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 and six months ended December 31, 2021. Results of operations for the three and six months ended December 31, 2021 are not necessarily indicative of the results that may be achieved for the full fiscal year ending June 30, 2022.





Overview


Dynatronics 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.





Results of Operations


Net Sales

Net sales decreased $1,438,000, or 12.0%, to $10,530,000 for the quarter ended December 31, 2021, compared to net sales of $11,968,000 for the quarter ended December 31, 2020. Net sales decreased $1,270,000, or 5.3%, to $22,831,000 for the six months ended December 31, 2021, compared to net sales of $24,101,000 for the six months ended December 31, 2020. The year-over-year decrease is primarily due to a reduction in sales of third-party distributed products which have been discontinued. This was partially offset by 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.






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Gross Profit



Gross profit for the quarter ended December 31, 2021 decreased $1,260,000, or about 37.7%, to $2,081,000, or 19.8% of net sales. By comparison, gross profit for the quarter ended December 31, 2020 was $3,341,000, or 27.9% of net sales. Gross profit for the six months ended December 31, 2021 decreased $1,498,000, or about 20.7%, to $5,745,000, or 25.2% of net sales. By comparison, gross profit for the six months ended December 31, 2020 was $7,243,000, or 30.1% 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 $456,000, or 11.6%, to $3,482,000 for the quarter ended December 31, 2021, compared to $3,938,000 for the quarter ended December 31, 2020. Selling expenses decreased $261,000 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 $198,000 compared to the prior-year period. The decrease in SG&A was driven primarily by the elimination of distributed products and our direct sales channel which has reduced complexity and associated support costs.

SG&A expenses decreased $605,000, or 7.4%, to $7,578,000 for the six months ended December 31, 2021, compared to $8,183,000 for the six months ended December 31, 2020. Selling expenses decreased $268,000 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. G&A expenses decreased $340,000 compared to the prior-year period. The decrease in SG&A was driven primarily by the elimination of distributed products and our direct sales channel which has reduced complexity and associated support costs.





Net Other Income (Expense)



Net other expense for the quarter ended December 31, 2021, was $40,000 compared to net other expense of $66,000 for the quarter ended December 31, 2020. The decrease in net other expense is primarily due to a $23,000 decrease in interest expense as a result of lower average borrowings on long-term debt. Net other income for the six months ended December 31, 2021, was $875,000 compared to net other expense of $100,000 for the six months ended December 31, 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.





Loss Before Income Tax



Pre-tax loss for the quarter ended December 31, 2021 was $1,441,000 compared to $663,000 for the quarter ended December 31, 2020. The $768,000 increase in pre-tax loss was attributable to a decrease of $1,260,000 in gross profit partially offset by a decrease of $456,000 in SG&A and an decrease of $26,000 in other expense. Pre-tax loss for the six months ended December 31, 2021 was $959,000 compared to $1,041,000 for the six months ended December 31, 2020. The $82,000 decrease in pre-tax loss was attributable to a decrease of $1,498,000 in gross profit offset by a decrease of $605,000 in SG&A and an increase of $975,000 in other income.






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Income Tax Provision


Income tax provision was $0 for the three and six months ended December 31, 2021 and $10,000 for the three and six months ended December 31, 2020, respectively. See Liquidity and Capital Resources - Deferred Income Tax Assets below for more information.





Net Loss


Net loss was $1,441,000 for the quarter ended December 31, 2021, compared to $673,000 for the quarter ended December 31, 2020. Net loss was $959,000 for the six months ended December 31, 2021, compared to $1,051,000 for the six months ended December 31, 2020. The reasons for the changes in net loss are the same as explained above under the heading Net Loss Before Income Tax.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders increased $717,000 to $1,623,000 for the quarter ended December 31, 2021, compared to $906,000 for the quarter ended December 31, 2020. On a per share basis, net loss attributable to common stockholders was $0.09 per share for the quarter ended December 31, 2021, compared to $0.06 per share for the quarter ended December 31, 2020.

Net loss attributable to common stockholders decreased $150,000 to $1,328,000 for the six months ended December 31, 2021, compared to $1,478,000 for the six months ended December 31, 2020. On a per share basis, net loss attributable to common stockholders was $0.08 per share for the six months ended December 31, 2021, compared to $0.10 per share for the six months ended December 31, 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 December 31, 2021, we had $3,573,000 in cash and cash equivalents and restricted cash, compared to $6,254,000 as of June 30, 2021.

Working capital was $11,908,000 as of December 31, 2021, compared to working capital of $12,433,000 as of June 30, 2021. The current ratio was 2.4 to 1 and 2.5 to 1 as of December 31, 2021 and June 30, 2021, respectively. Current assets were 54.5% of total assets as of December 31, 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 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 $2,681,000 to $3,573,000 as of December 31, 2021, compared to $6,254,000 as of June 30, 2021. The primary use of cash in the six months ended December 31, 2021, was for inventories.





Accounts Receivable



Trade accounts receivable, net of allowance for doubtful accounts, decreased approximately $51,000, or 0.9%, to $5,592,000 as of December 31, 2021, from $5,643,000 as of June 30, 2021. The decrease 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 $2,798,000 or 42.9%, to $9,324,000 as of December 31, 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 $944,000 or 25.3%, to $4,682,000 as of December 31, 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 December 31, 2021 and June 30, 2021. On January 15, 2022, the expiration date, there were no outstanding borrowings on the Line of Credit.





Debt


Long-term debt decreased approximately $7,000 to approximately $12,000 as of December 31, 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 December 31, 2021 and June 30, 2021 totaled approximately $2,431,000 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 $1,869,000 at December 31, 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 December 31, 2021 is $1,153,000. 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 and six months ended December 31, 2021 was approximately $33,000 and 67,000, respectively. 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 December 31, 2021 and June 30, 2021 totaled approximately $2,028,000 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 December 31, 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 and six months ended December 31, 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 December 31, 2021. No purchases have been made under this plan since September 2011.

Off-Balance Sheet Arrangements

As of December 31, 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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