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DESTINY MEDIA TECHNOLOGIES INC

For the period ended Nov 30, 2024. Filed Jan 14, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 30, 2024 · Filed Jan 14, 2025

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Item 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

NotesNovember 30,2024August 31, 2024
(unaudited) · (audited)
ASSETS
Cash and cash equivalents3$1,526,761$1,481,582
Accounts receivable, net of allowance for doubtful accounts of $29,486 (August 31, 2024 - $41,334)8722,594681,146
Other receivables90,18982,585
Prepaid expenses51,72587,345
Deposits31,14432,347
Total current assets2,422,4132,365,005
Property and equipment, net41,086,8891,174,370
Intangible assets, net5119,463148,977
Total assets$3,628,765$3,688,352
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable$144,882$151,734
Accrued liabilities278,071328,801
Deferred revenue24,16442,399
Total current liabilities447,117522,934
Total liabilities447,117522,934
Stockholders' equity
Common stock, par value $0.001, authorized 20,000,000 shares.Issued and outstanding - 9,637,410 shares (August 31, 2024 - 9,637,410 shares)69,6379,637
Additional paid-in capital8,830,5448,819,785
Accumulated deficit(5,074,469)(5,192,609)
Accumulated other comprehensive loss(584,064)(471,395)
Total stockholders' equity3,181,6483,165,418
Total liabilities and stockholders' equity$3,628,765$3,688,352

Condensed Consolidated Statements of Comprehensive Income

For the three months ended November 30,
Notes20242023
Service revenue8$1,226,757$1,154,802
Cost of revenue
Hosting costs46,94128,273
Internal engineering support13,36517,070
Customer support75,73396,728
Third-party and transactions costs20,07621,347
156,115163,418
Gross margin1,070,642991,384
87.3%85.8%
Operating expenses
General and administrative151,329147,892
Sales and marketing230,558215,857
Product development412,044308,547
Depreciation and amortization4,5166,97981,098
960,910753,394
Income from operations109,732237,990
Other income
Interest and other income8,40811,526
Net income before income tax$118,140$249,516
Current income tax expense--
Net income$118,140$249,516
Foreign currency translation adjustments(112,669)(12,692)
Total comprehensive income$5,471$236,824
Net income per common share
Basic and diluted6(d)$0.01$0.02
Weighted average common shares outstanding:
Basic6(d)9,637,41010,010,534
Diluted6(d)9,824,12010,286,534

Condensed Consolidated Statements of Stockholders' Equity

Three Months Ended November 30, 2024 and 2023

Common stock
NotesSharesAmountAdditionalPaid-inCapitalAccumulatedDeficitAccumulatedOtherComprehensiveIncome (Loss)TotalStockholders'Equity
Balance, August 31, 202310,096,61010,0969,242,671(5,304,367)(474,759)3,473,641
Total comprehensive income---249,516(12,692)236,824
Stock-based compensation6(b)--13,805--13,805
Common shares retired6(a)(172,000)(172)(170,606)--(170,778)
Balance, November 30, 20239,924,6109,9249,085,870(5,054,851)(487,451)3,553,492
Common stock
NotesSharesAmountAdditionalPaid-inCapitalAccumulatedDeficitAccumulatedOtherComprehensiveIncome (Loss)TotalStockholders'Equity
Balance, August 31, 20249,637,4109,6378,819,785(5,192,609)(471,395)3,165,418
Total comprehensive income---118,140(112,669)5,471
Stock-based compensation6(b)--10,759--10,759
Balance, November 30, 20249,637,4109,6378,830,544(5,074,469)584,0643,181,648

Condensed Consolidated Statements of Cash Flows

For the three months endedNovember 30,
Notes20242023
Operating Activities
Net income$118,140$249,516
Adjustments to reconcile net income to net cash provided (used) in operations:
Depreciation and amortization4,5166,97981,098
Stock-based compensation6(b)10,75913,805
Allowance for doubtful accounts-578
Unrealized foreign exchange gain-(1,833)
Changes in non-cash working capital:
Accounts receivable(25,986)(152,051)
Other receivables(10,532)2,092
Prepaid expenses and deposits33,83520,789
Accounts payable(2,803)(55,411)
Accrued liabilities(40,335)37,325
Deferred revenue(16,967)(7,139)
Net cash provided by operating activities217,619188,769
Investing Activities
Development of software(92,647)(154,064)
Purchase of property, equipment, and intangibles4,5(4,333)(23,338)
Net cash used in investing activities(96,980)(177,402)
Financing Activity
Common stock repurchased for cancellation6(a)-(170,778)
Net cash used in financing activity-(170,778)
Effect of foreign exchange rate changes on cash and cash equivalents(775,460)(10,993)
Net increase (decrease) in cash and cash equivalents45,179(170,404)
Cash and cash equivalents, beginning of period1,481,5822,002,769
Cash and cash equivalents, end of period$1,526,761$1,832,365

**DESTINY MEDIA TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2024

NOTE 1. ORGANIZATION

Destiny Media Technologies Inc. (the "Company") was incorporated in August 1998 under the laws of the State of Colorado and the corporate jurisdiction was changed to Nevada effective October 8, 2014. The Company develops technologies that allow for the distribution over the internet of digital media files in either a streaming or digital download format. The technologies are proprietary. The Company operates out of Vancouver, BC, Canada and serves customers predominantly located in the United States, Europe, and Australia.

The Company's stock is listed for trading under the symbol "DSNY" on the OTCQB U.S. in the United States, under the symbol "DSY" on the TSX Venture Exchange (the "TSXV") and under the symbol "DME1.F" on the Berlin, Frankfurt, Xetra and Stuttgart exchanges in Germany.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries: Destiny Software Productions, Inc. ("DSNY"), MPE Distributions, Inc. ("MPE"), Tonality, Inc. ("Tonality"), and Sonox Digital Inc. ("Sonox"). All intercompany transactions have been eliminated on consolidation. All figures are in United States dollars unless otherwise stated.

The accompanying unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in conformity with generally accepted accounting principles in the U.S. ("U.S. GAAP"). The unaudited condensed consolidated financial statements presented in this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form 10-K filed with the SEC on November 21, 2024 (the "2024 Form 10-K"). The balance sheet as of August 31, 2024 was derived from audited consolidated financial statements included in the 2024 Form 10-K but these unaduited condensed consolidated financial statements does not include all disclosures required by U.S. GAAP for complete financial statements. The Company's significant accounting policies are described in Note 2 to those consolidated financial statements.

Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from these interim financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which in the opinion of management are necessary for a fair presentation of results of operations, financial condition, cash flows and stockholders' equity for the periods presented. Except as otherwise disclosed, all such adjustments are of a normal recurring nature.

Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make use of certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reported periods. The Company bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Significant estimates are related to expected credit losses for accounts receivable, the labour capitalized to software under development and computer software, the recoverability of long-term assets including property, equipment, and intangible assets, amortization expense, and valuation of stock-based compensation.

3. CASH AND CASH EQUIVALENTS

The Company's cash include cash in readily available checking accounts. The Company's cash equivalents consist of investments in mutual funds with a major Canadian financial institution that earn interest at variable interest rates ranging from 4.30% -4.90%.

4. PROPERTY AND EQUIPMENT, NET

Property and EquipmentCostAccumulatedAmortizationNet Book Value
Furniture and fixtures$127,522$(119,511)$8,011
Computer hardware316,824(278,308)38,516
Computer software1,843,907(803,545)1,040,362
Total property and equipment$2,288,253$(1,201,364)$1,086,889
Property and EquipmentCostAccumulatedAmortizationNet Book Value
Furniture and fixtures$132,444$(123,687)$8,757
Computer hardware325,845(285,808)40,037
Computer software1,796,786(671,210)1,125,576
Total property and equipment$2,255,075$(1,080,705)$1,174,370

During the three months ended November 30, 2024, the Company reclassified a total of $116,039 in salaries and wages from computer software under development (November 30, 2023 - $23,338).

Depreciation on property and equipment for the three months ended November 30, 2024 was $163,803 (November 30, 2023 - $77,472).

5. INTANGIBLE ASSETS, NET

Intangible Assets · Cost · AccumulatedAmortization · Net Book Value
Software under development$97,104$-$97,104
Patents, trademarks, and lists470,575(448,216)22,359
Total intangible assets$567,679$(448,216)$119,463
Intangible Assets · Cost · AccumulatedAmortization · Net Book Value
Software under development$124,678$-$124,678
Patents, trademarks, and lists486,579(462,280)24,299
Total intangible assets$611,257$(462,280)$148,977

During the three months ended November 30, 2024, the Company capitalized a total of $92,647 in salaries and wages related to software under development (November 30, 2023 - $177,402), out of this amount, $92,647 (November 30, 2023 - $23,338) was subsequently reclassified to Computer software assets as the projects were completed (Note 4).

Amortization on intangible assets for the three months ended November 30, 2024 was $3,176 (November 30, 2023 - $3,626).

6. STOCKHOLDERS' EQUITY

[a] Common stock issued and authorized

The Company is authorized to issue up to 20,000,000 shares of common stock, par value $0.001 per share.

During the three months ended November 30, 2024, the Company did not issue any common stock (November 30, 2023 -Nil). During the three months ended November 30, 2024, the Company did not repurchase nor and cancel any common shares (November 30, 2023 - repurchased and cancelled 172,000 common shares for $170,778).

[b] Stock option plans

Pursuant to the Company's 2015 Stock Option Plan (the "2015 Plan"),530,000 shares of common stock have been reserved for issuance. A total of 420,000 common shares remain eligible for issuance under the 2015 Plan. On February 18, 2022 the Company received shareholder approval for the 2022 Stock Option Plan (the "2022 Plan") (together with the 2015 Plan, the "Plans"), whereby 1,000,000 common shares are reserved for issuance. As of November 30, 2024,363,250 common shares remain eligible for issuance under the 2022 Plan.

The options generally vest over a range of periods from the date of grant, some are immediate, and others vest over 24 months. Any options that do not vest as the result of a grantee leaving the Company are forfeited and the underlying common shares are returned to the reserve. The options generally have a contractual term of five years.

Stock-Based Payment Award Activity

A summary of stock option activity under the Plans as of November 30, 2024, and changes during the period were the following:

Number of OptionsWeighted AverageExercise PriceWeightedAverageContractualTerm (Years)
Outstanding at August 31, 2023749,000$1.303.37
Granted20,000$1.154.61
Forfeited(46,122)$1.143.14
Expired(7,168)$1.013.47
Outstanding at August 31, 2024715,710$1.312.37
Forfeited(44,422)$1.142.89
Outstanding at November 30, 2024671,288$1.312.12
Exercisable at November 30, 2024619,847$1.381.88

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company's common stock for the options that were in-the-money as of November 30, 2024. As of November 30, 2024, the aggregate intrinsic value of outstanding and exercisable options was $6,908 and $4,027 respectively (November 30, 2023 - $37,920 and $8,400, respectively).

As of November 30, 2024, there was $125,580 (November 30, 2023 - $73,958) of total unrecognized compensation cost related to non-vested stock-based compensation awards. The unrecognized compensation cost is expected to be recognized over a weighted average period of 0.9 years (November 30, 2023 -0.96 years).

During the three months ended November 30, 2024 and 2023, the Company recorded $10,759 and $13,805 in non-cash stock-based compensation, respectively.

[c] Employee Stock Purchase Plan

The Company's 2011 Employee Stock Purchase Plan (the "ESPP") became effective on February 22, 2011. Under the ESPP, employees of the Company can contribute up to 5% of their annual salary into a pool which is matched equally by the Company in order to purchase the Company's common shares under certain terms. Directors can contribute a maximum of $12,500 each for a combined maximum annual purchase of $25,000. The maximum annual combined contributions will be $400,000. All purchases are made through TSXV by a third-party plan agent. The third-party plan agent is also responsible for the administration of the ESPP on behalf of the Company and the participants.

During the three months ended November 30, 2024, the Company recognized compensation expense of $14,467 (November 30, 2023 - $21,822) in salaries and wages on the condensed consolidated statement of comprehensive income in respect of the ESPP, representing the Company's employee matching of cash contributions to the ESPP. The shares were purchased on the open market at an average price of $0.84 (November 30, 2023 - $0.97). The shares are held in trust by the Company for a period of one year from the date of purchase. As of November 30, 2024,227,801 shares were held in trust by the Company.

[d] Earnings Per Share

Net income (loss) per common share (basic) is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Net income (loss) per common share (diluted) is calculated by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period, plus the dilutive effect of outstanding common share equivalents. This method requires that the dilutive effect of outstanding options and warrants issued be calculated using the treasury stock method. Under the treasury stock method, all common share equivalents have been exercised at the beginning of the period (or at the time of issuance, if later), and that the funds obtained thereby were used to purchase common shares of the Company at the average trading price of common shares during the period, but only if dilutive. The following table shows the computation of basic and diluted earnings per share for the three months ended November 30, 2024 and 2023:

Three Months Ended November 30,
20242023
Numerator:
Net Income$118,140$249,516
Denominator:
Weighted-average basic shares outstanding9,637,41010,010,534
Effect of dilutive stock options186,710276,000
Weighted-average diluted shares9,824,12010,286,534
Basic and diluted earnings per share$0.01$0.02

470,750 stock options were excluded from the computation of diluted earnings per share for the three months ended November 30, 2024 because their effect would have been antidilutive.

7. COMMITMENTS AND CONTINGENCIES

The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company's financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements.

On September 5, 2017, the Company's former President and Chief Executive Officer filed a Notice of Civil Claim in the Supreme Court of British Columbia against the Company, its subsidiaries, independent directors, and current Chief Executive Officer, claiming damages for conspiracy, breach of contract, wrongful dismissal, defamation and aggravated and punitive damages. The Company believes the claims are without merit and is defending itself against the claims. The quantum of loss, if any, is not determinable at this time and management believes it is unlikely that the outcome of this matter will have an adverse impact on its results of operations, cash flows and financial condition.

8. CONCENTRATIONS, ECONOMIC DEPENDENCE AND SEGMENTS

The Company operates solely in the digital media software segment and all revenue from its products and services are made in this segment.

Revenue from external customers earned during the three months ended November 30, 2024 and 2023, by product and location of customer, was as follows:

Three Months Ended November 30,
20242023
Play MPE®
North America$608,575$639,027
Europe562,054460,422
Australasia51,37849,665
Africa4,7505,688
Total Play MPE®$1,226,757$1,154,802

Revenue presented above is based on location of the customer's billing address. Some of these customers have distribution centers located around the globe and distribute around the world. During the three months ended November 30, 2024, the Company generated 43% of total revenue from one customer (November 30, 2023 -39%).

As at November 30, 2024, one customer represented $554,589 (or 55%) of the trade receivables balance (August 31, 2024, one customer represented $520,089 (or 60%)).

The Company has substantially all its assets in Canada and its current and planned future operations are, and will be, located in Canada.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.