DYNATRONICS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under the heading "Cautionary Note Regarding Forward-Looking Statements," on page 1 of this Form 10-K, "Risk Factors"(Part I, Item 1A of this Form 10-K) and elsewhere in this Form 10-K. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements and related Notes thereto, which are included in Part II, Item 8 of this report.

Overview

Wedesign, manufacture, and sell 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, hospitals, and consumers.

Results of Operations

Fiscal Year 2020 Compared to Fiscal Year 2019

Net Sales

Net sales in fiscal year 2020 decreased $9,156,000, or 14.6%, to $53,409,000, compared to net sales of $62,565,000in fiscal year 2019. The year-over-year decrease 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.

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Gross Profit

Gross profit for the year ended June 30, 2020 decreased $4,076,000, or 21.3%, to $15,098,000, or 28.3% of net sales. By comparison, gross profit for the year ended June 30, 2019 was $19,174,000, or 30.6% of net sales. The year-over-year decrease in gross profit was attributable to: (1) lower sales which reduced gross profit by approximately $2,806,000 and (2) reduced gross margin percent which reduced gross profit by approximately $1,270,000. The year-over-year decrease in gross margin percentage to 28.3% from 30.6% was due primarily to lower efficiency of the production process as a result of lower sales.

Selling, General, and Administrative Expenses

Selling, general, and administrative ("SG&A") expenses decreased $1,879,000, or 9.4%, to $18,091,000 for the year ended June 30, 2020, compared to $19,970,000for the year ended June 30, 2019. Selling expenses decreased $1,605,000 compared to the prior year period, due primarily to lower commission expense on lower sales and decreased sales management salaries during the year. General and administrative ("G&A") expenses decreased $274,000 compared to the prior-year period, driven by a $234,000 increase in severance expenses offset by a $508,000 decrease in other G&A expenses primarily related to lower payroll and benefits as a result of headcount reductions.

Interest Expense

Interest expense decreased approximately $76,000 in fiscal year 2020, to approximately $436,000, compared to approximately $512,000 in fiscal year 2019. The decrease in interest expense is primarily related to lower interest rates and lower average borrowings on our line of credit resulting in interest charges of $196,000 and $269,000 for the years ended June 30, 2020 and 2019, respectively. Another large component of interest expense is imputed interest related to the sale/leaseback of our corporate headquarters facility which totaled $156,000 and $167,000, respectively, for the years ended June 30, 2020 and 2019. Interest expense also included interest on the mortgage on our Tennessee property, imputed interest related to other capital leases, and interest paid on equipment loans for office furnishings and vehicles.

Net Loss Before Income Tax

Pre-tax loss for the year ended June 30, 2020 was $3,436,000 compared to $916,000 for the year ended June 30, 2019. The $2,519,000 increase in pre-tax loss was primarily attributable to a decrease of $4,076,000 in gross profit and an increase of $322,000 in net other expense, partially offset by a decrease of $1,879,000 in SG&A. The increase in net other expense was primarily attributable to a $375,000 gain on revaluation of the Bird & Cronin acquisition earn-out liability in the year ended June 30, 2019 partially offset by a decrease in interest expense.

Income Tax

Income tax benefit was $10,000 in fiscal year 2020, compared to an income tax provision of $5,000 in fiscal year 2019.

Net Loss

Net loss for the year ended June 30, 2020 was $3,425,000, compared to $922,000 for the year ended June 30, 2019. The reasons for the change in net loss are the same as those given under the headings Net Loss Before Income Taxand Income Tax in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A").

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Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders increased $2,601,000 to $4,317,000 ($0.42 per share) for the year ended June 30, 2020, compared to $1,716,000 ($0.21 per share) for the year ended June 30, 2019. The increase in net loss attributable to common stockholders for the year is due primarily to: (1) a $2,503,000 increase in net loss; (2) a $174,000 increase in deemed dividends on convertible preferred stock and accretion of discounts; and (3) a $77,000 decrease in preferred stock dividends.

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 June 30, 2020, we had $2,216,000 in cash and cash equivalents, compared to $156,000 as of June 30, 2019. During fiscal year 2020, we had positive cash flows from operating activities.

Working capital was $8,396,000 as of June 30, 2020, compared to working capital of $5,638,000 as of June 30, 2019. The current ratio was 2.1 to 1 as of June 30, 2020 and 1.4 to 1 as of June 30, 2019. Current assets were 42.8% of total assets as of June 30, 2020, and 50.2% of total assets as of June 30, 2019.

We believe that our cash generated from operations, current capital resources including recent loan 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 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.

On April 29, 2020, we entered into a promissory note (the "Note") with Bank of the West to evidence a loan to the Company in the amount of $3,477,412 under the Paycheck Protection Program (the "PPP") established under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), administered by the U.S. Small Business Administration ("SBA").

In accordance with the requirements of the CARES Act, we expect to use the proceeds from the loan exclusively for qualified expenses under the PPP, including payroll costs, mortgage interest, rent and utility costs, as further detailed in the CARES Act and applicable guidance issued by the SBA. Interest will accrue on the outstanding balance of the Note at a rate of 1.00% per annum. We intend to apply for forgiveness of all amounts due under the Note, in an amount equal to the sum of qualified expenses under the PPP incurred during the 24 weeks following initial disbursement. Notwithstanding our expected eligibility to apply for forgiveness, no assurance can be given that we will obtain forgiveness of all or any portion of amounts due under the Note.

Subject to any forgiveness granted under the PPP, the Note is scheduled to mature two years from the date of initial disbursement under the Note and is payable in monthly installments beginning 10 months after the completion of the 24 week covered period. The Note may be prepaid at any time prior to maturity without penalty. The Note contains customary provisions related to events of default, including, among others, failure to make payments, bankruptcy, breaches of representations, significant changes in ownership, and material adverse effects. The occurrence of an event of default may result in the collection of all amounts owing under the Note, and/or filing suit and obtaining judgment against us. Our obligations under the Note are not secured by any collateral or personal guarantees.

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Cash and Cash Equivalents and Restricted Cash

Our cash and cash equivalents and restricted cash position increased $2,060,000 to $2,316,000 as of June 30, 2020, compared to $256,000 as of June 30, 2019. The primary sources of cash in the year ended June 30, 2020, was $3,090,000 of net cash provided by operating activities, $2,287,000 net proceeds from issuance of common stock, and $3,477,000 proceeds from the PPP Note. Primary uses of cash included net payments of $5,528,000 under our line of credit and acquisition holdbacks of $500,000.

Accounts Receivable

Trade accounts receivable, net of allowance for doubtful accounts, decreased approximately $2,601,000, or 34.7%, to $4,894,000 as of June 30, 2020, from $7,495,000 as of June 30, 2019. The decrease was primarily due to a decline in sales in the year ended June 30, 2020. Trade accounts receivable represents amounts due from our customers including dealers and distributors, 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, decreased $3,156,000, or 27.4%, to $8,372,000 as of June 30, 2020, compared to $11,528,000 as of June 30, 2019. The decrease was primarily due to steps taken to right-size incoming material purchases and adjust inventory management as part of our working capital plans in response to the impacts of COVID-19. During fiscal year 2020, we recorded in cost of goods sold, $460,000 in non-cash write-offs of inventory related to discontinued product lines, excess repair parts, product rejected for quality standards, and other non-performing inventory, compared to inventory write-offs of $0 in fiscal year 2019. We believe that our estimate of the allowance for inventory reserves is adequate based on our historical knowledge and product sales trends.

Accounts Payable

Accounts payable decreased approximately $976,000, or 24.5%, to $3,014,000 as of June 30, 2020, from $3,990,000 as of June 30, 2019. The decrease in accounts payable was driven primarily by a reduction in inventory purchases and timing of payments.

Line of Credit

We have a line of credit with Bank of the West ("Line of Credit") available pursuant to a loan and security agreement, as amended (the "Loan and Security Agreement"), that matures on January 15, 2022. Our obligations under the Line of Credit are secured by a first-priority security interest in substantially all of our assets. The Line of Credit requires a lockbox arrangement and contains affirmative and negative covenants, including covenants that restrict our ability to, among other things, incur or guarantee indebtedness, incur liens, dispose of assets, engage in mergers and consolidations, make acquisitions or other investments, make changes in the nature of our business, and engage in transactions with affiliates. The agreement also contains financial covenants including a minimum monthly consolidated fixed charge coverage ratio which only applies when the excess availability amount under the Line of Credit is less than the greater of $1,000,000 or 10% of the borrowing base. As amended, the Loan and Security Agreement provides for revolving credit borrowings in an amount up to the lesser of $11,000,000 or the calculated borrowing base. The borrowing base is computed monthly and is equal to the sum of stated percentages of eligible accounts receivable and inventory, less a reserve. Amounts outstanding bear interest at LIBOR plus 2.25% (approximately 2.4% as of June 30, 2020). The Line of Credit is subject to a quarterly unused line fee of .25%.

As of June 30, 2020, we had borrowed $1,013,000 under the Line of Credit compared to total borrowings of $6,541,000 as of June 30, 2019. There was approximately $5,040,000and $1,480,000available to borrow as of June 30, 2020 and 2019, respectively.

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Debt

           Long-term debt increased approximately $3,302,000 to approximately

$3,605,000 as of June 30, 2020, compared to approximately $303,000 as of June 30, 2019. Our long-term debt is primarily comprised of the PPP Note, mortgage loan on our office and manufacturing facility in Tennessee maturing in 2021, and also includes loans related to equipment and a vehicle. The principal balance on the PPP Note is $3,477,412, all of which is classified as long-term debt at June 30, 2020. The principal balance on the mortgage loan is approximately $91,000, all of which is classified as current portion of long-term debt at June 30, 2020, with monthly principal and interest payments of $13,000.

Finance Lease Liability

Finance lease liability as of June 30, 2020 and 2019 totaled approximately $2,914,000 and $3,199,000, respectively. Our capital lease obligations consist primarily of a capitalized 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 $1,491,000 at June 30, 2020. 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 June 30, 2020 is $1,379,000. Lease payments, currently approximately $30,000, are payable monthly and increase annually by approximately 2% per year over the life of the lease. Imputed interest for the fiscal year ended June 30, 2020 was approximately $156,000. In addition to the Utah building, we lease certain equipment which have been determined to be finance leases. As of June 30, 2020, future minimum gross lease payments required under the capital leases were as follows:

                             2021        $465,624
                             2022        472,874
                             2023        445,280
                             2024        384,754
                             2025        392,446
                             Thereafter  1,720,902
                             Total       $3,881,880

Operating Lease Liability

Operating lease liability as of June 30, 2020 and June 30, 2019 totaled approximately $3,358,000 and $0, respectively. The operating lease liability was recorded upon the adoption of ASU No. 2016-02, Leases. Our operating lease liability consists primarily of building leases for office, manufacturing, warehouse and storage space.

Acquisition Holdback and Earn-Out Liability

Acquisition earn-out liability decreased $500,000 or 100.0%, to $0 as of June 30, 2020, from $500,000 as of June 30, 2019. The decrease is due to payments during the year ended June 30, 2020.

Inflation

Our revenues and net income have not been unusually affected by inflation or price increases for raw materials and parts from vendors.

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Stock Repurchase Plan

In 2011, our Board of Directors adopted a stock repurchase plan authorizing repurchases of shares in the open market, through block trades or otherwise. Decisions to repurchase shares under this plan are based upon market conditions, the level of our cash balances, general business opportunities, and other factors. The Board may periodically approve amounts for share repurchases under the plan. As of June 30, 2020, approximately $449,000 remained available under this authorization for purchases under the plan. No purchases have been made under this plan since September 28, 2011.

Critical Accounting Policies

            This MD&A is based upon our Consolidated Financial Statements (see

Part II, Item 8 below), which have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. We regularly review our estimates and assumptions. The SEC has requested that all registrants address their most critical accounting policies. The SEC has indicated that a "critical accounting policy" is one which is both important to the representation of the registrant's financial condition and results and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on past experience and on various other assumptions our management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ, and may differ materially from these estimates under different assumptions or conditions. Additionally, changes in accounting estimates could occur in the future from period to period. Our management has discussed the development and selection of our most critical financial estimates with the audit committee of our Board of Directors. The following paragraphs identify our most critical accounting policies:

Inventories

The nature of our business requires that we maintain sufficient inventory on hand at all times to meet the requirements of our customers. We record finished goods inventory at the lower of standard cost, which approximates actual cost (first-in, first-out) or market. Raw materials are recorded at the lower of cost (first-in, first-out) or market. Inventory valuation reserves are maintained for the estimated impairment of the inventory. Impairment may be a result of slow-moving or excess inventory, product obsolescence or changes in the valuation of the inventory. In determining the adequacy of reserves, we analyze the following, among other things:

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Current inventory quantities on hand;
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Product acceptance in the marketplace;
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Customer demand;
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Historical sales;
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Forecast sales;
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Product obsolescence;
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Strategic marketing and production plans
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Technological innovations; and
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Character of the inventory as a distributed item, finished manufactured item or
raw material.

Any modifications to estimates of inventory valuation reserves are reflected in cost of goods sold within the statements of operations during the period in which such modifications are determined necessary by management. As of June 30, 2020, and 2019, our inventory valuation reserve balance, was approximately $568,000 and $139,000, respectively, and our inventory balance was $8,372,000 and $11,528,000, net of reserves, respectively.

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Revenue Recognition

Our sales force and distributors sell Manufactured and Distributed Products to end users, including orthopedists, physical therapists, chiropractors, athletic trainers, sports medicine practitioners, clinics, hospitals, and consumers. Revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied which occurs upon the transfer of control of a product. This occurs either upon shipment or delivery of goods, depending on whether the contract is FOB origin or FOB destination. Revenue is measured as the amount of consideration expected to be received in exchange for transferring products to a customer.Contracts sometimes allow for forms of variable consideration including rebates and incentives. In these cases, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring products to customers utilizing the most likely amount method. Rebates and incentives are estimated based on contractual terms or historical experience and a liability is maintained for rebates and incentives that have been earned but are unpaid.Revenue is reduced by estimates of potential future contractual discounts including prompt payment discounts. Provisions for contractual discounts are recorded as a reduction to revenue in the period sales are recognized. Estimates are made of the contractual discounts that will eventually be incurred. Contractual discounts are estimated based on negotiated contracts and historical experience.Shipping and handling activities are accounted for as fulfillment activities. As such, shipping and handling are not considered promised services to our customers. Costs for shipping and handling of products to customers are recorded as cost of sales.

Allowance for Doubtful Accounts

We must make estimates of the collectability of accounts receivable. In doing so, we analyze historical bad debt trends, customer credit worthiness, current economic trends and changes in customer payment patterns when evaluating the adequacy of the allowance for doubtful accounts. Our accounts receivable balance was $4,894,000 and $7,495,000, net of allowance for doubtful accounts of $185,000 and $90,000 as of June 30, 2020, and 2019, respectively.

Deferred Income Taxes

A valuation allowance is required when there is significant uncertainty as to the realizability of deferred tax assets. The realization of deferred 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 considered the following possible sources of taxable income when assessing the realization of our deferred tax assets:

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future reversals of existing taxable temporary differences;
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future taxable income or loss, exclusive of reversing temporary differences and
carryforwards;
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tax-planning strategies; and
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taxable income in prior carryback years.

We considered both positive and negative evidence in determining the continued need for a valuation allowance, including the following:

Positive evidence:

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Current forecasts indicate that we will generate pre-tax income and taxable
income in the future. However, there can be no assurance that our strategic
plans will result in profitability.
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A majority of our tax attributes have indefinite carryover periods.

Negative evidence:

? We have nine years of cumulative losses as of June 30, 2020.

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We place more weight on objectively verifiable evidence than on other types of evidence and management currently believes that available negative evidence outweighs the available positive evidence. We have therefore determined that we do not meet the "more likely than not" threshold that deferred tax assets will be realized. Accordingly, a valuation allowance is required. Any reversal of the valuation allowance will favorably impact our results of operations in the period of reversal.As of June 30, 2019 and June 30, 2018, we recorded a full valuation allowance against our net deferred income tax assets. The anticipated accumulated net operating loss carryforward as of June 30, 2020, is approximately $9,237,000, which will begin to expire in 2037.

Recent Accounting Pronouncements

See Note 1 to the Consolidated Financial Statements included in Item 8 of the Form 10-K for a description of recent accounting pronouncements.

Off-Balance Sheet Financing

We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any third-party debt.

Business Plan and Outlook

This past year our focus has been on driving profitability in our legacy business through multiple cost-reduction initiatives, while continuing to build our restorative products platform for long-term success. We are confident that the steps we have taken will position the company for success moving forward. In fiscal 2021 we are focused on executing our strategies as follows:

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Drive sales through enhancing our partnerships with key strategic accounts,
optimizing our sales channels, demand generation, and continuing to deliver
superior customer care;
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Increase our operating profitability through disciplined management of our
financial ratios, cost reduction initiatives, and product portfolio management;
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Pursue merger and acquisition opportunities in our core markets through pipeline
management, disciplined valuation, and superior execution; and
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Bolster our communication with the investor community through investor
conferences, non-deal road shows, and calls with equity research analysts and
investors.

We are actively pursuing an acquisition strategy to consolidate other manufacturers and distributors in our core markets (i.e. physical therapy, rehabilitation, orthopedics, pain management, and athletic training). We are primarily seeking candidates that fall into the following categories:

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Manufacturers in markets where we have a competitive advantage;
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Distributors that extend geographic reach or provide different channel access;
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Tuck-in manufacturers / distributors in adjacent markets; and
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Value-oriented businesses with growth potential, stable margins, and cash flow.

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