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EX-32.1 - EXHIBIT 32.1 - DESTINY MEDIA TECHNOLOGIES INCexhibit32-1.htm
EX-31.2 - EXHIBIT 31.2 - DESTINY MEDIA TECHNOLOGIES INCexhibit31-2.htm
EX-31.1 - EXHIBIT 31.1 - DESTINY MEDIA TECHNOLOGIES INCexhibit31-1.htm

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 February 29, 2020

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _____ to _____


Commission File Number    0-28259             

DESTINY MEDIA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

NEVADA

 

84-1516745

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

1110 - 885 West Georgia Street,

 

 

Vancouver, British Columbia, Canada

 

V6C 3E8

(Address of principal executive offices)

 

(Zip Code)

 

 

 

604-609-7736

(Registrant's telephone number, including area code)

 


(Former name, former address and former fiscal year, if changes since last report)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes  [  ] No

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

Large accelerated filer [ ]

        Accelerated filer                          [ ]         

Non-accelerated filer [ ]

Smaller reporting company        [X]

Emerging growth company [ ]

 




 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

[  ] Yes  [  ] No

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) 

[  ]Yes  [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant's common stock, par value $0.001, as of April 12, 2020 was 11,002,775.


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.


Condensed Consolidated Interim Financial Statements

Destiny Media Technologies Inc.
(Unaudited)
February 29, 2020
(Expressed in United States dollars)


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(Expressed in United States Dollars)
Unaudited

As at,   February 29,     August 31,  
 
    2020     2019  
    $     $  
             
ASSETS            
Current            
Cash and cash equivalents   1,050,177     2,512,138  
Short-term investments [note 3]   1,129,382     380,056  
Accounts receivable, net of allowance for doubtful accounts of $9,853, [August 31, 2019 – $10,106]   567,916     332,271  
Other receivables   9,825     14,240  
Prepaid expenses   69,965     77,067  
Total current assets   2,827,265     3,315,772  
Deposits   33,472     33,716  
Property and equipment, net [note 4]   238,934     260,907  
Intangible assets, net [note 4]   21,184     24,695  
Right of use asset [note 5]   501,483      
Total assets   3,622,338     3,635,090  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY            
Current            
Accounts payable   246,156     132,451  
Accrued liabilities   256,679     303,470  
Deferred leasehold inducement       46,774  
Deferred revenue   7,014     23,388  
Current portion of operating lease liability [note 7]   219,894      
Total current liabilities   729,743     506,083  
Operating lease liability, net of current portion [note 7]   333,407      
Total liabilities   1,063,150     506,083  
             
Commitments and contingencies [notes 7 and 8]            
             
Stockholders’ equity            
Common stock, par value $0.001 [note 6]            
Authorized: 20,000,000 shares            
Issued and outstanding: 10,450,656 shares [August 31, 2019 – issued and outstanding 11,000,796 shares]   10,451     11,001  
Additional paid-in capital [note 6]   9,338,308     9,850,348  
Accumulated deficit   (6,384,156 )   (6,340,483 )
Accumulated other comprehensive loss   (405,415 )   (391,859 )
Total stockholders’ equity   2,559,188     3,129,007  
Total liabilities and stockholders’ equity   3,622,338     3,635,090  

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

(Expressed in United States dollars)

Unaudited

    Three Months     Three Months     Six Months     Six Months  
    Ended     Ended     Ended     Ended  
    February 29,     February 28,     February 29,     February 28,  
    2020     2019     2020     2019  
    $     $     $     $  
                         
Service revenue [note 10]   806,729     879,364     1,852,585     1,863,383  
                         
Cost of revenue                        
Hosting costs   15,839     29,251     42,456     59,208  
Internal engineering support   6,516     6,916     13,363     14,287  
Customer support   36,351     28,030     75,722     56,277  
Third Party and transactions costs   10,414     9,415     22,861     20,010  
    69,120     73,612     154,402     149,782  
                         
Gross Margin   737,609     805,752     1,698,183     1,713,601  
                         
Operating expenses                        
General and administrative   216,094     206,203     435,597     396,864  
Sales and marketing   362,400     222,746     646,156     433,392  
Product development   287,752     282,895     607,726     555,056  
Depreciation and amortization   35,478     19,711     67,550     40,335  
    901,724     731,555     1,757,029     1,425,647  
                         
Income (loss) from operations   (164,115 )   74,197     (58,846 )   287,954  
                         
Other income                        
Interest income   8,110     6,522     14,477     12,921  
Other income   674         696     34  
Net income (loss)   (155,331 )   80,719     (43,673 )   300,909  
                         
Other comprehensive income (loss)                        
Foreign currency translation adjustments   (15,108 )   29,232     (13,556 )   (19,853 )
                         
Total comprehensive income (loss)   (170,439 )   109,951     (57,229 )   281,056  
                         
Net income (loss) per common share,                        
basic and diluted   (0.01 )   0.01     (0.00 )   0.03  
                         
Weighted average common shares outstanding:                        
  Basic and diluted   10,629,438     11,002,775     10,665,834     11,002,775  

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Expressed in United States dollars)

Unaudited

Three months ended February 29, 2020 and February 28, 2019

                            Accumulated        
                Additional           other     Total  
    Common stock      paid-in     Accumulated     comprehensive     stockholders’  
    Shares #     Amount     Capital     Deficit     Loss      equity  
          $     $     $     $     $  
Balance, November 30, 2019   10,702,041     10,702     9,576,694     (6,228,825 )   (390,307 )   2,968,264  
Total comprehensive loss               (155,331 )   (15,108 )   (170,439 )
Stock based compensation [note 6]             2,697             2,697  
Common shares retired   (251,385 )   (251 )   (241,083 )           (241,334 )
Balance, February 29, 2020   10,450,656     10,451     9,338,308     (6,384,156 )   (405,415 )   2,559,188  
                                     
Balance, November 30, 2018   11,002,775     11,003     9,822,729     (6,731,071 )   (402,727 )   2,699,934  
Total comprehensive income               80,719     29,232     109,951  
Stock based compensation [note 6]           12,054             12,054  
Balance, February 28, 2019   11,002,775     11,003     9,834,783     (6,650,352 )   (373,495 )   2,821,939  

See accompanying notes


Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Expressed in United States dollars)

Unaudited

Six months ended February 29, 2020 and February 28, 2019

                            Accumulated        
                Additional           other     Total  
    Common stock      paid-in     Accumulated     comprehensive     stockholders’  
    Shares     Amount     capital     Deficit     loss     equity
 
    #     $     $     $     $     $  
Balance, August 31, 2019   11,000,796     11,001     9,850,348     (6,340,483 )   (391,859 )   3,129,007  
Total comprehensive income               (43,673 )   (13,556 )   (57,229 )
Stock based compensation [note 6]           20,633             20,633  
Common shares retired   (550,140 )   (550 )   (532,673 )           (533,223 )
Balance, February 29, 2020   10,450,656     10,451     9,338,308     (6,384,156 )   (405,415 )   2,559,188  
                                     
Balance, August 31, 2018   11,002,775     11,003     9,810,676     (6,951,261 )   (353,642 )   2,516,776  
Total comprehensive income               300,909     (19,853 )   281,056  
Stock based compensation [note 6]           24,107             24,107  
Balance, February 28, 2019   11,002,775     11,003     9,834,783     (6,650,352 )   (373,495 )   2,821,939  

See accompanying notes



Destiny Media Technologies Inc.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF

CASH FLOWS
(Expressed in United States dollars)

Six months ended February 29, 2020 and February 28, 2019

    2020       2019  
    $       $  
               
OPERATING ACTIVITIES              
Net income (loss)   (43,673 )     300,909  
Items not involving cash:              
Depreciation and amortization [note 4]   67,550       40,335  
Stock-based compensation   20,633       24,107  
Deferred leasehold inducement         (1,458 )
Unrealized foreign exchange gain   (7,927 )     (12,593 )
Changes in non-cash working capital:              
Accounts receivable   (240,907 )     30,016  
Other receivables   4,386       4,851  
Prepaid expenses and deposits   6,646       (225 )
Accounts payable   57,321       78,859  
Accrued liabilities   13,350       (18,106 )
Deferred revenue   (16,399 )     (13,035 )
Operating lease liability   5,447        
Net cash provided by (used in) operating activities   (133,573 )     433,660  
               
INVESTING ACTIVITIES              
Purchase of short-term investments, net   (753,185 )      
Purchase of property, equipment and intangibles   (43,666 )     (64,284 )
Net cash used in investing activities   (796,851 )     (64,284 )
               
FINANCING ACTIVITY              
Repurchase of common stock for retirement   (533,223 )      
Net cash used in investing activity   (533,223 )      
               
Effect of foreign exchange rate changes on cash   1,686       (7,879 )
               
Net increase (decrease) in cash and cash equivalents   (1,461,961 )     361,497  
Cash and cash equivalents, beginning of period   2,512,138       1,097,434  
Cash and cash equivalents, end of period   1,050,177       1,458,931  
               
Supplementary disclosure              
Interest paid          
Income taxes paid          

See accompanying notes


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

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 and under the symbol “DME” on the Berlin, Frankfurt, Xetra and Stuttgart exchanges in Germany.

Effective September 13, 2019, the Company effected a reverse stock split on the basis of 5:1. As such, the Company’s authorized common stock was decreased from 100,000,000 shares of common stock, par value $0.001 to 20,000,000 shares of common stock, par value $0.001 and all shares of common stock issued and outstanding were decreased on the basis of one new share for each five old shares. These consolidated financial statements give retroactive effect to such reverse stock split and all share and per share amounts have been adjusted accordingly.

2. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States for interim financial information pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended February 29, 2020 are not necessarily indicative of the results that may be expected for the year ended August 31, 2020.

The balance sheet at August 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for annual financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended August 31, 2019.

1


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

3. SHORT TERM INVESTMENTS

The Company’s short-term investments consists of one-year Guaranteed Investment Certificates with a major Canadian financial institution that earn interest at variable interest rates ranging from 2.15% – 2.36%.

4. PROPERTY AND EQUIPMENT AND INTANGIBLES

          Accumulated     Net book  
    Cost     amortization     value  
    $     $     $  
February 29, 2020                  
Property and equipment                  
Furniture and fixtures   134,331     110,091     24,240  
Computer hardware   251,532     206,700     44,832  
Computer software   380,957     259,602     121,355  
Leasehold improvement   159,536     111,029     48,507  
    926,356     687,422     238,934  
Intangibles                  
Patents, trademarks and lists   428,303     407,119     21,184  

          Accumulated     Net book  
    Cost     amortization     value  
August 31, 2019   $     $     $  
Property and equipment                  
Furniture and fixtures   134,432     107,304     27,128  
Computer hardware   242,736     198,990     43,746  
Computer software   354,090     223,387     130,703  
Leasehold improvements   159,815     100,485     59,330  
    891,073     630,166     260,907  
Intangibles                  
Patents, trademarks and lists   421,520     396,825     24,695  

Depreciation and amortization for the six months ended February 29, 2020 was $67,550 (2019: $40,335)

2


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

5. RIGHT OF USE ASSET

On adoption of ASC 842, Lease Accounting, the Company recognized right-of-use assets, and a corresponding increase in lease liabilities (note 7), in the amount of $660,185 which represented the present value of future lease payments using a discount rate of 8% per annum. The Company adopted the modified retrospective approach on adopting ASC 842 and accordingly the adoption was made effective September 1, 2019, with no restatement of the prior year comparatives.

During the six months ended February 29, 2020, the Company recorded a lease expense of $107,457 related to the depreciation of right-of-use assets. Amortization of the deferred lease inducement of $5,447

Supplemental cash flow information related to the lease was as follows:

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 126,265  
Right-of-use assets obtained in exchange for lease obligations:      
Operating lease $ 501,483  
Weighted-average discount rate – operating leases   8%  

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.

Effective September 16, 2019, the Company commenced a Normal Course Issuer Bid, pursuant to which the Company may purchase up to a maximum of 550,140 common shares, through the TSX Venture Exchange (the “TSX”) at the market price at the time of purchase, subject to daily limits and compliance with the applicable rules of the TSX and Canadian securities laws. During the six months ended February 29, 2020, the Company repurchased and cancelled 550,140 common shares for $533,223.

[b] Stock option plans

The Company has a stock option plan, namely the 2015 Stock Option Plan (the “Plan”), under which up to 530,000 shares of common stock, has been reserved for issuance. A total of 180,000 common shares remain eligible for issuance under the Plan. The options generally vest over a range of periods from the date of grant, some are immediate, and others are 12 or 24 months. Any options that do not vest as the result of a grantee leaving the Company are forfeited and the common shares underlying them are returned to the reserve. The options generally have a contractual term of five years.

3


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

6. STOCKHOLDERS’ EQUITY (cont’d.)
[b] Stock option plans (cont’d.)

Stock-Based Payment Award Activity

A summary of stock option activity under the Plans as of February 29, 2020, and changes during the period then ended is presented below:

                Weighted        
          Weighted     Average     Aggregate  
          Average     Remaining     Intrinsic  
          Exercise Price     Contractual     Value  
Options   Shares     $     Term     $  
Outstanding at August 31, 2019   290,000     1.94     2.96      
Granted   140,000     1.36     5.00      
Forfeited   (80,000 )   1.86     1.22      
Outstanding at February 29, 2020   350,000     1.41     3.36      
Exercisable at February 29, 2020   191,250     1.49     1.51      

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 at February 29, 2020.

The following table summarizes information regarding the non-vested options outstanding as of February 29, 2020 and changes during the period then ended:

          Weighted  
          Average  
          Grant Date  
    Number of Options     Fair Value  
          $  
Non-vested options at August 31, 2019   30,000     0.38  
Granted   140,000     0.49  
Vested   (11,250 )   0.33  
Non-vested options at February 29, 2020   158,750     0.48  

As of February 29, 2020, there was $57,341 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 1.58 years.

4


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

6. STOCKHOLDERS’ EQUITY (cont’d.)
[b] Stock option plans (cont’d.)

On October 3, 2019, the Company adjusted the exercise price of 140,000 employee stock options previously issued to certain employees to $1.00. The incremental fair value recorded on modification was $10,331, and determined using the Black-Scholes option-pricing model with the following assumptions weighted average volatility 146%, discount rate 1.7%, and weighted average life of 3.27 years.

During the six months ended February 29, 2020, the total stock-based compensation expense of $20,633 (2019: $24,107) is reported in the statement of comprehensive income as follows:

 

    2020     2019  
    $     $  
Stock-based compensation            
General and administrative   6,336     14,303  
Sales and marketing   8,858     4,902  
Product development   6,252     4,902  
Total stock-based compensation   20,633     24,107  

Valuation Assumptions

The fair value of each option award is estimated on the date of grant using the Black-Scholes option- pricing model based on the following assumptions:

    2020     2019  
             
Expected term of stock options (years)   3.25     2.94  
Expected volatility   116.2%     87.1%  
Risk-free interest rate   1.3%     1.6%  
Dividend yields        
Weighted average grant date fair value $ 0.49   $ 0.35  

Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the options is based on US Treasury bill rates in effect at the time of grant.

5


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

6. STOCKHOLDERS’ EQUITY (cont’d.)
[b] Stock option plans (cont’d.)

[c] Employee Stock Purchase Plan

The Company’s 2011 Employee Stock Purchase Plan (the “Plan”) became effective on February 22, 2011. Under the Plan, employees of the Company are able to contribute up to 5% of their annual salary into a pool which is matched equally by the Company in order to purchase Company shares under certain terms. Directors are able to 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 the Toronto Stock Exchange by a third-party plan agent. The third-party plan agent is also responsible for the administration of the Plan on behalf of the Company and the participants.

6. STOCKHOLDERS’ EQUITY (cont’d.)
[c] Stock option plans (cont’d.)

During the six months ended February 29, 2020, the Company recognized compensation expense of $32,422 (2019 – $22,650) in salaries and wages on the consolidated statement of comprehensive income in respect of the Plan, representing the Company’s employee matching of cash contributions to the Plan. The shares were purchased on the open market at an average price of $1.00 (2019: $1.10). The shares are held in trust by the Company for a period of one year from the date of purchase.

7. COMMITMENTS

The Company has entered into a lease agreement expiring June 30, 2022 for office premises consisting of approximately 6,550 square feet. The Company is committed to lease payments as follows:

Fiscal year ending August 31,   $  
2020   127,594  
2021   259,718  
2022   221,578  
Total lease payments payable   608,890  
Less amounts representing interest   (55,589 )
Total operating lease liability   553,301  
Less current portion of operating lease liability   (219,894 )
Long term portion of operating lease liability   333,407  

6


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

7. COMMITMENTS (cont’d.)

During the six months ended February 29, 2020 the Company incurred depreciation expense of $117,269 (2019 –rent expense $123,133) in connection with its office premises lease, which has been allocated between general and administrative expenses, research and development and sales and marketing on the consolidated statement of comprehensive income (loss). Amounts representing interest of $28,216 were recognized during the six-month period ended February 29, 2020 (2019 – nil).

8. 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.

9. NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in this Update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The FASB has also issued ASU No. 2018-11 “Leases (Topic 842): Targeted Improvements and ASU 2019-01 “Leases Codification Improvements Codification improvements to Topic 842 (leases)”, which provides narrow amendments to clarify how to apply certain aspects of the new lease standard.

7


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

9. NEW ACCOUNTING PRONOUNCEMENTS (cont’d.)

Recently Adopted Accounting Standards (cont’d.)

The Company adopted ASU No. 2016-02 as of September 1, 2019 using the modified retrospective approach wherein entities are permitted to apply the new lease standard at adoption date with no effect to the opening balance of retained earnings in the period of adoption. Accordingly, all periods prior to September 1, 2019 were presented in accordance with the previous ASC Topic 840, Leases, with no retrospective adjustments to the comparative periods presented.

In accordance with ASC Topic 842, Leases, the Company determines, at the inception of a contract, if the arrangement is a lease and whether it meets the classification criteria for a finance or operating lease. Right of use (ROU) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of fixed lease payments over the lease term. ROU assets also include any advance lease payments and are net of lease incentives. Where the operating leases do not provide an implicit rate, the Company estimates its incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. Finance lease agreements generally include an interest rate that is used to determine the present value of future lease payments. Operating fixed lease expense and finance lease depreciation expense are recognized on a straight-line basis over the lease term.

Further, as permitted by the standard, the Company made an accounting policy election to not record right of use assets or lease liabilities with a term of 12 months or less. Instead, consistent with legacy accounting guidance, the Company will recognize payments for such leases in the consolidated statement of comprehensive income/(loss) on a straight-line basis over the lease term.

The adoption of this standard on September 1, 2019, resulted in the recognition of additional assets of $660,185 and liabilities of $660,185 upon adoption on its accompanying condensed consolidated balance sheet. The new standard did not have a material impact on the Company’s results of operations or cash flows.

8


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

10. CONCENTRATIONS AND ECONOMIC DEPENDENCE

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, by product and location of customer, is as follows:

    Three Months Ended     Six Months Ended  
    February 29     February 28     February 29     February 28  
    2020     2019     2020     2019  
    $     $     $     $  
Play MPE®                        
                         
North America   305,697     345,556     790,929     800,780  
Europe   447,967     439,269     910,397     869,265  
Australasia   48,259     73,963     130,837     158,170  
Total Play MPE®   801,923     858,787     1,832,163     1,828,215  
                         
Clipstream ®                        
North America   4,806     20,577     20,422     35,169  
Total revenue   806,729     879,364     1,852,585     1,863,383  

Revenue in the above table 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 six months ended February 29, 2020, the Company generated 44% of total revenue from one customer [2019 - 42%].

It is in management’s opinion that the Company is not exposed to significant credit risk.

As at February 29, 2020, two customers represented $371,577 (65%) of the trade receivables balance [August 31, 2019, two customers represented $233,549 (70%)].

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

11. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the current period's presentation. These reclassifications did not affect prior periods' net earnings.

9


Destiny Media Technologies Inc.

NOTES TO CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

February 29, 2020

12. SUBSEQUENT EVENTS

In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.

10


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

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with the accompanying financial statements and notes thereto included within this Quarterly Report on Form 10-Q.  In addition to historical information, the information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. 

In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors described in this Quarterly Report, including the risk factors under "Item 1A. Risk Factors." of part II, and, from time to time, in other reports the Company files with the Securities and Exchange Commission. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements or disclose any difference between its actual results and those reflected in these statements. Such information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

OVERVIEW AND CORPORATE BACKGROUND

Destiny Media Technologies Inc. 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. We carry out our business operations through our wholly owned subsidiary, Destiny Software Productions Inc., a British Columbia company that was incorporated in 1992, MPE Distribution, Inc. a Nevada company that was incorporated in 2007 and Sonox Digital Inc. incorporated under the Canada Business Corporations Act in 2012. The "Company", "Destiny Media", "Destiny", "we" or "us" refers to the consolidated activities of all four companies.

Our principal executive office is located at Suite 1110, 885 West Georgia Street, Vancouver, British Columbia V6C 3E8. Our telephone number is (604) 609-7736 and our facsimile number is (604) 609-0611.

Our common stock trades on TSX Venture Exchange in Canada under the symbol "DSY", on the OTCQB U.S. ("OTCQB") under the symbol "DSNY", and on various German exchanges (Frankfurt, Berlin, Stuttgart and Xetra) under the symbol DME, WKN 935 410.

Our corporate website is located at http://www.dsny.com.

OUR PRODUCTS AND SERVICES

Destiny develops and markets software as a service (SaaS) solutions that solve critical problems in digital distribution and promotion for businesses in the music industry.  The core of our business is Play MPE®, a promotional music marketing and digital distribution service. Play MPE® is a service for promoting and securely distributing broadcast quality audio, video, images, promotional information and other digital content through the internet. The system is currently used by the recording industry for transferring pre-release broadcast quality music, radio shows, and music videos to trusted recipients such as radio stations, media reviewers, VIP's, DJ's, film and TV personnel, sports stadiums and retailers.

Play MPE®

Play MPE® is a two sided marketplace platform that enables music labels and artists to create and distribute promotional content and musical assets on the one side, and music broadcasting professionals, music curators and music reviewers to discover, listen to, download and consume, on the other.  Play MPE® is a cloud-based enterprise SaaS product.

Typically, record labels and artists promote new music through the presentation of broadcast quality audio, video, images, promotional information, industry required meta data, and other digital content.  The presentation of this promotional material is catered to music curators who can expose that music to a larger consumer audience through broadcasts (examples include radio, internet radio, streaming services, DJs etc.) or publicity and media destinations. The system is also used to promote music and artists to label A&R teams, and music supervisors (who work with TV/movie producers to recommend musical content to accompany video productions).


Broadcast play of music provides revenue directly to record labels and artists through royalties and indirectly through sales, concerts / live performances, merchandise sales etc. as the profile and popularity of the musical work and artist increase. Effective marketing is critical in growing the popularity of a song or an artist and thereby revenue for a particular artist. Play MPE® is a critical step in this process. Easy-to-use and collaborative tools on the player side (music curator side) improves activity which improves the likelihood that a particular track obtains broadcast play. Feedback of recipient activity provides valuable information to record labels improving data centric marketing decision making.

Our customers range from small independent artists, small to large independent record labels ("Indies"), to promoters, and to the world's largest record labels (the "Major Record Labels") (Universal Music Group, Warner Music Group and Sony Music Entertainment).  Our Major Record Label clients have offices around the world and typically represent the world's largest recording artists.  All three Major Record Labels, and thousands of Indies use Play MPE® for promotional distribution.

Play MPE® provides a wide array of features which provide efficient access to a promotional hub of activity.  Client characteristics determine which features are of greater interest with the active promotional recipients being of common interest to all clients. Major Labels can take advantage of the platform's more powerful and efficiency producing features including tiered rights, permissions-based user profiles, integration with database archives, release sharing with foreign territories etc.  For example, some customer staff may manage assets (album cover imagery, music videos, the raw music, promotional information and other metadata), while others manage hierarchical permission-based lists of recipients.  These more powerful features are unique to the Play MPE® platform. 

The release dates for music can be dependent on the territory and, where administrative settings permit, local promotions staff may generate a localized distribution of the song with modified marketing information in the local language. Local staff may select pre-existing assets from the system and combine them together with a local recipient lists to form a "send". Our customers also choose the level of access for the recipients assigned to the release by designating whether the release can be streamed, downloaded, exported into an unlocked digital format or burned to a CD. 

While many clients are set up to manage and upload recipient lists, many rely on the proprietary lists provided within the service.  Our staff manages lists of recipients in various formats and geographies and those lists are made available to our customers using the Play MPE® system. The Play MPE® system provides Play MPE® staff with the feedback and resources necessary to manage and maintain this network of recipients, which is not available with physical distribution or by smaller competitors.  Customers select lists of recipients within the proprietary network based on music format and geography. 

All exported songs are marked in real time with Destiny's watermark technology, which has received three US patents and a number of analogous patents globally. From information provided by Play MPE®, songs appearing on the internet can be scanned by the International Federation of the Phonographic Industry's ("IFPI"). Headquartered in London, UK, the IFPI is the organization that represents the interests of the recording industry worldwide and one of its missions is to safeguard the rights of record producers. IFPI web crawlers visit torrents, peer to peer networks and websites searching for unauthorized content. When problem files are identified, the IFPI can run proprietary software to identify Play MPE®'s unique watermark to identify the originating source.

After the content is released, all activity by the recipient is logged in real time, providing record labels and promotions staff real time detail on which songs are accessed, streamed, downloaded and exported. This information provides valuable feedback in real time to marketing and promotions staff who can cater their programs appropriately. Recipients receive a custom library of available tracks and are able to repeat the download if music is lost. 

Play MPE® browser-based tools are accessible on any computer without installation, access to both Mac and PC users. The tool provides release sharing capabilities, to facilitate faster more user-friendly sharing of assets by our global label customers. Finally, it also allows for easy translation into multiple languages to accelerate international expansion.

We continue to invest in additional development of Play MPE® Version 8 and related tools and applications. In December 2019, the Company announced the new "localization" capability of the sending side of the Play MPE® platform.  This feature supports easy translation of the platform.  The Company then added Spanish, German, Japanese and French to the sending side software.  The Company believes these language translations will facilitate global expansion of the Play MPE® platform.


In January 2020, the Company announced an improved recipient side platform for Play MPE® which has added advanced recipient authentication, improved song search capabilities, and content management features all designed to increase recipient side functionality and ease of use.  These features are designed to increase song discovery and activity within the Play MPE® platform.

Clipstream®

The Company also has a legacy business, Clipstream®, in the online video industry for which it is pursuing strategic alternatives. The Clipstream® Online Video Platform (OVP) is a self-service system, for encoding, hosting and reporting on video playback which can be embedded in third party websites or emails. Playback is currently through the Company's proprietary JavaScript codec engine, which is only available on the internet through the Company.  The unique software-based approach to rendering video, is protected by over two dozen patents claiming initial priority to 2011.  This product is has incidental revenues and is not supported or marketed.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 29. 2020 AND FEBRUARY 28, 2019

Revenue

Total revenue for the six months ending February 29, 2020 declined by less than 1% ($1,852,585 in 2020 - $1,863,383 in 2019) due to the decline in Clipstream related revenue which now represents approximately 1% of the Company's revenue.  Play MPE® revenue, which represents all other revenue of the Company (approximately 99%) increased by less than 1%.

Total revenue for the three-month period ended February 29, 2020 declined by $72,635 over the comparable quarter in fiscal 2019, to $806,729 (2019 - $879,364).  Foreign exchange did not significantly impact revenue for either the three or six month periods.  The decline in Play MPE® revenue realized during our second quarter is primarily a temporary adjustment as we renew agreements in the United States.

In late January 2020, Play MPE® launched in Canada with Universal Music Canada (UMC) distributing all releases through the Play MPE® platform.  Concurrently, several major independent record labels and a second major record label started distributing releases through Play MPE® under trial arrangements.  With the greater content available within the Play MPE® platform, recipient side activity within Play MPE® has grown substantially and user reception has been very positive.  Play MPE® will continue to expand usage on both sides of the platform prior to negotiating commercial agreements and commencing revenue generation.  The Company expects revenue to commence during the fiscal year.   

Operating Expenses

Overview

As our technologies and products are developed and maintained in-house, the majority of our expenditures are on salaries and wages and associated expenses such as office space, supplies and benefits. Our operations are primarily conducted in Canada and therefore, our costs are primarily incurred in Canadian dollars while our revenues are primarily denominated in Euros and US dollars. Thus, operating expenses and the results of operations are impacted, to the extent they are not hedged, by the rise and fall of the relative values of the Canadian dollar to these currencies. The Company maintains a large portion of its financial reserves in Canadian dollars to mitigate the downside risk of adverse exchange rates on its operating expenditures.

Operating costs during the six-month period ended February 29, 2020 increased by 23.2% to $1,757,029 (2019 - $1,425,647). The increase in costs was primarily the result of non-recurring (one-time) costs associated with staff restructuring, professional fees associated with the Company's Normal Course Issuer Bid (NCIB) repurchase of the 5% of the Company's shares, professional fees associated with the share consolidation.  Additionally, the Company added staffing designed to increase the speed and quality of product enhancements and added to business development staffing to increase the speed of revenue growth. 



General and administrative   29-Feb     28-Feb              
      2020     2019              
      (6 months)     (6 months)     Change     Change  
      $     $     $     %  
  Bad debt   -     3,576     (3,576 )   -100.0%  
  Office and miscellaneous   89,180     93,209     (4,029 )   -4.3%  
  Foreign exchange (gain)/loss   12,089     5,963     6,126     102.7%  
  Professional fees   125,360     80,368     44,992     56.0%  
  Rent   11,733     16,816     (5,083 )   -30.2%  
  Telecommunications   1,058     1,628     (570 )   -35.0%  
  Travel   4,137     3,533     604     17.1%  
  Wages and benefits   192,040     191,771     269     0.1%  
      435,597     396,864     38,733     9.8%  

Our general and administrative expenses consist of salaries and related personnel costs including overhead, office rent, and general office supplies. General and administrative costs also include professional fees and general travel expenditures. The increase in professional fees is the result of professional fees associated with staff restructuring, share consolidation and share repurchase activities.  This increase is non-recurring.

Sales and marketing   29-Feb     28-Feb              
      2020     2019              
      (6 months)     (6 months)     Change     Change  
      $     $     $     %  
  Advertising and marketing   74,562     46,720     27,842     59.6%  
  Rent   67,582     50,405     17,177     34.1%  
  Telecommunications   6,906     8,913     (2,007 )   -22.5%  
  Wages and benefits   497,106     327,354     169,752     51.9%  
      646,156     433,392     212,764     49.1%  

Sales and marketing expenses consist of salaries and related personnel costs including overhead, office rent, and telecommunications costs.  Sales and marketing expenses also include advertising and marketing expenditures, which consist of promotional materials, online or print advertising, business development tools, and marketing or business development related travel costs including attendance at conference or trade shows, and record label and client visits. The increase in staffing costs primarily relates to one time charges associated with staff restructuring.  Wages also increased over the prior year through additional staff designed to grow and enhance business development activities. The increase in advertising and marketing expenses is related to increase travel expenditures for our staff to attend label visits and industry events.

Product Development   29-Feb     28-Feb              
      2020     2019              
      (6 months)     (6 months)     Change     Change  
      $     $     $     %  
  Rent   54,615     55,913     (1,298 )   -2.3%  
  Software services   32,334     17,467     14,867     85.1%  
  Telecommunications   32,289     42,486     (10,197 )   -24.0%  
  Wages and benefits   488,488     439,190     49,298     11.2%  
      607,726     555,056     52,670     9.5%  


Product development costs consist primarily of salaries and related personnel costs including overhead and consulting fees with respect to product development and deployment. The increase in wages and benefits is related to an increase in staffing in product development during the quarter. The Company has also restructured the use of external hosting services resulting in a permanent decline in costs with no reduction in system reliability or capabilities. 

Depreciation and Amortization

Depreciation and amortization expense increased to $67,550 for the six-month period ended February 29, 2020 from $40,335 for the period ended February 28, 2019, an increase of 67.5% due to an increase in computer software costs associated with externally developed Play MPE® recipient player applications.

Other earnings and expenses

Interest income was $14,477 for the six-month period ended February 29, 2020 (2019: $12,921) and is derived from one-year Guaranteed Investment Certificates.

Net income

During the six-month period ended February 29, 2020 we had net loss of $43,673 (2019 - $300,909 net income). Overall, a modest decline in revenue was accompanied by increased spending on staffing and marketing and advertising costs, as discussed above.

For the three-month period ended February 29, 2020, adjusted EBITDA was ($126,136) (2019 - EBITDA $105,239).  Adjusted EBITDA is not defined under generally accepted accounting principles ("GAAP") and it may not be comparable to similarly titled measures reported by other companies. We used Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe Adjusted EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to Adjusted EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments. The following is a reconciliation of net income (loss) from operations to Adjusted EBITDA over the eight most recently completed fiscal quarters:

    2020 Q2     2020 Q1     2019 Q4     2019 Q3     2019 Q2     2019 Q1     2018 Q4     2018 Q3  
    $     $     $     $     $     $     $     $  
Net Income (loss)   (155,331 )   111,658     114,157     195,712     80,719     220,190     171,775     183,629  
Amortization, stock-based compensation and deferred leasehold inducements   37,307     49,140     34,983     36,404     31,042     31,942     38,108     42,103  
Interest income   (8,110 )   (6,367 )   (5,999 )   (8,233 )   (6,522 )   (6,434 )   (4,940 )   (1,628 )
Adjusted EBITDA   (126,134 )   154,431     143,141     223,883     105,239     245,698     204,943     224,104  

LIQUIDITY AND FINANCIAL CONDITION

Our cash and cash equivalents balance decreased by $1,461,961 during the six-month period ended February 29, 2020, due in part to the investment of surplus funds in short-term deposits with a one-year maturity. As at February 29, 2020, we held $1,050,177 (August 31, 2019 - $2,512,138) in cash and cash equivalents.  Our short-term investments consist of one-year Guaranteed Investment Certificates (GICs) held through a major Canadian financial institution increased by $749,326 to $1,129,382 (August 31, 2019 - $380,056).


At February 29, 2020, we had working capital of $2,097,522 compared to $2,809,689 as at August 31, 2019. The decrease in our working capital was primarily due to the repurchase of common stock under a common stock repurchase program, pursuant to a Normal Course Issuer Bid ("NCIB") facilitated through the TSX Venture Exchange, which commenced in September 2019.  During the three and six-month periods ended February 29, 2020, the Company completed open market purchases of 251,385 and 298,755 common shares for a total cost of $241,334 and $291,889 respectively, for total repurchases of $533,223.  Working capital also declined following the recognition of an operating lease liability following adoption of ASU 2016-02, at February 29, 2020 the current portion of the operating lease liability was $219,894 (August 31, 2019 - $nil).

CASH FLOWS

Net cash used in operating activities for the six-month period ended February 29, 2020 was $133,752, compared to net cash provided by of $433,660 for the six months ended February 28, 2019.  The primary reason for the decrease in cash flows from operating activities is due to an increase in operating expenses, as described above, as well as an increase in accounts receivable during the quarter.

Net cash used in investing activities for the six-month period ended February 29, 2020 was $796,851, compared to $64,284 for the six-month period ended February 28, 2020. During the six-month period ended February 29, 2020, approximately $753,000 was spent on the investment of cash in GICs during the period. Investing activities during the six-month period ended February 28, 2019 were attributable solely to expenditures on property, equipment and intangibles.

Net cash used in financing activities during the six-month period ended February 29, 2020 was $533,223, related to cash used to repurchase and retire 550,140 shares of common stock of the Company under the NCIB. There were no cash flows from financing activities during the six-month period ended February 28, 2019.

CRITICAL ACCOUNTING POLICIES

We prepare our interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures of contingent liabilities. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.

There have been no significant changes in the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended August 31, 2019 as filed with the SEC on November 18, 2019 except for those described in Note 9, "New Accounting Pronouncements" in the notes to our Interim Condensed Consolidated Financial Statements included in this Form 10-Q.

NEW ACCOUNTING PRONOUNCEMENTS

Please refer to Note 9 "New Accounting Pronouncements" in the notes to our Interim Condensed Consolidated Financial Statements included in this Form 10-Q.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Foreign Exchange Risk

Our revenues are primarily in United States dollars and Euros while our operating expenses are primarily in Canadian dollars. Thus, operating expenses and the results of operations are impacted to the extent they are not hedged by the rise and fall of the relative values of Canadian dollar to these currencies. During the three and six month periods ended February 29, 2020, as a result of fluctuations in the Euro, and the Australian, Canadian, and US dollars, the Company recognized a negative impact on reported revenues and a positive impact on reported operating expenditures, for an overall marginal positive impact on reported net income.


Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with this quarterly report, as required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, including our company's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer and Chief Financial Officer concluded that as of February 29, 2020, our disclosure controls and procedures were effective as at the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

Our Chief Financial Officer resigned effective November 30, 2019.  Where internal controls rely on a separation of duties between the CEO and the CFO, our internal controls may be temporarily affected in that respect subsequent to November 30, 2019. 

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

On September 5, 2017, the Company's former President and Chief Executive Officer, Mr. Steve Vestergaard, 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 will defend itself against the claims.

Item 1A. Risk Factors.

In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in "Item 1 - Risk Factors" in our Form 10-K for the fiscal year ended August 31, 2019 filed with the SEC. These risks could materially and adversely affect our business, financial condition and results of operations. The risks described in our Form 10-K have not changed materially, however, they are not the only risks we face. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.


None.

Item 6. Exhibits.

31.1* Section 302 Certification of Chief Executive Officer
   
31.2* Section 302 Certification of Chief Financial Officer
   
32.1* Section 906 Certification of Chief Executive Officer and Chief Financial Officer
   
101* Interactive Data File

 
101.INS XBRL Instance Document

 
101.SCH XBRL Taxonomy Extension Schema Document

 
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 
101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 
101.LAB XBRL Taxonomy Extension Label Linkbase Document

 
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
 

*    Filed herewith


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.

DESTINY MEDIA TECHNOLOGIES, INC.

By: /s/Frederick Vandenberg______________________

 Frederick Vandenberg

              Chief Executive Officer, President

 (Principal Executive Officer)

 Date: April 15, 2020

By: /s/Frederick Vandenberg______________________

 Frederick Vandenberg

              Chief Financial Officer, Treasurer

 (Principal Financing and Accounting Officer)

 Date: April 15, 2020