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Company Overview March 2018 Dynatronics Corporation NASDAQ:DYNT

Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

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Page 1: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

Company Overview

March 2018

Dynatronics CorporationNASDAQ:DYNT

Page 2: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

2

Safe Harbor / Non-GAAP Financial Measures

This presentation contains, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the

safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as:

"anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar

references to future periods. Examples of forward-looking statements include, among others, statements we make regarding expectations of the

Company’s future valuation and financial performance, future prospects, projections for revenues, market growth, adjusted EBITDA, adjusted

margins, adjusted earnings per share and similar statements. Forward-looking statements are neither historical facts nor assurances of future

performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and

strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the

future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our

control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should

not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially

from those indicated in the forward-looking statements include, among others, the factors as discussed throughout Part I, Item 2. Management's

Discussion and Analysis of Financial Condition and Results of Operations of our Quarterly Reports on Form 10-Q for the quarters ended December

31, 2017, and throughout Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and in Part I, Item

1A. Risk Factors of our Annual Report on Form 10-K for the year ended June 30, 2017. Such risk factors include, but are not limited to: (i) history of

recent losses; (ii) level of indebtedness; (iii) inability to acquire and integrate other businesses, products or technologies. Please refer to the filings

reference above for additional factors. Results from prior periods are not necessarily indicative of results to be expected for future periods.

Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date

on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from

time to time, whether as a result of new information, future developments or otherwise.

To supplement our condensed consolidated financial statements presented in accordance with U.S. generally accepted accounting principles (GAAP)

in this presentation, we provide or may reference additional financial measures that exclude or include amounts, or are subject to adjustments, so as

to be different from the most directly comparable financial measures calculated and presented in accordance with GAAP. Our management believes

that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors

in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative

impact on results in any particular period. Our management also believes that these non-GAAP financial measures enhance the ability of investors to

analyze business trends and understand our performance. In addition, we may utilize non-GAAP financial measures as guides in our forecasting,

budgeting, and long-term planning processes and to measure operating performance for some management compensation purposes. Any analysis of

non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. A reconciliation of these non-

GAAP financial measures accompanies any reference to them in the presentation.

Page 3: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

3

DYNT Investment Highlights

A Market Leader in

Physical Therapy Equipment

Athletic Training Equipment

Orthopedic Soft-goods

Strong Industry Fundamentals

Revenue Growth Opportunities from Recent

Acquisitions

Cost Synergies with Larger Corporate

Platform

Proven Merger & Acquisition Expertise

Page 4: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

4

Favorable Market Demographics

Developing trend to encourage wellness

and pre-habilitative procedures over

medication and surgery

Direct access to Physical Therapy

services

Seeking cost-effective therapies without

reducing quality of care

Focus on outcomes and preventing

hospital readmissions

Urgent need to find alternatives to opioids

for pain management

Aging Population(1) Employment Growth(2)

Percent change in employment, 2016 – 2026

_____________________(1) U.S. Census Bureau.

(2) U.S. Bureau of Labor Statistics, Employment Projections program.

Consumer Driven Health Plans Third-Party Payors

Age Cohort

7%

16%

22%

25%

Total, All Occupations

Health Diagnosing and TreatingPractitioners

Athletic Trainers

Physical Therapists

0

50

100

150

200

250

300

2015 2020 2025 2030 2035 2040 2045 2050 2055 2060

30-49 50-69 70+

Page 5: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

5

Large, Highly Fragmented Market

Worldwide rehab medical supply industry is estimated at

approximately $6 billion / $1 billion US

Highly fragmented market

DYNT products address ~$3.4 billion of the market

Dynatronics presently captures ~2% of that market

Objective: Grow to capture 5% to 10% of the market within five

years, primarily through M&A strategy

Page 6: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

6

Competitor’s Focus AreasC

usto

mer

Fo

cu

s

Capability Focus

Mostly manufacturing

Mo

stl

y o

ther

Mo

stl

y r

eh

ab

<$50M

$50-250M

$250M+

Est. total revenue

Mostly distribution

<$25M

Page 7: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

7

Leading Provider of Rehabilitation Equipment and Orthopedic Soft Goods

Comprehensive suite of products

Strong reputation for premium brands

Extensive national and regional dealer

network with targeted direct sales effort

Over 200,000 square feet of vertically

integrated manufacturing

Two acquisitions in 2017

Strategic equity partners – Prettybrook

Partners

Dynatronics at a Glance

$31.9

$46.8

$70 +

Dynatronics®(1) Hausmann®(2) Bird & Cronin®(3)

_____________________

(1) Dynatronics Revenue from June 30, 2017 audited financial statements.

(2) Hausmann Revenue from December 31, 2016 audited financial

statements.

(3) Bird & Cronin Revenue form September 30, 2016 audited financial

statements.

($ in millions)

Annual Pro Forma Revenue

Page 8: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

8

Comprehensive Suite of Products

Premium suite of treatment tables and athletic

training equipment

Lower Extremities Upper Extremities

Lumbar / Lower Back Other

Comprehensive line of premium orthopedic

soft-goods with 30+ product categories Full line of physical therapy products

Page 10: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

10

Experienced Management Team

David Hausmann Jason Anderson

Mike Cronin Brian Baker

Division Presidents

VP, Operations(DOH: 3/17)

CIO(DOH: 2/18)

Controller(DOH: 1/18)

CFO(DOH: 10/16)

FP&A Analyst(DOH: 1/18)

President,

Hausmann

Co-Presidents, Bird

& CroninVP, Corporate

Development(DOH: 8/15)

President, Therapy

Products

Kelvyn Cullimore, Jr.Chief Executive Officer

Page 11: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

11

Organic Growth Opportunities

Management is pursuing a dynamic, multi-faceted growth strategy

Strengthening Domestic

Distribution

Strengthen distribution channels

Long Term Care initiative

Cross-selling opportunities

Marketing Initiatives

Digital marketing program

Direct to Consumer / Wellness Market

Leverage efforts across brands

Enhancing Product Offering

Exclusive distribution agreements

Product sourcing improvements

Private label initiatives

Page 12: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

12

Cost Synergy Opportunities

Leverage Corporate Overhead

Finance department integration

Regulatory Affairs and Quality

Assurance

Streamline Operations

New VP of Operations

Evaluating product duplication across

acquired facilities

Longer-term opportunities as we execute

on integration

Purchasing Synergies

Freight / shipping consolidation

Overseas container consolidation

Insurance and benefits

Page 13: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

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External Growth Opportunities

Consolidation of other small manufacturers in our core markets

Have identified opportunities in existing and adjacent markets

M&A Criteria:

– Products focused on existing or adjacent market segments to

leverage existing distribution channels

– Focused on acquiring manufacturers (although distributors also

possible)

– $5 to $30 million of revenue

– Gross margin accretive (driving toward target of >40%)

– Cash flow contribution by year two

– Good cultural fit

– Leverage the Prettybrook Partners network

Page 14: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

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Description Client Base

Provides access to large national accounts and

buying groups

Complementary products to sell into

Hausmann’s existing base of customers

Revenue increase without additional selling

costs in combined entity

Strategic Benefits Transaction Summary

Leveraged Prettybrook Partners in negotiation,

financing, and due diligence

Relationship built over decades with seller

Owner co-invested significant equity

Disciplined valuation

$14.8M in Revenue / $1.1M in EBITDA*

Hausmann is a leading manufacturer of

Physical Therapy and Athletic Training

equipment

Premium priced product with a reputation for

on-time delivery, high quality and excellent

customer service

Consistently profitable, private, family company

for over 60 years

M&A Execution: Hausmann Industries

_____________________

* Revenue and EBITDA from December 31, 2016 audited financial statements.

Page 15: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

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Description Client Base

Strategic Benefits Transaction Summary

M&A Execution: Bird & Cronin

Gross Margin and Adjusted EBITDA Margin

accretive

Opportunity to expand distribution of B&C

product into PT and AT channels

Possible operating synergies w/DYNT facilities

Strong management team with desire to

continue

Leveraged Prettybrook Partners in negotiation,

financing, and due diligence

Significant equity consideration by seller

Disciplined valuation

$24M in Revenue / $2.2M in EBITDA*

Bird & Cronin is a leading designer and

manufacturer of orthopedic soft goods and

specialty patient care products

Premium brand with a deep portfolio of branded

and private label products

Diverse customer base w/2,000+ customers

Consistently profitable, private, family company

_____________________

* Revenue and EBITDA from September 30, 2016 audited financial statements.

Page 16: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

16

Financial Overview

_____________________

(1) Gross Profit adjusted for inventory write-offs of $150k in 2016, and $315k in 2017.

(2) FY 2016 adjustments include severance, stock based compensation, and other one-time charges; 2017 adjustments include transaction costs,

stock based compensation, and other one-time charges; 2018 adjustments include transaction costs.

*These are non-GAAP financial measures.

Historical Financial Results

($ in millions)

Annual Growth of

4% to 6%

Margin of

>40%

Op Ex of

<30%

Adj. EBITDA of

>10%

Year Ended June 30, 6-Months Ended Corporate

2016 2017 Dec. 31, 2017 Objectives

Total Revenue $30.4 $35.8 $30.9

Revenue Growth YoY 4.4% 17.6% 83.0%

Gross Profit(1)

$10.5 $11.8 $10.1

Gross Margin (% of Revenue) 34.5% 33.1% 32.8%

SG&A $11.0 $12.1 $8.9

Research and Development 1.1 1.1 0.8

Total Operating Expenses $12.0 $13.2 $9.7

% of Revenue 39.6% 36.9% 31.5%

Operating Profit ($1.5) ($1.3) $0.4

Depreciation and Amortization $0.4 $0.6 $0.5

EBITDA ($1.1) ($0.8) $0.9

Adjustments(2)

$1.3 $0.9 $0.3

Adjusted EBITDA*

$0.2 $0.1 $1.2

Adjusted EBITDA (% of Revenue)*

0.7% 0.2% 4.0%

Page 17: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

17

Capitalization / Ownership Table

_____________________

(1) Convertible one for one. 8% annual dividend payable in cash or stock at Company preference.

(2) Convertible one for one. Contain no dividend or liquidation preferences, and have no redemption or voting rights.

(3) Weighted average exercise price for options and warrants of $3.14 and $2.75 respectively. Warrants are not calculated using the treasury

stock method. Cash proceeds if all options and warrants were exercised would generate ~$14.4 million. 1.5 million warrants are convertible

on a cashless basis.

Common Shares Outstanding 7,934,262

Convertible Preferred Stock - A(1)

2,000,000

Convertible Preferred Stock - B(1)

1,459,000

Convertible Preferred Stock - C(2) 1,440,000

Total Shares (Before Options & Warrants) 12,833,262

Total Options and Warrants(3)

6,905,490

Line of Credit $6,742,979

Less: Cash 3,652,342

Net Bank Debt as of 12/31/2017 $3,090,637

Page 18: Dynatronics Corporation...Leveraged Prettybrook Partners in negotiation, financing, and due diligence Significant equity consideration by seller Disciplined valuation $24M in Revenue

18

Investment Considerations

A leading publicly-traded manufacturer in highly

fragmented physical medicine market

Favorable market demographics driven by an

aging and more active population, healthcare

reform focus on “prehab” and rehab and need for

pain management alternatives

Well regarded and established brands: innovation

& quality

Two significant acquisitions to drive revenue

growth in 2018

Prettybrook Partners investment enables

transformational growth strategy