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Dynatronics Corporation
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(Exact name of registrant as specified in its charter)
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Utah
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87-0398434
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7030 Park Centre Drive, Cottonwood Heights, UT 84121
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(Address of principal executive offices, Zip Code)
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(801) 568-7000
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(Registrant’s telephone number, including area code)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
þ
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Page Number
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1
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Condensed Consolidated Balance Sheets (Unaudited) March 31, 2012 and June 30, 2011
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1
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Condensed Consolidated Statements of Operations (Unaudited) Three and Nine Months Ended March 31, 2012 and 2011
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2
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Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended March 31, 2012 and 2011
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3
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Notes to Condensed Consolidated Financial Statements (Unaudited)
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4
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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7
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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14
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Item 4. Controls and Procedures
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15
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PART II. OTHER INFORMATION
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Item 5. Other Information
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15
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Item 6. Exhibits
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16
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||||||||
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(Unaudited)
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||||||||
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Assets
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March 31,
2012
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June 30,
2011
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Current assets:
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Cash and cash equivalents
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$ | 218,536 | 384,904 | |||||
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Trade accounts receivable, less allowance for doubtful accounts of $370,266 as of March 31, 2012 and $293,436 as of June 30, 2011
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3,766,299 | 3,672,128 | ||||||
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Other receivables
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20,885 | 14,164 | ||||||
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Inventories, net
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6,117,273 | 5,647,815 | ||||||
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Prepaid expenses and other
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253,829 | 266,439 | ||||||
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Prepaid income taxes
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3,473 | 28,754 | ||||||
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Current portion of deferred income tax assets
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446,892 | 418,607 | ||||||
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Total current assets
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10,827,187 | 10,432,811 | ||||||
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Property and equipment, net
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3,926,994 | 3,722,749 | ||||||
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Intangible assets, net
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335,874 | 369,352 | ||||||
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Other assets
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286,613 | 294,269 | ||||||
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Deferred income tax assets, net of current portion
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25,891 | - | ||||||
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Total assets
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$ | 15,402,559 | 14,819,181 | |||||
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Liabilities and Stockholders' Equity
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Current liabilities:
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Current portion of long-term debt
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$ | 389,851 | 368,135 | |||||
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Line of credit
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3,728,445 | 2,583,937 | ||||||
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Warranty reserve
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185,245 | 185,245 | ||||||
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Accounts payable
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2,189,873 | 2,127,163 | ||||||
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Accrued expenses
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324,524 | 379,336 | ||||||
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Accrued payroll and benefits expense
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342,185 | 236,264 | ||||||
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Total current liabilities
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7,160,123 | 5,880,080 | ||||||
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Long-term debt, net of current portion
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2,016,782 | 2,238,417 | ||||||
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Deferred income tax liabilities, net of current portion
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- | 85,525 | ||||||
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Total liabilities
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9,176,905 | 8,204,022 | ||||||
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Commitments and contingencies
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Stockholders' equity:
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Common stock, no par value: Authorized 50,000,000 shares; issued 12,800,211 shares as of March 31, 2012 and 13,060,392 shares as of June 30, 2011
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7,167,228 | 7,417,244 | ||||||
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Accumulated deficit
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(941,574 | ) | (802,085 | ) | ||||
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Total stockholders' equity
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6,225,654 | 6,615,159 | ||||||
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Total liabilities and stockholders' equity
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$ | 15,402,559 | 14,819,181 | |||||
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DYNATRONICS CORPORATION
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||||||||||||||||
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(Unaudited)
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Three Months Ended
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Nine Months Ended
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|||||||||||||||
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March 31
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March 31
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|||||||||||||||
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2012
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2011
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2012
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2011
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|||||||||||||
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Net sales
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$ | 7,653,586 | 8,383,842 | 23,925,818 | 24,502,477 | |||||||||||
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Cost of sales
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4,808,629 | 5,159,450 | 14,865,805 | 15,156,811 | ||||||||||||
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Gross profit
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2,844,957 | 3,224,392 | 9,060,013 | 9,345,666 | ||||||||||||
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Selling, general, and administrative expenses
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2,667,867 | 2,640,053 | 8,049,134 | 7,774,848 | ||||||||||||
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Research and development expenses
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361,912 | 339,258 | 1,131,120 | 1,045,573 | ||||||||||||
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Operating income (loss)
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(184,822 | ) | 245,081 | (120,241 | ) | 525,245 | ||||||||||
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Other income (expense):
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Interest income
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98 | 10,735 | 15,613 | 14,889 | ||||||||||||
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Interest expense
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(65,068 | ) | (70,964 | ) | (194,659 | ) | (224,431 | ) | ||||||||
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Other income, net
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4,352 | 9,985 | 20,097 | 21,912 | ||||||||||||
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Net other income (expense)
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(60,618 | ) | (50,244 | ) | (158,949 | ) | (187,630 | ) | ||||||||
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Income (loss) before income taxes
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(245,440 | ) | 194,837 | (279,190 | ) | 337,615 | ||||||||||
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Income tax benefit (provision)
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127,877 | (77,577 | ) | 139,701 | (135,503 | ) | ||||||||||
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Net income (loss)
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$ | (117,563 | ) | 117,260 | (139,489 | ) | 202,112 | |||||||||
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Basic and diluted net income (loss) per common share
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$ | (0.01 | ) | 0.01 | (0.01 | ) | 0.02 | |||||||||
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Weighted-average common shares outstanding:
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Basic
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12,798,221 | 13,419,612 | 12,850,947 | 13,413,636 | ||||||||||||
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Diluted
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12,798,221 | 13,457,483 | 12,850,947 | 13,428,338 | ||||||||||||
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DYNATRONICS CORPORATION
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||||||||
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(Unaudited)
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Nine Months Ended
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March 31
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||||||||
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2012
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2011
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Cash flows from operating activities:
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Net income (loss)
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$ | (139,489 | ) | 202,112 | ||||
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Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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Depreciation and amortization of property and equipment
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300,768 | 270,820 | ||||||
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Amortization of intangible assets
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33,478 | 62,405 | ||||||
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Stock-based compensation expense
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51,392 | 37,096 | ||||||
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Change in deferred income tax assets
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(139,701 | ) | 191,703 | |||||
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Provision for doubtful accounts receivable
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81,000 | 81,000 | ||||||
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Provision for inventory obsolescence
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90,000 | 60,000 | ||||||
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Change in operating assets and liabilities:
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Receivables
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(181,892 | ) | (172,656 | ) | ||||
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Inventories
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(559,458 | ) | 157,297 | |||||
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Prepaid expenses and other assets
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20,266 | (65,625 | ) | |||||
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Prepaid income taxes
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27,771 | - | ||||||
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Accounts payable and accrued expenses
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111,329 | 106,657 | ||||||
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Net cash provided by (used in) operating activities
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(304,536 | ) | 930,809 | |||||
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Cash flows from investing activities:
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Capital expenditures
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(474,197 | ) | (269,794 | ) | ||||
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Net cash used in investing activities
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(474,197 | ) | (269,794 | ) | ||||
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Cash flows from financing activities:
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Proceeds from issuance of long-term debt
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45,341 | - | ||||||
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Principal payments on long-term debt
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(276,076 | ) | (291,854 | ) | ||||
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Net change in line of credit
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1,144,508 | (103,829 | ) | |||||
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Purchase and retirement of common stock
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(301,408 | ) | (400,886 | ) | ||||
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Net cash provided by (used in) financing activities
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612,365 | (796,569 | ) | |||||
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Net change in cash and cash equivalents
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(166,368 | ) | (135,554 | ) | ||||
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Cash and cash equivalents at beginning of the period
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384,904 | 383,756 | ||||||
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Cash and cash equivalents at end of the period
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$ | 218,536 | 248,202 | |||||
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Supplemental disclosures of cash flow information:
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Cash paid for interest
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$ | 192,436 | 225,858 | |||||
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Cash paid for income taxes
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2,100 | 51,517 | ||||||
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Supplemental disclosure of non-cash investing and financing activities:
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Long-term debt incurred for purchase of property and equipment
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44,334 | - | ||||||
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Three Months Ended
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Nine Months Ended
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||||||||||||||
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March 31
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March 31
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|||||||||||||||
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2012
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2011
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2012
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2011
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|||||||||||||
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Basic weighted-average number of common shares outstanding during the period
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12,798,221 | 13,419,612 | 12,850,947 | 13,413,636 | ||||||||||||
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Weighted-average number of dilutive common stock options outstanding during the period
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- | 37,871 | - | 14,702 | ||||||||||||
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Diluted weighted-average number of common and common equivalent shares outstanding during the period
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12,798,221 | 13,457,483 | 12,850,947 | 13,428,338 | ||||||||||||
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Number of
Options
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Weighted-Average
Exercise Price
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Outstanding at beginning of period
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933,462 | $ | 1.33 | |||||
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Granted
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52,277 | .82 | ||||||
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Exercised
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- | - | ||||||
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Cancelled
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(85,568 | ) | 1.48 | |||||
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Outstanding at end of period
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900,171 | 1.28 | ||||||
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Exercisable at end of period
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557,400 | 1.50 | ||||||
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Nine Months Ended March 31,
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2012
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2011
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Expected dividend yield
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0 | % | 0 | % | ||||
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Expected stock price volatility
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69 | % | 60 – 64 | % | ||||
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Risk-free interest rate
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2.09 | % | 2.50 – 3.43 | % | ||||
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Expected life of options
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10 years
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10 years
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Weighted-average grant date fair value
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$ | 0.62 | $ | 0.53 | ||||
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March 31,
2012
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June 30,
2011
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Raw materials
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$ | 2,478,560 | 2,329,536 | |||||
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Finished goods
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3,950,197 | 3,656,027 | ||||||
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Inventory obsolescence reserve
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(311,484 | ) | (337,748 | ) | ||||
| $ | 6,117,273 | 5,647,815 | ||||||
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Net Sales
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·
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$122,937 of higher selling expenses;
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·
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$145,156 of higher production labor, license fees and depreciation expenses;
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·
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$6,193 of higher general expenses including higher regulatory and compliance costs
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Research and Development Expenses
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Inventories
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·
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Inventory quantities on hand;
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·
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Product acceptance in the marketplace;
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·
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Customer demand;
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·
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Historical sales;
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·
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Forecast sales;
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·
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Product obsolescence;
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·
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Technological innovations; and
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·
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Character of the inventory as a distributed item, finished manufactured item or raw material.
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·
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Developing new state-of-the-art products, both high-tech and commodity, in fiscal year 2012, primarily for the rehabilitation markets, with costs ramping down beginning with the quarters ending March 31, 2012 and June 30, 2012.
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·
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Improving sales by pursuing business opportunities with GPOs and large chains of clinics, including national and regional accounts.
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·
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Introducing a new 2012 product catalog featuring a broader product offering.
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·
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Using our e-commerce solution in order to facilitate business opportunities and reduce transactional costs.
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·
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Pursuing opportunities to introduce the
Stream
software service to large groups of clinics and buying groups in addition to making it available to individual practitioners.
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·
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Reinforcing distribution through a strategy of recruiting direct sales representatives and working closely with the most successful distributors of capital equipment.
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·
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Improving operational efficiencies by reducing certain personnel and overhead costs, monitoring manufacturing and transactional costs, automating processes, redefining policies and procedures and working to make every customer a profitable customer.
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·
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Strengthening pricing management and procurement methodologies.
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·
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Minimizing expense associated with the Synergie product line until demand for capital equipment re-emerges, and, in the meantime, seeking additional independent distributors and strategic partnerships.
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·
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Focusing international sales efforts on identifying key distributors and strategic partners who could represent the Company’s product line, particularly in Europe.
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Improving efficiencies as a distributor of other manufacturers’ products and considering ways to enhance our role as a distributor and not just a manufacturer.
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Exploring strategic business alliances that will leverage and complement our competitive strengths, increase market reach and supplement capital resources.
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3.1
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Articles of Incorporation and Bylaws of Dynatronics Laser Corporation. Incorporated by reference to a Registration Statement on Form S-1 (No. 2-85045) filed with the SEC and effective November 2, 1984
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3.2
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Articles of Amendment dated November 21, 1988 (previously filed)
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3.3
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Articles of Amendment dated November 18, 1993 (previously filed)
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10.1
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Loan Agreement with Zions Bank (previously filed)
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10.2
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Amended Loan Agreement with Zions Bank (previously filed)
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10.3
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1992 Amended and Restated Stock Option Plan (previously filed)
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10.4
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Dynatronics Corporation 2005 Equity Incentive Award Plan (previously filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on October 27, 2006)
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10.5
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Form of Option Agreement for the 2005 Equity Incentive Plan for incentive stock options (previously filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2006)
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10.6
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Form of Option Agreement for the 2005 Equity Incentive Plan for non-qualified options (previously filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2006)
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10.7
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Building Lease Agreement with The Rajala Family Trust dated June 30, 2009 (previously filed)
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10.8
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Executive Employment Agreement (Beardall) (previously filed as exhibit to Current Report on Form 8-K, filed with the Commission on March 7, 2011)
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11
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Computation of Net Income per Share (included in Notes to Consolidated Financial Statements)
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31.1
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Certification under Rule 13a-14(a)/15d-14(a) of principal executive officer (filed herewith)
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31.2
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Certification under Rule 13a-14(a)/15d-14(a) of principal financial officer (filed herewith)
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32
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Certifications under Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith)
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101
ins
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XBRL Instance
*
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101.xsd
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XBRL Schema
*
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101.cal
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XBRL Calculation
*
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101.def
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XBRL Definition
*
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101.lab
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XBRL Label
*
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101.pre
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XBRL Presentation
*
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DYNATRONICS CORPORATION
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Registrant
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Date
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May 15, 2012
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/s/ Kelvyn H. Cullimore, Jr.
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Kelvyn H. Cullimore, Jr.
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date
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May 15, 2012
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/s/ Terry M. Atkinson, CPA
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Terry M. Atkinson, CPA
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|