DYNATRONICS CORP
10-Q, 1995-05-18
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                   FORM 10-Q

                                   (MARK ONE)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended MARCH 31, 1995.

                                       or

[ ] 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                            (IRS Employer
 incorporation or organization)                          Identification No.)


7030 Park Centre Drive, Salt Lake City, UT                        84121
- - ------------------------------------------                  -----------------
 (Address of principal executive offices)                       (ZIP Code)


                                (801) 568-7000
         -------------------------------------------------------------
              (Registrant's telephone number, including area code)

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.

                               X   Yes           No
                             -----         -----

The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date is:

           Class                                Outstanding at March 31, 1995
- - --------------------------                      -----------------------------
Common Stock, No Par Value                              7,943,897 shares
<PAGE>
 
                            DYNATRONICS CORPORATION

                               TABLE OF CONTENTS


<TABLE> 
<CAPTION> 
                                                            Page Number
                                                            -----------

PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements

<S>                                                         <C> 
Condensed Balance Sheets
 March 31, 1995, and June 30, 1994........................        1
                                                              
Condensed Statements of Income                                
   Three and Nine Months Ended March 31, 1995,                
   and March 31, 1994.....................................        2
                                                              
Condensed Statement of Stockholders' Equity                   
   Nine Months Ended March 31, 1995.......................        3
                                                              
Condensed Statements of Cash Flows                            
   Nine Months Ended March 31, 1995,                
   and March 31, 1994.....................................        4
                                                              
Notes to Condensed Financial Statements...................        5
                                                              
Item 2.  Management's Discussion and Analysis                 
 of Financial Condition and Results of Operations.........        8
                                                              
Part II.   OTHER INFORMATION..............................       12
</TABLE> 
<PAGE>
                           DYNATRONICS  CORPORATION
                           Condensed Balance Sheets
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                                    March 31       June 30
                               ASSETS                                                1995           1994
                                                                                  ----------      ----------
<S>                                                                               <C>              <C>     
Current assets:                                                                
   Cash and cash equivalents                                                      $  315,914         871,008
   Trade accounts receivable, less allowance for doubtful                      
       accounts of $53,965 in March and $45,844 in June                            1,261,468         758,799
   Income tax refund receivable                                                      123,851         134,102
   Other receivables                                                                 218,914          27,505
   Inventories (note 3)                                                            1,827,374       1,795,359
   Prepaid expenses                                                                   45,896          32,926
   Deferred tax asset-current                                                         55,545          55,044
                                                                                  ----------      ----------
          Total current assets                                                     3,848,962       3,674,743
                                                                               
   Net property and equipment (note 4)                                             2,705,088       2,799,439
   Excess of cost over book value of minority interest                         
       acquired, net of accumulated amortization of                            
       $103,153 in March and $96,569 in June                                         160,209         166,793
   Deferred tax asset-noncurrent                                                     185,919         260,378
   Other assets                                                                      333,556         275,288
                                                                                  ----------      ----------
                                                                                  $7,233,734       7,176,641
                                                                                  ==========      ==========
                                                                               
            LIABILITIES AND STOCKHOLDERS' EQUITY                               
                                                                               
Current liabilities:                                                           
   Current installments of long-term debt                                         $   99,481          94,093
   Current installments of capital lease obligations                                  47,170          61,348
   Accounts payable                                                                  219,081         231,409
   Accrued expenses                                                                  246,945         388,697
                                                                                  ----------      ----------
          Total current liabilities                                                  612,677         775,547
                                                                               
Long-term debt, excluding current installments                                     2,112,485       2,187,783
Capital lease obligations, excluding current installments                             32,246          49,363
Deferred credits and other liabilities                                               271,947         217,002
                                                                                  ----------      ----------
          Total long-term liabilities, excluding current installments              2,416,678       2,454,148
                                                                                  ----------      ----------
          Total  liabilities                                                       3,029,355       3,229,695
                                                                               
Stockholders' equity:                                                          
   Common stock, no par value.  Authorized 50,000,000                          
       shares; issued and outstanding 7,943,897 shares in                      
       March and 7,916,957 in June                                                 1,653,818       1,554,141
   Retained earnings                                                               2,550,561       2,392,805
                                                                                  ----------      ----------
          Total stockholders' equity                                               4,204,379       3,946,946
                                                                                  ----------      ----------
                                                                               
                                                                                  $7,233,734       7,176,641
                                                                                  ==========      ==========
</TABLE> 
See accompanying notes to condensed financial statements.

                                       1




<PAGE>

                            DYNATRONICS CORPORATION
                        Condensed Statements Of Income
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                           Three Months Ended        Nine Months Ended
                                                                  March 31                 March 31
                                                              1995        1994        1995        1994
                                                          ----------   ---------    ---------   ---------
<S>                                                       <C>          <C>          <C>         <C> 
Net sales                                                 $1,402,662   1,306,684    4,651,592   3,693,349
Cost of sales                                                811,154     718,281    2,649,847   2,043,300
                                                          ----------   ---------    ---------   ---------
           Gross profit                                      591,508     588,403    2,001,745   1,650,049

Selling, general, and administrative expenses                 404,21     394,683    1,309,957   1,484,177
Research and development expenses                            123,920     160,143      432,919     503,009
                                                          ----------   ---------    ---------   ---------
           Operating income (loss)                            63,378      33,577      258,869    (337,137)

Other income (expense):
   Interest income                                             3,644       4,900       10,793      11,455
   Interest expense                                          (40,695)    (42,694)    (124,574)    (62,546)
   Gain on sale of unconsolidated
      subsidiary stock                                             -           -            -     403,743
   Other income, net                                          36,364      16,070      138,232      57,983
                                                          ----------   ---------    ---------   ---------
                 Total other income (expense)                   (687)    (21,724)      24,451     410,635

           Income before income taxes                         62,691      11,853      283,320      73,498

Income tax expense (benefit)                                  42,399     (23,526)     125,564      (4,010)
                                                          ----------   ---------    ---------   ---------
           Income before cumulative                 
              effect of accounting change                     20,292      35,379      157,756      77,508

Cumulative effect at July 1, 1993 of change
   in accounting for income taxes (note 5)                         -           -            -     301,602
                                                          ----------   ---------    ---------   ---------

           Net income                                     $   20,292      35,379      157,756     379,110
                                                          ==========   =========    =========   =========


Net income per common share and common
  share equivalents (note 2):
                 Before cumulative effect of change
                     in accounting for income taxes       $        -           -         0.02        0.01
                 Cumulative effect of accounting change            -           -            -        0.04
                                                          ----------   ---------    ---------   ---------
           Total net income per share                     $        -           -         0.02        0.05
                                                          ==========   =========    =========   =========
Weighted average number of common shares
   and common share equivalents outstanding                7,934,008   8,342,100    7,923,810   8,142,316
</TABLE> 
See accompanying notes to condensed financial statements.

                                       2

<PAGE>

                            DYNATRONICS CORPORATION
                  Condensed Statement of Stockholders' Equity
                       Nine Months ended March 31, 1995
                                  (Unaudited)


<TABLE> 
<CAPTION> 
                                                                                      Total
                                                        Common       Retained     stockholders'
                                                        stock        earnings         equity
                                                     ------------  ------------  ----------------
<S>                                                  <C>           <C>           <C>  
Balances at June 30, 1994                            $ 1,554,141     2,392,805         3,946,946

Issuance of 26,940 shares of common stock
  upon exercise of employee stock options                 23,572           -              23,572

Benefit from nonqualified sales and non-
   employee exercise of stock options                     76,105           -              76,105

Net income                                                   -         157,756           157,756
                                                     ------------  ------------  ----------------
Balances at March 31, 1995                           $ 1,653,818     2,550,561         4,204,379
                                                     ============  ============  ================
</TABLE> 
See accompanying notes to condensed financial statements.

                                       3
<PAGE>
                            DYNATRONICS CORPORATION
                      Condensed Statements of Cash Flows
                                  (Unaudited)
<TABLE> 
<CAPTION> 
                                                                                      Nine Months Ended
                                                                                           March 31
                                                                                     1995            1994
                                                                                   ---------       ---------
<S>                                                                                <C>             <C> 
Cash flows from operating activities:
    Net income                                                                     $ 157,756         379,110
    Adjustments to reconcile net income to net cash provided
          by operating activities:
          Cumulative effect of accounting change                                           -        (301,602)
          Depreciation and amortization of property and equipment                    141,991         110,921
          Gain on sale of unconsolidated subsidiary stock                                  -        (403,743)
          Other amortization                                                           6,584           6,584
          Provision for doubtful accounts                                              9,000               -
          Provision for inventory obsolescence                                        72,000          45,512
          Provision for warranty reserve                                             110,932          76,757
          Decrease (increase) in deferred tax assets                                  73,958         (12,720)
          Decrease (increase) in operating assets:
              Receivables                                                           (703,078)         71,914
              Inventories                                                           (104,015)       (439,936)
              Prepaid expenses and other assets                                      (71,238)        (24,339)
          Increase (decrease) in operating liabilities:
              Trade accounts payable and accrued expenses                           (265,012)       (173,027)
              Deferred compensation                                                   54,945          52,641
              Income taxes payable                                                    86,356         (66,652)
                                                                                   ---------       ---------
                   Net cash provided by (used in) operating activities              (429,821)       (678,580)
                                                                                   ---------       ---------
Cash flows from investing activities:
   Capital (expenditures) source                                                     (27,650)        149,720
   Proceeds from sale of unconsolidated subsidiary stock                                   -         403,743
                                                                                   ---------       ---------
                   Net cash provided by (used in) investing activities               (27,650)        553,463
                                                                                   ---------       ---------
Cash flows from financing activities:
   Principal payments under capital lease obligations                                (51,285)        (50,854)
   Principal payments on long-term debt                                              (69,910)       (129,523)
   Proceeds from sale of common stock                                                 23,572          89,420
                                                                                   ---------       ---------
                   Net cash provided by (used in) financing activities               (97,623)        (90,957)
                                                                                   ---------       ---------
Net increase (decrease) in cash and cash equivalents                                (555,094)       (216,074)
Cash and cash equivalents at beginning of period                                     871,008         701,128
                                                                                   ---------       ---------
Cash and cash equivalents at end of period                                         $ 315,914         485,054
                                                                                   =========       =========
Supplemental cash flow information
   Cash paid for interest (net of amounts capitalized)                               124,574          62,546
   Cash paid for income taxes                                                            250         103,164

Supplemental disclosure of non-cash investing and financing activities
   Long-term debt incurred for fixed assets                                                -       1,179,132
   Capital lease obligations incurred for property and equipment                      19,990          88,912
</TABLE> 
See accompanying notes to condensed financial statements.

                                   4

<PAGE>
 
                            DYNATRONICS CORPORATION
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 1995
                                  (Unaudited)

     NOTE 1.  PRESENTATION

     The financial statements as of March 31, 1995 and for the three and nine
     months then ended were prepared by the Company without audit pursuant to
     the rules and regulations of the Securities and Exchange Commission.
     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted pursuant to such rules and
     regulations.  In the opinion of management, all necessary adjustments to
     the financial statements have been made to present fairly the financial
     position and results of operations and cash flows.  All adjustments were of
     a normal recurring nature.  The results of operations for the respective
     periods presented are not necessarily indicative of the results for the
     respective complete years.  The Company has previously filed with the SEC
     an Annual Report on Form 10-K under the name of Dynatronics Corporation
     and/or Dynatronics Laser Corporation which included audited financial
     statements for the three years ending June 30, 1994, 1993, and 1992.  It is
     suggested that the financial statements contained in this filing be read in
     conjunction with the statements and notes thereto contained in the
     Company's 10-K filing.


     NOTE 2.  EARNINGS PER SHARE

     Earnings per common share and common share equivalents are computed by
     dividing net income by the weighted average number of shares of common
     stock and common stock equivalents outstanding during the period.  Common
     stock equivalents include shares issuable upon exercise of the Company's
     stock options.
 
 
     NOTE 3.  INVENTORIES
 
     Inventories consisted of the following:
     
<TABLE> 
<CAPTION> 
                                               March 31      June 30
                                                 1995          1994
                                              ----------    ----------
          <S>                                 <C>           <C>  
          Raw Materials                       $1,215,590    $1,177,480
          Work-in-Process                        136,636       200,556
          Finished Goods                         584,585       460,709
          Inventory Reserve                     (109,437)      (43,386)
                                              ----------    ----------
                                              $1,827,374    $1,795,359
                                              ==========    ==========
</TABLE>

                                       5
<PAGE>
 
     NOTE 4.  PROPERTY AND EQUIPMENT
 
     Property and equipment were as follows:
<TABLE> 
<CAPTION> 
                                               March 31      June 30
                                                 1995          1994
                                              ----------    ----------
          <S>                                 <C>           <C> 
          Land                                $  589,920       589,920
          Building                             1,935,297     1,935,297
          Machinery and equipment, and     
           equipment under capital lease         711,632       663,992
                                              ----------    ----------
                                               3,236,849     3,189,209
          Less accumulated depreciation           
           and amortization                      531,761       389,770
                                              ----------    ----------
                                              $2,705,088     2,799,439
                                              ==========    ==========
</TABLE>

     NOTE 5.  CHANGE IN ACCOUNTING PRINCIPLE-ACCOUNTING FOR INCOME TAXES

     During the first quarter of fiscal 1994, the Company adopted Statement of
     Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
     which is effective for fiscal years beginning after December 15, 1992.  The
     cumulative effect of this change in accounting for income taxes of $301,602
     is determined as of July 1, 1993 and is reported separately in the
     statement of income for the quarter ended September 30, 1993.  Statement
     109 requires the recognition of deferred tax liabilities and assets for the
     temporary differences between the financial reporting basis and tax basis
     of the Company's assets and liabilities at enacted tax rates expected to be
     in effect when such amounts are realized or settled.  Prior years'
     financial statements have not been restated to apply the provisions of
     Statement 109.

     NOTE 6.  STOCK OPTIONS GRANTED

     During 1994, 448,895 options under the 1992 plan were granted to employees,
     officers and directors of the Company with an exercise price of $.875 which
     are exercisable after August 19, 1994 and expire five years from date of
     grant.  Under the terms of the plan an additional 51,105 shares of common
     stock were authorized and reserved for issuance, but were not granted as of
     March 31, 1995.  As of March 31, 1995 there were 26,940 options exercised.

     Also in 1994, the Board of Directors granted 1,350,075 options to a
     nonemployee of which 150,075 granted September 15, 1993 have an exercise
     price of $.875 and 1,200,000 granted May 11, 1994 have an exercise price of
     $2.00 reflecting the market price at the dates of grant.  The options were
     exercisable on the date of grant and expire five years and four years,
     respectively, from the dates of grant.  No options hereunder were exercised
     as of March 31, 1995.  Subsequent to the reporting quarter, on April 5,
     1995 these options were canceled.

                                       6
<PAGE>
 
     NOTE 7.  GUARANTEE OF PROMISSORY NOTE

     During the quarter ended December 31, 1994 the board of directors voted to
     approve the guarantee of a $500,000 bank loan to ITEC Attractions, the
     Company's 36 percent owned subsidiary.  The original loan and guarantee
     expired during the quarter ended March 31, 1995 but were replaced with a
     new long-term loan and guarantee.

     NOTE 8.  OTHER RECEIVABLES

     Included in the $218,914 of other receivables is $210,065 due from ITEC
     Attractions related to unpaid amounts under services agreement, loan
     guarantee fee, and other miscellaneous expenses.

                                       7
<PAGE>
 
     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     RESULTS OF OPERATIONS


     Results of Operations
     ---------------------

     For the third consecutive quarter, the Company has shown increased revenue
     over comparable periods the year before.  This growth in revenue is
     attributable to the new "50 Series" product line.  The dramatic effect of
     the "50 Series" products is best illustrated when comparing gross profit
     for the first nine months of fiscal 1995 to fiscal 1994, which reflects an
     increase of $351,696.  These products include the Dynatron 150 Ultrasound
     device, the Dynatron 550 Electrotherapy device and the Dynatron 850
     Electrotherapy/Ultrasound Combination Therapy device.  These devices
     incorporate technology that significantly lowers the cost of manufacturing
     and significantly reduces the physical dimensions of the devices.

     Sales for the quarter ended March 31, 1995 increased 7.4 percent to
     $1,402,662 as compared to $1,306,684 in the same quarter last year.  While
     the increase in sales is not as dramatic as the two previous quarters, it
     should be remembered that it was during this same third quarter of 1994
     that the first of the "50 Series", the Dynatron 150 was introduced.  Sales
     for the nine month period increased 26 percent indicating continued market
     acceptance of the new "50 Series" products.

     Cost of goods sold as a percentage of sales was 57.8 percent in the
     reporting quarter compared to 55 percent in the same period of the previous
     year.  For the nine month period, Cost of Goods Sold was 57 percent
     compared to 55.3 percent for the same period last year.  This increase is
     directly attributable to the increase in sales of ultrasound products which
     carry a higher cost of goods on average as compared to the Company's other
     products.  Management believes margins will improve as production
     refinements of the new "50 Series" ultrasound products are made.

     Selling, general and administrative expenses for the reporting quarter were
     $9,527 more than the same quarter last year which is less than a 2.5
     percent increase.  For the nine month period ending March 31, 1995,
     selling, general and administrative expenses were down by $174,220.  The
     primary component of this expense reduction is a decrease in labor expense.
     While most of this reduction is explained by a one time bonus of $180,000
     paid to the Chairman of the Board in 1994, the Company anticipates seeing
     additional cost savings in the future related to reductions in personnel
     and elimination of certain overhead approved by the Board of Directors as
     reported in the 10Q for the quarter ended December 31, 1994.  The direct
     benefit of the cost cutting measures is only beginning to be fully manifest
     in this reporting quarter.

     Research and development expenses in the reporting quarter decreased by
     $36,223 over the same period last year.  This decrease is partly due to
     internal company restructuring and also to the cycle of product
     development.  The Company continues to remain committed to developing new

                                       8
<PAGE>
 
     products as well as technologically improving existing devices in order to
     maintain the Company's competitive edge in the marketplace.

     Operating income for the reporting quarter totalled $63,378 as compared to
     $33,577 for the same quarter last year, an increase of 89 percent.
     Operating profits for the nine month period ending March 31, 1995 increased
     by $596,006.

     In the current reporting quarter, other income includes approximately
     $17,000 of income associated with the sale of a former subsidiary company
     of American Consolidated Industries, Dynatronics' former parent company
     that was merged into Dynatronics in November, 1992.  In the nine month
     period currently reported there is $55,745 of this income reflected.  There
     was no income for this item in the corresponding periods of 1994.

     Income before income tax for the reporting quarter equalled $62,691, an
     increase of 429 percent when compared to $11,853 during the same quarter of
     the prior year.  This increase is attributed to the increased sales revenue
     from the "50 Series" products, as mentioned above, as well as a reduction
     in overall expenses.

     Net income for the reporting quarter was $20,292 as compared to $35,379 for
     the same quarter last year.  Income tax accruals for the reporting quarter
     reflect a 67 percent tax rate.  This unusually high percentage was
     necessary to adjust year-to-date tax accruals to be more reflective of
     expected tax expenses.  Management anticipates tax expense of approximately
     44 percent for fiscal 1995 which is the rate currently reflected for the
     nine months ended March 31, 1995.  During the same quarter last year, the
     Company recorded a relatively large tax benefit.  The unusually high
     accrual for this quarter, combined with booking a tax benefit for the same
     quarter last year results in net income for the current reporting quarter
     being lower than earnings for the same quarter last year in spite of pre-
     tax income being 429 percent higher than last year.  Had a standard
     combined tax rate of 39 percent been applied in both quarters, net income
     for the third quarter of fiscal 1995 would have exceeded net income for the
     same quarter in fiscal 1994 by $31,000.

     Liquidity and Capital Resources
     -------------------------------

     The Company expects that revenues from operations, together with available
     sources of borrowing, will be adequate to meet working capital needs
     related to its business and its planned capital expenditures for the
     upcoming operating period.

     The Company continues to maintain a liquid position.  The current ratio at
     March 31, 1995 was 6.3 to 1 and at June 30, 1994 was 4.7 to 1.  Current
     assets represent 53% of total assets.

     The 66 percent increase in accounts receivable from June 30, 1994 to March
     31, 1995 is directly attributable to increased sales.  However, average
     collection time for receivables has increased by approximately 20 percent
     since the end of June which has also contributed to the increase in
     receivables.  All accounts payable are within term with the Company
     continuing its policy of

                                       9
<PAGE>
 
     taking advantage of any and all payment discounts available.  During the
     nine month period, income from purchase discounts increased to $50,000, up
     from $32,000 for the same period a year ago.

     The Company increased its revolving line of credit to $1,000,000 with a
     commercial bank in October 1994.  No amounts were outstanding on this line
     of credit at March 31, 1995.  However, $500,000 of the line of credit is
     restricted in relation to a guarantee by Dynatronics of a loan from a
     commercial bank to ITEC Attractions, the Company's 36 percent owned
     subsidiary.

     Inventory levels increased approximately $32,000 to $1,827,374 on March 31,
     1995 as compared to $1,795,359 at June 30, 1994.  Management expects
     inventories may increase slightly in upcoming quarters as efforts are made
     to increase inventories of finished goods to better service customer demand
     and to accommodate introduction of additional new products.

     Cash balances decreased by $555,094 from June 30, 1994 to March 31, 1995.
     This decrease is directly related to the $694,078 increase in trade and
     other receivables during the same period.  Accounts receivable are
     typically reduced, and cash balances are usually greater at June 30.

     Long-term debt and capital lease obligations at March 31, 1995 totalled
     $2,291,382 comprised primarily of the mortgage loan on the Company's new
     office and manufacturing facility.

     Business Plan
     -------------

     The Company developed the new "50 Series" product line to address the
     specific market need for lower cost, high value products.  The first in
     this series, the Dynatron 150 Ultrasound device, was introduced in
     February, 1994.  The next two devices, the Dynatron 550 and Dynatron 850
     were introduced in August, 1994.  The Company plans to continue the
     expansion of the "50 Series" product line by adding two new devices
     currently scheduled for release in the first quarter of fiscal 1996.  As
     anticipated, the "50 Series" devices have dramatically improved sales and
     operating profits with nine month sales increasing 26 percent and operating
     profit increasing by $596,006 over last year.

     The "50 Series" has also been a particularly attractive product line for
     the international market.  Due to its low price and compact size, the
     Company has received inquiries from around the world.  Some of the new
     markets to which product has been shipped include South Africa, Mexico,
     Philippines, Argentina, Brazil, Chile, Israel, Kuwait, Lebanon, Vietnam and
     Australia.  While international markets are slower to cultivate and
     develop, the Company feels it can expand its international presence
     significantly with the "50 Series".

     Recently, the Company has pursued international marketing contacts and made
     preliminary trips to Japan and Europe for the purpose of establishing
     importers and distributors.  Negotiations are currently in progress with
     one of the largest importers of physical therapy equipment in Japan.  The
     Company's goal is to increase its marketing efforts in foreign countries by
     promoting the

                                       10
<PAGE>
 
     new 50 Series product line.  During the reporting quarter, the Company
     hired a sales manager who will focus more directly on international sales.
     The Company anticipates significant progress in the foreign arena during
     the first two quarters of fiscal 1996.

     The Company recognizes the need to continually upgrade and re-engineer
     existing products as well as introduce new products.  The ongoing effort to
     accomplish these objectives is reflected in the Research and Development
     expenditures which are running at approximately 9.3 percent of sales this
     fiscal year.  As a result, the Company anticipates being able to reduce
     costs of manufacturing without sacrificing value or features.  The
     continuing commitment to Research and Development enables Dynatronics to be
     a technological leader in the market.

     The Company remains committed to the concept of Quality First.  No cost
     reductions have been implemented that would negatively impact quality of
     product or customer service.  Efforts to improve quality in every aspect of
     the Company is an ongoing quest that involves every employee.  Employee
     incentive programs implemented during the first quarter of the current year
     under the masthead "Quality First" have been very successful and engendered
     a pride and sense of individual responsibility that continues to assure
     that the Company puts Quality First both in the manufacture of products and
     in service to its customers.

     Another of the Company's objectives is to evaluate potential acquisitions
     that would favorably enhance shareholder value and Company growth.  Strict
     criteria for such acquisitions have been set and management continues to
     evaluate acquisition candidates fitting the set criteria.

     Exploring research opportunities into areas of potential efficacy of the
     Company's low-power laser device remains the focus for development of laser
     products.  To that end, Company engineers have developed a new Dynatron
     1650 laser device that provides varying wavelengths of laser light.  While
     this device may only be used for research purposes in the United States, if
     priced competitively, it may prove a desirable product in international
     markets the Company is currently exploring.  Should any research provide
     evidence deemed sufficient for submission to the U.S. Food and Drug
     Administration, the Company would give consideration to submitting a Pre-
     Market Approval Application for the laser to the FDA to obtain marketing
     clearance for its laser device in the United States.

     The Company currently owns approximately 2.3 million shares of ITEC
     Attractions common stock which, based on the current trading price as
     quoted on NASDAQ as of May 9, 1995, was valued at approximately $2.9
     million.  During the last fiscal year, ITEC opened its first facility in
     Branson, Missouri, in October, 1993.  ITEC recently completed production of
     its theme film "Ozarks: Legacy and Legend" for the Branson facility.  The
     film premiere was held on April 28, 1995 with standing room only crowds at
     the Ozarks Discovery IMAX(R) Theater.  Over 10,000 people attended the
     premiere activities over a three day period.  The film was well received by
     those in attendance and the reviews have been very positive.  "Ozarks:
     Legacy and Legend" will be exhibited continuously at the theater.

                                       11
<PAGE>
 
                          PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings
               -----------------

               There are no material legal proceedings pending to which the
               company or any of its subsidiaries is a party or of which any of
               their property is the subject which require disclosure in this
               statement.

     Item 2.   Changes in Securities
               ---------------------

               Not applicable.

     Item 3.   Defaults Upon Senior Securities
               -------------------------------

               Not applicable.

     Item 4.   Submission of Matters to a Vote of Security Holders
               ---------------------------------------------------

               Not applicable.

     Item 5.   Other Information
               -----------------

               Not applicable.

     Item 6.   Exhibits and Reports on Form 8-K
               --------------------------------

               A) Not applicable.

               B) Not applicable.

                                       12
<PAGE>
 
                                   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
                                          -----------------------
                                          Registrant



     Date 5/15/95                         /s/ Kelvyn H. Cullimore, Jr. 
         -----------------------          ------------------------------- 
                                          Kelvyn H. Cullimore, Jr. 
                                          President
                                          Chief Executive Officer



     Date 5/15/95                         /s/ Keith E. Turner
         -----------------------          ------------------------------- 
                                          Keith E. Turner
                                          Treasurer
                                          Chief Accounting Officer and
                                          Principal Financial Officer

                                       13

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND> 
This schedule contains summary financial information extracted from 
Balance Sheet and Statement of Income 3-31-95 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
       
<S>                                         <C>
<PERIOD-TYPE>                                   3-MOS
<FISCAL-YEAR-END>                         JUN-30-1995
<PERIOD-START>                            JAN-01-1995
<PERIOD-END>                              MAR-31-1995
<CASH>                                        315,914
<SECURITIES>                                        0
<RECEIVABLES>                               1,315,433         
<ALLOWANCES>                                   53,965      
<INVENTORY>                                 1,827,374         
<CURRENT-ASSETS>                            3,848,962         
<PP&E>                                      3,236,849         
<DEPRECIATION>                                531,761       
<TOTAL-ASSETS>                              7,233,734         
<CURRENT-LIABILITIES>                         612,677       
<BONDS>                                     2,211,966         
<COMMON>                                    1,653,818         
                               0 
                                         0 
<OTHER-SE>                                  2,550,561         
<TOTAL-LIABILITY-AND-EQUITY>                7,233,734         
<SALES>                                     1,402,662         
<TOTAL-REVENUES>                            1,402,662         
<CGS>                                         811,154       
<TOTAL-COSTS>                                 811,154       
<OTHER-EXPENSES>                                    0 
<LOSS-PROVISION>                                    0 
<INTEREST-EXPENSE>                             40,695      
<INCOME-PRETAX>                                62,691      
<INCOME-TAX>                                   42,399      
<INCOME-CONTINUING>                            20,292      
<DISCONTINUED>                                      0 
<EXTRAORDINARY>                                     0 
<CHANGES>                                           0 
<NET-INCOME>                                   20,292      
<EPS-PRIMARY>                                    .003 
<EPS-DILUTED>                                       0
        


</TABLE>


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