Item 2.02 Results of Operations and Financial Condition
On July 8, 2020, Dynatronics Corporation ("Dynatronics" or "Company") issued a
press release relating to its preliminary unaudited financial results for the
fiscal fourth quarter and full fiscal year ended June 30, 2020. The full text of
the press release is furnished herewith as Exhibit 99.1.
The information under this Item 2.02 and in Exhibit 99.1 is being furnished and
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 or the Securities Exchange Act of
1934, 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
Pre-release of Fiscal Fourth Quarter 2020 and Fiscal Year 2020 Net Sales
On July 8, 2020, the Company announced on a preliminary, unaudited basis, that
it expects fourth fiscal quarter ended June 30, 2020 net sales to be in the
range of $7.9 million to $8.2 million, a 47% - 49% decrease compared to $15.5
million in net sales in the fourth fiscal quarter of 2019. For the year ended
June 30, 2020, preliminary unaudited estimates indicate net sales are expected
to be in the range of $53.2 million to $53.5 million, a 14% - 15% decrease
compared to $62.6 million in net sales in the year ended June 30, 2019. The
decrease in net sales for fiscal year 2020 is primarily due to the expected
decline in sales due to stay-at-home policies and government restrictions in
response to the COVID-19 pandemic, as well as the continued decline in physical
therapy and rehabilitation product sales.
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 fourth quarter ended June 30, 2020. 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 and year ended June 30, 2020. 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.
Item 7.01. Regulation FD Disclosure.
The information provided in Item 2.02 is incorporated herein by reference.
The information set forth under this Item 7.01 and in the attached Exhibit 99.1
is deemed to be "furnished" and shall not be deemed to be "filed" for purposes
of Section 18 of the Exchange Act, and is not incorporated by reference into any
filing of the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Caution Concerning Forward-Looking Statements
This Form 8-K contains information that includes or is based on forward-looking
statements within the meaning of the federal securities laws that are subject to
various risks and uncertainties that could cause our actual results to differ
materially from those expressed or implied in such statements. Such statements
include, but are not limited to, those regarding our financial performance and
the impact of the novel coronavirus COVID-19 outbreak on our operations and
financial results and are subject to, among other risks, the COVID-19 pandemic
and any related policies and actions by governments or other third parties.
Additional information concerning these and other factors is contained in our
filings with the U.S. Securities and Exchange Commission, including our Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q that we have filed or
will file hereafter. We disclaim any intention or obligation to publicly update
or revise any forward-looking statement to reflect any change in our
expectations or in events, conditions or circumstances on which those
expectations may be based, or that affect the likelihood that actual results
will differ from those contained in the forward-looking statements.
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