NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
- BUSINESS DESCRIPTION AND GOING CONCERN:
Company Activities -
Magna-Lab Inc. and Subsidiary (collectively, the “Company”) is focused on engaging in a “reverse merger” transaction with an unrelated business that could benefit from the Company’s public reporting status. Additional activities have included preserving cash, attempting to raise capital to support its activities and continuing its public reporting.
The Company was previously engaged in research, development and commercialization activities until it ceased such activities during the period September 2002 through March 2003 since the Company was unable to secure financing to support its planned activities. The Company’s efforts to enter into a strategic arrangement or to seek other means to realize value for its cardiac diagnostic technologies through sale, license or otherwise have been unsuccessful.
Going Concern Consideration
- As indicated in the accompanying consolidated financial statements, at February 29, 2016, the Company had approximately $11,000 in cash and approximately $1,258,000 in negative working capital and stockholders’ deficit. For the year ended February 29, 2016, the Company had a net loss of approximately $130,000 and utilized approximately $56,000 in cash for operations. Further, losses are continuing subsequent to February 29, 2016. These factors, among others, indicate that the Company is in need of additional financing in order to continue its planned activities for the fiscal year that began on March 1, 2016. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” Management’s plans to raise capital or merge with an unrelated business have not been successful to date and there can be no assurance that management’s plans can be realized at all. These factors, among others, indicate that the Company may be unable to continue operations as a going concern. No adjustment has been made in the accompanying consolidated financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.
NOTE 2
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation –
The consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
Principles of Consolidation –
The consolidated financial statements include the accounts of Magna-Lab Inc. and its wholly-owned subsidiary, Cardiac MRI, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Income Taxes
– The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes. The Company uses the asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of February 29, 2016 and February 28, 2015. However, the Company's conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the years ended February 29, 2016 and February 28, 2015. Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2013.
Net Loss Per Share
– The Company complies with the accounting and reporting requirements of US GAAP in reporting its earnings per share. Net loss per share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.
Basic (loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In the fiscal years ended February 29, 2016 and February 28, 2015, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the fiscal years ended February 29, 2016 and February 28, 2015.
Fair Value of Financial Instruments -
The fair value of the Company's assets and liabilities, which qualify as financial instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.
Use of Estimates and Assumptions
- The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.
Stock-Based Compensation –
The Company complies with the US GAAP accounting and reporting requirements for its Share-Based Payments. US GAAP requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the consolidated financial statements based on the grant date fair value of those awards.
Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant and, in the instance of options and warrants, are based upon a Black-Scholes option valuation model.
The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with generally the following weighted-average assumptions: risk free rate of 5%; no dividend yield; option lives of five to nine years and expected volatility in excess of 200%.
Effect of Recent Accounting Pronouncements -
The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s condensed consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.
Subsequent Events –
Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were available to be issued, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.
NOTE 3 –
ACCOUNTS PAYABLE AND ACCRUALS:
At February 29, 2016 and February 28, 2015, approximately $106,000 of accounts payable relates to intellectual property counsel fees and costs, $68,000 of which has been paid by and is therefore due to the Company’s Chairman and President for payments he has made on the Company’s behalf in prior years in an attempt to preserve certain intellectual property rights at that time. This officer ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.
At February 29, 2016 and February 28, 2015, accrued expenses includes approximately $18,000 payable to a third party, guaranteed by our principal shareholder, for amounts paid to an account payable in October 2007 on our behalf. This amount was repayable if the proposed merger transaction with this party was not completed. This party subsequently merged with another entity and abandoned its possible transaction with the Company, however there has not been a demand for repayment of this amount.
At February 29, 2016 and February 28, 2015, accounts payable also includes approximately $14,000 related to certain pre-1997 accounts payable (Note 8).
NOTE 4 –
NOTES PAYABLE – RELATED PARTY:
During the two years ended February 29, 2016, the Company has received an aggregate of approximately $122,000 of proceeds under notes payable to its majority shareholder, Magna Acquisition LLC (“MALLC”), raising the principal amount outstanding under such notes to an aggregate of $479,000 and $424,000, respectively, (plus accrued interest) at February 29, 2016 and February 28, 2015 . Such notes are unsecured and mature, by their terms, 120 days from issuance. At February 29, 2016 and February 28, 2015, approximately $464,000 and $412,000, respectively, face amount of such notes were beyond their maturity date and therefore due on demand. Such notes bear interest at 12% per year and such interest increases to 15% per year once the note is past its due date. Interest expense on such notes aggregated approximately $67,000 and $58,000 in the years ended February 29, 2016 and February 28, 2015, respectively. On June 7, 2016 MALLC loaned an additional $25,000 to the Company on the same terms as above.
The Company intends to make a proposal to MALLC to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.
NOTE 5
- STOCKHOLDERS' DEFICIT:
Description of Class A and Class B Common Stock
- The Class A and Class B common stock are identical in most respects except that: (i) the Class B common stock has five votes per share and the Class A common stock has one vote per share and, (ii) each share of Class B common stock is convertible into one share of Class A common stock and requires conversion to Class A for sale or transfer to a non-Class B stockholder and (iii) by understanding with an underwriter, no more Class B common stock can be issued. Holders of Class A and Class B common stock have equal ratable rights to dividends and, upon liquidation, are entitled to share ratably, as a single class, in the net assets available for distribution. Shares of Class A and Class B common stock are not redeemable, have no preemptive rights or cumulative voting power, and vote as one class, except in certain circumstances, in matters before the shareholders. At February 29, 2016 and February 28, 2015, 5,794 class B shares have been converted to Class A shares.
Under an agreement with an underwriter, 10,000 shares of Class B common stock were forfeited by the holders based on performance measures that were not met. During the fiscal year ended February 28, 2001, 2,698 of such forfeited shares were inadvertently released by the Company’s transfer agent; 1,376 of which have been returned. The Company has not been successful recovering the remaining 1,322 shares.
Principal Shareholder and Related Party Relationship -
In a series of transactions consummated on October 31, 2005, MALLC acquired an aggregate of 607,727 shares of Common Stock, representing approximately 56 % of the Company’s issued and outstanding shares of Common Stock at that time, and approximately 55 % of the voting power represented by the Company’s issued and outstanding Common Stock at that time, after consummation of the transactions described above. Two directors of the Company and the Company’s Chief Financial Officer serve as sole managers of MALLC, with the ability to vote and dispose of such shares owned by MALLC by majority vote.
Stock Grant -
In July 2008 the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of 90,000 shares that were issuable to management at that time at the closing bid price of the Company’s stock. Because of cash constraints, the Company has not been able to issue such shares. However, for accounting purposes, the Company has accounted for such shares as though they have been issued.
Stock Options and Warrants
– There were no stock options or warrants outstanding during the fiscal years ended February 29, 2016 and February 28, 2015. The Company’s Stock Option Plan has expired.
NOTE 6
- INCOME TAXES:
At February 29, 2016 and February 28, 2015, the Company had net operating loss carryforwards of approximately $20.7 million and $20.6 million, respectively, to offset future income subject to tax and approximately $441,000 and $441,000, respectively, of research tax credits available to offset future taxes payable. These resulted in an estimated $7.2 million and $7.2 million, respectively, of federal and $1.5 million and $1.4 million, respectively, of state deferred tax assets at February 29, 2016 and February 28, 2015. A full valuation allowance has been established for these deferred tax assets since their realization is considered unlikely. The difference between the tax provision at the federal corporation tax statuary rate and the rate (zero) included in the Company’s consolidated financial statements occurs because the Company has never had any taxable income nor the ability to utilize loss carryforwards.
Changes in the ownership of a majority of the fair market value of the Company's common stock would likely delay, limit or eliminate the utilization of existing net operating loss carryforwards and credits. Although a formal Section 382 study to determine whether a change in control has occurred has not been completed, the Company believes, based upon limited analysis, that such changes may have occurred in 1997, 2000 and 2005. Such carryforwards and credits expire between 2017 and 2034.
NOTE 7
- OTHER MATTERS:
Rent expense -
Rent expense for each of the fiscal years ended February 29, 2016 and February 28, 2015 was approximately $13,000 and $12,000 under a lease which expires in July 2017.
NOTE 8
- COMMITMENTS AND CONTINGENCIES:
Litigation –
The Company knows of no pending litigation against it although the Company believes there may be an unpaid default judgment against the Company for various claims related to the 1997 restructuring (see below) that the Company believes did not exceed $15,000, before considering any costs or interest.
Discontinued MAGNA-SL Business and Related 1997 Restructuring; Legacy payables –
Commencing in February 1997, the Company executed a plan of restructuring to reposition itself out of its prior activity and into the cardiac activities conducted until 2003. Beginning in October 1997, reorganization counsel offered the Company’s creditors the opportunity to settle liabilities due them at substantially reduced amounts. Most of the Company’s liabilities from that time were settled in this manner as described more fully in the Company’s Form’s 10-KSB for prior years’. Through the passage of time, few of the remaining balances have been settled and others have been written-off. Residual amounts at February 29, 2016, are discussed in Note 3. The Company was also exposed to potential litigation from agreements entered into in connection with such pre-1997 business activities. However, the Company believes that the passage of time and statutes of limitation have mitigated such exposures and as such the Company has not recorded liabilities for such contingencies.
Some of the amounts recorded as accounts payable may have passed the statute of limitations for purposes of the vendor seeking recovery of such monies. The Company has not undertaken a formal study to evaluate recorded payables past the statute of limitations for purposes of possible write-off of such payables.