Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Oct. 10, 2018 | Jan. 31, 2018 | |
Entity Registrant Name | Rafael Holdings, Inc. | ||
Entity Central Index Key | 1,713,863 | ||
Trading Symbol | RFL | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --07-31 | ||
Document Type | 10-K | ||
Document Period End Date | Jul. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Public Float | $ 0 | ||
Class A common stock | |||
Entity Common Stock, Shares Outstanding | 11,786,397 | ||
Class B common stock | |||
Entity Common Stock, Shares Outstanding | 787,163 |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 15,803 | $ 11,756 |
Trade accounts receivable, net of allowance for doubtful accounts of $82 at July 31, 2018 and 2017 | 287 | 264 |
Marketable securities | 24,701 | |
Due from Rafael Pharmaceuticals | 3,300 | |
Prepaid expenses and other current assets | 421 | 147 |
Total current assets | 44,512 | 12,167 |
Property and equipment, net | 50,113 | 51,160 |
Investments - Rafael Pharmaceuticals | 13,300 | 11,700 |
Investments - Other Pharmaceuticals | 2,000 | 1,778 |
Investments - Hedge Funds | 4,218 | |
Deferred income tax assets, net | 8,859 | |
Patents | 324 | |
In-process research and development | 1,327 | |
Other assets | 1,126 | 540 |
Total assets | 116,920 | 86,204 |
Current liabilities: | ||
Trade accounts payable | 367 | 115 |
Accrued expenses | 500 | 213 |
Other current liabilities | 24 | 35 |
Total current liabilities | 891 | 363 |
Due to related parties | 276 | 23,693 |
Other liabilities | 188 | 70 |
Total liabilities | 1,355 | 24,126 |
Commitments and contingencies | ||
Rafael Holdings, Inc. stockholders'/members' equity: | ||
Group equity | 50,427 | |
Additional paid in capital | 103,636 | |
Accumulated deficit | (1,108) | |
Accumulated other comprehensive income | 4,043 | 2,316 |
Total Rafael Holdings, Inc. stockholders'/members' equity | 106,697 | 52,743 |
Noncontrolling interests | 8,868 | 9,335 |
Total equity | 115,565 | 62,078 |
Total liabilities and equity | 116,920 | 86,204 |
Class A common stock | ||
Rafael Holdings, Inc. stockholders'/members' equity: | ||
Common stock value | 8 | |
Total equity | 8 | |
Class B common stock | ||
Rafael Holdings, Inc. stockholders'/members' equity: | ||
Common stock value | 118 | |
Total equity | $ 118 |
Consolidated and Combined Bal_2
Consolidated and Combined Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Allowance for doubtful accounts | $ 82 | $ 82 |
Class A common stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 787,163 | |
Common stock, shares outstanding | 787,163 | |
Class B common stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 11,762,346 | |
Common stock, shares outstanding | 11,762,346 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Revenues: | |||
Rental - Third Party | $ 1,275 | $ 989 | $ 746 |
Rental - Related Party | 2,223 | 3,705 | 3,729 |
Parking | 873 | 924 | 1,114 |
Total revenues | 4,371 | 5,618 | 5,589 |
Costs and expenses: | |||
Selling, general and administrative | 5,519 | 3,728 | 2,754 |
Research and development | 995 | ||
Depreciation and amortization | 1,698 | 1,669 | 1,643 |
(Loss) income from operations | (3,841) | 221 | 1,192 |
Interest income | (16) | (10) | 20 |
Net losses (gains) resulting from foreign exchange transactions | (32) | (86) | 13 |
Net gains on sales of marketable securities | (12) | ||
Net loss on equity investments | 104 | ||
Gain on disposal of bonus shares | (246) | ||
Other expenses, net | 113 | ||
(Loss) income before income taxes | (3,639) | 204 | 1,159 |
Provision for income taxes | 8,437 | 66 | 449 |
Net (loss) income | (12,076) | 138 | 710 |
Net loss attributable to noncontrolling interests | (427) | ||
Net (loss) income attributable to Rafael Holdings, Inc. | $ (11,649) | $ 138 | $ 710 |
(Loss) earnings per share attributable to Rafael Holdings, Inc. common stockholders: | |||
Basic | $ (0.93) | $ 0.01 | $ 0.06 |
Diluted | $ (0.93) | $ 0.01 | $ 0.06 |
Weighted average number of shares used in calculation of (loss) earnings per share: | |||
Basic | 12,485 | 12,485 | 12,485 |
Diluted | 12,485 | 12,485 | 12,485 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ (12,076) | $ 138 | $ 710 |
Other comprehensive (loss) income: | |||
Unrealized loss on marketable securities | (308) | ||
Unrealized gain on available-for-sale securities | 1,869 | 2,100 | |
Foreign currency translation adjustments | 166 | 27 | (7) |
Comprehensive (loss) income | (10,349) | 2,265 | 703 |
Comprehensive loss attributable to noncontrolling interests | (107) | ||
Comprehensive (loss) income attributable to Rafael Holdings, Inc. | $ (10,456) | $ 2,265 | $ 703 |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Stockholders' and Members' Equity - USD ($) $ in Thousands | Class A Common Stock | Class B Common Stock | Group Equity | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interests | Total |
Balance at Jul. 31, 2015 | $ 47,914 | $ 196 | $ 48,110 | |||||
Balance, shares at Jul. 31, 2015 | ||||||||
Net loss for the year | 710 | 710 | ||||||
Foreign Currency Translation Adjustment | (7) | (7) | ||||||
Balance at Jul. 31, 2016 | 48,624 | 189 | 48,813 | |||||
Net loss for the year | 138 | 138 | ||||||
Issuance of member interests in CS Pharma Holdings, LLC (see Note 7) | 1,850 | 8,150 | 10,000 | |||||
Sale of interest and rights in Rafael Pharmaceuticals, Inc. to Howard S. Jonas (see Note 7) | (185) | 1,185 | 1,000 | |||||
Unrealized Gain on Available-for-Sale Securities | 2,100 | 2,100 | ||||||
Foreign Currency Translation Adjustment | 27 | 27 | ||||||
Balance at Jul. 31, 2017 | 50,427 | 2,316 | 9,335 | 62,078 | ||||
Net loss for the year | (10,541) | (1,108) | (427) | (12,076) | ||||
Stock-based compensation | 51 | 51 | ||||||
Unrealized Gain on Available-for-Sale Securities | (40) | 1,869 | ||||||
Non-cash compensation related to distribution of bonus shares | 1,561 | 1,561 | ||||||
Incorporation of Company, Capital contribution from IDT and share distribution on Spin-Off | $ 8 | $ 118 | (39,886) | 103,485 | 63,725 | |||
Incorporation of Company, Capital contribution from IDT and share distribution on Spin-Off, shares | 787,163 | 11,754,835 | ||||||
Indemnification from IDT for settled lawsuit | 100 | 100 | ||||||
Foreign Currency Translation Adjustment | 166 | 166 | ||||||
Balance at Jul. 31, 2018 | $ 8 | $ 118 | $ 103,636 | $ 4,043 | $ (1,108) | $ 8,868 | $ 115,565 | |
Balance, shares at Jul. 31, 2018 | 787,163 | 11,754,835 |
Consolidated and Combined Sta_4
Consolidated and Combined Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
OPERATING ACTIVITIES | |||
Net income (loss) | $ (12,076) | $ 138 | $ 710 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 1,698 | 1,669 | 1,643 |
Provision for doubtful accounts | 82 | ||
Deferred income taxes | 8,859 | (295) | 368 |
Realized gain on disposal of bonus shares | (246) | ||
Realized gain on marketable securities | |||
Loss on disposal of fixed assets | 13 | ||
Net gains resulting from foreign exchange transactions | (32) | (86) | 13 |
Non-cash compensation | 657 | ||
Interest in the equity of investments | 104 | 113 | |
Change in assets and liabilities: | |||
Accounts and rents receivable | (23) | (7) | (109) |
Other current assets and prepaid expenses | (258) | (130) | 323 |
Other assets | (586) | (481) | 30 |
Accounts payable and accrued expenses | (35) | 50 | 9 |
Other current liabilities | (10) | 11 | 17 |
Due from related parties | 2 | (2,626) | (3,041) |
Other liabilities | 118 | 21 | 27 |
Net cash (used in) provided by operating activities | (1,815) | (1,623) | 72 |
INVESTING ACTIVITIES | |||
Purchase of property and equipment | (710) | (1,820) | (1,553) |
Proceeds from sale and maturity of marketable securities | 6,670 | ||
Cash advances to related parties, net of repayments | (1,700) | ||
Purchase of investments | (151) | (9,400) | (2,100) |
Net cash used provided by (used in) investing activities | 4,109 | (11,220) | (3,653) |
FINANCING ACTIVITIES | |||
Repayment of note payable | (6,353) | ||
Proceeds from sale of interest and rights in Rafael Pharmaceuticals, Inc. to Howard S. Jonas | 1,000 | ||
Proceeds from sale of member interests in CS Pharma Holdings, LLC | 10,000 | ||
Proceeds from deposit on sale of 10% interest in Rafael Holdings, Inc. to Howard S. Jonas | 864 | ||
Cash advances from related parties, net of repayments | 886 | 11,260 | 6,618 |
Net cash provided by financing activities | 1,750 | 22,260 | 265 |
Effect of exchange rates on cash and cash equivalents | (3) | 3 | |
Net increase (decrease) in cash and cash equivalents | 4,047 | 9,417 | (3,313) |
Cash and cash equivalents at beginning of year | 11,756 | 2,339 | 5,652 |
Cash and cash equivalents at end of year | 15,803 | 11,756 | 2,339 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash payments made for taxes | 63 | 24 | |
Cash payments made for interest | $ 31 |
Consolidated and Combined Sta_5
Consolidated and Combined Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Jul. 31, 2018 | |
Statement of Cash Flows [Abstract] | |
Deposit on sale interest percentage | 10.00% |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1 — Description of Business and Summary of Significant Accounting Policies Description of Business Rafael Holdings, Inc. (“Rafael Holdings”), a Delaware corporation, is comprised of all of the accounts of the following wholly-owned subsidiaries: IDT 225 Old NB Road, LLC, a Delaware limited liability company; Rafael Realty LLC, a New Jersey limited liability company; I.D.T. R.E. Holdings, Ltd., an Israeli company; Broad-Atlantic Associates LLC, a Delaware limited liability company; and Rafael Realty Holdings, Inc., a Delaware corporation. Additionally, it includes the accounts of the 50.6% LipoMedix Pharmaceuticals, Ltd., an Israeli Company, the 69.3% owned Hillview Avenue Realty, a Delaware limited liability company and Hillview Avenue Realty JV, a Delaware limited liability company and the 90% owned IDT-Rafael Holdings, LLC, a Delaware limited liability company, in which the Company owns its 50% interest in CS Pharma Holdings, LLC (effectively, a 45% interest). The “Company” in these financial statements refers to Rafael Holdings on this consolidated and combined basis as if Rafael Holdings existed and owned the above interests in these entities in all periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation or combination. Properties The Company owns commercial real estate located at 520 Broad Street, Newark, New Jersey, which serves as headquarters for IDT Corporation (“IDT”), Genie Energy Ltd. and the Company, and a related 800-car public parking garage across the street, as well as a building located at 225 Old New Brunswick Road in Piscataway, New Jersey that is used partially by IDT Telecom, Inc. for certain of its operations. Additionally, the Company owns a portion of the 6 th The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal year 2018 refers to the fiscal year ending July 31, 2018). The Company’s Spin-Off The Company was formerly a subsidiary of IDT. On March 26, 2018, IDT spun-off the Company to IDT’s stockholders and the Company became an independent public company through a pro rata distribution of the Company’s common stock held by IDT to IDT’s stockholders (the “Spin-Off”). As a result of the Spin-Off, each of IDT’s stockholders received: (i) one share of the Company’s Class A common stock for every two shares of IDT’s Class A common stock held of record on March 13, 2018 (the “Record Date”), and (ii) one share of the Company’s Class B common stock for every two shares of IDT’s Class B common stock held of record on the Record Date. On March 26, 2018, 787,163 shares of the Company’s Class A common stock, and 11,754,835 shares of the Company’s Class B common stock were issued and outstanding, which includes 114,945 restricted stock units issued to employees and consultants in connection with the spin. The Company entered into various agreements with IDT prior to the Spin-Off including a Separation and Distribution Agreement to effect the separation and provide a framework for the Company’s relationship with IDT after the Spin-Off, and a Transition Services Agreement, which provides for certain services to be performed by IDT to facilitate the Company’s transition into a separate publicly-traded company. These agreements provide for, among other things, (1) the allocation between the Company and IDT of employee benefits, taxes and other liabilities and obligations attributable to periods prior to the Spin-Off, (2) transitional services to be provided by IDT relating to human resources and employee benefits administration, and (3) finance, accounting, tax, investor relations and legal services to be provided by IDT to the Company following the Spin-Off. In addition, the Company entered into a Tax Separation Agreement with IDT, which sets forth the responsibilities of the Company and IDT with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the Spin-Off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. Revenue Recognition Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within Accounts and Rents Receivable and Other Assets on the consolidated and combined balance sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent payments or parking customers to pay amounts due. Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs are recognized as revenue in the period during which the expenses are incurred. Tenant reimbursements are recognized and presented in accordance with guidance in ASC 605-45 “Principal Agent Considerations” (“ASC 605-45”). ASC 605-45 requires that these reimbursements be recorded on a gross basis, as: the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers; has discretion in selecting the supplier; and has credit risk. The Company’s parking revenues are derived from monthly parking and transient parking. The Company recognizes parking revenue as earned. Concentration of Credit Risk and Significant Customers The Company routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited. For the year ended July 31, 2018, related parties and one customer represented 51%, and 10% of the Company’s revenue, respectively, and as of July 31, 2018, five customers represented 28%, 16%, 12%, 12%, and 12% of the Company’s accounts receivable balance, respectively. For the year ended July 31, 2017, related parties represented 64% of the Company’s revenue, and as of July 31, 2017, three customers represented 27%, 26% and 24% of the Company’s accounts receivable balance, respectively. For the year ended July 31, 2016, related parties represented 67% of the Company’s revenue, and as of July 31, 2016, four customers represented 19%, 14%, 13% and 11% of the Company’s accounts receivable balance, respectively. Long-Lived Assets Equipment, buildings, equipment and furniture and fixtures are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, which range as follows: Classification Years Building and Improvements 40 Tenant Improvements 7 Other (primarily equipment and furniture and fixtures) 5 The Company tests the recoverability of its long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the asset. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities The Company’s investments in marketable securities are classified as “available-for-sale.” Available-for-sale securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” in the accompanying consolidated and combined balance sheets. The Company uses the specific identification method in computing the gross realized gains and gross realized losses on the sales of marketable securities. The Company periodically evaluates its investments in marketable securities for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include, in addition to persistent, declining market prices, general economic and Company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to operations is recorded in “Other expenses, net” in the accompanying consolidated and combined statements of income and a new cost basis in the investment is established. Investments The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated and combined financial statements include the Company’s controlled affiliates. In addition, Rafael Pharmaceuticals (see Note 7) is a variable interest entity; however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the activities of Rafael Pharmaceuticals that most significantly impact Rafael Pharmaceuticals’ economic performance. All significant intercompany accounts and transactions between the consolidated and combined affiliates are eliminated. Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Equity and cost method investments are included “Investments – Rafael Pharmaceuticals” and “Investments – Other” in the accompanying consolidated and combined balance sheets. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other Expenses, net” in the accompanying consolidated and combined statements of income, and a new basis in the investment is established. Income Taxes The accompanying consolidated and combined financial statements include provisions for federal, state and foreign income taxes. Prior to the Spin-Off, the Company joined with its Parent and other affiliates in filing a federal income tax return on a combined basis. Income taxes for the Company for periods prior to the Spin-Off are calculated on a separate tax return basis. Our income taxes for the period subsequent to the Spin-Off will be filed on our initial consolidated standalone return with the IRS. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years 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 of such change. The Company uses a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. The Company classifies interest and penalties on income taxes as a component of income tax expense. In November 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-17, “ Balance Sheet Classification of Deferred Taxes Contingencies The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred. Fair Value Measurements Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Functional Currency The U.S. Dollar is the functional currency of our entities operating in the United States. The functional currency for our subsidiary operating outside of the United States is the New Israeli Shekel, the currency of the primary economic environment in which the subsidiary primarily expends cash. For consolidated and combined entities whose functional currency is not the U.S. Dollar, the Company translates their financial statements into U.S. dollars. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date, and translate accounts from the statements of comprehensive income (loss) using the weighted average exchange rate for the period. The Company reports gains and losses from currency exchange rate changes related to intercompany receivables and payables, currently in non-operating expenses. Allowance for Doubtful Accounts The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Doubtful accounts are written-off upon final determination that the trade accounts will not be collected. The computation of this allowance is based on the tenants’ or parking customers’ payment histories and current credit statuses, as well as certain industry or geographic specific credit considerations. If the Company’s estimates of collectability differ from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. The credit risk is mitigated by the high quality of the Company’s existing tenant base, inclusive of related parties, which represented 51%, 64%, and 67% of the Company’s revenue for the years ended July 31, 2018, 2017 and 2016, respectively. The Company recorded bad debt expense of $0, $0, and $82,000 for the years ended July 31, 2018, 2017 and 2016, respectively. Research and Development Costs Costs for research and development are charged to expense as incurred. Research and development costs were incurred by LipoMedix. Repairs and Maintenance The Company charges the cost of repairs and maintenance, including the cost of replacing minor items not constituting substantial betterment, to selling, general and administrative expenses as these costs are incurred. Earnings Per Share Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is determined in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase is anti-dilutive. Stock Based Compensation The Company recognizes compensation expense for all of its grants of stock-based awards based on the estimated fair value on the grant date. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in selling, general and administrative expense. On August 1, 2017, the Company adopted the ASU intended to improve the accounting for employee share-based payments. The ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification on the statement of cash flows. The adoption of the ASU did not have a significant impact on the Company’s consolidated and combined financial statements. Other In March 2016, the FASB issued an ASU to improve the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted the new standard on August 1, 2017. The adoption of the new standard did not have a significant impact on the Company’s consolidated and combined financial statements. Recently Issued Accounting Standards Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”), and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard that will supersede most of the current revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (“IFRS”). The goals of the revenue recognition project were to clarify and converge the revenue recognition principles under U.S. GAAP and IFRS and to develop guidance that would streamline and enhance revenue recognition requirements. The Company will adopt this standard on August 1, 2018. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. The Company is evaluating the impact that the standard will have on its consolidated financial statements. In January 2016, the FASB issued an ASU to provide more information about recognition, measurement, presentation and disclosure of financial instruments. The Company adopted the amendments in this ASU on August 1, 2018. The amendments in the ASU include, among other changes, the following: (1) equity investments (except those accounted for under the equity method or that result in consolidation) will be measured at fair value with changes in fair value recognized in net income, (2) a qualitative assessment each reporting period to identify impairment of equity investments without readily determinable fair values, (3) financial assets and financial liabilities will be presented separately by measurement category and form of financial asset on the balance sheet or the notes to the financial statements, and (4) an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified as available-for-sale in other comprehensive income. In addition, a practicability exception will be available for equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient. These investments may be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Entities will have to reassess at each reporting period whether an investment qualifies for this practicability exception. The Company is evaluating the impact that the standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued an ASU that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on August 1, 2020. The Company is evaluating the impact that the new standard will have on its consolidated financial statements. In August 2017, the FASB issued an ASU intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the ASU includes certain targeted improvements to simplify the application of hedge accounting guidance in U.S. GAAP. The amendments in this ASU are effective for the Company on August 1, 2019. Early application is permitted. Entities will apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements will be applied prospectively. The Company is evaluating the impact that this ASU will have on its consolidated financial statements. In June 2018, the FASB issued an ASU to simplify several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718, Compensation—Stock Compensation Revenue from Contracts with Customers In August 2018, the FASB issued an ASU that modifies the disclosure requirements for fair value measurements. The amendments in this ASU are effective for the Company on August 1, 2020. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. The Company expects to adopt this ASU for its financial statements beginning in the first quarter of fiscal 2019. The adoption of this ASU will only impact the fair value measurement disclosures in the Company’s consolidated financial statements. |
Acquisition of LipoMedix Pharma
Acquisition of LipoMedix Pharmaceuticals Ltd. (“LipoMedix”) | 12 Months Ended |
Jul. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Lipomedix Pharmaceuticals Ltd. ("Lipomedix") | Note 2 — Acquisition of LipoMedix Pharmaceuticals Ltd. (“LipoMedix”) LipoMedix is a development-stage, privately held Israeli company focused on the development of an innovative, safe and effective cancer therapy based on liposome delivery. As a result of an initial $100,000 investment made in November 2016, the Company received approximately 3.2% of the common shares outstanding. During the second quarter of fiscal year 2017, the Company made an additional $300,000 investment in LipoMedix, increasing its ownership to 13.95% of the issued and outstanding ordinary shares, as well as providing LipoMedix with an advance of $200,000. During the fourth quarter of fiscal year 2017, the Company made an additional $1.1 million investment, inclusive of the $200,000 advance, in LipoMedix, increasing its ownership to 38.86% of the issued share capital of the issued and outstanding ordinary shares. As such, the Company began accounting for this investment under the equity method as of and for the fourth quarter of fiscal year 2017. During the fourth quarter of fiscal year 2017, the Company recognized approximately $113,000 as its proportionate share of LipoMedix’s loss. As of July 31, 2017, LipoMedix had assets totaling $1.2 million and liabilities totaling $77,000. On November 16, 2017, the Company exercised its option to purchase additional shares in LipoMedix for $900,000, which increased its ownership to 50.6% of the issued and outstanding ordinary shares. As such, the Company began consolidating this investment as of and for the second quarter of fiscal year 2018. On July 6, 2018, the Company provided bridge financing of $875,000 to LipoMedix (“Bridge Note”). This financing is convertible into shares of LipoMedix at the earliest of the following: 1) Upon an issuance of an aggregate $2.0 million of additional equity securities (excluding the Bridge Note) (“the Financing”), the Bridge Note amount shall be converted i nto shares of LipoMedix of the same class and series with the same rights , preferences and privileges as shall be issued in the Financ i ng at a conversion price per share equal to the product of (a) 75% and (b) the lowest price per share paid by the investor(s) i n the Financing; 2) Upon a Distribution Event, the Bridge Note shall automatically and without further action be converted into shares of the most senior class of shares of LipoMedix then issued at a conversion pr i ce per share that is equal to the product of (a) the distribut i on received on account of each such share by the holder thereof as a result of the consummation of the Distr i bution Event and (b) 75%, or the Company shall be e n t i tled to receive a redemption payment equal to the Bridge Note ($875,000); 3) If a Financing or Distribution Event do not occur prior to January 6, 2020 (18 months following the effective date of the agreement), the Bridge note will be converted into the most senior class of shares LipoMedix has then issued at a conversion price per share equal to $0 . 53 (calculated on the basis of LipoMedix ’ s pre-money valuat i on of $5.0 million, divided by its fully diluted share capital as of July 6, 2018. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Jul. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 3 — Marketable Securities The following is a summary of marketable securities: Amortized Gross Gross Fair Value (in thousands) Available-for-sale securities: July 31, 2018: Certificates of deposit* $ 7,757 $ — $ (23 ) $ 7,734 Federal Government Sponsored Enterprise notes 2,837 — (23 ) 2,814 International agency notes 522 — (17 ) 505 Mutual funds 5,469 — (98 ) 5,371 Corporate bonds 2,948 1 (56 ) 2,893 U.S. Treasury notes 5,476 — (92 ) 5,384 Municipal bonds — — — — Total $ 25,009 $ 1 $ (309 ) $ 24,701 * Each of the Company’s certificates of deposit has a CUSIP, was purchased in the secondary market through a broker, and may be sold in the secondary market. Proceeds from maturities and sales of available-for-sale securities were $6.7 million and $0 in fiscal year 2018 and fiscal year 2017, respectively. The gross realized gains that were included in earnings as a result of sales were $12,000 and $0 in fiscal year 2018 and fiscal year 2017, respectively. There were no gross realized losses that were included in earnings as a result of sales in fiscal year 2018 or fiscal year 2017. The Company uses the specific identification method in computing the gross realized gains and gross realized losses on the sales of marketable securities. The contractual maturities of the Company’s available-for-sale debt securities at July 31, 2018 were as follows: Fair Value (in thousands) Within one year $ 8,259 After one year through five years 11,282 After five years through ten years — After ten years — Total $ 19,541 The following available-for-sale securities were in an unrealized loss position for which other-than-temporary impairments have not been recognized: Unrealized Losses Fair Value (in thousands) July 31, 2018: Certificates of deposit $ (23 ) $ 6,422 Federal Government Sponsored Enterprise notes (23 ) 2,814 International agency notes (17 ) 505 Corporate bonds (98 ) 5,371 Equity (56 ) 2,606 U.S. Treasury notes (92 ) 5,384 Municipal bonds — — Total $ (309 ) $ 23,102 The Company did not own any marketable securities as of July 31, 2017. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jul. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 — Fair Value Measurements The following table presents the balance of assets measured at fair value on a recurring basis: (in thousands) Level 1 (1) Level 2 (2) Level 3 (3) Total July 31, 2018 Available-for-sale securities: Marketable Securities $ 10,755 $ 13,946 $ — $ 24,701 Hedge Funds — — 4,218 4,218 Rafael Pharmaceuticals convertible promissory notes — — 7,900 7,900 Total $ 10,755 $ 13,946 $ 12,118 $ 36,819 July 31, 2017 Available-for-sale securities: Rafael Pharmaceuticals convertible promissory notes $ — $ — $ 6,300 $ 6,300 Total $ — $ — $ 6,300 $ 6,300 (1) – quoted prices in active markets for identical assets or liabilities (2) – observable inputs other than quoted prices in active markets for identical assets and liabilities (3) – no observable pricing inputs in the market At July 31, 2018 and July 31, 2017, the Company did not have any liabilities measured at fair value on a recurring basis. At July 31, 2018 and July 31, 2017, the fair value of the Rafael Pharmaceuticals convertible promissory notes, which were classified as Level 3, was estimated based on a valuation of Rafael Pharmaceuticals by reference to recent transactions in its securities, the September 2016 Series D Convertible Note investment, as well as utilizing a discounted cash flow technique under the Income Approach and other factors that could not be corroborated by the market. The following table summarizes the change in the balance of the Company’s assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3). There were no liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) in the years ended July 31, 2018, 2017 or 2016. Year ended July 31, (in thousands) 2018 2017 2016 Balance, beginning of period $ 6,300 $ 2,000 $ — Total gains included in other comprehensive income 1,869 2,100 — Contributions by former Parent at Spin-Off 3,949 — — Purchases — 2,200 2,000 Balance, end of period $ 12,118 $ 6,300 $ 2,000 Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period $ — $ — $ — Prior to the Spin-Off, IDT contributed $3.9 million in hedge funds which were included in “Investments – Hedge Funds” in the accompanying consolidated and combined balance sheets. Prior to the Spin-Off, IDT contributed $2.0 million in investments in securities in another entity that are not liquid, which were included in “Investments – Other Pharmaceuticals” in the accompanying consolidated and combined balance sheets. The Company’s related investment is accounted for using the cost method; therefore this investment is not measured at fair value. |
Accounts and Rents Receivable
Accounts and Rents Receivable | 12 Months Ended |
Jul. 31, 2018 | |
Receivables [Abstract] | |
Accounts and Rents Receivable | Note 5 — Accounts and Rents Receivable Accounts and Rents Receivable consisted of the following (in thousands): July 31, 2018 2017 Trade Accounts Receivable $ 358 $ 346 Accounts Receivable – Related Party 11 — Less Allowance for Doubtful Accounts (82 ) (82 ) Accounts and Rents Receivable, net $ 287 $ 264 Accrued Rental Income included in Prepaid Expenses and Other Current Assets was approximately $88,000 and $10,000 as of July 31, 2018 and 2017, respectively. Noncurrent Accrued Rental Income included in Other Assets was approximately $1.0 million and $45,000 as of July 31, 2018 and 2017, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 — Property and Equipment Property and equipment consisted of the following (in thousands): July 31, 2018 2017 Building and Improvements $ 52,818 $ 51,240 Land 10,412 10,412 Furniture and Fixtures 1,145 1,150 Other 255 1,374 Construction in Progress 1,024 823 Less Accumulated Depreciation (15,541 ) (13,839 ) Total $ 50,113 $ 51,160 Other property and equipment consists of furniture and fixtures, office and other equipment and miscellaneous computer hardware. Depreciation and amortization expense pertaining to property and equipment was approximately $1.7 million, $1.7 million and $1.6 million for fiscal years 2018, 2017 and 2016, respectively. |
Investments - Rafael Pharmaceut
Investments - Rafael Pharmaceuticals | 12 Months Ended |
Jul. 31, 2018 | |
Schedule of Investments [Abstract] | |
Investments - Rafael Pharmaceuticals | Note 7 — Investments – Rafael Pharmaceuticals Rafael Pharmaceuticals is a clinical stage, oncology-focused pharmaceutical company committed to the development and commercialization of therapies that exploit the metabolic differences between normal cells and cancer cells. On December 7, 2015, IDT approved an investment of up to $10 million in Rafael Pharmaceuticals. $2 million of this investment was funded as of July 31, 2016, as follows: $500,000 funded upon signing the Subscription and Loan Agreement during the second quarter of fiscal year 2016; and $1.5 million funded during the third quarter of fiscal year 2016. On September 16, 2016, the Company made an additional $8 million investment. This $10 million investment was made in exchange for Rafael Pharmaceuticals’ 3.5% convertible promissory notes due on September 16, 2018. The Company and Rafael Pharmaceuticals are in discussions regarding the maturity of the Series D Note. To date, the Company has not accrued interest on this note, as collection cannot be reasonably assured; however, the Company has received an independent appraisal indicating the fair value of its investment in Rafael Pharmaceuticals exceeds the carrying value. Following the Spin-Off, the Company owns its interests/rights in Rafael Pharmaceutical through a 90%-owned non-operating subsidiary, IDT-Rafael Holdings, LLC. (“IDT-Rafael Holdings”). IDT-Rafael Holdings holds warrants to purchase a significant stake in Rafael Pharmaceuticals, as well as other equity and governance rights in Rafael Pharmaceuticals, and owns 50% of CS Pharma Holdings, LLC (“CS Pharma”), a non-operating entity which holds the convertible debt and other rights to purchase equity interests in Rafael Pharmaceuticals. Those interests/rights include: 1. $10,000,000 of Series D Convertible Notes of Rafael Pharmaceuticals held by CS Pharma. 2. A warrant to purchase 56% of the capital stock of Rafael Pharmaceuticals – the right to exercise the first $10,000,000 worth of the warrant is held by CS Pharma; and the remainder is held directly by IDT-Rafael Holdings. 3. Certain governance rights, including appointment of directors. 4. The contractual right to receive “Bonus Shares” for an additional 10% of the outstanding capital stock of Rafael Pharmaceuticals that was previously held by IDT-Rafael Holdings, which is contingent upon achieving certain milestones. If the milestones are met, Bonus Shares are to be issued without any additional payment and Howard Jonas has the right to designate the Bonus Shares to others, including those who are instrumental to the future success of Rafael Pharmaceuticals. On March 2, 2017, Howard Jonas, IDT’s Chairman of the Board, and Chairman of the Board of Rafael Pharmaceuticals, purchased 10% of IDT-Rafael Holdings, LLC, in which the Company’s direct and indirect interest and rights in Rafael Pharmaceuticals were held, for a purchase price of $1 million, which represented 10% of the Company’s cost basis in IDT-Rafael Holdings. The Company holds its interest in CS Pharma through its 90%-owned non-operating subsidiary, IDT-Rafael Holdings, LLC, which holds a 50% interest in CS Pharma. Accordingly, the Company holds an effective 45% indirect interest in the assets held by CS Pharma, including its cash. Separately, Howard Jonas and Deborah Jonas jointly own $525,000 of Series C Convertible Notes of Rafael Pharmaceuticals, and The Howard S. and Deborah Jonas Foundation owns $525,000 of Series C Notes of Rafael Pharmaceuticals. David Polinsky, our Chief Financial Officer, and certain family members and entities own $480,000 of Series C Convertible Notes of Rafael Pharmaceuticals, 4,045,041common shares of Rafael Pharmaceuticals, as well as hold a loan receivable from Rafael Pharmaceuticals of $1,225,650. David Polinsky is also owed deferred salary of $203,592, which remains outstanding from his previous period of employment at Rafael Pharmaceuticals. Additionally, officers of the Company hold the following options to purchase shares of Rafael Pharmaceuticals: Grant Options Vesting Price David Polinsky 7/1/09 60,000 1 Year $ 1.00 Howard Jonas 4/1/13 100,000 4 Years 1.25 David Polinsky 10/16/13 75,000 4 Years 1.25 Menachem Ash 8/1/17 500,000 3 Years 1.25 On September 12, 2017, the Company’s Compensation Committee, Corporate Governance Committee and Board of Directors approved a compensatory arrangement with Howard S. Jonas related to this right to receive additional Rafael shares. In connection with this arrangement, IDT-Rafael Holdings distributed this right to its members such that the Company received the right to 9% of the outstanding capital stock of Rafael and Mr. Jonas received the right to 1% of the outstanding capital stock of Rafael. In addition, as compensation for assuming the role of Chairman of the Board of Rafael, and to create additional incentive to contribute to the success of Rafael, on September 19, 2017, the Company assigned its right to receive 9% of the outstanding capital stock of Rafael to Mr. Jonas. The right is further transferable by Mr. Jonas, in his discretion. The Rafael Pharmaceuticals Series D Note earns interest at 3.5% per annum, with principal and accrued interest due and payable on September 16, 2018. The Company and Rafael Pharmaceuticals are in discussions regarding the maturity of the Series D Note. The Series D Note is convertible at the holder’s option into shares of Rafael Pharmaceuticals’ Series D Preferred Stock. The Series D Note also includes a mandatory conversion into Rafael Pharmaceuticals common stock upon a qualified initial public offering, and conversion at the holder’s option upon an unqualified financing event. In all cases, the Series D Note conversion price is based on the applicable financing purchase price. IDT-Rafael Holdings and CS Pharma were issued warrants to purchase shares of capital stock of Rafael Pharmaceuticals representing up to 56% of the then issued and outstanding capital stock of Rafael Pharmaceuticals, on an as-converted and fully diluted basis. The right to exercise warrants as to the first $10 million thereof is held by CS Pharma and the remainder is owned by IDT-Rafael Holdings. The warrant expires on December 31, 2020. Currently, if the Company desires to raise additional financing from unaffiliated parties in connection with the exercise of its warrant or other current rights to invest in Rafael Pharmaceuticals (but not including the Rafael Pharmaceuticals rights held by CS Pharma), it first must give the other CS Pharma holders the opportunity to provide such financing on a pro rata basis. The exercise price of the warrant is the lower of 70% of the price sold in an equity financing, or $1.25 per share, subject to certain adjustments. The minimum initial and subsequent exercises of the warrant shall be for such number of shares that will result in at least $5 million of gross proceeds to Rafael Pharmaceuticals, or such lesser amount as represents 5% of the outstanding capital stock of Rafael Pharmaceuticals, or such lesser amount as may then remain unexercised. The warrant will expire upon the earlier of December 31, 2020 or a qualified initial public offering or liquidation event of Rafael Pharmaceuticals. On September 5, 2018, CS Pharma exercised the first $10 million of warrants to purchase 8.0 million shares of Series D Convertible Preferred Stock of Rafael Pharmaceuticals, representing approximately 13.5% of the outstanding equity of Rafael Pharmaceuticals. Subsequent to this warrant exercise, based on the current shares issued and outstanding of Rafael Pharmaceuticals, the Company, and its affiliates that hold interests in Rafael Pharmaceuticals, would need to pay in the aggregate approximately $61 million to exercise the Warrant in full and approximately $46 million to purchase a 51% controlling stake in Rafael Pharmaceuticals. On an as-converted fully diluted basis (for all convertible securities of Rafael Pharmaceuticals outstanding), the Company and its affiliates that hold interests in Rafael Pharmaceuticals would need approximately $112 million to exercise the Warrant in full and approximately $88 million to purchase a 51% controlling stake in Rafael Pharmaceuticals. Following that exercise, a portion of our interest in Rafael Pharmaceuticals would continue to be held for the benefit of the other equity holders in IDT-Rafael Holdings and CS Pharma. The Company serves as the managing member of IDT-Rafael Holdings and IDT-Rafael Holdings serves as the managing member of CS Pharma, with broad authority to make all key decisions regarding their respective holdings. Any distributions that are made to CS Pharma from Rafael Pharmaceuticals that are in turn distributed by CS Pharma will need to be made pro rata to all members, which would entitle IDT-Rafael Holdings to 50% (based on current ownership) of such distributions. Similarly, if IDT-Rafael Holdings were to distribute proceeds it receives from CS Pharma, it would do so on a pro rata basis, entitled the Company to 90% (based on current ownership) of such distributions. The Company’s investment in Rafael Pharmaceuticals, which was included in “Investments – Rafael Pharmaceuticals” in the accompanying consolidated and combined balance sheets, consists of the following: July 31 2018 2017 Convertible promissory note (at fair value) $ 7,900 $ 6,300 Warrants (at cost) 5,400 5,400 Right to receive additional shares (at cost) — 400 Total investment in Rafael Pharmaceuticals $ 13,300 $ 12,100 Rafael Pharmaceuticals is a variable interest entity; however, the Company has determined that it is not the primary beneficiary as is does not have the power to direct the activities of Rafael Pharmaceuticals that most significantly impact Rafael Pharmaceuticals’ economic performance (see Note 1). As of March 26, 2018, IDT had provided Rafael Pharmaceuticals with $1.6 million in working capital financing that remains outstanding. The related receivable from Rafael Pharmaceutical was transferred by IDT to the Company prior to the Spin-Off. Subsequent to the Spin-Off through July 31, 2018, the Company provided Rafael Pharmaceuticals with $1.7 million in working capital financing, resulting in a total balance of $3.3 million that remains outstanding relating to working capital financing. The working capital financing provided to Rafael Pharmaceuticals was included in “Due from Rafael Pharmaceuticals” in the accompanying consolidated and combined balance sheets. In addition, the Company performs certain administrative services for Rafael Pharmaceuticals, for which the Company charges a monthly fee of approximately $40,000. As of July 31, 2018, a balance of approximately $162,000 remains outstanding for services performed between the Spin-Off date and July 31, 2018. The balance outstanding related to administrative services performed for Rafael Pharmaceuticals was included in “Due To (Due From) Related Parties” in the accompanying consolidated and combined balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 — Income Taxes Prior to the Spin-Off, the Company was a member of a combined group of entities for which income tax returns were filed for the combined group. For this period, income taxes for the Company were calculated on a separate tax return basis. The current U.S. federal and state income tax expense was recorded as an increase in the payable amount Due to Related Parties. Our income taxes for the period subsequent to the Spin-Off will be filed on our initial consolidated standalone return with the IRS. There is no current U.S. federal and state income tax expense for this period. The Company provides for deferred taxes based on the difference between the basis of assets and liabilities for financial reporting purposes and the basis for income tax purposes, calculated using enacted rates that will be in effect when the differences are expected to reverse. The components of (loss) income before income taxes are as follows (in thousands): Year Ended July 31, 2018 2017 2016 Domestic $ (2,581 ) $ 97 $ 1,100 Foreign (1,058 ) 107 59 (Loss) Income Before Income Taxes $ (3,639 ) $ 204 $ 1,159 Provision for income taxes as presented in the Statement of Comprehensive (Loss) Income consisted of the following (in thousands): Year Ended July 31, 2018 2017 2016 Current: Foreign $ 11 $ — $ — Federal — (229 ) 23 State — — — Total current expense 11 (229 ) 23 Deferred: Foreign — (6 ) 17 Federal 8,219 283 409 State 207 18 — Total deferred expense 8,426 295 426 Income tax expense $ 8,437 $ 66 $ 449 The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes are reported as follows (in thousands): Year Ended July 31, 2018 2017 2016 U.S. federal income tax at statutory rate $ (886 ) $ 70 $ 394 State income tax (141 ) 6 52 Valuation allowance 7,105 — — Foreign tax rate differential (290 ) (11 ) (5 ) Tax law change 2,499 — — Permanent differences 144 1 6 Other 6 — 2 Income tax expense $ 8,437 $ 66 $ 449 The Company has not recorded U.S. income tax expense for foreign earnings, as such earnings are permanently reinvested outside the United States. The cumulative undistributed foreign earnings are included in accumulated deficit in the Company’s consolidated and combined balance sheets and consisted of approximately $2.2 million at July 31, 2018. Upon distribution of these foreign earnings to the Company’s domestic entities, the Company may be subject to U.S. income taxes and withholding of foreign taxes; however, it is not practicable to determine the amount, if any, which would be paid. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands): July 31, 2018 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 5,753 $ 7,217 $ 6,937 AMT carryforwards — 24 24 Reserves and accruals 2,344 1,618 1,603 Stock-based compensation 14 — — Gross deferred tax assets 8,112 8,859 8,564 Less valuation allowance (8,112 ) — — Total deferred tax assets — 8,859 8,564 Total deferred tax liabilities — — — Deferred tax, net $ — $ 8,859 $ 8,564 Net deferred tax assets are included in “Deferred Taxes” in the consolidated and combined balance sheets. At July 31, 2018 and 2017, the Company has available federal and state net operating loss (“NOL”) carryforwards from domestic operations of approximately $20.0 million and $18.0 million, respectively, to offset future taxable income. The federal and state NOL carryforwards will begin to expire in 2026. The Company has no available NOLs from foreign operations. The AMT carryforwards do not expire. The Company has adopted the accounting policy that interest and penalties will be classified as a component of the provision for income taxes. As of the date of adoption of ASC 740 and through July 31, 2018, the Company did not have any interest or penalties associated with unrecognized tax benefits. The Company does not anticipate any significant changes to the unrecognized tax benefits within twelve months of this reporting date. Prior to the Spin-Off, the Company was a member of IDT’s combined group; therefore its income or loss was included in IDT’s tax return. IDT currently remains subject to examinations of its combined U.S. federal tax returns for fiscal years 2014 through 2017, and state and local tax returns generally for fiscal years 2013 through 2017. In connection with the Spin-Off, the Company entered into a tax separation agreement with IDT, which sets forth responsibilities with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the Spin-Off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods. IDT will be generally responsible for our federal, state, local and foreign income taxes for periods before and including the Spin-Off. The Company will be generally responsible for all other taxes relating to its business. The Company and IDT will each generally be responsible for managing those disputes that relate to the taxes for which each is responsible and, under certain circumstances, may jointly control any dispute relating to taxes for which both are responsible. The Company remains subject to examinations of its Israeli tax returns for fiscal years 2013 through 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jul. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 — Commitments and Contingencies Legal Proceedings On August 21, 2018, the Company entered into a settlement agreement with a building service provider in order to avoid the risks, delays and expenses inherent in and resulting from litigation. The $100,000 settlement Under a Founders Agreement among Lipomedix and other parties, two of Lipomedix’ founders would become entitled to consulting payments in the approximate amounts of $385,000 and $358,000, respectively, upon the satisfaction of certain conditions thereto. Lipomedix believes that those conditions have not been satisfied and does not believe that they are likely to be satisfied until Lipomedix is successful in raising significant equity capital in the future. On September 17, 2018, LipoMedix was notified of a claim initiated by one of its founders seeking payment of consulting fees in the amount of approximately $377,000 and seeking to place restrictions on LipoMedix’ bank accounts and other assets to protect his claim. LipoMedix does not believe that the individual has the right to receive any payment at the current time. LipoMedix responded to the demand for the placement of restrictions on its assets and intends to vigorously defend this matter. The Company may from time to time be subject to legal proceedings that may arise in the ordinary course of business. Although there can be no assurance in this regard, other than noted above, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jul. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 — Related Party Transactions The Company has historically maintained an intercompany balance Due to Related Parties that relates to cash advances for investments, loan repayments, charges for services provided to the Company by IDT and payroll costs for the Company’s personnel that were paid by IDT, partially offset by rental income paid by various companies under common control to IDT to the Company. IDT advanced $9.4 million to the Company during fiscal year 2017 to invest in Rafael Pharmaceuticals and LipoMedix. Prior to the Spin-Off, IDT charged the Company for certain transactions and allocated routine expenses for, among other things: (1) the allocation between the Company and IDT of employee benefits, taxes and other liabilities and obligations; (2) services to be provided by IDT relating to human resources and employee benefits administration; (3) the allocation of responsibilities relating to employee compensation and benefit plans and programs and other related matters; and (4) finance, accounting, tax and legal services to be provided by IDT to the Company. In fiscal year 2017, IDT allocated to the Company an aggregate of approximately $993,000, respectively, for payroll, benefits, insurance and other expenses, which were included in “Selling, general and administrative expense” in the consolidated and combined statements of comprehensive (loss) income. The change in the Company’s liability to related parties was as follows: Years ended July 31, 2018 2017 Balance at beginning of year $ 23,693 $ 15,145 Payments by IDT on behalf of the Company 385 993 Rental revenue billed to Related Parties (1,982 ) (3,705 ) Cash repayments, net of advances 1,375 11,260 Due to Related Parties balance capitalized at Spin-Off (24,116 ) — Billings from Transition Services Agreement with IDT (426 ) — Billings for services performed for Rafael Pharmaceuticals (162 ) — Deposit from Howard Jonas for proposed purchase of Rafael Holdings Shares 864 — Balance at end of year $ 276 $ 23,693 |
Future Minimum Rents
Future Minimum Rents | 12 Months Ended |
Jul. 31, 2018 | |
Future Minimum Rents [Abstract] | |
Future Minimum Rents | Note 11 — Future Minimum Rents The properties are leased to tenants under net operating leases with initial term expiration dates ranging from 2021 to 2028. The future contractual minimum lease payments to be received (excluding operating expense reimbursements) by the Company as of July 31, 2018, under non-cancelable operating leases which expire on various dates through 2028, are as follows: Year ending July 31: Related Other Total (in thousands) 2019 $ 1,968 $ 1,012 $ 2,980 2020 2,004 1,142 3,146 2021 2,041 1,003 3,044 2022 2,079 907 2,985 2023 2,117 642 2,759 Thereafter 3,796 2,904 6,699 Total Minimum Future Rental Income $ 14,004 $ 7,609 $ 21,614 Related parties represented approximately 51%, 64%, and 67% of the Company’s total revenue for the years ended July 31, 2018, 2017 and 2016, respectively. The Company amended all of its related party leases as of August 1, 2017. The related party leases expire in April 2025 and are for 88,631 square feet and include two parking spots per thousand square feet of space leased at 520 Broad Street and for 3,595 square feet in Israel. The annual rent will be approximately $2.0 million. The related parties have the right to terminate the domestic leases upon four months’ notice, and upon early termination will pay a termination penalty equal to 25% of the portion of the rent due over the course of the remaining term. The related parties have the right to terminate the Israeli leases upon two months’ notice. Related parties will have the right to lease an additional 25,000 square feet in the building located at 520 Broad Street on the same terms as the base lease, and other rights to a further 25,000 square feet should all available space be leased to other tenants. Upon expiration of the lease, these related parties have the right to renew the leases for another five years. |
Business Segment Information
Business Segment Information | 12 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 12 — Business Segment Information The Company conducts business as two operating segments, Pharmaceuticals and Real Estate. The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision maker. Beginning in the second quarter of fiscal 2018, the Pharmaceuticals segment is comprised of debt interests and warrants in Rafael Pharmaceuticals and a majority equity interest in LipoMedix Pharmaceuticals. Comparative results have been reclassified and restated as if the Pharmaceuticals segment existed for all periods presented. To date, the Pharmaceuticals segment has not generated any revenues. The Real Estate segment includes the Company’s real estate holdings, including the building at 520 Broad Street in Newark, New Jersey that houses IDT’s headquarters and its associated public garage, an office/data center building in Piscataway, New Jersey and a portion of a building in Israel that hosts offices for IDT and certain affiliates. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Real Estate segment based primarily on income (loss) from operations and its Pharmaceuticals segment based primarily on research and development efforts and results of clinical trials. All investments in Rafael Pharmaceuticals and assets, expenses and expenses associated with LipoMedix are tracked separately in the Pharmaceuticals segment. All corporate costs are allocated to the Real Estate segment. Operating results for the business segments of the Company are as follows: (in thousands) Pharmaceuticals Real Total Year Ended July 31, 2018 Revenues $ — $ 4,371 $ 4, 371 Loss from operations (1,061 ) (2,780) (3,841 ) Year Ended July 31, 2017 Revenues $ — $ 5,618 $ 5,618 Income from operations — 1,192 1,192 Geographic Information Revenue from customers located outside of the United States was generated entirely from related parties located in Israel. Revenue from these non-United States customers as a percentage of total revenues was as follows (revenues by country are determined based on the location of the related facility): Year ended July 31, 2018 2017 2016 Revenue from tenants located in Israel 6 % 5 % 5 % Net long-lived assets and total assets of the Company were located as follows: (in thousands) United Israel Total July 31, 2018 Long-lived Assets, net $ 69,935 $ 2,473 $ 72,408 Total Assets 113,279 3,641 116,920 July 31, 2017 Long-lived Assets, net $ 71,674 $ 2,363 $ 74,037 Total Assets 83,675 2,529 86,204 |
Equity
Equity | 12 Months Ended |
Jul. 31, 2018 | |
Equity [Abstract] | |
Equity | Note 13—Equity Class A Common Stock and Class B Common Stock The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock. Approval of Sale of Shares of Class B Common Stock to Howard S. Jonas On April 26, 2018, the Board of Directors of Rafael Holdings, Inc. (the “Company”) and its Corporate Governance Committee approved an arrangement with Howard S. Jonas, the Chairman of the Board, Chief Executive Officer and controlling stockholder of the Company, related to the purchase of shares of Class B common stock of the Company by Mr. Jonas. Under the arrangement, subject to approval of the stockholders of the Company, Mr. Jonas has agreed to purchase 1,254,200 shares of Class B common stock (representing ten percent of the issued and outstanding equity of the Company) at a price per share of $6.89, which was the closing price for the Class B common stock on the New York Stock Exchange on April 26, 2018 (the last closing price before approval of the arrangement) for an aggregate purchase price of $8,641,438. The investment is intended to provide the Company with working capital and to support growth initiatives, including additional investments in the real estate and pharmaceutical industries and in companies in which the Company owns interests. The arrangement is subject to approval of the stockholders of the Company, and no shares will be issued unless such approval is obtained. Mr. Jonas has agreed to vote in favor of the arrangement when it is submitted to the stockholders. The Company has agreed to present the matter to its stockholders at the next meeting of stockholders to be held. Mr. Jonas paid $864,144 of the purchase price on May 31, 2018, which was included in “Due to Related Parties” in the accompanying consolidated and combined balance sheets. The remainder of the purchase price will be payable following approval of the stockholders of the Company, and the shares will be issued upon payment of in full. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jul. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 14—Stock-Based Compensation Stock Options In the Spin-Off, the exercise price of each outstanding option to purchase IDT Class B common stock that was issued by IDT was proportionately reduced based on the relative trading prices of IDT and the Company following the Spin-Off. Further, each holder of an option to purchase IDT Class B common stock received a ratable share in a pool of options to purchase shares of the Company’s Class B common stock (which was based on 1 for 2 distribution ratio of the Spin-Off). The exercise price of the Company’s options is $4.90 per share, which is equal to the closing price of the Company’s Class B common stock on the first trading day following the consummation of the Spin-Off. The expiration date of the Company’s options is equal to the later of (i) the expiration of the IDT option held by such option holder and (ii) a date on or about the first anniversary of the Spin-Off when the Company’s insiders will be free to trade in shares of the Company under the Company’s insider trading policy. The options to purchase shares of the Company were issued under the Company’s Plan. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock on the date of grant. Option awards generally vest on a graded basis over five years of service and have ten-year contractual terms. The fair value of stock options was estimated on the date of the grant using a Black-Scholes valuation model and the assumptions in the following table. No option awards were granted in fiscal 2018. Expected volatility is based on historical volatility of the Company’s Class B common stock and other factors. The Company uses historical data on exercise of stock options, post vesting forfeitures and other factors to estimate the expected term of the stock-based payments granted. The risk free rate is based on the U.S. Treasury yield curve in effect at the time of grant. A summary of stock option activity for the Company is as follows: Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2017 — $ — Issued in conjunction with the Spin-Off 626,662 4.90 Granted — Exercised — — Cancelled / Forfeited 82 4.90 OUTSTANDING AT JULY 31, 2018 626,580 $ 4.90 4.72 $ 3,070,242 EXERCISABLE AT JULY 31, 2018 597,182 $ 4.90 4.72 $ 2,926,192 No options were exercised during fiscal 2018, fiscal 2017 or and fiscal 2016. At July 31, 2018, there was no unrecognized compensation cost related to non-vested stock options. Restricted Stock The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service. As part of the Spin-Off, holders of restricted Class B common stock of IDT received, in respect of those restricted shares, one share of the Company’s Class B common stock for every two restricted shares of IDT that they held as of the record date for the Spin-Off. The Company issued an aggregate of 92,690 restricted shares of its Class B common stock to the holders of restricted Class B common stock of IDT. Such shares of the Company’s Class B common stock are restricted under the same terms as the IDT restricted stock in respect of which they were issued. The restricted shares of the Company’s Class B common stock received in the Spin-Off are subject to forfeiture on the same terms, and their restrictions will lapse at the same time, as the corresponding IDT shares. On March 28, 2018, the Company granted employees and consultants 76,445 and 42,500, respectively, restricted shares of Class B Common Stock, which will vest as to one-third of the granted shares on each of March 28, 2019, 2020 and 2021, unless otherwise determined by the Compensation Committee of the Company’s Board of Directors. The aggregate fair value of the grant was approximately $0.5 million, which will be charged to expense on a straight line basis as the shares vest. A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: (in thousands) Number of Weighted- Non-vested shares at July 31, 2017 — $ — Issued in conjunction with the Spin-Off 210,135 4.90 Granted 4,000 9.93 Vested (70,273 ) 4.90 Forfeited (2,063 ) 4.90 NON-VESTED SHARES AT JULY 31, 2018 141,799 $ 4.90 At July 31, 2018, there was $674,000 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over a weighted-average period of three years. The total grant date fair value of shares vested in fiscal 2018, fiscal 2017 and fiscal 2016 was $344,000, $0 and $0, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jul. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Note 15—Selected Quarterly Financial Data (Unaudited) The table below presents selected quarterly financial data of the Company for its fiscal quarters in fiscal 2018 and fiscal 2017: Quarter Ended Revenues Income (loss) Net income Net income (loss) Net income (loss) Net income 2018: October 31 $ 1,107 $ (1,053 ) $ (9,329 ) $ (9,329 ) $ (0.75 ) $ (0.75 ) January 31 956 (816 ) (722 ) (898 ) (0.07 ) (0.07 ) April 30 1,093 (731 ) (659 ) (787 ) (0.06 ) (0.06 ) July 31 1,215 (1,241 ) (1,366 ) (635 ) (0.05 ) (0.05 ) TOTAL $ 4,371 $ (3,841 ) $ (12,076 ) $ (11,649 ) $ (0.93 ) $ (0.93 ) 2017: October 31 $ 1,399 $ 158 $ 128 $ 128 $ 0.01 $ 0.01 January 31 1,337 127 166 166 0.01 0.01 April 30 1,282 (164 ) (65 ) (65 ) (0.01 ) (0.01 ) July 31 1,600 100 (91 ) (91 ) (0.01 ) (0.01 ) TOTAL $ 5,618 $ 221 $ 138 $ 138 $ (0.01 ) $ (0.01 ) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Rafael Holdings, Inc. (“Rafael Holdings”), a Delaware corporation, is comprised of all of the accounts of the following wholly-owned subsidiaries: IDT 225 Old NB Road, LLC, a Delaware limited liability company; Rafael Realty LLC, a New Jersey limited liability company; I.D.T. R.E. Holdings, Ltd., an Israeli company; Broad-Atlantic Associates LLC, a Delaware limited liability company; and Rafael Realty Holdings, Inc., a Delaware corporation. Additionally, it includes the accounts of the 50.6% LipoMedix Pharmaceuticals, Ltd., an Israeli Company, the 69.3% owned Hillview Avenue Realty, a Delaware limited liability company and Hillview Avenue Realty JV, a Delaware limited liability company and the 90% owned IDT-Rafael Holdings, LLC, a Delaware limited liability company, in which the Company owns its 50% interest in CS Pharma Holdings, LLC (effectively, a 45% interest). The “Company” in these financial statements refers to Rafael Holdings on this consolidated and combined basis as if Rafael Holdings existed and owned the above interests in these entities in all periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation or combination. |
Properties | Properties The Company owns commercial real estate located at 520 Broad Street, Newark, New Jersey, which serves as headquarters for IDT Corporation (“IDT”), Genie Energy Ltd. and the Company, and a related 800-car public parking garage across the street, as well as a building located at 225 Old New Brunswick Road in Piscataway, New Jersey that is used partially by IDT Telecom, Inc. for certain of its operations. Additionally, the Company owns a portion of the 6 th The Company’s fiscal year ends on July 31 of each calendar year. Each reference below to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., fiscal year 2018 refers to the fiscal year ending July 31, 2018). The Company’s Spin-Off The Company was formerly a subsidiary of IDT. On March 26, 2018, IDT spun-off the Company to IDT’s stockholders and the Company became an independent public company through a pro rata distribution of the Company’s common stock held by IDT to IDT’s stockholders (the “Spin-Off”). As a result of the Spin-Off, each of IDT’s stockholders received: (i) one share of the Company’s Class A common stock for every two shares of IDT’s Class A common stock held of record on March 13, 2018 (the “Record Date”), and (ii) one share of the Company’s Class B common stock for every two shares of IDT’s Class B common stock held of record on the Record Date. On March 26, 2018, 787,163 shares of the Company’s Class A common stock, and 11,754,835 shares of the Company’s Class B common stock were issued and outstanding, which includes 114,945 restricted stock units issued to employees and consultants in connection with the spin. The Company entered into various agreements with IDT prior to the Spin-Off including a Separation and Distribution Agreement to effect the separation and provide a framework for the Company’s relationship with IDT after the Spin-Off, and a Transition Services Agreement, which provides for certain services to be performed by IDT to facilitate the Company’s transition into a separate publicly-traded company. These agreements provide for, among other things, (1) the allocation between the Company and IDT of employee benefits, taxes and other liabilities and obligations attributable to periods prior to the Spin-Off, (2) transitional services to be provided by IDT relating to human resources and employee benefits administration, and (3) finance, accounting, tax, investor relations and legal services to be provided by IDT to the Company following the Spin-Off. In addition, the Company entered into a Tax Separation Agreement with IDT, which sets forth the responsibilities of the Company and IDT with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the Spin-Off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. |
Revenue Recognition | Revenue Recognition Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within Accounts and Rents Receivable and Other Assets on the consolidated and combined balance sheets, represents cumulative rental income earned in excess of rent payments received pursuant to the terms of the individual lease agreements. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required rent payments or parking customers to pay amounts due. Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs are recognized as revenue in the period during which the expenses are incurred. Tenant reimbursements are recognized and presented in accordance with guidance in ASC 605-45 “Principal Agent Considerations” (“ASC 605-45”). ASC 605-45 requires that these reimbursements be recorded on a gross basis, as: the Company is generally the primary obligor with respect to purchasing goods and services from third-party suppliers; has discretion in selecting the supplier; and has credit risk. The Company’s parking revenues are derived from monthly parking and transient parking. The Company recognizes parking revenue as earned. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers The Company routinely assesses the financial strength of its customers. As a result, the Company believes that its accounts receivable credit risk exposure is limited. For the year ended July 31, 2018, related parties and one customer represented 51%, and 10% of the Company’s revenue, respectively, and as of July 31, 2018, five customers represented 28%, 16%, 12%, 12%, and 12% of the Company’s accounts receivable balance, respectively. For the year ended July 31, 2017, related parties represented 64% of the Company’s revenue, and as of July 31, 2017, three customers represented 27%, 26% and 24% of the Company’s accounts receivable balance, respectively. For the year ended July 31, 2016, related parties represented 67% of the Company’s revenue, and as of July 31, 2016, four customers represented 19%, 14%, 13% and 11% of the Company’s accounts receivable balance, respectively. |
Long-Lived Assets | Long-Lived Assets Equipment, buildings, equipment and furniture and fixtures are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, which range as follows: Classification Years Building and Improvements 40 Tenant Improvements 7 Other (primarily equipment and furniture and fixtures) 5 The Company tests the recoverability of its long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company tests for recoverability based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss, if any, based on the difference between the estimated fair value and the carrying value of the asset. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities | Marketable Securities The Company’s investments in marketable securities are classified as “available-for-sale.” Available-for-sale securities are required to be carried at their fair value, with unrealized gains and losses (net of income taxes) that are considered temporary in nature recorded in “Accumulated other comprehensive loss” in the accompanying consolidated and combined balance sheets. The Company uses the specific identification method in computing the gross realized gains and gross realized losses on the sales of marketable securities. The Company periodically evaluates its investments in marketable securities for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include, in addition to persistent, declining market prices, general economic and Company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to operations is recorded in “Other expenses, net” in the accompanying consolidated and combined statements of income and a new cost basis in the investment is established. |
Investments | Investments The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated and combined financial statements include the Company’s controlled affiliates. In addition, Rafael Pharmaceuticals (see Note 7) is a variable interest entity; however, the Company has determined that it is not the primary beneficiary as the Company does not have the power to direct the activities of Rafael Pharmaceuticals that most significantly impact Rafael Pharmaceuticals’ economic performance. All significant intercompany accounts and transactions between the consolidated and combined affiliates are eliminated. Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. Investments in which the Company does not have the ability to exercise significant influence over operating and financial matters are accounted for using the cost method. Equity and cost method investments are included “Investments – Rafael Pharmaceuticals” and “Investments – Other” in the accompanying consolidated and combined balance sheets. The Company periodically evaluates its equity and cost method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded in “Other Expenses, net” in the accompanying consolidated and combined statements of income, and a new basis in the investment is established. |
Income Taxes | Income Taxes The accompanying consolidated and combined financial statements include provisions for federal, state and foreign income taxes. Prior to the Spin-Off, the Company joined with its Parent and other affiliates in filing a federal income tax return on a combined basis. Income taxes for the Company for periods prior to the Spin-Off are calculated on a separate tax return basis. Our income taxes for the period subsequent to the Spin-Off will be filed on our initial consolidated standalone return with the IRS. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years 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 of such change. The Company uses a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. The Company classifies interest and penalties on income taxes as a component of income tax expense. In November 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-17, “ Balance Sheet Classification of Deferred Taxes |
Contingencies | Contingencies The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred. |
Fair Value Measurements | Fair Value Measurements Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. |
Functional Currency | Functional Currency The U.S. Dollar is the functional currency of our entities operating in the United States. The functional currency for our subsidiary operating outside of the United States is the New Israeli Shekel, the currency of the primary economic environment in which the subsidiary primarily expends cash. For consolidated and combined entities whose functional currency is not the U.S. Dollar, the Company translates their financial statements into U.S. dollars. The Company translates assets and liabilities at the exchange rate in effect as of the financial statement date, and translate accounts from the statements of comprehensive income (loss) using the weighted average exchange rate for the period. The Company reports gains and losses from currency exchange rate changes related to intercompany receivables and payables, currently in non-operating expenses. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Doubtful accounts are written-off upon final determination that the trade accounts will not be collected. The computation of this allowance is based on the tenants’ or parking customers’ payment histories and current credit statuses, as well as certain industry or geographic specific credit considerations. If the Company’s estimates of collectability differ from the cash received, then the timing and amount of the Company’s reported revenue could be impacted. The credit risk is mitigated by the high quality of the Company’s existing tenant base, inclusive of related parties, which represented 51%, 64%, and 67% of the Company’s revenue for the years ended July 31, 2018, 2017 and 2016, respectively. The Company recorded bad debt expense of $0, $0, and $82,000 for the years ended July 31, 2018, 2017 and 2016, respectively. |
Research and Development Costs | Research and Development Costs Costs for research and development are charged to expense as incurred. Research and development costs were incurred by LipoMedix. |
Repairs and Maintenance | Repairs and Maintenance The Company charges the cost of repairs and maintenance, including the cost of replacing minor items not constituting substantial betterment, to selling, general and administrative expenses as these costs are incurred. |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is determined in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase is anti-dilutive. |
Stock Based Compensation | Stock Based Compensation The Company recognizes compensation expense for all of its grants of stock-based awards based on the estimated fair value on the grant date. Compensation cost for awards is recognized using the straight-line method over the vesting period. Stock-based compensation is included in selling, general and administrative expense. On August 1, 2017, the Company adopted the ASU intended to improve the accounting for employee share-based payments. The ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences and classification on the statement of cash flows. The adoption of the ASU did not have a significant impact on the Company’s consolidated and combined financial statements. |
Other | Other In March 2016, the FASB issued an ASU to improve the accounting for employee share-based payments. The new standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted the new standard on August 1, 2017. The adoption of the new standard did not have a significant impact on the Company’s consolidated and combined financial statements. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”), and the International Accounting Standards Board jointly issued a comprehensive new revenue recognition standard that will supersede most of the current revenue recognition guidance under U.S. GAAP and International Financial Reporting Standards (“IFRS”). The goals of the revenue recognition project were to clarify and converge the revenue recognition principles under U.S. GAAP and IFRS and to develop guidance that would streamline and enhance revenue recognition requirements. The Company will adopt this standard on August 1, 2018. Entities have the option of using either a full retrospective or modified retrospective approach for the adoption of the standard. The Company is evaluating the impact that the standard will have on its consolidated financial statements. In January 2016, the FASB issued an ASU to provide more information about recognition, measurement, presentation and disclosure of financial instruments. The Company adopted the amendments in this ASU on August 1, 2018. The amendments in the ASU include, among other changes, the following: (1) equity investments (except those accounted for under the equity method or that result in consolidation) will be measured at fair value with changes in fair value recognized in net income, (2) a qualitative assessment each reporting period to identify impairment of equity investments without readily determinable fair values, (3) financial assets and financial liabilities will be presented separately by measurement category and form of financial asset on the balance sheet or the notes to the financial statements, and (4) an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. Entities will no longer be able to recognize unrealized holding gains and losses on equity securities classified as available-for-sale in other comprehensive income. In addition, a practicability exception will be available for equity investments that do not have readily determinable fair values and do not qualify for the net asset value practical expedient. These investments may be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Entities will have to reassess at each reporting period whether an investment qualifies for this practicability exception. The Company is evaluating the impact that the standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued an ASU that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on August 1, 2020. The Company is evaluating the impact that the new standard will have on its consolidated financial statements. In August 2017, the FASB issued an ASU intended to improve the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. In addition, the ASU includes certain targeted improvements to simplify the application of hedge accounting guidance in U.S. GAAP. The amendments in this ASU are effective for the Company on August 1, 2019. Early application is permitted. Entities will apply the amendments to cash flow and net investment hedge relationships that exist on the date of adoption using a modified retrospective approach. The presentation and disclosure requirements will be applied prospectively. The Company is evaluating the impact that this ASU will have on its consolidated financial statements. In June 2018, the FASB issued an ASU to simplify several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718, Compensation—Stock Compensation Revenue from Contracts with Customers In August 2018, the FASB issued an ASU that modifies the disclosure requirements for fair value measurements. The amendments in this ASU are effective for the Company on August 1, 2020. An entity is permitted to early adopt any removed or modified disclosures and delay adoption of the additional disclosures until their effective date. The Company expects to adopt this ASU for its financial statements beginning in the first quarter of fiscal 2019. The adoption of this ASU will only impact the fair value measurement disclosures in the Company’s consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Classification Years Building and Improvements 40 Tenant Improvements 7 Other (primarily equipment and furniture and fixtures) 5 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of marketable securities | Amortized Gross Gross Fair Value (in thousands) Available-for-sale securities: July 31, 2018: Certificates of deposit* $ 7,757 $ — $ (23 ) $ 7,734 Federal Government Sponsored Enterprise notes 2,837 — (23 ) 2,814 International agency notes 522 — (17 ) 505 Mutual funds 5,469 — (98 ) 5,371 Corporate bonds 2,948 1 (56 ) 2,893 U.S. Treasury notes 5,476 — (92 ) 5,384 Municipal bonds — — — — Total $ 25,009 $ 1 $ (309 ) $ 24,701 * Each of the Company’s certificates of deposit has a CUSIP, was purchased in the secondary market through a broker, and may be sold in the secondary market. |
Schedule of contractual maturities of the Company's available-for-sale debt securities | Fair Value (in thousands) Within one year $ 8,259 After one year through five years 11,282 After five years through ten years — After ten years — Total $ 19,541 |
Schedule of available-for-sale securities were in an unrealized loss position | Unrealized Losses Fair Value (in thousands) July 31, 2018: Certificates of deposit $ (23 ) $ 6,422 Federal Government Sponsored Enterprise notes (23 ) 2,814 International agency notes (17 ) 505 Corporate bonds (98 ) 5,371 Equity (56 ) 2,606 U.S. Treasury notes (92 ) 5,384 Municipal bonds — — Total $ (309 ) $ 23,102 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of balance of assets measured at fair value on a recurring basis | (in thousands) Level 1 (1) Level 2 (2) Level 3 (3) Total July 31, 2018 Available-for-sale securities: Marketable Securities $ 10,755 $ 13,946 $ — $ 24,701 Hedge Funds — — 4,218 4,218 Rafael Pharmaceuticals convertible promissory notes — — 7,900 7,900 Total $ 10,755 $ 13,946 $ 12,118 $ 36,819 July 31, 2017 Available-for-sale securities: Rafael Pharmaceuticals convertible promissory notes $ — $ — $ 6,300 $ 6,300 Total $ — $ — $ 6,300 $ 6,300 (1) – quoted prices in active markets for identical assets or liabilities (2) – observable inputs other than quoted prices in active markets for identical assets and liabilities (3) – no observable pricing inputs in the market |
Summary of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | Year ended July 31, (in thousands) 2018 2017 2016 Balance, beginning of period $ 6,300 $ 2,000 $ — Total gains included in other comprehensive income 1,869 2,100 — Contributions by former Parent at Spin-Off 3,949 — — Purchases — 2,200 2,000 Balance, end of period $ 12,118 $ 6,300 $ 2,000 Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period $ — $ — $ — |
Accounts and Rents Receivable (
Accounts and Rents Receivable (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Receivables [Abstract] | |
Schedule of accounts and rents receivable | July 31, 2018 2017 Trade Accounts Receivable $ 358 $ 346 Accounts Receivable – Related Party 11 — Less Allowance for Doubtful Accounts (82 ) (82 ) Accounts and Rents Receivable, net $ 287 $ 264 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | July 31, 2018 2017 Building and Improvements $ 52,818 $ 51,240 Land 10,412 10,412 Furniture and Fixtures 1,145 1,150 Other 255 1,374 Construction in Progress 1,024 823 Less Accumulated Depreciation (15,541 ) (13,839 ) Total $ 50,113 $ 51,160 |
Investments - Rafael Pharmace_2
Investments - Rafael Pharmaceuticals (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Schedule of Investments [Abstract] | |
Schedule of options to purchase shares | Grant Options Vesting Price David Polinsky 7/1/09 60,000 1 Year $ 1.00 Howard Jonas 4/1/13 100,000 4 Years 1.25 David Polinsky 10/16/13 75,000 4 Years 1.25 Menachem Ash 8/1/17 500,000 3 Years 1.25 |
Schedule of consolidated and combined balance sheets | July 31 2018 2017 Convertible promissory note (at fair value) $ 7,900 $ 6,300 Warrants (at cost) 5,400 5,400 Right to receive additional shares (at cost) — 400 Total investment in Rafael Pharmaceuticals $ 13,300 $ 12,100 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | Year Ended July 31, 2018 2017 2016 Domestic $ (2,581 ) $ 97 $ 1,100 Foreign (1,058 ) 107 59 (Loss) Income Before Income Taxes $ (3,639 ) $ 204 $ 1,159 |
Schedule of provision for income taxes | Year Ended July 31, 2018 2017 2016 Current: Foreign $ 11 $ — $ — Federal — (229 ) 23 State — — — Total current expense 11 (229 ) 23 Deferred: Foreign — (6 ) 17 Federal 8,219 283 409 State 207 18 — Total deferred expense 8,426 295 426 Income tax expense $ 8,437 $ 66 $ 449 |
Schedule of differences between income taxes | Year Ended July 31, 2018 2017 2016 U.S. federal income tax at statutory rate $ (886 ) $ 70 $ 394 State income tax (141 ) 6 52 Valuation allowance 7,105 — — Foreign tax rate differential (290 ) (11 ) (5 ) Tax law change 2,499 — — Permanent differences 144 1 6 Other 6 — 2 Income tax expense $ 8,437 $ 66 $ 449 |
Schedule of deferred tax assets and deferred tax liabilities | July 31, 2018 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 5,753 $ 7,217 $ 6,937 AMT carryforwards — 24 24 Reserves and accruals 2,344 1,618 1,603 Stock-based compensation 14 — — Gross deferred tax assets 8,112 8,859 8,564 Less valuation allowance (8,112 ) — — Total deferred tax assets — 8,859 8,564 Total deferred tax liabilities — — — Deferred tax, net $ — $ 8,859 $ 8,564 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of change in the Company's liability to related parties | Years ended July 31, 2018 2017 Balance at beginning of year $ 23,693 $ 15,145 Payments by IDT on behalf of the Company 385 993 Rental revenue billed to Related Parties (1,982 ) (3,705 ) Cash repayments, net of advances 1,375 11,260 Due to Related Parties balance capitalized at Spin-Off (24,116 ) — Billings from Transition Services Agreement with IDT (426 ) — Billings for services performed for Rafael Pharmaceuticals (162 ) — Deposit from Howard Jonas for proposed purchase of Rafael Holdings Shares 864 — Balance at end of year $ 276 $ 23,693 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Future Minimum Rents [Abstract] | |
Schedule of non-cancelable operating leases | Year ending July 31: Related Other Total (in thousands) 2019 $ 1,968 $ 1,012 $ 2,980 2020 2,004 1,142 3,146 2021 2,041 1,003 3,044 2022 2,079 907 2,985 2023 2,117 642 2,759 Thereafter 3,796 2,904 6,699 Total Minimum Future Rental Income $ 14,004 $ 7,609 $ 21,614 |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (in thousands) Pharmaceuticals Real Total Year Ended July 31, 2018 Revenues $ — $ 4,371 $ 4, 371 Loss from operations (1,061 ) (2,780) (3,841 ) Year Ended July 31, 2017 Revenues $ — $ 5,618 $ 5,618 Income from operations — 1,192 1,192 |
Schedule of revenue from tenants by geographic areas | Year ended July 31, 2018 2017 2016 Revenue from tenants located in Israel 6 % 5 % 5 % |
Schedule of net long-lived assets and total assets by geographic areas | (in thousands) United Israel Total July 31, 2018 Long-lived Assets, net $ 69,935 $ 2,473 $ 72,408 Total Assets 113,279 3,641 116,920 July 31, 2017 Long-lived Assets, net $ 71,674 $ 2,363 $ 74,037 Total Assets 83,675 2,529 86,204 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of of stock option activity | Number of Weighted- Weighted- Aggregate Outstanding at July 31, 2017 — $ — Issued in conjunction with the Spin-Off 626,662 4.90 Granted — Exercised — — Cancelled / Forfeited 82 4.90 OUTSTANDING AT JULY 31, 2018 626,580 $ 4.90 4.72 $ 3,070,242 EXERCISABLE AT JULY 31, 2018 597,182 $ 4.90 4.72 $ 2,926,192 |
Schedule of grants of restricted shares of Class B common stock | (in thousands) Number of Weighted- Non-vested shares at July 31, 2017 — $ — Issued in conjunction with the Spin-Off 210,135 4.90 Granted 4,000 9.93 Vested (70,273 ) 4.90 Forfeited (2,063 ) 4.90 NON-VESTED SHARES AT JULY 31, 2018 141,799 $ 4.90 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of selected quarterly financial data | Quarter Ended Revenues Income (loss) Net income Net income (loss) Net income (loss) Net income 2018: October 31 $ 1,107 $ (1,053 ) $ (9,329 ) $ (9,329 ) $ (0.75 ) $ (0.75 ) January 31 956 (816 ) (722 ) (898 ) (0.07 ) (0.07 ) April 30 1,093 (731 ) (659 ) (787 ) (0.06 ) (0.06 ) July 31 1,215 (1,241 ) (1,366 ) (635 ) (0.05 ) (0.05 ) TOTAL $ 4,371 $ (3,841 ) $ (12,076 ) $ (11,649 ) $ (0.93 ) $ (0.93 ) 2017: October 31 $ 1,399 $ 158 $ 128 $ 128 $ 0.01 $ 0.01 January 31 1,337 127 166 166 0.01 0.01 April 30 1,282 (164 ) (65 ) (65 ) (0.01 ) (0.01 ) July 31 1,600 100 (91 ) (91 ) (0.01 ) (0.01 ) TOTAL $ 5,618 $ 221 $ 138 $ 138 $ (0.01 ) $ (0.01 ) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jul. 31, 2018 | |
Building and Improvements [Member] | |
Finite lived intangible asset useful life | 40 years |
Tenant Improvements [Member] | |
Finite lived intangible asset useful life | 7 years |
Other (primarily equipment and furniture and fixtures) [Member] | |
Finite lived intangible asset useful life | 5 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 26, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Nov. 16, 2017 | |
Description of Business and Basis of Presentation (Textual) | |||||
Bad debt expense | $ 82 | ||||
Customer One [Member] | Sales Revenue, Net [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 10.00% | ||||
Number of customers | 1 | ||||
Customer One [Member] | Accounts Receivable [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 28.00% | 27.00% | 19.00% | ||
Customer Two [Member] | Accounts Receivable [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 16.00% | 26.00% | 14.00% | ||
Number of customers | 2 | ||||
Customer Three [Member] | Accounts Receivable [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 12.00% | 24.00% | 13.00% | ||
Number of customers | 3 | ||||
Customer Four [Member] | Accounts Receivable [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 12.00% | 11.00% | |||
Number of customers | 4 | ||||
Customer Member [Member] | Accounts Receivable [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 12.00% | ||||
Hillview Avenue Realty [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Effective ownership percentage | 69.30% | ||||
LipoMedix Pharmaceuticals, Ltd., [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Effective ownership percentage | 50.60% | 50.60% | |||
Common Class B [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares issued | 11,762,346 | ||||
Common stock, shares outstanding | 11,762,346 | ||||
Restricted stock units issued | 92,690 | ||||
Common Class B [Member] | Subsidiaries [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares issued | 11,754,835 | ||||
Common stock, shares outstanding | 11,754,835 | ||||
Common Class A [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares issued | 787,163 | ||||
Common stock, shares outstanding | 787,163 | ||||
Common Class A [Member] | Subsidiaries [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Common stock, shares issued | 787,163 | ||||
Common stock, shares outstanding | 787,163 | ||||
IDT-Rafael Holdings, LLC [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Effective ownership percentage | 90.00% | ||||
IDT-Rafael Holdings, LLC [Member] | Sales Revenue, Net [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 51.00% | 64.00% | 67.00% | ||
IDT-Rafael Holdings, LLC [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Spin-off common stock, description | (i) one share of the Company’s Class A common stock for every two shares of IDT’s Class A common stock held of record on March 13, 2018 (the “Record Date”), and (ii) one share of the Company’s Class B common stock for every two shares of IDT’s Class B common stock held of record on the Record Date. | ||||
CS Pharma Holdings, LLC [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Effective ownership percentage | 50.00% | ||||
Noncontrolling interest percentage | 45.00% | ||||
Related Parties [Member] | Sales Revenue, Net [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Concentration risk percentage | 51.00% | 64.00% | 67.00% | ||
Employee Stock [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Restricted stock units issued | 114,945 | ||||
Consultants [Member] | |||||
Description of Business and Basis of Presentation (Textual) | |||||
Restricted stock units issued | 114,945 |
Acquisition of Lipomedix Phar_2
Acquisition of Lipomedix Pharmaceuticals Ltd. ('Lipomedix') (Details) - USD ($) $ in Thousands | Jul. 06, 2018 | Nov. 16, 2017 | Jul. 31, 2017 | Jan. 31, 2017 | Jul. 31, 2018 | Nov. 30, 2016 |
Acquisition of Lipomedix Pharmaceuticals Ltd. ('Lipomedix') (Textual) | ||||||
Initial investment | $ 12,100 | $ 13,300 | ||||
Lipomedix Pharmaceuticals Ltd [Member] | ||||||
Acquisition of Lipomedix Pharmaceuticals Ltd. ('Lipomedix') (Textual) | ||||||
Cost method investments ownership percentage | 38.86% | 13.95% | 3.20% | |||
Additional amount of investment funded | $ 900 | $ 1,100 | $ 300 | |||
Advance amount of additional investment | 200 | $ 200 | ||||
Ownership percentage in subsidiary and holds percentage of interest | 50.60% | 50.60% | ||||
Recognizes loss amount | 113 | |||||
Total assets value | 1,200 | |||||
Total Liabilities value | $ 77 | |||||
Initial investment | $ 875 | $ 100 | ||||
Description of acquisition entity | This financing is convertible into shares of LipoMedix at the earliest of the following: 1) Upon an issuance of an aggregate $2.0 million of additional equity securities (excluding the Bridge Note) (“the Financing”), the Bridge Note amount shall be converted into shares of LipoMedix of the same class and series with the same rights, preferences and privileges as shall be issued in the Financing at a conversion price per share equal to the product of (a) 75% and (b) the lowest price per share paid by the investor(s) in the Financing; 2) Upon a Distribution Event, the Bridge Note shall automatically and without further action be converted into shares of the most senior class of shares of LipoMedix then issued at a conversion price per share that is equal to the product of (a) the distribution received on account of each such share by the holder thereof as a result of the consummation of the Distribution Event and (b) 75%, or the Company shall be entitled to receive a redemption payment equal to the Bridge Note ($875,000); 3) If a Financing or Distribution Event do not occur prior to January 6, 2020 (18 months following the effective date of the agreement), the Bridge note will be converted into the most senior class of shares LipoMedix has then issued at a conversion price per share equal to $0.53 (calculated on the basis of LipoMedix’s pre-money valuation of $5.0 million, divided by its fully diluted share capital as of July 6, 2018. |
Marketable Securities (Details)
Marketable Securities (Details) $ in Thousands | 12 Months Ended | |
Jul. 31, 2018USD ($) | ||
Available-for-sale securities: | ||
Amortized Cost | $ 25,009 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (309) | |
Fair Value | 24,701 | |
Municipal bonds [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | ||
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Fair Value | ||
Mutual funds [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 5,469 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (98) | |
Fair Value | 5,371 | |
Federal Government Sponsored Enterprise notes [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 2,837 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (23) | |
Fair Value | 2,814 | |
International agency notes [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 522 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (17) | |
Fair Value | 505 | |
Corporate bonds [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 2,948 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | (56) | |
Fair Value | 2,893 | |
U.S. Treasury notes [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 5,476 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (92) | |
Fair Value | 5,384 | |
Certificates of deposit [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 7,757 | [1] |
Gross Unrealized Gains | [1] | |
Gross Unrealized Losses | (23) | [1] |
Fair Value | $ 7,734 | [1] |
[1] | Each of the Company's certificates of deposit has a CUSIP, was purchased in the secondary market through a broker, and may be sold in the secondary market. |
Marketable Securities (Details
Marketable Securities (Details 1) $ in Thousands | Jul. 31, 2018USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Within one year | $ 8,259 |
After one year through five years | 11,282 |
After five years through ten years | |
After ten years | |
Total | $ 19,541 |
Marketable Securities (Detail_2
Marketable Securities (Details 2) $ in Thousands | Jul. 31, 2018USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | $ (309) |
Fair Value | 23,102 |
Certificates of deposit [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | (23) |
Fair Value | 6,422 |
Federal Government Sponsored Enterprise notes [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | (23) |
Fair Value | 2,814 |
International agency notes [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | (17) |
Fair Value | 505 |
Corporate bonds [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | (98) |
Fair Value | 5,371 |
Equity [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | (56) |
Fair Value | 2,606 |
U.S. Treasury notes [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | (92) |
Fair Value | 5,384 |
Municipal bonds [Member] | |
Debt Securities, Available-for-sale [Line Items] | |
Unrealized Losses | |
Fair Value |
Marketable Securities (Detail_3
Marketable Securities (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Marketable Securities (Textual) | ||
Proceeds from maturities and sales of available-for-sale securities | $ 6,700 | $ 0 |
Realized gains from sales of available-for-sale securities | $ 12 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 | |
Available-for-sale securities: | |||
Marketable Securities | $ 24,701 | ||
Fair Value Measurements, Recurring basis [Member] | |||
Available-for-sale securities: | |||
Marketable Securities | 24,701 | ||
Hedge Funds | 4,218 | ||
Rafael Pharmaceuticals convertible promissory notes | 7,900 | 6,300 | |
Total | 36,819 | 6,300 | |
Fair Value Measurements, Recurring basis [Member] | Level 1 [Member] | |||
Available-for-sale securities: | |||
Marketable Securities | [1] | 10,755 | |
Hedge Funds | [1] | ||
Rafael Pharmaceuticals convertible promissory notes | [1] | ||
Total | [1] | 10,755 | |
Fair Value Measurements, Recurring basis [Member] | Level 2 [Member] | |||
Available-for-sale securities: | |||
Marketable Securities | [2] | 13,946 | |
Hedge Funds | [2] | ||
Rafael Pharmaceuticals convertible promissory notes | [2] | ||
Total | [2] | 13,946 | |
Fair Value Measurements, Recurring basis [Member] | Level 3 [Member] | |||
Available-for-sale securities: | |||
Marketable Securities | [3] | ||
Hedge Funds | [3] | 4,218 | |
Rafael Pharmaceuticals convertible promissory notes | [3] | 7,900 | 6,300 |
Total | [3] | $ 12,118 | $ 6,300 |
[1] | quoted prices in active markets for identical assets or liabilities | ||
[2] | observable inputs other than quoted prices in active markets for identical assets and liabilities | ||
[3] | no observable pricing inputs in the market |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Balance, beginning of period | $ 6,300 | $ 2,000 | |
Total gains included in other comprehensive income | 1,869 | 2,100 | |
Contributions by former Parent at Spin-Off | 3,949 | ||
Purchases | 2,200 | 2,200 | |
Balance, end of period | 12,118 | 6,300 | 2,000 |
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the period |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details Textual) $ in Thousands | 12 Months Ended |
Jul. 31, 2018USD ($) | |
Fair Value Measurements (Textual) | |
Spin-Off, IDT contribution hedge funds | $ 3,900 |
Spin-Off, IDT contribution investment amount | $ 2,000 |
Accounts and Rents Receivable_2
Accounts and Rents Receivable (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Receivables [Abstract] | ||
Trade Accounts Receivable | $ 358 | $ 346 |
Accounts Receivable - Related Party | 11 | |
Less Allowance for Doubtful Accounts | (82) | (82) |
Accounts and Rents Receivable, net | $ 287 | $ 264 |
Accounts and Rents Receivable_3
Accounts and Rents Receivable (Details Textual) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Prepaid Expenses and Other Current Assets | $ 421 | $ 147 |
Other Assets | 1,126 | 540 |
Accrued Rental Income [Member] | ||
Prepaid Expenses and Other Current Assets | 88 | 10 |
Noncurrent Accrued Rental Income [Member] | ||
Other Assets | $ 1,000 | $ 45 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Building and Improvements | $ 52,818 | $ 51,240 |
Land | 10,412 | 10,412 |
Furniture and Fixtures | 1,145 | 1,150 |
Other | 255 | 1,374 |
Construction in Progress | 1,024 | 823 |
Less Accumulated Depreciation | (15,541) | (13,839) |
Total | $ 50,113 | $ 51,160 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Property and Equipment (Textual) | |||
Depreciation and amortization expense pertaining to property and equipment | $ 1,700 | $ 1,700 | $ 1,600 |
Investments - Rafael Pharmace_3
Investments - Rafael Pharmaceuticals (Details) - $ / shares | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Options | 626,580 | 626,662 |
Price | $ 4.90 | |
David Polinsky [Member] | ||
Grant Date | Jul. 1, 2009 | |
Options | 60,000 | |
Vesting Period | 1 year | |
Price | $ 1 | |
Howard Jonas [Member] | ||
Grant Date | Apr. 1, 2013 | |
Options | 100,000 | |
Vesting Period | 4 years | |
Price | $ 1.25 | |
David Polinsky One [Member] | ||
Grant Date | Oct. 16, 2013 | |
Options | 75,000 | |
Vesting Period | 4 years | |
Price | $ 1.25 | |
Menachem Ash [Member] | ||
Grant Date | Aug. 1, 2017 | |
Options | 500,000 | |
Vesting Period | 3 years | |
Price | $ 1.25 |
Investments - Rafael Pharmace_4
Investments - Rafael Pharmaceuticals (Details 1) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Schedule of consolidated balance sheets | ||
Convertible promissory note (at fair value) | $ 7,900 | $ 6,300 |
Warrants (at cost) | 5,400 | 5,400 |
Right to receive additional shares (at cost) | 400 | |
Total investment in Rafael Pharmaceuticals | $ 13,300 | $ 12,100 |
Investments - Rafael Pharmace_5
Investments - Rafael Pharmaceuticals (Details Textual) - USD ($) | Sep. 05, 2018 | Dec. 07, 2015 | Sep. 18, 2018 | Mar. 02, 2017 | Sep. 16, 2016 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | Mar. 26, 2018 | Sep. 19, 2017 | Sep. 12, 2017 | Apr. 30, 2016 | Jan. 31, 2016 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Warrants expiry date | Dec. 31, 2020 | ||||||||||||
Purchase price | $ 1,000,000 | ||||||||||||
Principal amount | 1,000,000 | ||||||||||||
Additional amount of investment funded | $ 13,300,000 | $ 12,100,000 | |||||||||||
Exercise price of warrants or rights, description | The exercise price of the warrant is the lower of 70% of the price sold in an equity financing, or $1.25 per share, subject to certain adjustments. The minimum initial and subsequent exercises of the warrant shall be for such number of shares that will result in at least $5 million of gross proceeds to Rafael Pharmaceuticals, or such lesser amount as represents 5% of the outstanding capital stock of Rafael Pharmaceuticals, or such lesser amount as may then remain unexercised. | ||||||||||||
David Polinsky [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Deferred salary | $ 203,592 | ||||||||||||
Board of Directors Chairman [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Percentage of bonus shares issued | 9.00% | ||||||||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Warrants to purchase of preferred stock shares | 8,000,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Ownership percentage in non-operating subsidiary | 90.00% | ||||||||||||
Ownership percentage in subsidiary and holds percentage of interest | 51.00% | ||||||||||||
Exercise of warrants purchases, description | The Warrant in full and approximately $46 million to purchase a 51% controlling stake in Rafael Pharmaceuticals. On an as-converted fully diluted basis (for all convertible securities of Rafael Pharmaceuticals outstanding), the Company and its affiliates that hold interests in Rafael Pharmaceuticals would need approximately $112 million to exercise the Warrant in full and approximately $88 million to purchase a 51% controlling stake in Rafael Pharmaceuticals. Following that exercise, a portion of our interest in Rafael Pharmaceuticals would continue to be held for the benefit of the other equity holders in IDT-Rafael Holdings and CS Pharma. | ||||||||||||
Warrants expiry date | Dec. 31, 2020 | ||||||||||||
Amount of investment | $ 10,000,000 | $ 10,000,000 | |||||||||||
Loan receivable | $ 1,225,650 | ||||||||||||
Additional amount of investment funded | $ 46,000,000 | $ 1,500,000 | $ 500,000 | ||||||||||
Exercise warrants value | $ 10,000,000 | ||||||||||||
Percentage of exercise warrants value | 56.00% | ||||||||||||
Warrant, description | The Company provided Rafael Pharmaceuticals with $1.7 million in working capital financing, resulting in a total balance of $3.3 million that remains outstanding relating to working capital financing. The working capital financing provided to Rafael Pharmaceuticals was included in “Due from Rafael Pharmaceuticals” in the accompanying combined balance sheets. In addition, the Company performs certain administrative services for Rafael Pharmaceuticals, for which the Company charges a monthly fee of approximately $40,000. As of July 31, 2018, a balance of approximately $162,000 remains outstanding for services performed between the Spin-Off date and July 31, 2018. | ||||||||||||
Percentage of bonus shares received | 10.00% | 9.00% | |||||||||||
Exercise price of warrants or rights, description | IDT-Rafael Holdings and CS Pharma were issued warrants to purchase shares of capital stock of Rafael Pharmaceuticals representing up to 56% of the then issued and outstanding capital stock of Rafael Pharmaceuticals, on an as-converted and fully diluted basis. | ||||||||||||
Payments for exercise of warrants | $ 61,000,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Convertible Debt Securities [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Exercise warrants value | $ 112,000,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Convertible Promissory Note [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Convertible promissory note, rate of interest | 3.50% | ||||||||||||
Convertible promissory note, maturity date | Sep. 16, 2018 | ||||||||||||
Exercise warrants value | $ 10,000,000 | ||||||||||||
Purchase of exercise the warrant | 8,000,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Convertible Notes Payable [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Convertible promissory note, rate of interest | 3.50% | 3.50% | |||||||||||
Convertible promissory note, maturity date | Sep. 16, 2018 | ||||||||||||
Amount of investment | $ 8,000,000 | $ 2,000,000 | |||||||||||
IDT-Rafael Holdings, LLC. [Member] | David Polinsky [Member] | Series C Convertible Notes [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Principal amount | $ 480,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Howard S. Jonas [Member] | Series C Convertible Notes [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Principal amount | $ 525,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Board of Directors Chairman [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Percentage of bonus shares received | 1.00% | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Howard Jonas and Deborah Jonas [Member] | Series C Convertible Notes [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Principal amount | $ 525,000 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Convertible promissory note, rate of interest | 3.50% | ||||||||||||
Convertible promissory note, maturity date | Sep. 16, 2018 | ||||||||||||
IDT-Rafael Holdings, LLC. [Member] | Subsequent Event [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Percentage of capital stock | 13.50% | ||||||||||||
CS Pharma Holdings, LLC [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Ownership percentage in non-operating subsidiary | 45.00% | 50.00% | |||||||||||
Ownership percentage in subsidiary and holds percentage of interest | 90.00% | 90.00% | |||||||||||
Exercise warrants value | $ 10,000,000 | ||||||||||||
CS Pharma Holdings, LLC [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Exercise warrants value | $ 10,000,000 | ||||||||||||
CS Pharma Holdings, LLC [Member] | Subsequent Event [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Exercise warrants value | $ 10,000,000 | $ 10,000,000 | |||||||||||
IDT-Rafael Holdings [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Ownership percentage in non-operating subsidiary | 50.00% | 50.00% | |||||||||||
Percentage of capital stock | 10.00% | ||||||||||||
Working capital financing remained outstanding | $ 1,600,000 | ||||||||||||
Number of related party common shares | 4,045,041 | ||||||||||||
IDT-Rafael Holdings [Member] | Board of Directors Chairman [Member] | |||||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||||
Purchase price | $ 1,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (2,581) | $ 97 | $ 1,100 |
Foreign | (1,058) | 107 | 59 |
(Loss) Income Before Income Taxes | $ (3,639) | $ 204 | $ 1,159 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Current: | |||
Foreign | $ 11 | ||
Federal | (229) | 23 | |
State | |||
Total current expense | 11 | (229) | 23 |
Deferred: | |||
Foreign | (6) | 17 | |
Federal | 8,219 | 283 | 409 |
State | 207 | 18 | |
Total deferred expense | 8,426 | 295 | 426 |
Income tax expense | $ 8,437 | $ 66 | $ 449 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal income tax at statutory rate | $ (886) | $ 70 | $ 394 |
State income tax | (141) | 6 | 52 |
Valuation allowance | 7,105 | ||
Foreign tax rate differential | (290) | (11) | (5) |
Tax law change | 2,499 | ||
Permanent differences | 144 | 1 | 6 |
Other | 6 | 2 | |
Income tax expense | $ 8,437 | $ 66 | $ 449 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 5,753 | $ 7,217 | $ 6,937 |
AMT carryforwards | 24 | 24 | |
Reserves and accruals | 2,344 | 1,618 | 1,603 |
Stock-based compensation | 14 | ||
Gross deferred tax assets | 8,112 | 8,859 | 8,564 |
Less valuation allowance | (8,112) | ||
Total deferred tax assets | 8,859 | 8,564 | |
Total deferred tax liabilities | |||
Deferred tax, net | $ 8,859 | $ 8,564 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Income Taxes (Textual) | ||
Cumulative undistributed foreign earnings | $ 2,200 | |
Federal and state net operating loss ("NOL") carryforwards | $ 20,000 | $ 18,000 |
Federal and state net operating loss, expiration date | Jul. 31, 2026 | |
U.S. federal tax returns, description | IDT currently remains subject to examinations of its combined U.S. federal tax returns for fiscal years 2014 through 2017, and state and local tax returns generally for fiscal years 2013 through 2017. In connection with the Spin-Off, the Company entered into a tax separation agreement with IDT, which sets forth responsibilities with respect to, among other things, liabilities for federal, state, local and foreign taxes for periods before and including the Spin-Off, the preparation and filing of tax returns for such periods and disputes with taxing authorities regarding taxes for such periods. IDT will be generally responsible for our federal, state, local and foreign income taxes for periods before and including the Spin-Off. The Company will be generally responsible for all other taxes relating to its business. The Company and IDT will each generally be responsible for managing those disputes that relate to the taxes for which each is responsible and, under certain circumstances, may jointly control any dispute relating to taxes for which both are responsible. The Company remains subject to examinations of its Israeli tax returns for fiscal years 2013 through 2016. |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Sep. 17, 2018 | Aug. 21, 2018 | Aug. 31, 2018 |
Commitments and Contingencies (Textual) | |||
Settlement expenses | $ 100 | ||
LipoMedix Pharmaceuticals Ltd [Member] | |||
Commitments and Contingencies (Textual) | |||
Payment of consulting fees | $ 377 | ||
Consulting payments amounts | $ 385 | ||
Other parties [Member] | |||
Commitments and Contingencies (Textual) | |||
Consulting payments amounts | $ 358 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Related Party Transactions [Abstract] | ||
Balance at beginning of year | $ 23,693 | $ 15,145 |
Payments by IDT on behalf of the Company | 385 | 993 |
Rental revenue billed to Related Parties | (1,982) | (3,705) |
Cash repayments, net of advances | 1,375 | 11,260 |
Due to Related Parties balance capitalized at Spin-Off | (24,116) | |
Billings from Transition Services Agreement with IDT | (426) | |
Billings for services performed for Rafael Pharmaceuticals | (162) | |
Deposit from Howard Jonas for proposed purchase of Rafael Holdings Shares | 864 | |
Balance at end of year | $ 276 | $ 23,693 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) $ in Thousands | 12 Months Ended |
Jul. 31, 2017USD ($) | |
Related Party Transactions (Textual) | |
Advances to invest in Rafael Pharmaceuticals and Lipomedix | $ 9,400 |
Payroll, benefits, insurance and other expenses | $ 993 |
Future Minimum Rents (Details)
Future Minimum Rents (Details) $ in Thousands | Jul. 31, 2018USD ($) |
2,019 | $ 2,980 |
2,020 | 3,146 |
2,021 | 3,044 |
2,022 | 2,985 |
2,023 | 2,759 |
Thereafter | 6,699 |
Total Minimum Future Rental Income | 21,614 |
Related Parties [Member] | |
2,019 | 1,968 |
2,020 | 2,004 |
2,021 | 2,041 |
2,022 | 2,079 |
2,023 | 2,117 |
Thereafter | 3,796 |
Total Minimum Future Rental Income | 14,004 |
Other [Member] | |
2,019 | 1,012 |
2,020 | 1,142 |
2,021 | 1,003 |
2,022 | 907 |
2,023 | 642 |
Thereafter | 2,904 |
Total Minimum Future Rental Income | $ 7,609 |
Future Minimum Rents (Details T
Future Minimum Rents (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Future Minimum Rents (Textual) | |||
Net operating leases with initial term expiration dates | Dates ranging from 2021 to 2028.</p>" id="sjs-B4"><p style="margin: 0">Dates ranging from 2021 to 2028.</p> | ||
Related party leases expire, description | The related party leases expire in April 2025 and are for 88,631 square feet and include two parking spots per thousand square feet of space leased at 520 Broad Street and for 3,595 square feet in Israel.</p>" id="sjs-B5"><p style="margin: 0">The related party leases expire in April 2025 and are for 88,631 square feet and include two parking spots per thousand square feet of space leased at 520 Broad Street and for 3,595 square feet in Israel.</p> | ||
Annual rent | $ 2,000 | ||
Related parties terminate leases, description | The related parties have the right to terminate the domestic leases upon four months’ notice, and upon early termination will pay a termination penalty equal to 25% of the portion of the rent due over the course of the remaining term. The related parties have the right to terminate the Israeli leases upon two months’ notice. Related parties will have the right to lease an additional 25,000 square feet in the building located at 520 Broad Street on the same terms as the base lease, and other rights to a further 25,000 square feet should all available space be leased to other tenants.</p>" id="sjs-B7"><p style="margin: 0">The related parties have the right to terminate the domestic leases upon four months’ notice, and upon early termination will pay a termination penalty equal to 25% of the portion of the rent due over the course of the remaining term. The related parties have the right to terminate the Israeli leases upon two months’ notice. Related parties will have the right to lease an additional 25,000 square feet in the building located at 520 Broad Street on the same terms as the base lease, and other rights to a further 25,000 square feet should all available space be leased to other tenants.</p> | ||
Sales Revenue, Net [Member] | Related Party [Member] | |||
Future Minimum Rents (Textual) | |||
Related parties total revenue percentage | 51.00% | 64.00% | 67.00% |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 1,107 | $ 1,215 | $ 1,093 | $ 956 | $ 1,399 | $ 1,600 | $ 1,282 | $ 1,337 | $ 4,371 | $ 5,618 | $ 5,589 |
(Loss) Income from operations | $ (1,053) | $ (1,241) | $ (731) | $ (816) | $ 158 | $ 100 | $ (164) | $ 127 | (3,841) | 221 | $ 1,192 |
Real Estate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 4,371 | 5,618 | |||||||||
(Loss) Income from operations | (2,780) | 1,192 | |||||||||
Pharmaceuticals [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | |||||||||||
(Loss) Income from operations | $ (1,061) |
Business Segment Information _2
Business Segment Information (Details 1) | 12 Months Ended | ||
Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Geographic Concentration Risk [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue from tenants located in Israel | 6.00% | 5.00% | 5.00% |
Business Segment Information _3
Business Segment Information (Details 2) - USD ($) $ in Thousands | Jul. 31, 2018 | Jul. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | $ 72,408 | $ 74,037 |
Total Assets | 116,920 | 86,204 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 69,935 | 71,674 |
Total Assets | 113,279 | 83,675 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 2,473 | 2,363 |
Total Assets | $ 3,641 | $ 2,529 |
Business Segment Information _4
Business Segment Information (Details Textual) | 12 Months Ended |
Jul. 31, 2018Segments | |
Business Segment Information (Textual) | |
Number of operating segments | 2 |
Equity (Details)
Equity (Details) - Class B common stock [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
May 31, 2018 | Apr. 26, 2018 | |
Equity (Textual) | ||
Purchase of Class B common stock shares | 1,254,200 | |
Issued and outstanding equity, percentage | 10.00% | |
Closing price per share | $ 6.89 | |
Aggregate purchase price | $ 8,641,438 | |
Mr. Jonas [Member] | ||
Equity (Textual) | ||
Aggregate purchase price | $ 864,144 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 12 Months Ended |
Jul. 31, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options, Outstanding, Beginning balance | shares | 626,662 |
Number of Options, Issued in conjunction with the Spin-Off | shares | |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | |
Number of Options, Cancelled / Forfeited | shares | 82 |
Number of Options, OUTSTANDING, Ending balance | shares | 626,580 |
Number of Options, EXERCISABLE | shares | 597,182 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | |
Weighted-Average Exercise Price, Issued in conjunction with the Spin-Off | $ / shares | 4.90 |
Weighted-Average Exercise Price, Granted | $ / shares | |
Weighted-Average Exercise Price, Exercised | $ / shares | |
Weighted-Average Exercise Price, Cancelled / Forfeited | $ / shares | 4.90 |
Weighted-Average Exercise Price, OUTSTANDING, Ending balance | $ / shares | 4.90 |
Weighted-Average Exercise Price, EXERCISABLE | $ / shares | $ 4.90 |
Weighted-Average Remaining Contractual Term, OUTSTANDING | 4 years 8 months 19 days |
Weighted-Average Remaining Contractual Term, EXERCISABLE | 4 years 8 months 19 days |
Aggregate Intrinsic Value, OUTSTANDING | $ | $ 3,070,242 |
Aggregate Intrinsic Value, EXERCISABLE | $ | $ 3,070,242 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 12 Months Ended |
Jul. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Non-vested Shares, Beginning Balance | shares | |
Number of Non-vested Shares, Issued in conjunction with the Spin-Off | shares | 210,135 |
Number of Non-vested Shares, Granted | shares | 4,000 |
Number of Non-vested Shares, Vested | shares | (70,273) |
Number of Non-vested Shares, Forfeited | shares | (2,063) |
Number of Non-vested Shares, Ending Balance | shares | 141,799 |
Weighted- Average Grant- Date Fair Value, Beginning balance | $ / shares | |
Weighted Average Grant- Date Fair Value, Issued in conjunction with the Spin-Off | $ / shares | 4.90 |
Weighted- Average Grant- Date Fair Value, Granted | $ / shares | 9.93 |
Weighted- Average Grant- Date Fair Value, Vested | $ / shares | 4.90 |
Weighted- Average Grant- Date Fair Value, Forfeited | $ / shares | 4.90 |
Weighted- Average Grant- Date Fair Value, Ending balance | $ / shares | $ 4.90 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 28, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Stock options exercised | $ 4.90 | |||
Option term, description | Option awards generally vest on a graded basis over five years of service and have ten-year contractual terms. | |||
Number of shares granted | ||||
Aggregate fair value of the grant | $ 500,000 | |||
Total unrecognized non-vested stock-based compensation | 674 | |||
Restricted Stock [Member] | ||||
Total grant date fair value of shares vested | $ 344 | $ 0 | $ 0 | |
Class B Common Stock | ||||
Aggregate restricted shares issued | 92,690 | |||
Non-vested stock options, weighted-average period | 3 years | |||
Class B Common Stock | Restricted Stock [Member] | Employees [Member] | ||||
Number of shares granted | 76,445 | |||
Class B Common Stock | Restricted Stock [Member] | Employees One [Member] | ||||
Number of shares granted | 42,500 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | Jan. 31, 2017 | Jul. 31, 2018 | Jul. 31, 2017 | Jul. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 1,107 | $ 1,215 | $ 1,093 | $ 956 | $ 1,399 | $ 1,600 | $ 1,282 | $ 1,337 | $ 4,371 | $ 5,618 | $ 5,589 |
Income (loss) from operations | (1,053) | (1,241) | (731) | (816) | 158 | 100 | (164) | 127 | (3,841) | 221 | 1,192 |
Net income (loss) | (9,329) | (1,366) | (659) | (722) | 128 | (91) | (65) | 166 | (12,076) | 138 | 710 |
Net income (loss) attributable to Rafael Holdings | $ (9,329) | $ (635) | $ (787) | $ (898) | $ 128 | $ (91) | $ (65) | $ 166 | $ (11,649) | $ 138 | $ 710 |
Net income (loss) per share -basic | $ (0.75) | $ (0.05) | $ (0.06) | $ (0.07) | $ 0.01 | $ (0.01) | $ (0.01) | $ 0.01 | $ (0.93) | $ 0.01 | $ 0.06 |
Net income (loss) per share -diluted | $ (0.75) | $ (0.05) | $ (0.06) | $ (0.07) | $ 0.01 | $ (0.01) | $ (0.01) | $ 0.01 | $ (0.93) | $ 0.01 | $ 0.06 |