 2021 are not necessarily indicative of the results that may be achieved for the full fiscal year ending June 30, 2022.





Overview


Dynatronics designs, manufactures, and sells a broad range of restorative products for clinical use in physical therapy, rehabilitation, orthopedics, pain management, and athletic training. Through our distribution channels, we market and sell to orthopedists, physical therapists, chiropractors, athletic trainers, sports medicine practitioners, clinics, and hospitals.






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Recent Developments


Effective October 6, 2021, Dynatronics provided notice of termination for its Master Service Agreement ("Agreement") with Millstone Medical Outsourcing, LLC ("Millstone") under which Millstone provided fulfillment and distribution services. We will exit Millstone's facility by December 31, 2021, after which, the Agreement will be terminated. Dynatronics agreed to pay Millstone the contractual monthly fees up through December, 2021.

Management believes this action is consistent with our objective of improving gross margins and profitability following the completion of previously announced strategic actions to optimize the business by eliminating approximately 1,600 SKUs of low-margin, third-party distributed products.





Results of Operations


Net Sales

Net sales increased $168,000, or 1.4%, to $12,301,000 for the quarter ended September 30, 2021, compared to net sales of $12,133,000 for the quarter ended September 30, 2020. The year-over-year increase is primarily due to an increase in customer demand compared to the prior year period in which we experienced the impact of COVID-19 precautions and associated deferral on elective procedures which reduced demand for our products. This was offset by a reduction in sales of third-party distributed products which have been discontinued.





Gross Profit


Gross profit for the quarter ended September 30, 2021 decreased $238,000, or about 6.1%, to $3,664,000, or 29.8% of net sales. By comparison, gross profit for the quarter ended September 30, 2020 was $3,902,000, or 32.2% of net sales. The year-over-year decrease in gross profit was primarily attributable to higher freight and raw material costs due to the impact of COVID-19 on the global supply chain, higher personnel costs, and changes to product mix. These items were partially offset by the benefit of the employee retention credit under the CARES Act, as amended, of $97,000 in the quarter ended September 30, 2021.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses decreased $149,000, or 3.5%, to $4,097,000 for the quarter ended September 30, 2021, compared to $4,246,000 for the quarter ended September 30, 2020. Selling expenses decreased $8,000 compared to the prior year period, due primarily to lower commission expense and salaries for rehabilitation products sales force, partially offset by higher marketing salaries. General and administrative ("G&A") expenses decreased $141,000 compared to the prior-year period, driven primarily by the benefit of the employee retention credit of $103,000.





Net Other Income (Expense)


Net other income for the quarter ended September 30, 2021, was $915,000 compared to net other expense of $34,000 for the quarter ended September 30, 2020. The increase in net other income is primarily due to a $943,000 employee retention credit for funds received or receivable from the U.S. federal government under the CARES Act.

Income (Loss) Before Income Tax

Pre-tax income for the quarter ended September 30, 2021 was $483,000 compared to pre-tax loss of $378,000 for the quarter ended September 30, 2020. The $861,000 increase in pre-tax income was attributable to a decrease of $238,000 in gross profit partially offset by a decrease of $149,000 in SG&A and an increase of $949,000 in other income.






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Income Tax Provision (Benefit)

Income tax provision was $0 for both quarters ended September 30, 2021 and 2020. See Liquidity and Capital Resources - Deferred Income Tax Assets below for more information.





Net Income (Loss)



Net income was $483,000 for the quarter ended September 30, 2021, compared to net loss of $378,000 for the quarter ended September 30, 2020. The reasons for the changes in net income (loss) are the same as explained above under the heading Net Income (Loss) Before Income Tax.

Net Income (Loss) Attributable to Common Stockholders

Net income attributable to common stockholders increased $867,000 to $296,000 for the quarter ended September 30, 2021, compared to net loss attributable to common stockholders of $572,000 for the quarter ended September 30, 2020. The increase in net income attributable to common stockholders for the quarter is due primarily to a $861,000 increase in net income. On a per share basis, net income attributable to common stockholders was $0.02 per share for the quarter ended September 30, 2021, compared to a net loss of $0.04 per share for the quarter ended September 30, 2020.

Liquidity and Capital Resources

We have historically financed operations through cash from operating activities, available cash reserves, borrowings under a line of credit facility (see Line of Credit, below) and proceeds from the sale of our equity securities. As of September 30, 2021, we had $5,493,000 in cash and cash equivalents and restricted cash, compared to $6,254,000 as of June 30, 2021.

Working capital was $13,221,000 as of September 30, 2021, compared to working capital of $12,433,000 as of June 30, 2021. The current ratio was 2.5 to 1 as of September 30, 2021 and June 30, 2021. Current assets were 55.2% of total assets as of September 30, 2021, and 53.4% of total assets as of June 30, 2021.

We believe that our cash generated from operations, current capital resources and equity proceeds, and available credit provide sufficient liquidity to fund operations for the next 12 months. However, the continuing effects of the COVID-19 pandemic could have an adverse effect on our liquidity and cash and we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times.

In March 2020, we entered into an equity distribution agreement with Canaccord Genuity LLC and Roth Capital Partners LLC, pursuant to which we arranged to offer and sell shares of our common stock in an at-the-market offering ("ATM") under a registration statement previously filed by us on Form S-3 with the Securities and Exchange Commission. On March 13, 2020, we filed a Prospectus Supplement amending the registration statement (as amended, the "Original Registration Statement") and commenced the ATM. Under the terms of the equity distribution agreement, we may sell shares of our common stock in an aggregate amount of up to $10,000,000, with Canaccord Genuity LLC and Roth Capital Partners LLC acting as our sales agents, at the market prices prevailing on The Nasdaq Capital Market at the time of the sale of such shares. We will pay Canaccord Genuity LLC and Roth Capital Partners, LLC a fixed commission rate equal to 3.0% of the gross sale price per share of common stock sold.

In April 2020, we sold an aggregate of 3,200,585 shares of common stock under the equity distribution agreement in the ATM. We incurred offering costs totaling $238,000, inclusive of commissions paid to the sales agents at a fixed rate of 3.0%, together with legal, accounting and filing fees. Net proceeds from the sale of the shares totaled $2,287,000. Proceeds were used to strengthen our liquidity and working capital position. In February 2021, we sold an aggregate of 2,230,600 shares of common stock under the equity distribution agreement in the ATM. Offering costs were incurred totaling $138,000, inclusive of commissions paid to the sales agents at a fixed rate of 3.0%, together with legal, accounting and filing fees. Net proceeds from the sale of the shares totaled $3,462,000. Proceeds were used to strengthen our liquidity and working capital position. In May 2021, we filed a registration statement on Form S-3 together with a Prospectus Supplement, for the purpose of replacing the Original Registration Statement, which expired after three years, pursuant to applicable SEC rules. The replacement registration statement provides for potential futures sales in conjunction with a prospectus supplement for up to $2,677,997 in common stock in the ATM.






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Cash and Cash Equivalents

Our cash and cash equivalents and restricted cash position decreased $760,000 to $5,342,000 as of September 30, 2021, compared to $6,102,000 as of June 30, 2021. The primary use of cash in the three months ended September 30, 2021, was for inventories.





Accounts Receivable



Trade accounts receivable, net of allowance for doubtful accounts, increased approximately $452,000, or 8.0%, to $6,095,000 as of September 30, 2021, from $5,643,000 as of June 30, 2021. The increase was driven primarily by differences in the timing of collections around the end date of each respective quarter. Trade accounts receivable represents amounts due from our customers including dealers and distributors that purchase our products for redistribution, medical practitioners, clinics, hospitals, colleges, universities and sports teams. We believe that our estimate of the allowance for doubtful accounts is adequate based on our historical experience and relationships with our customers. Accounts receivable are generally collected within approximately 40 days of invoicing.





Inventories



Inventories, net of reserves, increased $663,000 or 10.2%, to $7,189,000 as of September 30, 2021, compared to $6,526,000 as of June 30, 2021. The increase was primarily due to steps taken to adjust inventory management in response to the impact of COVID-19 on the global supply chain and right-size incoming material purchases to demand. We believe that our allowance for inventory obsolescence is adequate based on our analysis of inventory, sales trends, and historical experience.





Accounts Payable



Accounts payable increased approximately $642,000 or 17.2%, to $4,380,000 as of September 30, 2021, from $3,738,000 as of June 30, 2021. The increase was driven primarily by an increase in inventory purchases and timing of payments.





Line of Credit


Our line of credit was $0 as of September 30, 2021 and June 30, 2021. As of September 30, 2021, there was approximately $5,200,000 available to borrow.





Debt


Long-term debt decreased approximately $3,000 to approximately $16,000 as of September 30, 2021, compared to approximately $19,000 as of June 30, 2021. Our long-term debt is primarily comprised of loans related to equipment.





Finance Lease Liability


Finance lease liability as of September 30, 2021 and June 30, 2021 totaled approximately $2,514,000 and $2,596,000, respectively. Our finance lease liability consists primarily of our Utah building lease. In conjunction with the sale and leaseback of our Utah building in August 2014, we entered into a 15-year lease, classified as a finance lease, originally valued at $3,800,000. The building lease asset is amortized on a straight-line basis over 15 years at approximately $252,000 per year. Total accumulated amortization related to the leased building is approximately $1,805,000 at September 30, 2021. The sale generated a profit of $2,300,000, which is being recognized straight-line over the life of the lease at approximately $150,000 per year as an offset to amortization expense. The balance of the deferred gain as of September 30, 2021 is $1,191,000. Lease payments, currently approximately $31,000, are payable monthly and increase annually by approximately 2% per year over the life of the lease. Imputed interest for the three months ended September 30, 2021 was approximately $34,000. In addition to the Utah building, we have certain equipment leases that we have determined are finance leases.






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Operating Lease Liability


Operating lease liability as of September 30, 2021 and June 30, 2021 totaled approximately $2,250,000 and $2,470,000, respectively. Our operating lease liability consists primarily of building leases for office, manufacturing, and warehouse space.





Deferred Income Tax Assets



A valuation allowance is required when there is significant uncertainty as to the realizability of deferred income tax assets. The ability to realize deferred income tax assets is dependent upon our ability to generate sufficient taxable income within the carryforward periods provided for in the tax law for each tax jurisdiction. We have determined that we do not meet the "more likely than not" threshold that deferred income tax assets will be realized. Accordingly, a valuation allowance is required. Any reversal of the valuation allowance in future periods will favorably impact our results of operations in the period of reversal. As of September 30, 2021 and June 30, 2021, we recorded a full valuation allowance against our net deferred income tax assets. This resulted in no reported income tax expense associated with the operating profit reported during the three months ended September 30, 2021.





Stock Repurchase Plans


We have a stock repurchase plan available to us at the discretion of the Board of Directors. Approximately $449,000 remained of this authorization as of September 30, 2021. No purchases have been made under this plan since September 2011.

Off-Balance Sheet Arrangements

As of September 30, 2021, we had no off-balance sheet arrangements.





Critical Accounting Policies


The preparation of our financial statements requires that we make estimates and judgments. We base these on historical experience and on other assumptions that we believe to be reasonable. Our critical accounting policies are discussed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Form 10-K for the year ended June 30, 2021. There have been no material changes to the critical accounting policies previously disclosed in that report.






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