UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2017~~2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 0-12697

Dynatronics Corporation

(Exact name of registrant as specified in its charter)

Utah	87-0398434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~7030 Park Centre Drive, Cottonwood Heights, UT 84121~~1200 Trapp Road, Eagan, Minnesota 55121

(Address of principal executive offices, Zip Code)

(801) 568-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, no par value per share	DYNT	The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☑Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ~~(Check one)~~

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~	Smaller reporting company ☑
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

~~The~~Indicate the number of shares outstanding of each of the ~~registrant’s~~issuer’s classes of common stock, ~~no par value,~~ as of ~~February 2, 2018 was 7,934,262.~~the latest practicable date:

As of May 6, 2020, there were 13,803,855 shares of the issuer’s common stock outstanding.

DYNATRONICS CORPORATION

FORM 10-Q

~~QUARTER~~FOR THE QUARTERLY PERIOD ENDED ~~December~~MARCH 31, ~~2017~~2020

TABLE OF CONTENTS

	Page ~~Number~~
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	1

Condensed Consolidated Balance Sheets (Unaudited)	1

Condensed Consolidated Statements of Operations (Unaudited)	2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited)	3

~~Condensed Consolidated Statement of Operations (Unaudited)~~	2

Condensed Consolidated Statements of Cash Flows (Unaudited)	3 4


Notes to Condensed Consolidated Financial Statements (Unaudited)	4 5

Cautionary Note Regarding Forward-Looking Statements	10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	11 10


Item 3. Quantitative and Qualitative Disclosures About Market Risk	17 13


Item 4. Controls and Procedures	17
	14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	14

Item 1A. Risk Factors	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3. Defaults Upon Senior Securities	15

Item 4. Mine Safety Disclosures	15

Item 5. Other Information	15

Item 6. Exhibits	18 15

Signatures	19 16

DYNATRONICS CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

Assets

December 31, 2017

June 30, 2017

     Current assets:

Cash and cash equivalents
$3,652,342
$254,705
Trade accounts receivable, less allowance for doubtful accounts of $383,356 as of December 31, 2017 and $382,333 as of June 30, 2017
  7,385,608
  5,281,348
Other receivables
  139,366
  33,388
Inventories, net
  11,605,299
  7,397,682
Prepaid expenses
  893,933
  503,800



          Total current assets
  23,676,548
  13,470,923



Property and equipment, net
  5,970,836
  4,973,477
Intangible assets, net
  7,516,028
  2,754,118
Goodwill
  7,872,863
  4,302,486
Other assets
  532,611
  562,873



          Total assets
$45,568,886
$26,063,877



Liabilities and Stockholders' Equity





     Current liabilities:


Accounts payable
$4,451,050
$2,334,563
Accrued payroll and benefits expense
  1,358,754
  1,472,773
Accrued expenses
  878,300
  656,839
Income tax payable
  9,654
  8,438
Warranty reserve
  205,850
  202,000
Line of credit
  6,742,979
  2,171,935
Current portion of long-term debt
  158,954
  151,808
Current portion of capital lease
  199,300
  193,818
Current portion of deferred gain
  150,448
  150,448
Current portion of acquisition holdback
  430,624
  294,744



          Total current liabilities
  14,585,913
  7,637,366



Long-term debt, net of current portion
  386,632
  461,806
Capital lease, net of current portion
  2,986,689
  3,087,729
Deferred gain, net of current portion
  1,604,777
  1,680,001
Acquisition holdback and earn out liability, net of current portion
  2,716,667
  750,000
Deferred rent
  138,513
  122,585



          Total liabilities
  22,419,191
  13,739,487
Commitments and contingencies





     Stockholders' equity:


Preferred stock, no par value: Authorized 50,000,000 shares; 4,889,000 shares and 3,559,000 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively
  11,641,816
  8,501,295
Common stock, no par value: Authorized 100,000,000 shares; 7,864,715 shares and 4,653,165 shares issued and outstanding as of December 31, 2017 and June 30, 2017, respectively
  19,802,351
  11,838,022
Accumulated deficit
  (8,294,472)
  (8,014,927)



          Total stockholders' equity
  23,149,695
  12,324,390



          Total liabilities and stockholders' equity
$45,568,886
$26,063,877



See accompanying notes to condensed consolidated financial statements.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DYNATRONICS CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)

Assets	March 31, 2020	June 30, 2019
Current assets:
Cash and cash equivalents	$1,428,957	$155,520
Restricted cash	100,636	100,510
Trade accounts receivable, less allowance for doubtful accounts of $103,462 and $89,500 as of March 31, 2020 and June 30, 2019, respectively	6,635,441	7,495,309
Inventories, net	11,322,887	11,527,521
Prepaid expenses and other receivables	764,256	634,837

Total current assets	20,252,177	19,913,697

Property and equipment, net	5,157,470	5,677,419
Operating lease assets	3,045,883	-
Intangible assets, net	5,864,087	6,407,374
Goodwill	7,116,614	7,116,614
Other assets	607,315	516,841

Total assets	$42,043,546	$39,631,945

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$5,539,558	$3,989,546
Accrued payroll and benefits expense	1,479,462	1,373,481
Accrued expenses	767,633	1,038,726
Warranty reserve	207,988	207,988
Line of credit	6,368,559	6,540,639
Current portion of long-term debt	148,922	173,921
Current portion of finance lease liability	311,073	283,781
Current portion of deferred gain	150,448	150,448
Current portion of operating lease liability	902,476	-
Acquisition earn-out liability	-	500,000
Income tax payable	7,351	16,751

Total current liabilities	15,883,470	14,275,281

Long-term debt, net of current portion	22,073	129,428
Finance lease liability, net of current portion	2,679,110	2,915,241
Deferred gain, net of current portion	1,266,270	1,379,105
Operating lease liability, net of current portion	2,143,407	-
Other liabilities	190,160	177,181

Total liabilities	22,184,490	18,876,236
Commitments and contingencies

Stockholders' equity:
Preferred stock, no par value: Authorized 50,000,000 shares; 3,681,000 shares and 4,899,000 shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively	8,770,798	11,641,816
Common stock, no par value: Authorized 100,000,000 shares; 10,407,775 shares and 8,417,793 shares issued and outstanding as of March 31, 2020 and June 30, 2019, respectively	24,962,007	21,320,106
Accumulated deficit	(13,873,749)	(12,206,213)

Total stockholders' equity	19,859,056	20,755,709

Total liabilities and stockholders' equity	$42,043,546	$39,631,945

See accompanying notes to condensed consolidated financial statements.

DYNATRONICS CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)

	Three Months Ended		Nine Months Ended
	March 31,		March 31,
	2020	2019	2020	2019

Net sales	$13,706,319	$14,551,519	$45,292,860	$47,057,320
Cost of sales	9,761,864	10,146,361	31,608,541	32,425,066
Gross profit	3,944,455	4,405,158	13,684,319	14,632,254

Selling, general, and administrative expenses	4,907,363	4,818,093	14,450,155	15,087,393
Operating loss	(962,908)	(412,935)	(765,836)	(455,139)

Other (expense) income:
Interest expense, net	(110,101)	(124,477)	(351,382)	(387,107)
Other (expense) income, net	(18,193)	6,905	(12,809)	390,459
Net other (expense) income	(128,294)	(117,572)	(364,191)	3,352

Loss before income taxes	(1,091,202)	(530,507)	(1,130,027)	(451,787)

Income tax (provision) benefit	-	(32,880)	-	(236,829)

Net loss	(1,091,202)	(563,387)	(1,130,027)	(688,616)

Deemed dividend on convertible preferred stock and accretion of discount	(65,219)	-	(173,758)	-
Preferred stock dividend, in common stock, issued or to be issued	(168,356)	(196,240)	(537,509)	(586,145)

Net loss attributable to common stockholders	$(1,324,777)	$(759,627)	$(1,841,294)	$(1,274,761)

Net loss per common share
Basic and diluted	$(0.13)	$(0.09)	$(0.20)	$(0.16)

Weighted-average common shares outstanding:
Basic and diluted	10,168,596	8,307,117	9,216,027	8,189,890

See accompanying notes to condensed consolidated financial statements.

DYNATRONICS CORPORATION
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)

						Total
	Common stock		Preferred stock		Accumulated	stockholders'
	Shares	Amount	Shares	Amount	deficit	equity
Balance at June 30, 2018	8,089,398	$20,225,107	4,899,000	$11,641,816	$(10,490,141)	$21,376,782

Stock-based compensation	5,000	43,658	-	-	-	43,658

Preferred stock dividend, in common stock, issued or to be issued	66,631	186,637	-	-	(186,637)	-

Net income	-	-	-	-	315,601	315,601

Balance at September 30, 2018	8,161,029	20,455,402	4,899,000	11,641,816	(10,361,177)	21,736,041

Stock-based compensation	-	56,082	-	-	-	56,082

Preferred stock dividend, in common stock, issued or to be issued	65,494	203,268	-	-	(203,268)	-

Reduction in equity retained for acquisition holdback	(37,708)	-	-	-	-	-

Net loss	-	-	-	-	(440,830)	(440,830)

Balance at December 31, 2018	8,188,815	20,714,752	4,899,000	11,641,816	(11,005,275)	21,351,293

Stock-based compensation	58,998	85,566	-	-	-	85,566

Preferred stock dividend, in common stock, issued or to be issued	74,731	196,240	-	-	(196,240)	-

Net loss	-	-	-	-	(563,387)	(563,387)

Balance at March 31, 2019	8,322,544	20,996,558	4,899,000	11,641,816	(11,764,902)	20,873,472

Stock-based compensation	-	115,343	-	-	-	115,343

Preferred stock dividend, in common stock, issued or to be issued	95,249	208,205	-	-	(208,205)	-

Net loss	-	-	-	-	(233,106)	(233,106)

Balance at June 30, 2019	8,417,793	21,320,106	4,899,000	11,641,816	(12,206,213)	20,755,709

Stock-based compensation	135,244	129,793	-	-	-	129,793

Preferred stock dividend, in common stock, issued or to be issued	126,194	166,904	-	-	(166,904)	-

Net income	-	-	-	-	98,838	98,838

Balance at September 30, 2019	8,679,231	21,616,803	4,899,000	11,641,816	(12,274,279)	20,984,340

Stock-based compensation	5,446	58,238	-	-	-	58,238

Preferred stock converted to common stock	760,000	1,791,320	(760,000)	(1,791,320)	-	-

Preferred stock dividend, in common stock, issued or to be issued	165,251	202,249	-	-	(202,249)	-

Net loss	-	-	-	-	(137,663)	(137,663)

Balance at December 31, 2019	9,609,928	23,668,610	4,139,000	9,850,496	(12,614,191)	20,904,915

Stock-based compensation	96,195	45,343	-	-	-	45,343

Preferred stock converted to common stock	458,000	1,079,698	(458,000)	(1,079,698)	-	-

Preferred stock dividend, in common stock, issued or to be issued	243,652	168,356	-	-	(168,356)	-

Net loss	-	-	-	-	(1,091,202)	(1,091,202)

Balance at March 31, 2020	10,407,775	$24,962,007	3,681,000	$8,770,798	$(13,873,749)	$19,859,056

See accompanying notes to condensed consolidated financial statements.

DYNATRONICS CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months Ended
	March 31,
	2020	2019
Cash flows from operating activities:
Net loss	$(1,130,027)	$(688,616)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of property and equipment	763,197	650,289
Amortization of intangible assets	543,287	543,292
Amortization of other assets	27,007	32,219
Loss on sale of property and equipment	18,878	2,177
Stock-based compensation expense	233,374	185,306
Change in allowance for doubtful accounts receivable	13,962	(280,800)
Change in allowance for inventory obsolescence	(22,694)	(58,268)
Amortization deferred gain on sale/leaseback	(112,835)	(112,836)
Deferred income taxes	-	236,829
Change in fair value of earn-out liability	-	(375,000)
Change in operating assets and liabilities:
Trade accounts receivable and other receivables	848,565	1,285,182
Inventories	227,328	(411,918)
Prepaid expenses	(132,078)	72,070
Other assets	(117,481)	(15,692)
Income tax receivable	(9,400)	35,518
Accounts payable and accrued expenses	1,397,879	452,212

Net cash provided by operating activities	2,548,962	1,551,964

Cash flows from investing activities:
Purchase of property and equipment	(249,617)	(124,804)

Net cash used in investing activities	(249,617)	(124,804)

Cash flows from financing activities:
Principal payments on long-term debt	(132,354)	(122,035)
Principal payments on finance lease liability	(221,348)	(181,609)
Payment of acquisition earn-out liability and holdbacks	(500,000)	(912,845)
Net change in line of credit	(172,080)	(1,492,532)

Net cash used in financing activities	(1,025,782)	(2,709,021)

Net change in cash and cash equivalents and restricted cash	1,273,563	(1,281,861)

Cash and cash equivalents and restricted cash at beginning of the period	256,030	1,696,116

Cash and cash equivalents and restricted cash at end of the period	$1,529,593	$414,255

Supplemental disclosure of cash flow information:
Cash paid for interest	$362,595	$392,039
Supplemental disclosure of non-cash investing and financing activities:
Deemed dividend on convertible preferred stock and accretion of discount	173,758	-
Preferred stock dividend, in common stock, issued or to be issued	537,509	586,145
Inventory reclassified to demonstration equipment	-	239,106
Conversion of preferred stock to common stock	2,871,018	-
Finance lease obligations incurred to obtain ROU assets	12,509	252,493
Operating lease obligations incurred to obtain ROU assets	3,749,809	-


See accompanying notes to condensed consolidated financial statements.

DYNATRONICS CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended

Six Months Ended

December 31

December 31,

2017

2016

2017

2016

Net sales
$18,081,333
$8,713,355
$30,879,304
$16,876,089
Cost of sales
  12,311,354
  5,640,048
  20,769,933
  11,008,094
Gross profit
  5,769,979
  3,073,307
  10,109,371
  5,867,995





Selling, general, and administrative expenses
  5,109,809
  2,851,236
  8,932,511
  5,615,594
Research and development expenses
  553,487
  309,476
  805,336
  588,360
Operating profit (loss)
  106,683
  (87,405)
  371,524
  (335,959)










Other income (expense):




   Interest expense, net
  (103,706)
  (63,408)
  (180,514)
  (122,728)
   Other income, net
  11,371
  55,494
  21,985
  77,735
Net other expense
  (92,335)
  (7,914)
  (158,529)
  (44,993)





Income (loss) before income taxes
  14,348
  (95,319)
  212,995
  (380,952)





Income tax (provision) benefit
  -

  -

  -

  -





Net income (loss)
  14,348
  (95,319)
  212,995
  (380,952)





Deemed dividend on convertible preferred stock and accretion of discount
  (1,023,786)
  (375,858)
  (1,023,786)
  (375,858)
Preferred stock dividend, cash
  (104,884)
     -
  (104,884)
  -

Convertible preferred stock dividend, in common stock
  (200,594)
  (88,792)
  (387,655)
  (177,777)





Net loss attributable to common stockholders
$(1,314,916)
$(559,969)
$(1,303,330)
$(934,587)





Basic and diluted net loss per common share
$(0.23)
$(0.19)
$(0.25)
$(0.33)





Weighted-average common shares outstanding:









Basic and diluted
  5,735,159
  2,881,111
  5,241,604
  2,861,299






See accompanying notes to condensed consolidated financial statements.

DYNATRONICS CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Six Months Ended

December 31

2017

2016

Cash flows from operating activities:

       Net income (loss)
$212,995
$(380,952)
       Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:


             Depreciation and amortization of property and equipment
  184,010
  106,098
             Amortization of intangible assets
  254,090
  15,340
             Amortization of other assets
  40,681
  60,069
             Amortization of building capital lease
  125,967
  125,967
             Gain on sale of property and equipment
  (5,197)
  (19,252)
             Stock-based compensation expense
  117,073
  102,989
             Change in allowance for doubtful accounts receivable
  (6,978)
  48,073
             Change in allowance for inventory obsolescence
  49,739
  42,751
             Deferred gain on sale/leaseback
  (75,224)
  (75,224)
             Change in operating assets and liabilities:


                  Receivables, net
  33,546
  62,135
                  Inventories, net
  (120,175)
  (630,132)
                  Prepaid expenses
  (297,144)
  (174,016)
                  Other assets
  (10,419)
  (18,799)
                  Income tax payable
  (1,236)
  1,066
                  Accounts payable and accrued expenses
  1,175,114
  684,319



                              Net cash provided by (used in) operating activities
  1,676,842
  (49,568)



Cash flows from investing activities:


       Purchase of property and equipment
  (84,494)
  (36,818)
       Net cash paid in acquisition, net of cash received - see Note 2
  (9,063,017)
  -

       Proceeds from sale of property and equipment
  10,355
  32,000



                              Net cash provided by (used in) investing activities
  (9,137,156)
  (4,818)



Cash flows from financing activities:


       Principal payments on long-term debt
  (68,028)
  (84,239)
       Principal payments on long-term capital lease
  (95,558)
  (90,373)
Payment of acquisition holdbacks
  (44,744)
  -

       Net change in line of credit
  4,571,044
  -

       Proceeds from issuance of preferred stock, net
  6,600,121
  928,554
       Preferred stock dividends paid in cash
  (104,884)
  -



                              Net cash provided by (used in) financing activities
  10,857,951
  753,942



                              Net change in cash and cash equivalents
  3,397,637
  699,556



Cash and cash equivalents at beginning of the period
  254,705
  966,183



Cash and cash equivalents at end of the period
$3,652,342
$1,665,739



Supplemental disclosure of cash flow information:


       Cash paid for interest
$172,893
$124,797
Supplemental disclosure of non-cash investing and financing activity:


       Deemed dividend on convertible preferred stock and accretion of discount
$1,023,786
$375,858
       Preferred stock dividends paid or to be paid in common stock
  387,655
  187,901
       Preferred stock issued to acquire "Bird & Cronin"
  4,000,000
  -

       Acquisition holdback
  2,147,291
  -

       Conversion of preferred stock to common stock
  7,459,600
  -

       Accrued compensation paid in common stock
  -

  26,388



See accompanying notes to condensed consolidated financial statements.

~~DYNATRONICS~~DYNATRONICS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~December~~March 31, ~~2017~~2020

~~NOTE~~Note 1. ~~PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Presentation and Summary of Significant Accounting Policies

Business

Dynatronics Corporation (“Company,” “Dynatronics”) is a leading medical device company committed to providing high-quality restorative products designed to accelerate optimal health. The Company designs, manufactures, and sells a broad range of restorative products for clinical use in physical therapy, rehabilitation, orthopedics, 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.

Basis of Presentation

The accompanying unaudited condensed consolidated ~~balance sheets as of December 31, 2017 and June 30, 2017, the condensed consolidated~~financial statements ~~of operations for the three and six months ended December 31, 2017 and 2016, and condensed consolidated statements of cash flows for the six months ended December 31, 2017 and 2016, were~~(the “Condensed Consolidated Financial Statements”) have been prepared by ~~Dynatronics Corporation~~the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and ~~its subsidiaries (collectively, the “Company”) without audit~~ pursuant to ~~the instructions to Form 10-Q and~~ the rules and regulations of the Securities and Exchange Commission (“~~SEC~~”(the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with ~~U.S. generally accepted accounting principles (“U.S.~~ GAAP”) have been condensed or omitted pursuant to ~~such~~the rules and ~~regulations.~~regulations of the SEC. As such, these Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the “Annual Report”)filed with the SEC on September 25, 2019. The Condensed Consolidated Balance Sheet at June 30, 2019, has been derived from the Annual Report.

The accounting policies followed by the Company are set forth in Part II, Item 8, Note 1, Basis of Presentation and Summary of Accounting Policies, of the Notes to Financial Statements included in the Company’s Annual Report. In the opinion of management, the Condensed Consolidated Financial Statements contain all ~~necessary~~ adjustments, ~~which consist~~consisting only of normal recurring adjustments, ~~to the financial statements have been made~~necessary to present fairly the Company’s financial position as of March 31, 2020 and its results of operations and its cash ~~flows.~~flows for the periods presented. The results of operations for the ~~three and six~~first nine months ~~ended December 31, 2017,~~of the fiscal year are not necessarily indicative of ~~the~~ results ~~of operations that may be expected~~ for the full year or any future periods.

The Company’s fiscal year begins on July 1 and ends on June 30 and references made to “fiscal year 2020” and “fiscal year 2019” refer to the Company’s fiscal year ending June 30, ~~2018. The Company previously filed with~~2020 and the ~~SEC an Annual Report on Form 10-K (the “2017 Form 10-K”) which included audited financial statements for each of the years~~fiscal year ended June 30, ~~2017 and 2016. It is suggested that the financial statements contained in this Form 10-Q be read in conjunction with the financial statements and notes thereto contained in the 2017 Form 10-K.~~2019, respectively.

Use of Estimates

The preparation of financial statements in conformity with ~~U.S.~~ GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~and~~ disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenue~~revenues and expenses during the ~~period.~~reporting periods presented.

The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could differ materially from those ~~estimates. Some of the more significant~~ estimates ~~relate to inventory, allowance for doubtful accounts, stock-based compensation~~ and ~~valuation allowance for deferred income taxes.~~assumptions.

Reclassification

~~Significant Accounting Policies~~

~~There~~Certain amounts in the prior year's Financial Statements have been ~~no changes~~reclassified for comparative purposes to conform to the ~~Company’s significant accounting policies as described~~presentation in the ~~2017 Form 10-K.~~

~~NOTE 2. ACQUISITIONS~~current year's Financial Statements.

~~On October 2, 2017, the Company acquired substantially all of the assets of Bird & Cronin, Inc. (“B&C”), a manufacturer~~Risks and distributor of orthopedic soft goods and specialty patient care products. The transaction is referred to as the “Acquisition”. The Acquisition will expand the Company’s sales in the orthopedic and patient care markets by leveraging the products and distribution network offered by B&C.Uncertainties

At the Closing of the Acquisition, the Company paid B&C cash of $9,063,017 and delivered 1,397,375 shares of its Series D Non Voting Convertible Preferred Stock (“Series D Preferred”) to B&C valued at approximately $3,533,333. The purchase price is subject to customary representations, warranties, indemnities, working capital adjustment and an earn-out payment ranging from $500,000 to $1,500,000, based on future sales. The balance of the earn-out liability at December 31, 2017 is $1,500,000. A holdback of cash totaling $647,291 and 184,560 shares of Series D Preferred valued at approximately $466,667 has been retained for purposes of satisfying adjustments to the purchase price.

In connection with the Acquisition, the Company completed a private placement of Series C Non Voting Convertible Preferred Stock (“Series C Preferred”) and common stock warrants to raise cash proceeds of $7,000,000 pursuant to the terms and conditions of a Securities Purchase Agreement entered into September 26, 2017 (the “Private Placement”). See Note 4 for details of the Private Placement.

Also in connection with the Acquisition, the Company entered into a lease with Trapp Road Limited Liability Company, a Minnesota limited liability company controlled by the former owners of B&C, to occupy the facility housing the B&C operations for a term of three years at annual rental payments of $600,000, payable in monthly installments of $50,000. The lease term will automatically be extended for two additional periods of two years each, without any increase in the lease payment, subject to the Company’s right to terminate the lease or to provide notice not to extend the lease prior to the end of the term. The Company also offered employees of B&C employment with Dynatronics at Closing including the Co-Presidents of B&C, Mike Cronin and Jason Anderson, who entered into employment agreements to serve as Co-Presidents of Bird & Cronin, LLC, the Company’s wholly-owned subsidiary that conducts the operations acquired in the Acquisition.

The ~~Acquisition~~pandemic caused by an outbreak of the Novel Coronavirus Disease 2019 (“COVID-19”) has ~~been accounted~~resulted, and is likely to continue to result, in significant national and global economic disruption and has adversely affected and may continue to adversely affect the Company’s business. However, the Company is actively monitoring this situation and the possible effects on its financial condition, liquidity, operations, suppliers, industry, and workforce. Certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer orders, and reduced operations.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, Leases ("Topic 842"). This guidance replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of right-of-use ("ROU") assets and lease liabilities by lessees for ~~under the purchase method~~substantially all leases. The standard also requires additional quantitative and qualitative disclosures.The Company adopted Topic 842 as ~~prescribed by applicable accounting standards.~~of July 1, 2019 using a modified retrospective method. Under this method, financial results reported in periods prior to July 1, 2019 are unchanged. The Company elected the ‘package of practical expedients’ which permits the Company ~~has allocated~~to carryforward the purchase price to the assets acquired and liabilities assumed at estimated fair values. The total consideration transferred or to be transferred, totaled $15,213,959. The following table summarizes the preliminary estimated fair valuehistorical lease classification. Adoption of the standard resulted in the recording of additional ROU assets ~~acquired~~ and lease liabilities ~~assumed~~for operating leases of $3,749,809 as of ~~the date of acquisition:~~

~~Cash and cash equivalents~~	$~~4,104~~
~~Trade accounts receivable~~	~~2,232,703~~
~~Inventories~~	~~4,137,181~~
~~Prepaid expenses~~	~~92,990~~
~~Property and equipment~~	~~1,228,000~~
~~Intangible assets~~	~~5,016,000~~
~~Goodwill~~	~~3,570,376~~
~~Warranty reserve~~	~~(5,000~~)
~~Accounts payable~~	~~(607,084~~)
~~Accrued expenses~~	~~(265,732~~)
~~Accrued payroll and benefits~~	~~(189,579~~)
~~Purchase price~~	$~~15,213,959~~

The estimates of fair value of identifiable assets acquired and liabilities assumed are preliminary, pending finalization of a valuation, and are subject to revisions that may result in adjustments to the values presented above.

Intangible assets subject to amortization relate to customer relationships of $4,313,000 with a useful life of ten years and other intangible assets of $83,000 with a useful life of five years. Intangible assets not subject to amortization relate to trade names of $620,000. The goodwill recognized from the Acquisition is estimated to be attributable, but not limited to, the acquired workforce and expected synergies that do not qualify for separate recognition. The full amount of goodwill and intangible assets are expected to be deductible for tax purposes.

~~As of December 31, 2017, the Acquisition earn out liability and holdbacks of $2,147,291 come due, contingent upon the terms set forth in the purchase agreement, as follows:~~

~~October 2, 2018~~	$~~180,624~~
~~April 1, 2019~~	~~466,667~~
~~August 15, 2019~~	~~1,500,000~~
~~Acquisition holdback~~	$~~2,147,291~~

The amounts of B&C’s net sales and net income included in the Company's consolidated statement of operations for the period from October 2, 2017 to December 31, 2017, were $5,701,507 and $455,052 respectively. Pro forma net sales and net loss of the combined operations had the acquisition date been July 1, ~~2016 are:~~

Net Sales

Net Income (loss)

Unaudited supplemental pro forma July 1, 2017 to December 31, 2017
$37,337,488
$259,644
Unaudited supplemental pro forma July 1, 2016 to June 30, 2017
$60,027,677
$(285,951)

~~2017 supplemental pro forma earnings were adjusted to exclude $70,000~~2019. The adoption of ~~acquisition-related costs incurred in 2017.~~

this guidance did not have an impact on net loss.

~~NOTE~~In December 2019, the FASB issued ASU 2019-12,Income Taxes(“Topic 740”):Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. The standard is effective for annual periods beginning after December 15, 2020 and interim periods within, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company is currently assessing the impact of this standard on its financial condition and results of operations.

Note 2. Acquisitions

The earn-out liability was $0 as of March 31, 2020. Payments during the quarters ended December 31, 2019 and September 30, 2019 totaled $375,000and $125,000, respectively.

Note 3. ~~NET INCOME (LOSS) PER COMMON SHARE~~Net loss per Common Share

Net ~~income (loss)~~loss per common share is computed based on the weighted-average number of common shares outstanding and, when appropriate, dilutive potential common stock outstanding during the period. Stock options, convertible preferred stock and warrants are considered to be potential common stock. The computation of diluted net ~~income (loss)~~loss per common share does not assume exercise or conversion of securities that would have an anti-dilutive effect.

Basic net ~~income (loss)~~loss per common share is the amount of net income ~~(loss)~~ for the period available to each weighted-average share of common stock outstanding during the reporting period. Diluted net ~~income (loss)~~loss per common share is the amount of net ~~income (loss)~~loss for the period available to each weighted-average share of common stock outstanding during the reporting period and to each share of potential common stock outstanding during the period, unless inclusion of potential common stock would have an anti-dilutive effect.

~~Outstanding~~All outstanding options, warrants and convertible preferred stock for common shares are not included in the computation of diluted net loss per common share because they ~~were~~are anti-dilutive, which for the three months ended ~~December~~March 31, ~~2017,~~2020, and ~~2016,~~2019, totaled ~~13,838,859~~10,946,022 and ~~5,148,398,~~11,744,083, respectively, and for the ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2020, and ~~2016,~~2019, totaled ~~12,114,132~~11,452,544 and ~~5,148,398,~~11,744,083, respectively.

~~NOTE~~Note 4. ~~CONVERTIBLE PREFERRED STOCK AND COMMON STOCK WARRANTS~~Convertible Preferred Stock and Common Stock Warrants

~~During quarter ended December 31, 2017, the Company issued 25,000 shares of common stock upon conversion of 25,000 shares of Series B Convertible Preferred Stock (the “Series B Preferred”).~~ As of ~~December~~March 31, ~~2017,~~2020, the Company had issued and outstanding a total of ~~3,459,000~~1,992,000 shares of Series A 8% Convertible Preferred Stock ~~(the “~~(“Series A Preferred”) and 1,459,000 shares of Series B Convertible Preferred Stock ("Series B Preferred"). The Series A Preferred”) and Series B Preferred ~~outstanding.~~are convertible into a total of 3,451,000 shares of common stock. Dividends payable on these preferred shares accrue at the rate of 8% per year and are payable quarterly in stock or ~~cash.~~cash at the option of the Company. The Company generally pays the dividends inon the preferred stock by issuing shares of our common stock. The formula for paying ~~this dividend~~these dividends using common stock in ~~common stock~~lieu of cash can change the effective yield on the dividend to more or less than 8% depending on the market price of the common stock at the time of issuance.

~~In connection with the Acquisition~~ As of ~~B&C on October 2, 2017, the Company~~March 31, 2020, there were also issued ~~2,800,000~~and outstanding 230,000 shares of Series C Non-Voting Convertible Preferred ~~with common stock warrants~~Stock (“Series C ~~Warrants”~~Preferred”) and 1,581,935 shares of its Series D Preferred. The Series C Warrants have an exercise price of $2.75 per share of common stock and a term of six years. They may not be exercised unless and until shareholder approval has been obtained. Each share of Series C Preferred and Series D Preferred was convertible into one share of common stock of the Company automatically upon, but not before receipt of shareholder approval required under applicable Nasdaq Marketplace Rules. A holder of Series C Preferred was able elect to retain the Series C Preferred and not convert, subject to future beneficial ownership limitations and loss of preferential rights. At the Company’s 2017 Annual Meeting of Shareholders, held on November 29, 2017, the Company sought and obtained shareholder approval as described above. On November 29, 2017, the Company issued 1,360,000 shares of Common Stock in conversion of a portion of the Series C Preferred and 1,581,935 shares of Common Stock in conversion of all of the Series D Preferred. As of December 31, 2017, the Company had 1,440,000 shares of Series C Preferred outstanding.. The Series C Preferred shares are non-voting, do not receive dividends, and have no liquidation preferences or redemption rights.

~~The~~ During the quarter ended December 31, 2019, the Company ~~determined that~~issued 760,000 shares of common stock upon conversion of 760,000 shares of Series C Preferred.During the quarter ended March 31, 2020, the Company issued 450,000 and 8,000 shares of common stock upon conversion of 450,000 and 8,000 shares of Series C Preferred ~~contain a beneficial conversion feature resulting in a deemed dividend~~and Series A Preferred, respectively.

In April 2020, the Company paid approximately $202,000 of ~~$829,559. Upon conversion of a portion of~~preferred stock dividends with respect to the Series CA Preferred and Series B Preferred that accrued during the three months ended ~~December~~March 31, ~~2017, accretion~~2020, by issuing 195,490 shares of ~~$194,227 in discounts was recognized.~~common stock.

~~NOTE~~

Note 5. ~~COMPREHENSIVE INCOME (LOSS)~~Common Stock

As of March 31, 2020, the Company had issued and outstanding a total of 10,407,775 shares of common stock.

On March 12, 2020, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC and Roth Capital Partners, LLC relating to the offer and sale of shares of its common stock in an at-the-market offering (“ATM”). In accordance with the terms of the equity distribution agreement, the Company may offer and sell common stock having an aggregate offering price of up to $10,000,000 from time to time through Canaccord Genuity LLC and Roth Capital Partners, LLC, acting as the Company’s sales agents. The shares of common stock will be distributed at the market prices prevailing on The Nasdaq Capital Market at the time of the sale of such shares. Canaccord Genuity LLC and Roth Capital Partners, LLC will be entitled to compensation at a fixed commission rate equal to 3.0% of the gross sale price per share of common stock sold. No shares were sold in the ATM during the three months ended March 31, 2020.

In April 2020, the Company sold 3,200,585 shares of common stock, no par value per share, in the ATM offering. The Company incurred offering costs totaling $238,169, inclusive of commission fees at a fixed rate of 3.0%, legal, accounting, and filing fees. Net proceeds from the shares sold totaled $2,286,939. The proceeds will be used to strengthen the Company's working capital position.

Note 6. Comprehensive Income

For the three and ~~six~~nine months ended ~~December~~March 31, ~~2017~~2020 and ~~2016,~~2019, comprehensive ~~income (loss)~~loss was equal to the net ~~income (loss)~~loss as presented in the accompanying ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~operations.~~

Operations.

~~NOTE 6. INVENTORIES~~Note 7. Inventories

Inventories consisted of the following:

	December 31, 2017	June 30, 2017	March 31, 2020	June 30, 2019
Raw materials	$6,332,413	$3,766,940	$5,765,534	$5,830,140
Work in process	421,861	470,721	553,470	706,128
Finished goods	5,303,501	3,562,758	5,160,985	5,129,806
Inventory obsolescence reserve	(452,476)	(402,737)	(157,102)	(138,553)
	$11,605,299	$7,397,682	$11,322,887	$11,527,521

~~NOTE 7. RELATED-PARTY TRANSACTIONS~~

Note 8. Leases

Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset. Such assets are classified as ROU assets with a corresponding lease liability.

Finance and operating lease ROU assets and liabilities are recorded at commencement at the present value of future minimum lease payments over the expected lease term. As the implicit discount rate for the present value calculation is not determinable in most of the Company’s leases, management uses the Company’s incremental borrowing rate based on the information available at commencement of the lease. The expected lease terms include options to extend the lease when it is reasonably certain the Company will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. Leases with an expected term of 12 months or less are not accounted for on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.

The Company has operating and finance leases for various administrative, manufacturing, and distribution facilities and equipment.Most of the Company’s leases include one or more options to renew and extend the lease term two years to five years. The exercise of lease renewal options is typically at the Company's sole discretion, however, as a material economic incentive to exercise the option exists, the majority of renewals to extend the lease terms are included in the ROU assets and lease liabilities as they are reasonably certain of exercise. The Company’s lease agreements do not contain any material non-lease components, residual value guarantees, or material restrictive covenants.

Leases recorded on the balance sheet consist of the following:

	Classification on the Balance Sheet	March 31, 2020
Lease Assets
Operating lease assets	Operating lease assets, net	$3,045,883
Finance lease assets	Property and equipment, net	$2,630,542

Lease Liabilities
Current
Operating	Current portion of operating lease liability	$902,476
Finance	Current portion of finance lease liability	$311,073
Noncurrent
Operating	Operating lease liability, net of current portion	$2,143,407
Finance	Finance lease liability, net of current portion	$2,679,110

Other information related to lease term and discount rate is as follows:

	March 31, 2020
Weighted Average Remaining Lease Term
Operating leases	3.3 years
Finance leases	8.8 years

Weighted Average Discount Rate
Operating leases	4.6%
Finance leases	5.7%

The components of lease expense are as follows:

	Classification on the Statement of Operations	Three Months Ended March 31, 2020	Nine Months Ended March 31, 2020
Operating lease cost
Operating lease cost	Cost of sales	$70,515	$211,545
Operating lease cost	Selling, general, and administrative expenses	188,256	564,188
Short term lease cost	Selling, general, and administrative expenses	15,750	47,250

Finance lease cost
Amortization of finance lease assets	Cost of sales	$35,670	$107,010
Amortization of finance lease assets	Selling, general, and administrative expenses	54,968	152,923
Interest on finance lease liabilities	Interest expense, net	43,477	133,566
Total lease cost		$408,636	$1,216,482

Supplemental cash flow information related to leases is as follows:

	Three Months Ended March 31, 2020	Nine Months Ended March 31, 2020
ROU assets obtained in exchange for lease liabilities:
Operating leases	-	3,749,809
Financing leases	9,423	12,509

Future minimum lease payments are summarized as follows:

	Operating Leases	Finance Leases
Year ending June 30,
2020 (excluding the nine months ended March 31, 2020)	$257,916	$114,028
2021	959,721	465,624
2022	150,000	472,874
2023	-	445,280
2024	-	384,754
Thereafter	-	2,113,348
Total future minimum lease payments	$1,367,637	$3,995,908

Imputed interest		815,566
Deferred rent		190,160

The Company leases office, manufacturing and warehouse facilities in ~~Detroit, Michigan, Hopkins, Minnesota,~~ Northvale, New ~~Jersey~~Jersey; and Eagan, Minnesota from employees, shareholders, and entities controlled by shareholders, who were previously principals of businesses acquired by the Company.The combined expenses associated with these related-party transactions totaled ~~approximately $257,400~~ $261,666and ~~$17,700~~$261,792 for the three months ended ~~December~~March 31, ~~2017~~2020 and ~~2016,~~2019, respectively, and ~~$365,400~~ $784,999 and ~~$35,400~~$785,353 for the ~~six~~nine months ended ~~December~~March 31, ~~2017~~2020 and ~~2016,~~2019, respectively.

Note 9. Line of Credit

~~Certain significant shareholders, officers and directors~~

The Company has a line of the Company participated as investors in the private placements of the Company’s Series A Preferred, Series B Preferred and Series C Preferred. The terms of these offerings were reviewed and approved by disinterested members of the Company’s Board of Directors who did not invest in the private placements and who do not own any shares of Series A Preferred, Series B Preferred or Series C Preferred. The affiliated investors participated in these offerings on terms that were no more favorable than the terms granted to unaffiliated investors.

Pursuant to the Company’s acquisition of Hausmann Industries, Inc. (“Hausmann”) in April 2017, the Company held back approximately$1,045,000 of the purchase price. As of December 31, 2017, and June 30, 2017, the holdback liability to Hausmann under the purchase agreement was $1,000,000 and $1,045,000, respectively. Certain principals of Hausmann are holders of the Company’s Series B Preferred and one of the principals, David Hausmann, is an employee of the Company.

In connection with the Acquisition of B&C in October 2017, the Company held back approximately $647,000 in cash plus an earn-out payment of a minimum of $500,000 up to $1,500,000. These obligations to B&C, totaling approximately $2,147,000, are liabilities on the Company’s balance sheet as of December 31, 2017. In addition, the Company withheld approximately 467,000 shares of common stock to be released to B&C pursuant to the holdback provisions in the Asset Purchase Agreement. These shares are included in common stock on the Company’s balance sheet at December 31, 2017. Certain principals of B&C are holders of the Company’s common stock and two of the principals, Michael Cronin and Jason Anderson, are employees of the Company.

~~NOTE 8. LINE OF CREDIT~~

~~On September 28, 2017, the Company modified its~~ credit ~~agreement~~ with Bank of the West (“Line of Credit”) available pursuant to a loan and ~~entered into an Amended~~security agreement, as amended (the “Loan and Security Agreement”), that matures on January 15, 2022. The Company’s obligations under the Line of Credit ~~Facility (the “Amended~~are secured by a first-priority security interest in substantially all of the Company’s assets. The Line of Credit ~~Facility~~”)requires a lockbox arrangement and contains affirmative and negative covenants, including covenants that restrict the Company's ability to, ~~provide asset-based financing 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 ~~Company to be used for funding~~nature of its 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 ~~Acquisition (see Note 2)~~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 ~~for operating capital. The Amended Credit Facility~~Security Agreement provides for revolving credit borrowings ~~by the Company~~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 3% as of March 31, 2020). The ~~Company paid a commitment fee~~Line of ~~.25% and the line~~Credit is subject to an unused line fee of .25%. ~~The maturity date~~

Borrowings on the Line of Credit were $6,368,559 and $ 6,540,639 as of March 31, 2020 and June 30, 2019, respectively. As of March 31, 2020, there was approximately $1,000,000 available to borrow.

Note 10. Long-term Debt

As of March 31, 2020 and June 30, 2019 long-term debt was $170,995 and $303,349, respectively. Long-term debt is ~~September 30, 2019. The Company’s obligations~~primarily comprised of the mortgage loan on the Company's office and manufacturing facility in Tennessee maturing in 2021.

On April 29, 2020, the Company 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 ~~Amended Credit Facility are secured~~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, the Company expects 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 ~~first-priority security~~rate of 1.00% per annum. The Company expects to apply for forgiveness of up to all amounts due under the Note, in an amount equal to the sum of qualified expenses under the PPP incurred during the eight weeks following initial disbursement. Notwithstanding the Company’s expected eligibility to apply for forgiveness, no assurance can be given that the Company 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, April 29, 2022, two years from the date of initial disbursement under the Note and is payable in 18 equal monthly payments of principal and interest ~~in substantially all~~beginning six months from the date of ~~its assets, including those of its subsidiaries.~~initial disbursement. The ~~Amended Credit Facility includes financial covenants, such as ratios for consolidated leverage and fixed charge coverage, and~~Note may be prepaid at any time prior to maturity without penalty. The Note contains customary affirmative and negative covenants for a credit facility of this type, including, among others, the provision of annual, quarterly and monthly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters, restrictions on incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, entering into affiliate transactions and asset sales. The Amended Credit Facility also contains penalties in connection with customaryprovisions related to events of default, including, among others, ~~payment,~~failure to make payments, bankruptcy, ~~representation~~breaches of representations, significant changes in ownership, and ~~warranty, covenant, change in control, judgment and events or conditions that have a Material Adverse Effect (as defined~~material adverse effects. The occurrence of an event of default may result in the ~~Amended Credit Facility). As~~collection of ~~December 31, 2017, the Company had borrowed $6,742,979~~all amounts owing under the ~~Amended Credit Facility compared to $2,171,935 as of June 30, 2017. There was $1,874,268 available to borrow~~Note, and/or filing suit and obtaining judgment against the Company. The Company’s obligations under the ~~original loan~~Note are not secured by any collateral or personal guarantees.

Note 11. Accrued Payroll and ~~security agreement as of December 31, 2017.~~

Benefits Expense

~~NOTE 9. INCOME TAXES~~

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act provides for significant changes to the U.S. Internal Revenue Code of 1986, as amended. Among other items, the Act permanently reduces the federal corporate tax rate to 21% effective January 1, 2018. As the Company’s fiscal year end falls on June 30, the statutory federal corporate tax rate for fiscal 2018 will be prorated to 27.5%, with the statutory rate for fiscal 2019 and beyond at 21%.

As a result of the reduction in the corporate income tax rate from 35% to 21% under the Act, the Company revalued its net deferred tax assets at December 31, 2017. As of December 31, 2017 and June 30, 2017, a full valuation allowance has been established against net deferred 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, 2017.

The final transition impacts of the Tax Act may vary from the current estimate, possibly materially, due to, among other things, further clarification and changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, and the completion of the Company’s consolidated financial statements as of and for the year ending June 30, 2018. In accordance with SAB 118, any necessary measurement adjustments will be recorded and disclosed within one year from the enactment date within the period the adjustments are determined.

~~NOTE 10. RECENT ACCOUNTING PRONOUNCEMENTS~~

Additionally, the SEC released Staff Accounting Bulletin No. 118 (“SAB 118”) which provides guidance on accounting for the Act’s impact under ASC Topic 740, Income Taxes (“ASC 740”). The guidance in SAB 118 addresses certain fact patterns where the accounting for changes in tax laws or tax rates under ASC 740 is incomplete upon issuance of an entity's financial statements for the reporting period in which the Act is enacted. Under the staff guidance in SAB 118, in the financial reporting period in which the Act is enacted, the income tax effects of the Act (i.e., only for those tax effects in which the accounting under ASC 740 is incomplete) would be reported as a provisional amount based on a reasonable estimate (to the extent a reasonable estimate can be determined), which would be subject to adjustment during a “measurement period” until the accounting under ASC 740 is complete. The measurement period is limited to no more than one year beyond the enactment date under the staff's guidance. SAB 118 also describes supplemental disclosures that should accompany the provisional amounts, including the reasons for the incomplete accounting, the additional information or analysis that is needed, and other information relevant to why the registrant was not able to complete the accounting required under ASC 740 in a timely manner. For discussion of the impacts of the Tax Act, refer to Note 9.

~~In November 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-14,~~Income Statement – Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers (Topic 606): Amendments to SEC Paragraphs Pursuant to the Staff Accounting Bulletin (“SAB”) No. 116 and SEC Release No. 33-10403. This ASU amended, superseded and added certain SEC paragraphs in Topic 220, Topic 605 and Topic 606 to reflect the August 2017 issuance of SAB 116 and SEC Release No. 33-10403. The SEC staff issued SAB 116 to align its revenue guidance with Accounting Standards Codification (“ASC”) 606. For public business entities, this update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements.

~~In July 2017,~~ As of March 31, 2020 and June 30, 2019, the ~~FASB issued ASU 2017-11 –~~ ~~Earnings per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives~~accrued payroll and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entitiesbenefits expense balance included $294,662 and ~~Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception.~~ Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Stakeholders asserted that accounting for freestanding and embedded instruments with down round features as liabilities subject to fair value measurement on an ongoing basis creates a significant reporting burden and unnecessary income statement volatility associated with changes in value of an entity’s own share price. That is, current accounting guidance requires changes in fair value of an instrument with a down round feature to be recognized in earnings for both increases and decreases in share price, even though an increase in share price will not cause a down round feature to be triggered and a decrease will cause an adjustment to the strike price only if and when an entity engages in a subsequent equity offering.

~~Part II of this update addresses the difficulty of navigating Topic 480,~~ ~~Distinguishing Liabilities from Equity~~$310,903, ~~because~~respectively, of the existence of the extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests.

The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round features no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 48 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect.accrued severance expense. The Company ~~is currently evaluating the impact the adoption of this update will have on its consolidated financial statements~~recognized $311,701 and ~~disclosures. This amendment is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.~~$54,778 ~~The amendment~~ in this update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. An entity should apply the amendments in this update on a prospective basis. This amendment will be effective for the Company in its fiscal year beginning July 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has early adopted this standard as of July 1, 2017.

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805), Clarifying the Definition of a Business~~. The Board issued this update to clarify the definition of a business with the objective of assisting entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under Topic 805, there are three elements of a business—inputs, processes, and outputs (collectively referred to as a “set”) although outputs are not required as an element of a business set. The amendments in this update provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business, reducing the number of transactions that need to be further evaluated. If the screen is not met, the amendments in this update:

~~require that a business set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output, and~~

~~remove the evaluation of whether a market participant could replace missing elements.~~

The amendments provide a framework for evaluating whether both an input and a substantive process are present. Lastly, the amendments in this update narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. This amendment will be effective for the Company in its fiscal year (including interim periods) beginning July 1, 2018. The Company is currently evaluating the impact the adoption of ASU 2017-01 will have on its consolidated financial statements and disclosures.

In ~~February 2016, the FASB issued~~ ~~ASU No. 2016-02,~~ ~~Leases (Topic 842,)~~ a new guidance on leases. This guidance replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures. The guidance is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The standard requires a modified retrospective approach, which includes several optional practical expedients. Accordingly, the standard is effective for the Company on July 1, 2019. ~~The Company~~ ~~is currently evaluating the impact that this guidance will have on the consolidated financial statements.~~

~~In January 2016, the FASB issued~~ ~~ASU 2016-01,~~ ~~Financial Instruments, a~~ guidance related to financial instruments - overall recognition and measurement of financial assets and financial liabilities. The guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for public companies for interim and annual periods beginning after December 15, 2017. Accordingly, the standard is effective for the Company on July 1, 2018. ~~The Company~~ ~~is currently evaluating the impact that the standard will have on the consolidated financial statements.~~

~~In May 2014, the FASB issued~~ ~~ASU 2014-09,~~ ~~Revenue from Contracts with Customer (Topic 606).~~ ~~This~~ authoritative accounting guidance related to revenue from contracts with customers. This guidance is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2017. Accordingly, the Company will adopt this guidance on July 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this guidance. The Company is evaluating which transition approach to use and its impact, if any, on its consolidated financial statements.

~~NOTE 11. SUBSEQUENT EVENTS~~

~~In January 2018, the Company paid approximately $201,000 of preferred stock dividends with respect to the Series A Preferred and Series B Preferred that were accrued~~severance expense during the three months ended ~~December~~March 31, ~~2017.~~2020 and 2019, respectively, and $464,787 and $185,831 in severance expense during the nine months ended March 31, 2020 and 2019, respectively. The ~~Company paid~~severance expense was incurred in connection with reductions of the ~~dividends by issuing 69,574 shares~~Company's workforce to better align its resources with the needs of ~~common stock.~~the business andcost-reduction initiatives. Severance expense is included in selling, general, and administrative expenses.

Note 12. Revenue

As of March 31, 2020 and June 30, 2019, the rebate liability was $289,841 and $287,430, respectively. The rebate liability is included in accrued expenses in the accompanying Condensed Consolidated Balance Sheets.

As of March 31, 2020 and June 30, 2019, the allowance for sales discounts was $14,500. The allowance for sales discounts is included in trade accounts receivable, less allowance for doubtful accounts in the accompanying Condensed Consolidated Balance Sheets.

The following table disaggregates revenue by major product category for the three and nine months ended March 31:

	Three Months Ended March 31		Nine Months Ended March 31
	2020	2019	2020	2019
Orthopedic Soft Bracing Products	$ 5,303,246	$5,510,461	$17,416,245	$17,182,340
Physical Therapy and Rehabilitation Products	8,342,162	8,973,207	27,662,899	29,576,820
Other	60,911	67,851	213,716	298,160
	$13,706,319	$14,551,519	$45,292,860	$47,057,320

IC~~tem~~AUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including the disclosures contained in Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~

~~Cautionary Statement Concerning Forward-Looking Statements~~

~~Information contained in this Form 10-Q, particularly in the following Discussion and Analysis of Financial Condition and Results of Operations, includes statements considered to be~~Operation, contains “forward-looking statements” within the ~~safe harbors provided by~~meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “~~Securities Act~~”“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“~~Exchange Act~~”(the “Exchange Act”). These statements refer to our expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. They may be identified by the use of words or phrases such as “believes,” “expects,” “anticipates,” “should,” “plans,” “estimates,” “intends,” and “potential,” among others. Forward-lookingforward-looking statements include, but are not limited ~~to,~~to: any projections of net sales, earnings, or other financial items; any statements of the strategies, plans and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding ~~product development, market acceptance,~~future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements can be identified by their use of such words as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” or “anticipate” and similar references to future periods.

We have based our forward-looking statements on management’s current expectations and assumptions about future events and trends affecting our business and industry that are subject to risks and uncertainties. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance ~~revenue and expense levels in the future and the sufficiency of existing assets~~ to ~~fund future operations and capital spending needs. Actual results could~~ differ materially from ~~the anticipated~~our historical results or those expressed or implied in any forward-looking statement contained in this report. These risks and uncertainties include, but are not limited to, the uncertainty regarding the impact or duration of the Novel Coronavirus Disease 2019 ("COVID-19") virus pandemic that is rapidly spreading globally and adversely affecting communities and businesses, including ours, as well as those factors described in the section “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC, as well as in our other ~~expectations expressed~~public filings with the SEC. Actual results may differ as a result of additional risks and uncertainties of which we are currently unaware or which we do not currently view as material to our business.

You should read this report in ~~such forward-looking statements.~~its entirety, together with the documents that we file as exhibits to this report and the documents that we incorporate by reference into this report, with the understanding that our future results may be materially different from what we currently expect. The forward-looking statements contained in this report are made as of the date of this report and we assume no obligation to update them after the date hereof to revise or conform such statements to actual results or to changes in our opinions or expectations. If we do update ~~the reasons why actual results could differ from those projected in such~~or correct any forward-looking statements, ~~except as required~~investors should not conclude that we will make additional updates or corrections.

We qualify all of our forward-looking statements by ~~law.~~these cautionary statements.

The terms “we,” “us,” “Dynatronics,” or the “Company” refer collectively to Dynatronics Corporation and its wholly-owned subsidiaries, unless otherwise stated.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Overview~~

~~Dynatronics Corporation~~Management’s Discussion and Analysis of Financial Condition and Results of Operations (“~~Company,” “Dynatronics,” “~~we”MD&A”) ~~designs, manufactures~~is designed to provide a reader of our Unaudited Condensed Consolidated Financial Statements and ~~distributes advanced-technology therapeutic medical devices, therapeutic~~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, 2019, and ~~medical treatment tables, rehabilitation equipment, custom athletic training treatment tables~~our other filings with the SEC, including our quarterly and ~~equipment, institutional cabinetry, orthopedic soft goods,~~current reports that we have filed since June 30, 2019 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 well as other rehabilitation and therapy products and supplies. Through our various distribution channels, we market and sell our products to physical therapists, chiropractors, athletic trainers, sports medicine practitioners, orthopedists, and other medical professionals, hospitals, and institutions. We operate on aapproximate. All inter-company transactions have been eliminated. Our fiscal year ~~ending~~ends on June 30. For example, reference to fiscal year ~~2018~~2020 refers to the year ending June 30, ~~2018.~~

~~Recent Events~~

~~On November 29, 2017, we held our annual meeting of shareholders who approved~~2020. This report covers the ~~automatic conversion of the Series C Preferred~~three and the Series D Preferred to common stock, subject, in the case of the Series C Preferred, to the right of the holder to elect to continue to hold the Series C Preferred and defer conversion subject to beneficial ownership limitation provisions. These unconverted shares of Series C Preferred are non-voting and are no longer entitled to certain preferences of the Series C Preferred Stock such as the accrual or receipt of dividends, liquidation preferences and redemption rights, and are treated as common shares for such purposes.

~~Business Outlook~~

~~Our strategic objective is to accelerate growth both organically and by acquisition. We acquired the assets of Hausmann Industries, Inc. (“Hausmann”) in April 2017 and we acquired the assets of Bird & Cronin, Inc. (“Bird & Cronin”) in October 2017. These acquisitions have enhanced our market position and improved our operating results, positioning us for positive cash flow.~~

The debt and equity financings completed in connection with these acquisitions strengthened our financial position and provided operating capital. We believe our relationships with Prettybrook Partners LLC and Bank of the West provide us with strategic and financial resources that will facilitate the execution of our strategic objectives.

In the past three years we have invested in executive talent and infrastructure to organize and prepare for additional significant growth. We have added executive talent across the organization including sales, operations, finance, and information technology. The management additions have bolstered our capacity to successfully acquire and integrate additional acquisition targets and to drive improvement in operating results in our current operations.

Our acquisition strategy is focused on acquiring complementary businesses that meet our investment criteria and broaden our product offerings. We continue to evaluate a variety of acquisition opportunities. Our target is to execute on at least one acquisition in calendar 2018.

Organic growth is also an essential element of our growth plan. Each operational division has established strategic plans to stimulate growth through expansion of distribution channels, product innovation or specific initiatives with existing customer base.

As delivery of healthcare in the U.S. progresses under legislative reform, we believe there will be increasing demand for rehabilitation and physical therapy products and services. There is increasing pressure to find alternatives to the surgical suite. We believe this will lead to more demand for physical therapy services as a method for avoiding, preventing or delaying the need for surgical interventions. There are orthopedic clinics now embedding physical therapy and rehabilitation within their offering of services in order to better address patient needs in a pre-surgical as well as post-surgical environment. Third-party payers are also demanding better outcomes and structuring reimbursement conventions to reward practitioners who show identifiably improved outcomes. Physical therapy and rehabilitation has always figured prominently in the post-surgical environment to achieve the best outcomes following orthopedic surgical procedures. With the new reimbursement paradigms, the importance of physical therapy will only increase. The concept of “pre-habilitation” to avoid, prevent or delay surgical interventions, combined with traditional rehabilitation to achieve the best post-surgical outcomes provides a positive environment for growth of physical therapy and rehabilitation services and products in the future.

We also service the athletic training market. The growth of college athletics – particularly in the “Power Five” conferences – is creating a demand for the best and most impressive training facilities. We are working to tap into that demand by offering our custom designed furniture and proprietary products. The acquisition of Hausmann will particularly boost this effort as it has historically had success with its ProTeam™ line of products that address this same market.

~~In summary, based on our defined strategic initiatives we are focusing our resources in the following areas:~~

●

~~Joining resources of the acquired entities to maximize cross-selling opportunities without disrupting each entity’s current channels of distribution;~~

●

~~Exploring operating synergies with acquired companies while respecting established operating paradigms at each operation;~~

●

~~Seeking to improve distribution of our products through expansion of sales channels;~~

●

~~Improving gross profit margins by, among other initiatives, increasing market share of manufactured products with emphasis on our high margin therapeutic modalities including state-of-the-art Dynatron~~® ~~ThermoStim probe, Dynatron Solaris~~® ~~Plus and 25 Series~~™ ~~products as well as new products from other manufacturers such as Zimmer;~~

●

Maintaining our position as a technological leader and innovator in our markets through the promotion of new products introduced over the last year and seeking opportunities to introduce other new products during the current fiscal year;

●

Exploring strategic business acquisitions. This will leverage and complement our competitive strengths, increase market reach and allow us to ultimately broaden our footprint in the physical medicine markets; and

●

~~Attending appropriate investor conferences to better publicize our strategic plans, attract new capital to support the business development strategy and identify other acquisition targets.~~

nine months ended March 31, 2020. Results ~~of Operations~~

~~The following discussion and analysis of our financial condition and results~~ of operations for the three and ~~six~~nine months ended ~~December~~March 31, 2017, should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing in Part I, Item 1 of this report, and our Annual Report on Form 10-K for the fiscal year ended June 30, 2017, which includes audited financial statements for the year then ended. We have rounded many numbers to the nearest thousand dollars in this analysis. These numbers should be read as approximate. Results of operations for the second fiscal quarter and six months ended December 31, 2017,2020 are not necessarily indicative of the results that may be achieved for the full fiscal year ending June 30, ~~2018. This quarterly report includes~~2020.

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, hospitals, and consumers.

Impact of COVID-19 on Our Business

The pandemic caused by an outbreak of COVID-19 has resulted, and is likely to continue to result, in significant national and global economic disruption. Various policies and initiatives have been implemented around the world to reduce the spread of COVID-19, including work-from-home requirements or requests, shelter-in-place requirements, social distancing requirements, travel restrictions or bans in and to certain countries, bans or limitations on medical procedures and elective surgeries, closure of retail centers, restaurants and other business establishments, and the cancellation of major sporting and entertainment events. The response to and economic impact of COVID-19 adversely affected our business during the quarter ended March 31, 2020 and may continue to have an adverse effect in the fourth quarter ending June 30, 2020 and into the first half of fiscal year 2021.

Uncertainty exists concerning the magnitude of the impact and duration of the COVID-19 pandemic. We are uncertain as to the effect the pandemic ultimately will have on our financial condition, liquidity, and results of operations. Management is actively monitoring this situation and the ~~newly acquired Bird~~possible effects on our financial condition, liquidity, operations, suppliers, industry, and ~~Cronin division. In connection~~workforce. Given the daily evolution of the COVID-19 outbreak and the response to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak to our results of operations, financial condition, or liquidity. Due to the COVID-19 pandemic we have been unable to: (i) conduct face-to-face meetings with customers and prospective customers, (ii) present in-person demonstrations of our products, (iii) attend trade shows and conferences which typically generate future sales opportunities, (iv) operate our manufacturing facilities at full capacity, or (v) meet with prospective strategic partners. The temporary suspension of elective medical procedures and other restrictions related to stay-at-home orders reduced demand for our products. We believe that ~~acquisition, we filed a Current Report~~these and other effects caused by the COVID-19 pandemic will likely have an adverse impact on ~~Form 8-K on October 6, 2017.~~our revenue over the next several quarters.

Results of Operations

Net Sales

~~Net Sales~~

Net sales ~~increased $9,368,000,~~decreased $845,000, or ~~107.5%~~5.8%, to ~~$18,081,000~~$13,706,000 for the quarter ended ~~December~~March 31, ~~2017,~~2020, compared to net sales of ~~$8,713,000~~$14,552,000 for the quarter ended ~~December~~March 31, ~~2016.~~2019. The year-over-year ~~increase~~decrease in net sales ~~for the quarter ended December 31, 2017~~ was driven by ~~our acquisitions~~a reduction in sales of ~~Hausmann in April 2017~~physical therapy and ~~Bird & Cronin in October 2017, that contributed $4,368,000~~rehabilitation products as well as a decline due to COVID-19 stay-at-home restrictions and ~~$5,698,000, respectively, in net~~holds on elective procedures.

Net sales ~~in the quarter ended December 31, 2017. These increases were partially offset by a decrease of approximately $699,000,~~decreased $1,764,000, or ~~8.0%~~3.7%, ~~in net sales from Dynatronics’ legacy operations. Included in the quarter ended December 31, 2016 was a $517,000 non-recurring order that accounts~~to $45,293,000 for the ~~majority of the $699,000 sales differential between the two comparative quarters.~~

~~For the six~~nine months ended ~~December~~March 31, ~~2017, net sales increased $14,003,000, or 83.0%, to $30,879,000,~~2020, compared to net sales of ~~$16,876,000~~$47,057,000 for the ~~corresponding period~~nine months ended ~~December~~March 31, ~~2016.~~2019. The year-over-year ~~increase~~decrease in net sales was attributable primarily to the acquisitions of Hausmann and Bird & Cronin. Hausmann contributed net sales of $9,040,000 in the six months ended December 31, 2017 and Bird & Cronin contributed net sales of $5,698,000 in the three months ended December 31, 2017. These increases were partially offsetdriven by a ~~decrease~~reduction in sales of ~~approximately $731,000, or 4.3%, in net sales from Dynatronics’ legacy operations, primarily~~physical therapy and rehabilitation productsas well as a decline due to ~~the $517,000 order in the second quarter of fiscal 2017 that did not repeat in the second quarter of fiscal 2018.~~COVID-19 stay-at-home restrictions and holds on elective procedures.

Gross Profit

Gross profit for the quarter ended ~~December~~March 31, ~~2017 increased~~ ~~$2,697,000,~~2020 decreased $461,000, or ~~about 87.7%~~10.5%, to ~~$5,770,000,~~$3,944,000, or ~~31.9%~~28.8% of net ~~sales~~.sales. By comparison, gross profit for the quarter ended ~~December~~March 31, ~~2016~~2019 was ~~was~~$4,405,000 ~~$3,073,000,~~, or ~~35.3%~~30.3% of net ~~sales~~.sales. The year-over-year ~~increase~~decrease in gross profit was attributable to the acquisitions of Hausmann and Bird & Cronin that contributed $1,066,000 and $2,082,000, respectively, in gross profit in the quarter ended December 31, 2017. These increases were partially offset by a decrease of approximately $451,000 in Dynatronics’ legacy operations gross profit. That decrease was primarily attributable to lower sales of physical therapy and rehabilitation products, which accounted for approximately ~~$236,000~~$256,000 in lower gross profit, and to reduced gross margin ~~percentage resulting~~percent which accounted for approximately $205,000 in ~~$215,000~~ lower gross profit. The year-over-year decrease in gross margin percentage to ~~31.9%~~28.8% from ~~35.3%~~30.3% was due primarily to ~~inclusion~~lower sales of Hausmann sales, which had a lower gross margin percentage in the quarter, as well as reduced gross margin in Dynatronics’ legacy operations, primarily attributable to reduced margins on freight charged to customers.our physical therapy and rehabilitation equipment.

Gross profit for the ~~six~~nine months ended ~~December~~March 31, ~~2017 increased~~ ~~$4,241,000,~~2020 decreased $948,000, or ~~about 72.3%~~6.5%, to ~~$10,109,000,~~$13,684,000, or ~~32.7%,~~30.2% of net ~~sales, compared to~~sales. By comparison, gross profit for the ~~six~~nine months ended ~~December~~March 31, ~~2016~~2019 was of$14,632,000 ~~$5,868,000,~~, or ~~34.8%~~31.1% of net ~~sales~~.sales. The year-over-year ~~increase~~decrease in gross profit was ~~driven by the acquisitions~~attributable to lower sales of ~~Hausmann~~physical therapy and Bird & Cronin that contributed $2,685,000 and $2,082,000, respectively, in gross profit in the six months ended December 31, 2017. These increases were partially offset by a decrease of approximately $525,000 gross profit in Dynatronics’ legacy operations, primarily attributable to lower salesrehabilitation products, which accounted for approximately ~~$171,000~~$549,000 in lower gross profit, and to reduced gross margin ~~percentage resulting~~percent which accounted for approximately $399,000 in ~~$354,000~~ lower gross profit. The year-over-year decrease in gross margin percentage to ~~32.7%~~30.2% from ~~34.8%~~31.1% was due primarily to ~~the inclusion~~lower sales of ~~Hausmann lower gross margin percentage as well as reduced gross margin in Dynatronics’ legacy operations, primarily attributable to reduced margins on freight charged to customers.~~our physical therapy and rehabilitation equipment.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”&A”) expenses increased ~~$2,259,000,~~$89,000, or ~~79.2%~~1.9%, to ~~$5,110,000~~$4,907,000 for the quarter ended ~~December~~March 31, ~~2017,~~2020, compared to ~~$2,851,000~~$4,818,000 for the quarter ended ~~December~~March 31, ~~2016. Selling expenses in the current quarter represented $691,000 of the $2,259,000~~2019. The increase in SG&A ~~expenses. Increases~~is primarily related to a $257,000 increase in ~~selling expenses included the addition~~severance expense related to consolidation of ~~$858,000 of expenses associated with Hausmann~~management and ~~Bird & Cronin~~certain operations, and cost-reduction initiatives in response to COVID-19. This increase was partially offset by ~~$167,000~~a $219,000 reduction in selling expense due primarily to lower ~~selling costs in Dynatronics’ legacy operations comprised primarily of reduced commissions~~commission expense on lower ~~sales.~~sales and decreased sales management salaries during the quarter.

SG&A expenses decreased $637,000, or 4.2%, to $14,450,000 for the nine months ended March 31, 2020, compared to $15,087,000 for the nine months ended March 31, 2019. The decrease in SG&A is primarily related to a $718,000 decrease in selling expensedue to lower commission expense on lower sales and decreased sales management salaries during the nine month period. General and administrative (“G&A”&A”) expenses ~~represented $1,567,000~~increased $81,000 primarily related to a $279,000 increase in severance expense due to consolidation of management and certain operations, and cost-reduction initiatives in response to COVID-19. This increase in G&A was partially offset byother G&A decreases primarily related to reductions in salaries and wages.

Net Loss Before Income Tax

Pre-tax loss for the ~~$2,259,000~~quarter ended March 31, 2020 was $1,091,000 compared to $531,000 for the quarter ended March 31, 2019. The $560,000 increase in pre-tax loss was primarily attributable to the impact of $461,000 decrease in gross profit and $89,000 increase in SG&A expenses.

Pre-tax loss for the nine months ended March 31, 2020 was $1,130,000 compared to $452,000 for the ~~quarter~~nine months ended ~~December~~March 31, ~~2017. Increases~~2019. The $678,000 increase in ~~G&A expenses included~~pre-tax loss was attributable to the ~~addition~~impact of ~~$1,623,000~~(1) $368,000 decrease in ~~G&A expenses from Hausmann’s~~other income primarily due to a $375,000 change in the fair value of the earn-out liability related to the Bird and ~~Bird & Cronin’s operations,~~Cronin acquisition during the nine months ended March 31, 2019, and (2) $948,000 decrease in gross profit partially offset by ~~$56,000~~a $637,000 decrease in ~~decreased G&A expenses in Dynatronics’ legacy operations. G&A expenses included approximately $100,000 in acquisition related expenses during the current quarter.~~

SG&A expenses for the six months ended December 31, 2017 increased $3,317,000, or 59.1%, to $8,933,000, compared to $5,616,000 for the six months ended December 31, 2016. Selling expenses represented $968,000 of the $3,317,000 increase in SG&A expenses. Included in selling expenses were $1,169,000 of selling expenses associated with Hausmann and Bird & Cronin operations, partially offset by $202,000 lower selling costs in Dynatronics’ legacy operations comprised primarily of lower commissions on lower sales. G&A expenses represented $2,349,000 of the $3,317,000 increase in SG&A expenses for the six months ended December 31, 2017. Included in G&A expenses were $2,263,000 from Hausmann’s operations and Bird & Cronin’s operations, and $86,000 from Dynatronics’ legacy operations. G&A expenses included $314,000 in acquisition expenses in the six months ended December 31, 2017.

~~Research and Development Expenses~~

Research and development expenses for the quarter ended December 31, 2017 increased $244,000, or 78.8%, to $553,000 from approximately $309,000 in the quarter ended December 31, 2016. Research and development expenses for the six months ended December 31, 2017 increased $217,000, or 36.9%, to $805,000 from approximately $588,000 in the six months ended December 31, 2016. The increases in both the quarter and six months ended December 31, 2017 were driven by $325,000 in costs incurred on a project which was abandoned during the quarter ended December 31, 2017, offset by a reduction in other R&D expenses of approximately $81,000 and $108,000 for the quarter and six months, respectively, ended December 31, 2017.

~~Net Income (Loss) Before Income Tax~~

Pre-tax income for the quarter ended December 31, 2017 was approximately $14,000, compared to a pre-tax loss of $95,000 for the quarter ended December 31, 2016. The $109,000 improvement in pre-tax income for the quarter was primarily attributable to $2,697,000 higher gross profit, offset by $2,259,000 increased SG&A expenses and $244,000 higher research and development expenses. Pre-tax income for the six months ended December 31, 2017 was approximately $213,000, compared to a pre-tax loss of $381,000 for the six months ended December 31, 2016. The $594,000 improvement in pre-tax income for the six months was primarily attributable to $4,241,000 higher gross profit, offset by $3,317,000 in increased SG&A expenses and $217,000 higher research and development expenses. These changes in both the quarter and six months ended December 31, 2017 were primarily attributable to components of Hausmann’s and Bird & Cronin’s results of operations offset by the $325,000 in costs related to the abandoned project in the second fiscal quarter and transaction related costs of $100,000 and $314,000 in the quarter and six months ended December 31, 2017, respectively.

Income Tax ~~Provision (Benefit)~~(Provision) Benefit

Income tax provision was $0 for ~~both~~ the ~~quarter~~three and ~~six~~nine months ended ~~December~~March 31, ~~2017, respectively. This compares~~2020, respectively, compared to ~~income tax provision of $0~~$33,000 and $237,000 for the ~~quarter~~three and ~~six~~nine months ended ~~December~~March 31, ~~2016, respectively. We decreased the valuation allowance on our net deferred income tax assets equal to the one-time revaluation of our net deferred tax assets at the lower tax rate.~~2019, respectively. See Liquidity and Capital Resources - Deferred Income Tax Assets below for more information.

Net Loss

~~Net Income (Loss)~~

Net ~~income~~loss was ~~$14,000~~$1,091,000 for the quarter ended ~~December~~March 31, ~~2017,~~2020, compared to ~~a net loss of $95,000~~$563,000 for the quarter ended ~~December~~March 31, ~~2016.~~ 2019. Net ~~income~~loss was ~~$213,000~~$1,130,000 for the ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2020, compared to a$689,000 for the nine months ended March 31, 2019. The reasons for the increase in net loss ~~of $381,000 for the six months ended December 31, 2016. The changes in net income (loss)~~ arethe same as explained above ~~for~~under the heading Net ~~Income (Loss)~~Loss Before Income Tax and Income Tax (Provision) Benefit.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders ~~was $1,314,916 ($0.23 per share)~~increased $565,000 to $1,325,000 for the quarter ended ~~December~~March 31, ~~2017,~~2020, compared to ~~$560,000 ($0.19 per share)~~$760,000 for the quarter ended ~~December~~March 31, ~~2016.~~2019. The ~~$755,000 year-over-year~~increase in net loss attributable to common stockholders for the quarter is due primarily to a $528,000 increase in net loss and a $65,000 increase in deemed dividend on convertible preferred stock and accretion of discount as a result of the conversion of preferred stock. On a per share basis, net loss attributable to common stockholders was $(0.13) per share for the quarter ended March 31, 2020, compared to $(0.09) per share for the quarter ended March 31, 2019.

Net loss attributable to common stockholders increased $566,000 to $1,841,000 for the nine months ended March 31, 2020, compared to $1,275,000 for the nine months ended March 31, 2019. The increase in net loss attributable to common stockholders is due primarily to ~~approximately $217,000 of additional~~a $441,000 increase in net loss and a $174,000 increase in deemed dividend on convertible preferred stock ~~dividends associated with 390,000 shares of Series A Preferred Stock issued in December 2016, 1,559,000 shares of Series B Preferred issued in April 2017,~~ and 2,800,000 of Series C Preferred shares and 1,581,935 shares of Series D Preferred Shares issued in October 2017. The increase was also attributable to approximately $454,000 in additional deemed dividends and approximately $194,000 in accretion of discounts associated with the Series C Preferred shares and warrants issued in connection with the Bird & Cronin Acquisition in comparison to deemed dividends associated with Series A Preferred in December 2016. These increases were partially offset by $109,000 in higher net income in the quarter ended December 31, 2017, compared to the same quarterdiscount as a result of the ~~prior year.~~

~~Net~~conversion of preferred stock. On a per share basis, net loss attributable to common stockholders ~~increased $368,000 to $1,303,330 ($0.25~~was $(0.20) per ~~share)~~share and $(0.16) per share for the ~~six~~nine months ended ~~December~~March 31, 2017, compared to $935,000 ($0.33 per share) for the six months ended December 31, 2016. The decrease in net loss is due to approximately $594,000 in higher net income in the six months ended December 31, 2017, compared to the same period of the prior year, partially offset by $315,000 of additional preferred stock dividends associated with issuance of the same preferred shares described in the previous paragraph as well as an increase of approximately $454,000 in additional deemed dividends2020 and ~~approximately $194,000 in accretion of discounts associated with the Series C Preferred shares and warrants issued in connection with the Bird & Cronin Acquisition~~2019, respectively.

~~in comparison to deemed dividends associated with Series A Preferred in December 2016~~
.

The deemed dividends reflect the difference between the underlying common share value of the issued preferred shares as if converted, based on the closing price of the Company’s common stock on the date of the issuance, less an amount of the purchase price assigned to the preferred shares in an allocation of the purchase price between the preferred shares and the common stock warrants that were issued with the preferred shares.

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 ~~sales~~proceeds from the sale of our equity securities. ~~We expect to obtain capital~~While we had positive cash flows from operating activities for ~~future acquisitions using borrowings and proceeds~~the nine months ended March 31, 2020, during the quarter ended March 31, 2020, we had negative cash flows from ~~debt and equity offerings.~~ operating activities.

Working capital was ~~$9,091,000~~$4,369,000 as of ~~December~~March 31, ~~2017,~~2020, compared to working capital of ~~$5,834,000~~$5,638,000 as of June 30, ~~2017.~~2019. The current ratio was ~~1.6~~1.3 to 1 as of ~~December~~March 31, ~~2017~~2020 and ~~1.8~~1.4 to 1 as of June 30, ~~2017.~~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.

Subsequent to the end of the quarter, during 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 $238,169, 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 $2,286,939 and we will use the proceeds 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 up to all amounts due under the Note, in an amount equal to the sum of qualified expenses under the PPP incurred during the eight weeks following initial disbursement. Notwithstanding our expected eligibility to apply for forgiveness, no assurance can be given that the 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 18 equal monthly payments of principal and interest beginning six months from the date of initial disbursement. 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.

Cash and Cash Equivalents

Our cash and cash equivalents and restricted cash position increased ~~$3,397,000~~$1,274,000 to ~~$3,652,000 as~~$1,530,000 as of ~~December~~March 31, ~~2017,~~2020, compared to ~~$255,000~~$256,000 as of June 30, ~~2017.~~2019. The primary source of cash in the ~~six~~nine months ended ~~December~~March 31, ~~2017,~~2020, was approximately ~~$1,677,000~~$2,549,000 of net cash provided by operating activities, net borrowings of $4,571,000 under our line of credit and net proceeds of approximately $6,600,000 from sale of our Series C Preferred and warrants in connection with the Acquisition of Bird & Cronin.activities.

Accounts Receivable

Trade accounts receivable, net of allowance for doubtful accounts, ~~increased~~decreased approximately ~~$2,104,000,~~$860,000, or ~~39.8%~~11.5%, to ~~$7,385,000~~$6,635,000 as of ~~December~~March 31, ~~2017,~~2020, from ~~$5,281,000~~$7,495,000 as of June 30, ~~2017.~~2019. The ~~increase~~decrease was driven primarily ~~due~~by a decrease in sales and the time to ~~the addition of the Bird & Cronin that added $1,819,000 in~~collect receivables. Trade accounts receivable ~~as of December 31, 2017.~~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 3040 days of invoicing.

Inventories

Inventories, net of reserves, ~~increased $4,207,000~~decreased $205,000 or ~~56.9%~~1.8%, to ~~$11,605,000~~$11,323,000 as of ~~December~~March 31, ~~2017,~~2020, compared to ~~$7,398,000~~$11,528,000 as of June 30, ~~2017. The increase was driven by the addition of the Bird & Cronin subsidiary that had $4,707,000 of net inventory as of December 31, 2017.~~2019. Inventory levels fluctuate based on timing of large inventory purchases from domestic and overseas suppliers as well as variations in sales and production activities. 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 ~~$2,116,000~~$1,550,000 or ~~90.6%~~38.9%, to ~~$4,451,000~~$5,540,000 as of ~~December~~March 31, ~~2017~~2020, from ~~$2,335,000~~$3,990,000 as of June 30, ~~2017.~~2019. The increase was driven primarily by improved payment terms with our primary suppliers and changes in the ~~addition of the Bird & Cronin subsidiary that had $1,346,000 of accounts payable at December 31, 2017. The increase was also attributable~~average time to ~~an increase~~pay suppliers which we increased to manage working capital in ~~days payable from approximately 27~~response to ~~34.~~COVID-19.

Line of Credit

Our line of credit balance ~~increased $4,571,000~~decreased $172,000 to ~~$6,743,000~~$6,369,000 as of ~~December~~March 31, ~~2017,~~2020, compared to ~~$2,172,000~~$6,541,000 as of June 30, ~~2017. We drew $5,000,000 on September 29, 2017 in anticipation~~2019. The decrease was driven primarily by positive cash flows from operating activities used to pay down the line of ~~closing the Acquisition~~credit. As of ~~Bird & Cronin on October 2, 2017.~~March 31, 2020, there was approximately $1,000,000 available to borrow.

Debt

Long-term debt ~~excluding current installments,~~ decreased ~~$75,000~~approximately $132,000 to ~~$387,000~~approximately $171,000 as of ~~December~~March 31, ~~2017,~~2020, compared to ~~$462,000~~approximately $303,000 as of June 30, ~~2017.~~2019. Our long-term debt is primarily comprised of the 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 mortgage loan ~~was~~is approximately ~~$445,000 of which $310,000 is classified as long-term debt,~~$129,000, with monthly principal and interest payments of ~~$13,278 through January 2021.~~$13,000.

Finance Lease Liability

Finance lease liability as of March 31, 2020 and June 30, 2019 totaled approximately $2,990,000 and $3,199,000, respectively. Our finance lease liability consists primarily of our Utah building lease. In conjunction with the sale and leaseback of our ~~corporate headquarters~~Utah building in August 2014, we entered into a 15-year ~~building~~ lease, ~~that we treated~~classified as a ~~capital~~finance lease, originally valued at $3,800,000. ~~We are amortizing the capital~~The building lease asset is amortized on a ~~straight line~~straight-line basis over 15 years at approximately ~~$21,000~~$252,000 per ~~month, or $63,000 per quarter. Accumulated~~year. Total accumulated amortization ofrelated to the ~~capital lease asset was~~leased building is approximately ~~$861,000~~$1,428,000 at ~~December~~March 31, ~~2017.~~2020. The ~~building~~ sale ~~resulted in~~generated a profit of $2,300,000, ~~that~~which is ~~treated as a deferred gain that is amortized as an offset to amortization expense~~being recognized straight-line over the life of the lease at ~~$12,500~~approximately $150,000 per ~~month, or approximately $37,500 per quarter.~~year as an offset to amortization expense. The balance of the deferred gain ~~at December~~as of March 31, ~~2017 was approximately $1,755,000.~~2020 is $1,417,000. Lease payments, currently approximately ~~$29,000,~~$30,000, are payable monthly and increase annually by approximately 2% per year over the life of the lease. ~~The balance of the capital lease liability was approximately $3,186,000 at December 31, 2017.~~ Imputed interest for the ~~quarter~~three and nine months ended ~~December~~March 31, ~~2017,~~2020 was approximately ~~$45,000.~~$40,000 and $118,000, respectively. In addition to the Utah building, we have certain equipment leases that we have determined are finance leases.

Operating Lease Liability

Operating lease liability as of March 31, 2020 and June 30, 2019 totaled approximately $3,045,000 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 Earn-Out Liability

Acquisition earn-out liability decreased $500,000 or 100.0%, to $0 as of March 31, 2020, from $500,000 as of June 30, 2019. The decrease is due to payment in full of the obligations during the nine months ended March 31, 2020.

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~~March 31, ~~2017~~2020 and June 30, ~~2017,~~2019, 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~~nine months ended ~~December~~ March 31, ~~2017.~~2020.As a result of a temporary book to tax difference associated with the amortization of goodwill for tax purposes, income tax expense was $33,000 and $237,000 for the three and nine months ended March 31, 2019, respectively.

~~Inflation~~

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

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~~March 31, ~~2017.~~2020. No purchases have been made under this plan since September ~~28,~~ 2011.

Off-Balance Sheet Arrangements

As of ~~December~~March 31, ~~2017,~~2020, 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 Annual Report ~~on Form 10-K~~ for the year ended June 30, ~~2017.~~2019. There have been no material changes to the critical accounting policies previously disclosed in that report.

I~~tem~~tem 3. Quantitative and Qualitative Disclosures ~~About~~about Market Risk

There have been no material changes tofrom the information ~~from that~~ presented ~~in our Annual Report on Form 10-K~~ for the year ended June 30, ~~2017.~~2019.

Item 4.4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information that is required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods that are specified in the ~~Securities and Exchange Commission’s (“SEC~~”)SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding any required disclosure. In designing and evaluating these disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of ~~December~~March 31, ~~2017.~~2020. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~December~~March 31, ~~2017.~~2020.

Changes in Internal Control over Financial Reporting

On October 2, 2017 we acquired the assets of Bird & Cronin. We have established oversight, procedures, and controls over financial reporting to accurately consolidate the financial statements of Bird & Cronin and to properly reflect acquisition-related accounting and disclosures. We are continuing to evaluate the design of internal controls over financial reporting for the Bird & Cronin subsidiary.

~~Except as described above, there~~There were no changes in our internal control over financial reporting ~~(as defined in Rule 13a-15(f) under the Exchange Act)~~ during the quarter ended ~~December~~March 31, ~~2017~~2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Our business, results of operations, and financial condition are subject to various risks. We have described and discussed these risks elsewhere in this Quarterly Report on Form 10-Q and in our other filings with the SEC, including our Annual Report. The following additional risk factors relating to the Novel Coronavirus 2019 (“COVID-19”) pandemic should be read in conjunction with the risk factors previously disclosed in our Annual Report and in our other filings made with the SEC as well as the information contained in this Quarterly Report on Form 10-Q.

PA~~RT II. OTHER INFORMATION~~We face risks related to health epidemics and other widespread outbreaks of contagious disease, which could significantly disrupt our supply chain and impact our operating results. Significant outbreaks of contagious diseases, and other adverse public health developments, could have a material impact on our business operations and operating results. In December 2019, a novel strain of coronavirus causing respiratory illness emerged in the China and has continued to spread to other countries including the United States and has been deemed a pandemic. Global governments, including local, state and federal government of the United States, has taken certain emergency measures to combat the spread of the virus, including implementation of stay-at-home orders, social distancing, travel bans and closure of factories and businesses. We have implemented guidelines and redundancies to promote employee health and wellness in order to meet our obligations as a manufacturer and infrastructure provider. Although we are considered an essential manufacturer, some of our materials and products are sourced from suppliers located in affected areas. Likewise, many of our customers have had to temporarily close or limit their operations. While the full impact of this outbreak is unknown at this time, we are closely monitoring the developments and continually assessing the potential impact on our business. Any prolonged disruption to our suppliers or our customers could negatively impact our sales, operating results, collection of receivables, and valuation of inventory; however, the situation continues to develop and the extent or duration is still uncertain.

Any current or future outbreak of a health epidemic or other adverse public health developments, such as the current outbreak of COVID-19, could disrupt our manufacturing and supply chain, and adversely affect our business and operating results. Our business could be adversely affected by the effects of health epidemics. For example, our materials suppliers could be disrupted by conditions related to COVID-19, or other epidemics, possibly resulting in disruption to our supply chain. If our suppliers are unable or fail to fulfill their obligations to us for any reason, we may not be able to manufacture our products and satisfy customer demand or our obligations under sales agreements in a timely manner, and our business could be harmed as a result. At this point in time, there is uncertainty relating to the potential effect of COVID-19 on our business. Infections may become more widespread and should that limit our ability to timely sell and distribute our products or cause supply disruptions it would have a negative impact on our business, financial condition and operating results. In addition, a significant health epidemic could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products, which could have a material adverse effect on our business, operating results and financial condition.

Although certain of our products are used by healthcare professionals in settings where patients are treated, we do not make claims that our products are effective in the treatment, prevention or cure of disease, including COVID-19. If sales representatives, retailers or online resellers make unauthorized representations concerning the use of our products in the prevention, treatment or mitigation of COVID-19, the response to such statements may adversely affect our business and results of operations and the market price of our common stock. The manufacture, marketing and sale of our products are regulated by the governmental agencies, including the U.S. Food and Drug Administration or FDA, or FDA, and the Federal Trade Commission, or FTC. Recently the FDA and the FTC issued warning letters to several companies for selling fraudulent COVID-19 products, as part of these agencies’ response in protecting Americans during the global COVID-19 outbreak. Companies that sell products that fraudulently claim to prevent, treat or cure COVID-19 may be subject to legal action, including but not limited to seizure or injunction. The extent to which the COVID-19 outbreak continues to impact our financial condition will depend on future developments that are highly uncertain and cannot be predicted, including new government actions or restrictions, new information that may emerge concerning the severity of COVID-19, the longevity of COVID-19 and the impact of COVID-19 on economic activity.

The recent COVID-19 global pandemic has increased capital markets volatility. The global stock markets have experienced, and may continue to experience, significant volatility as a result of the COVID-19 pandemic, and the price of our common stock has been volatile in recent months. The COVID-19 pandemic and the significant uncertainties it has caused for the global economy, business activity, and business confidence have had, and is likely to continue to have, a significant effect on the market price of securities generally, including our securities. For example, in the 12 months ended April 30, 2020, the sales price on The Nasdaq Capital Market for our common stock ranged from a low of $0.63 to a high of $3.70 per share. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including, among others, the current and future public response and investor reaction to rumors or factual reports of global events, terrorism, outbreaks of disease and other natural disasters, such as the recent COVID-19 or coronavirus pandemic and the other factors discussed in this report and in our other reports and documents filed with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

Exhibits marked with an asterisk (*) are filed herewith.

~~3.1(a)~~10.1	~~Amended and Restated Articles of Incorporation of Dynatronics Corporation, incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-3 filed January 27, 2017~~

~~3.1(b)~~	Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Dynatronics Corporation, incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, filed April 4, 2017

~~3.1(c)~~	Certificate of Designation of Rights and Preferences of Series C Non-Voting Convertible Preferred Stock as filed with the Utah Division of Corporations and Commercial Code September 29, 2017, incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed October 6, 2017

~~3.1(d)~~	Certificate of Designation of Rights and Preferences of Series D Non-Voting Convertible Preferred Stock as filed with the Utah Division of Corporations and Commercial Code September 29, 2017, incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed October 6, 2017

~~10.1~~	~~Asset Purchase~~Sixth Modification Agreement, dated ~~September 26, 2017, by and between Dynatronics Corporation and Bird & Cronin, Inc., incorporated by reference to~~ January 22, 2020 (Exhibit 10.1 to Current Report on Form 8-K filed ~~September 27, 2017)~~January 8, 2020)

10.2	Paycheck Protection Program Note, dated April 29, 2020, executed by Dynatronics Corporation as Borrower and Bank of the West*

10.3	Master Supply Agreement between Dynatronics Corporation and Ascentron, Inc., effective March 1, 2020*

10.4	Letter Agreement between Dynatronics Corporation and John A. Krier (Chief Financial Officer) dated effective March 23, 2020*

~~10.2~~ 10.5	~~Lease~~Equity Distribution Agreement, dated ~~October 2, 2017,~~as of March 12, 2020, by and ~~between~~among Dynatronics Corporation, Canaccord Genuity LLC and ~~Trapp Road Limited Liability Company, incorporated by reference to Exhibit 10.2~~Roth Capital Partners, LLC. (Exhibit 1.1 to Current Report on Form 8-K filed ~~October 6, 2017~~ March 13, 2020)

~~10.3~~	Securities Purchase Agreement dated September 26, 2017, by and between Dynatronics Corporation and each of the Investors signatory thereto, incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed September 27, 2017

~~10.4~~	Form of Registration Rights Agreement to be entered into by and between Dynatronics Corporation and each Investor signatory thereto, incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed September 27, 2017

~~10.5~~	Form of Registration Rights Agreement to be entered into by and between Dynatronics Corporation and Bird & Cronin, Inc., incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed September 27, 2017

~~10.6~~	Modification Agreement, dated October 2, 2017 among Dynatronics Corporation, Hausmann Enterprises, LLC and Bird & Cronin, LLC as Borrowers and Bank of the West, incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed October 6, 2017

11	~~Computation of Net Income per Share (included in Notes to Consolidated Financial Statements)~~

31.1	Certification under Rule 13a-14(a)/15d-14(a) of principal executive ~~officer~~officer*

31.2	Certification under Rule 13a-14(a)/15d-14(a) of principal financial ~~officer~~officer*

32.1	~~Certifications under Section~~Certificate pursuant to section 18 U.S.C. Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 ~~(18~~of principal executive officer*

32.2	Certificate pursuant to section 18 U.S.C. ~~Section 1350)~~Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 of principal financial officer*

101.INS	XBRL Instance ~~Document~~Document*

101.CAL	XBRL Taxonomy Extension Schema ~~Document~~Document*

101.SCH	XBRL Taxonomy Extension Calculation Linkbase ~~Document~~Document*

101.DEF	XBRL Taxonomy Extension Definition Linkbase ~~Document~~Document*

101.LAB	XBRL Taxonomy Extension Label Linkbase ~~Document~~Document*

101.PRE	XBRL Taxonomy Extension Presentation Linkbase ~~Document~~Document*

SIGNATURES

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 thereunto duly authorized.

	DYNATRONICS CORPORATION

Date: ~~February 13, 2018~~ May 14, 2020	By:	/s/ ~~Kelvyn H. Cullimore, Jr.~~Brian D. Baker
		~~Kelvyn H. Cullimore, Jr.~~Brian D. Baker
		President and Chief Executive Officer ~~(Principal~~ (Principal Executive Officer)



Date: ~~February 13, 2018~~ May 14, 2020	By:	/s/ ~~David~~John A. ~~Wirthlin~~ Krier
		~~David~~John A. ~~Wirthlin~~Krier
		Chief Financial Officer ~~(Principal~~ (Principal Financial ~~and Accounting~~ Officer)

1916

	Net Sales	Net Income (loss)
Unaudited supplemental pro forma July 1, 2017 to December 31, 2017	$37,337,488	$259,644
Unaudited supplemental pro forma July 1, 2016 to June 30, 2017	$60,027,677	$(285,951)