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 May 31, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________to______________________ Commission file number: 0-028259 DESTINY MEDIA TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Colorado 84-1516745 -------- ---------- (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 555 West Hastings Street, Suite 950, Vancouver, British Columbia Canada V6B 4N4 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) Registrant's telephone number, including area code: (604) 609-7736 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 since May 16, 1992 and (2) has been subject to the above filing requirements for the past 90 days. Yes X No __ --- APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___ No ___ APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of May 31, 2000. Common Stock, no par value 22,501,000 Shares. PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS. Attached hereto and incorporated herein by reference. Interim Consolidated Financial Statements of DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) (Expressed in U.S. Dollars) May 31, 2000 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Interim Consolidated Balance Sheet (Expressed in U.S. Dollars) May 31, August 31, 2000 1999 ------------ ------------ (unaudited) Assets Current asset: Cash $ 549,444 $ - Accounts receivable 11,420 - Shareholder loans 54,652 - Prepaids 24,889 - ------------ ------------ Total current assets 640,405 - Property and equipment, net 104,621 - Intellectual property, net 143,591 594,236 Products under development, net 140,034 - Goodwill, net 89,880 - ------------ ------------ $ 1,118,531 $ 594,236 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 74,297 $ - Loans payable - 594,236 ------------ ------------ 74,297 594,236 Long-term debt 191,684 - Stockholders' equity: Common stock, authorized 100,000,000 shares, with a par value of $0.001 per share; with 22,501,000 shares issued and outstanding at May 31, 2000 22,501 5,950 Additional paid-in capital 1,806,524 53,550 Deficit accumulated during the development stage (975,181) (59,500) Cumulative translation adjustment (1,294) - ------------ ------------ Total stockholders' equity 852,550 - ------------ ------------ $ 1,118,531 $ 594,236 ============ ============ See accompanying notes to interim consolidated financial statements. 1 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Interim Consolidated Statements of Operations (Expressed in U.S. Dollars) Period from August 24, 1998 Nine months ended Three months (inception) May 31, May 31, May 31, May 31, to May 31, 2000 1999 2000 1999 2000 ---------- --------- ---------- ----------- --------------- (unaudited) (unaudited) (unaudited) Sales $ 11,636 $ - $ 7,956 $ - $ 11,636 Operating expenses Advertising and promotion 109,264 - 85,500 - 109,264 Amortization 66,809 - 31,904 - 66,809 Bank charges and interest 2,958 - 982 - 2,958 Consulting 27,510 - 22,378 - 27,510 Filings and listings 8,308 450 8,233 - 8,758 Financing 16,832 - - - 16,832 Management fees 104,534 27,125 49,583 11,833 143,492 Marketing 121,119 - 73,944 - 121,119 Meals and entertainment 2,756 - 1,385 - 2,756 Office and miscellaneous 13,508 6,689 6,824 2,684 22,882 Professional fees 74,228 1,681 52,722 287 76,196 Rent 31,554 5,300 14,124 2,700 39,554 Repairs and maintenance 2,565 - 2,083 - 2,565 Shareholder relations & transfer agent 17,784 600 12,732 150 18,534 Subcontracts 33,818 - 17,138 - 33,818 Trademark 5,810 - - - 5,810 Telephone and telecommunications 24,020 - 12,295 - 24,020 Travel 19,909 - 14,685 - 19,909 Wages and benefits 199,908 - 102,670 - 199,908 Write-off of goodwill 8,777 - 8,777 - 8,777 Write-off of products under development 4,398 - 4,398 - 4,398 Write-off of in-process research and development 33,846 - - - 33,846 ---------- --------- ---------- ----------- ------------- 930,215 41,845 522,357 17,654 989,715 Interest income 2,898 - 907 - 2,898 ---------- --------- ---------- ----------- ------------- Loss for the period $(915,681) $(41,845) $(513,494) $ (17,654) $ (975,181) ========== ========= ========== ============ ============= Net loss per common share, basic and diluted $ (0.043) $ (0.004) $ (0.023) $ (0.001) $ (0.062) ========== ========= ========== ============ ============= Weighted average common shares outstanding, basic and diluted 21,180,128 9,734,615 22,501,000 16,822,826 15,615,309 =========== ========= ========== ============ ============= See accompanying notes to interim consolidated financial statements. 2 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Interim Consolidated Statement of Stockholders' Equity (Expressed in U.S. Dollars) For the nine months ended May 31, 2000 Period from August 24, 1998 (inception) to May 31, 2000 Deficit Accumulated Common Stock Other During Cumulative Total --------------------- Paid-In Development Translation Stockholders' Shares Amount Capital Stage Adjustment Equity ---------- ------- ---------- ----------- ----------- ------------- Balance, August 24, 1998 - $ - $ - $ - $ - $ - Common stock issued for cash 17,850,000 17,850 41,650 - - 59,500 Net loss - - - (59,500) - (59,500) ---------- ------- ---------- ------------ ---------- ------------- Balance, August 31, 1999 17,850,000 17,850 41,650 (59,500) - - Common stock issued for cash 1,360,276 1,360 1,148,302 - - 1,149,662 Common stock issued on acquisition 1,800,000 1,800 (1,200) - - 600 Common stock issued for retirement of debt 1,490,724 1,491 617,772 - - 619,263 Cumulative translation adjustment - - - - (1,294) (1,294) Net loss - - - (915,681) - (915,681) ---------- ------- ---------- ------------ ---------- ------------- Unaudited balance, May 31, 2000 22,501,000 $22,501 $1,806,524 $ (975,181) $ (1,294) $ 852,550 ========== ======= ========== ============ =========== ============= See accompanying notes to interim consolidated financial statements. 3 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Interim Consolidated Statement of Cash Flows (Expressed in U.S. dollars) Period from August 24, 1998 Nine months ended Three months ended (inception) May 31, May 31, May 31, May 31, to May 31, 2000 1999 2000 1999 2000 ----------- ----------- ----------- ----------- ----------- (unaudited) (uaudited) (unaudited) Cash flows from operating activities: Operations: Loss for the period $ (915,681) $ (41,845) $ (513,494) $ (17,654) $ (975,181) Items not involving cash: Depreciation 66,809 - 31,904 - 66,809 Write-off of goodwill 8,777 - 8,777 - 8,777 Write-off of products under development 4,398 - 4,398 - 4,398 Write-off of in-process research and development 33,846 - - 33,846 Changes in operating asset and liabilities: Accounts receivable (2,917) - (8,709) - (2,917) Prepaid expenses (25,549) - (5,059) - (25,549) Intellectual property (680) - (680) - (680) Products under development (6,394) - (6,394) - (6,394) Accounts payable 59,911 - 70,015 - 59,911 ----------- ----------- ----------- ----------- ----------- Net cash used in operating activities (777,480) (41,845) (419,242) (17,654) (836,980) ----------- ----------- ----------- ----------- ----------- Cash flows from investing activities: Cash acquired on acquisition 250,719 - - - 250,719 Purchase of property and equipment (42,526) - (19,121) - (42,526) ----------- ----------- ----------- ----------- ----------- Net cash provided by investing activities 208,193 - (19,121) - 208,193 ----------- ----------- ----------- ----------- ----------- Cash flows from financing activities: Long-term debt 22,734 - - - 22,734 Shareholder loan (54,651) - 93,005 - (54,651) Net proceeds from issuances of common stock and subscriptions 1,149,662 - - - 1,209,162 ----------- ----------- ----------- ----------- ----------- Net cash provided by financing activities 1,117,745 - 93,005 - 1,177,245 ----------- ----------- ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents during the period 548,458 (41,845) (345,358) (17,654) 548,458 Effect of foreign exchange rate changes on cash 986 - 4,536 - 986 Cash and cash equivalents at beginning of period - 59,500 890,266 35,309 - ----------- ----------- ----------- ----------- ----------- Cash and cash equivalents at end of period $ 549,444 $ 17,655 $ 549,444 $ 17,655 $ 549,444 =========== =========== =========== =========== =========== Supplementary disclosure: Non-cash transactions: Stock issued to acquire Destiny Software Productions Inc. $ 600 $ - $ - $ - $ 600 Stock issued for retirement of debt 619,263 - - - 619,263 See accompanying notes to interim consolidated financial statements. 4 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) For the nine months ended May 31, 2000 - -------------------------------------------------------------------------------- 1. Organization Destiny Media Technologies Inc. (the "Company") was incorporated in August 24, 1998 as Euro Industries Ltd. under the laws of the State of Colorado. On October 19, 1999, the Company's name was changed to Destiny Media Technologies Inc. During the period from incorporation on August 24, 1998 to August 31, 1998, the Company earned no revenue and incurred no expenses. 2. Future operations From inception of the business, the Company has incurred cumulative losses of $975,181 and used cash for operating activities of $836,980. These financial statements have been prepared on the going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. Operations to date have been primarily financed by long-term debt and equity transactions. The Company's future operations are dependent upon continued support by creditors and shareholders, the achievement of profitable operations and the successful completion of management's plan to obtain additional equity financing. There can be no assurances that the Company will be successful. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. 3. Acquisition On October 20, 1999, 1,800,000 common shares were issued for the purchase of Destiny Software Productions Ltd. ("Destiny Software"). Destiny Software is a high-tech development company that develops video and audio compression software and to a lesser extent design and development of computer games. The transaction has been recorded under the purchase method of accounting. The Company's interest in the net assets acquired, at assigned values are estimated to be as follows: 5 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) For the nine months ended May 31, 2000 - -------------------------------------------------------------------------------- 3. Acquisition, continued Canadian U.S. -------------- ------------- Cash $ 370,387 $ 250,719 Other current assets 12,885 8,722 Capital assets 135,878 91,977 Intellectual property 250,000 169,227 Products under development 206,804 139,988 Goodwill 170,606 115,485 Acquired in process research and development 50,000 33,846 Current liabilities (21,922) (14,839) Long-term liabilities (1,173,752) (794,525) -------------- ------------- $ 886 $ 600 -------------- ------------- Consideration 1,800,000 common shares $ 600 -------------- ------------- These above indicated values for net assets are considered preliminary estimates only and are subject to change. Acquired in process research and development is valued based on accumulated expenditures incurred to date on specifically identified products that are in the early stages of development. Goodwill has been valued as equal to the excess of the fair value of the consideration given over the fair value of the net identifiable assets and liabilities acquired. The fair market value of the consideration paid for the acquisition was based on the trading price of the Company's shares at the time the transaction was initially discussed. At that time, there had been only one significant block of shares traded. The per share value of this trade was considered representative of fair market value. A 20% shareholder of the Company owned 100% of the outstanding shares of Destiny Software. 6 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) For the nine months ended May 31, 2000 - -------------------------------------------------------------------------------- 4. Significant accounting policies (a) Basis of presentation These consolidated financial statements have been prepared using generally accepted accounting principles in the United States. The financial statements include the accounts of the Company's wholly owned subsidiaries, Destiny Software Productions Inc. and Wonderfall Productions Inc., and all adjustments, consisting solely of normal recurring adjustments, which in management's opinion are necessary for a fair presentation of the financial results for the interim periods. The financial statements have been prepared consistent with the accounting policies described in the Company's financial statements for the period ended August 31, 1999 and should be read in conjunction therewith. For United States accounting and reporting purposes, the Company is considered to be in the development stage as it is devoting all of its efforts to developing its business operations. Certain comparative figures have been reclassified to conform to the presentation adopted in the current year. (b) Research and development costs Research costs are expensed as incurred. Internal development costs are expensed as incurred unless they meet certain criteria under generally accepted accounting principles for deferral and amortization. Software and related development costs, after the establishment of technological feasibility and commercial viability, are capitalized as products under development until the product is ready for general release to customers. Amortization is provided on a product by product basis over the estimated economic life of the product, not to exceed three years. Amortization commences when the product is available for general release to customers. (c) Revenue recognition The Company recognizes revenue when title has passed to the customer, the collectibility of the consideration is reasonably assured and the Company has no significant remaining performance obligations. (d) Capital assets Capital assets are carried at cost less accumulated amortization. Amortization is calculated annually as follows: Furniture and fixtures Declining balance 20% Computer equipment Declining balance 30% Computer software Straight-line 50% Leasehold improvements Straight-line Lease-term 7 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) For the nine months ended May 31, 2000 - -------------------------------------------------------------------------------- 4. Significant accounting policies, continued (e) Products under development Products under development represent products that have been developed to the stage of a working model and are carried at cost less accumulated amortization. Amortization is provided on a straight-line basis over two years. (f) Goodwill Goodwill represents the excess of the cost to acquire businesses over the fair market value of the net assets acquired. These amounts are amortized on a straight-line basis over three years. The Company periodically evaluates the recoverability of goodwill and recognizes an impairment loss if the projected undiscounted future cash flows are less than the carrying amount. The amount of the impairment charge, if any, is measured based on the discounted future operating cash flows reflecting the Company's average cost of funds. The assessment of the recoverability of goodwill will be impacted if estimated future operating cash flows differ from those estimates. (g) Stock split These financial statements and related notes have been adjusted to give retroactive effect to a three-for-one common share stock split which occurred December 31, 1999. (h) Use of estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual amounts may differ from these estimates. (i) Income taxes The Company follows the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized based on the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. To the extent that the realizability of deferred tax assets is not considered by management to be more likely than not, a valuation allowance is provided. 8 DESTINY MEDIA TECHNOLOGIES INC. (A Development Stage Company) Notes to Interim Consolidated Financial Statements (Expressed in U.S. dollars) (Unaudited) For the nine months ended May 31, 2000 - -------------------------------------------------------------------------------- 4. Significant accounting policies, continued (j) Net loss per common share Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed including in the weighted average number of common shares outstanding, potentially dilutive common shares outstanding during the period. As the Company had a net loss in the period presented, basic and diluted net loss per share is the same. (k) Foreign currency Transactions denominated in foreign currencies are translated at the rate prevailing at the time of the transactions. At the balance sheet date, monetary assets and liabilities denominated in a foreign currency are translated at the current rate of exchange. Exchange gains and losses arising on translation or settlement of foreign currency denominated monetary items are included in the determination of net income for the current period. 5. Related party transactions The Company issued shares to settle a long-term note receivable outstanding to a significant shareholder. The Company also advanced $54,652 to a shareholder. The advance related to ongoing financing of the Company. 6. Operating leases The Company leases office facilities in British Columbia under an operating lease agreement that expires May 31, 2001. Additional premises will be leased beginning June 1, 2000. Minimum lease payments to May 31, 2001 under these operating leases are $109,710. 9 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information contains certain forward-looking statements that anticipate future trends or events. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including but not limited to the risks of increased competition in the Company's industry and other risks detailed in the Company's Securities and Exchange Commission filings. Accordingly, actual results may differ, possibly materially, from the predictions contained herein. During the three months ended May 31, 2000, the Company experienced a net loss of $513,494 as compared to a net loss of $17,654 for the three months ended May 31, 1999. The increase was due to a significant expansion of operations which began in the first quarter of Fiscal 2000 and continued in the second and third quarters. During this time the Company hired additional personnel; expanded its facilities in the corporate headquarters; began additional research and development; and, enlarged its marketing operations. The overall result was a net loss of $513,494 for the third quarter of Fiscal 2000 and a net loss for the first nine months of Fiscal 2000 of $915,681. RESULTS OF OPERATIONS: Reference is made to Item 2, "Management's Discussion and Analysis or Plan of Operation" included in the Company's registration statement on Form 10-SB for the year ended August 31, 1999, as amended, on file with the Securities and Exchange Commission. The following discussion and analysis pertains to the Company results of operations for the three-month and nine-month periods ended May 31, 2000, compared to the results of operations for the three-month and nine-month periods ended May 31, 1999, and to changes in the Company's financial condition from August 31, 1999 to May 31, 2000. THREE MONTHS ENDED May 31, 2000 and 1999: For the third quarter of the current fiscal year, ending May 31, 2000, sales were $7,956 as compared to nil for the same quarter of the previous year. The modest sales were a result of the fact that the Company is currently engaged primarily in research and development of its software products relating to internet audio applications and did begin a significant marketing campaign for these products until the end of the nine months ended May 31, 2000. Operating expenses for the Company were $522,357 for the third quarter up from $17,654 for the third quarter of last year. Because of the Company's expansion in operations, increases occurred in every category of operating expenses. The most significant expenses occurred in the categories of wages and benefits ($102,670); advertising and promotion ($85,500); amortization ($31,904); consulting ($22,378); management fees ($49,583); marketing ($73,944); and, professional fees ($52,722). The net loss for the quarter was $513,494 which represents a substantial increase over the third quarter of last year when the net loss was $17,654. The increase in the net loss was due to significant increases in all categories of operating expenses over the prior period which resulted from the expansion of operations described in the preceding paragraph. The loss per share (fully diluted) was ($0.02) for the three months ended May 31, 2000 compared to $0.00 for the three months ended May 31, 2000. NINE MONTHS ENDED MAY 31, 2000: Sales in the first nine months ended May 31, 2000 were $11,636 compared to nil for the nine months ended May 31, 1999. As was the case for the three months period ended May 31, 2000, the modest sales were a result of the fact that the Company is currently engaged primarily in research and development of its software products relating to internet audio applications and did not begin a significant marketing campaign for these products until the end of the nine month period ended May 31, 2000. Operating expenses for the Company were $930,215 for the nine months ended May 31, 2000 up from $41,845 for the nine months ended May 31, 1999. The primary reasons for the increase of $888,370 are increases in virtually every category of operating expenses because of the increase in business activity of the Company during this time period. The net loss for the nine months ended May 31, 2000 was ($915,681) which was an increase of $888,370 over the net loss of ($41,845) for the nine months ended May 31, 1999. The increase in net loss was due to increases in virtually every category of operating activity because of the significant increase in business activity by the Company. The loss per share (fully diluted) was ($0.04) for the nine month period ended May 31, 2000 compared to $0.00 for the nine months ended May 31, 1999. LIQUIDITY AND CAPITAL RESOURCES Historically, the Company has financed its cash flow requirements through cash flows generated from financing activities. Cash provided by financing activities which occurred during the nine months ended May 31, 2000 was $1,117,745.This resulted in an increase in cash and cash equivalents during the nine month period of $548,458. The effect of foreign exchange rate changes on cash of $986 during the nine month period resulted in a cash and cash equivalent position of $549,444 at the end of the period. As of May 31, 2000 the Company had working capital of $566,108 which represented an increase of $1,160,344 as compared to the working capital deficit of ($594,236) as of May 31, 2000. The increase in working capital was due to an increase in cash of $549,444 and a decrease in loans payable of $594,236. The Company has no external sources of liquidity in the form of credit lines from banks. Management believes that its available cash will be sufficient to fund the Company's working capital requirements through August 31, 2000. The Company's management further believes; however, that the Company does not have sufficient liquidity to implement its expansion and acquisition strategies. As yet, no investment banking agreements have been reached and there is no guarantee that the Company will be able to raise the capital necessary to implement its expansion plans. IMPACT OF THE YEAR 2000 ISSUE: The Year 2000 Issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in some systems which use certain dates in 1999 to represent something other than a date. Although the change in date has occurred, it is not possible to conclude that all aspects of the Year 2000 Issue that may affect the company including those related to customers, suppliers, or other third parties, have been fully resolved. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS: The Company does not have any derivative financial instruments as of May 31, 2000. However, the Company is exposed to interest rate risk. The Company's interest income and expense are most sensitive to changes in the general level of U.S. and Canadian interest rates. In this regard, changes in U.S. and Canadian interest rates affect the interest earned on the Company's cash equivalents as well as interest paid on debt. FOREIGN CURRENCY RISK The Company operates primarily in Canada. The Company's business and financial condition is, therefore, sensitive to currency exchange rates or any other restrictions imposed on its currency. Part II - OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Default Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Securities Holders - None Item 5. Other Information - None Item 6.(a) Exhibit 27 - Financial Data Schedule Item 6.(b) Reports on Form 8-K - None 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. (Registrant) Dated: July 18, 2000 /s/ Steve Vestergaard, President and Director ------------- ---------------------------------------------