Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Oct. 31, 2018 | Dec. 07, 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-Q | |
Document Period End Date | Oct. 31, 2018 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,019 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Ex Transition Period | false | |
Entity Emerging Growth Company | true | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 787,163 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 11,786,397 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 10,086 | $ 15,803 |
Trade accounts receivable, net of allowance for doubtful accounts of $82 at October 31, 2018 and July 31, 2018 | 379 | 287 |
Marketable securities | 20,061 | 24,701 |
Due from Rafael Pharmaceuticals | 3,435 | 3,300 |
Prepaid expenses and other current assets | 484 | 421 |
Total current assets | 34,445 | 44,512 |
Property and equipment, net | 49,740 | 50,113 |
Investments - Rafael Pharmaceuticals | 23,300 | 13,300 |
Investments - Other Pharmaceuticals | 2,000 | 2,000 |
Investments - Hedge Funds | 4,314 | 4,218 |
Deferred income tax assets, net | 40 | |
Patents | 324 | 324 |
In-process research and development | 1,327 | 1,327 |
Other assets | 1,139 | 1,126 |
TOTAL ASSETS | 116,629 | 116,920 |
CURRENT LIABILITIES | ||
Trade accounts payable | 298 | 367 |
Accrued expenses | 431 | 500 |
Other current liabilities | 18 | 24 |
Total current liabilities | 747 | 891 |
Due to related parties | 582 | 276 |
Other liabilities | 174 | 188 |
TOTAL LIABILITIES | 1,503 | 1,355 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Additional paid-in capital | 103,784 | 103,636 |
Accumulated deficit | (1,628) | (1,108) |
Accumulated other comprehensive income | 4,160 | 4,043 |
Total stockholders' deficit | 106,442 | 106,697 |
Noncontrolling interests | 8,684 | 8,868 |
Total equity | 115,126 | 115,565 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 116,629 | 116,920 |
Class A common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock value | 8 | 8 |
Class B common stock | ||
STOCKHOLDERS' DEFICIT | ||
Common stock value | $ 118 | $ 118 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Allowance for doubtful accounts | $ 82 | $ 82 |
Class A common stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 787,163 | 787,163 |
Common stock, shares outstanding | 787,163 | 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 | 11,786,397 | 11,762,346 |
Common stock, shares outstanding | 11,786,397 | 11,762,346 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
REVENUE | ||
Rental - Third Party | $ 383 | $ 386 |
Rental - Related Party | 521 | 505 |
Parking | 231 | 215 |
Total Revenue | 1,135 | 1,106 |
COSTS AND EXPENSES | ||
Selling, general and administrative | 1,453 | 1,736 |
Research and development | 373 | |
Depreciation and amortization | 429 | 425 |
Loss from Operations | (1,120) | (1,055) |
Interest income net | 101 | 2 |
Net gains resulting from foreign exchange transactions | 11 | |
Net loss on equity investments | (104) | |
Loss on sales of marketable securities | (10) | |
Unrealized gain on marketable securities | 333 | |
Gain on disposal of bonus shares | 246 | |
Loss Before Income Taxes | (696) | (900) |
Benefit from (provision for) income taxes | 31 | (8,428) |
Net Loss | (665) | (9,328) |
Net loss attributable to noncontrolling interests | (184) | |
Net Loss attributable to Rafael Holdings, Inc. | (481) | (9,328) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency translation adjustments | 78 | 10 |
Total Comprehensive Loss | (403) | (9,318) |
Comprehensive loss attributable to noncontrolling interests | (9) | |
Total Comprehensive Loss attributable to Rafael Holdings, Inc. | $ (394) | $ (9,318) |
Loss Per Share: | ||
Basic and diluted | $ (0.04) | $ (0.74) |
Weighted average number of shared used in calculation of loss per share: | ||
Basic and diluted | 12,566,358 | 12,541,998 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Operating activities | ||
Net loss | $ (665) | $ (9,328) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 429 | 425 |
Deferred income taxes | (40) | 8,838 |
Realized gain on disposal of bonus shares | (246) | |
Net realized and unrealized gain on sale of marketable securities | (323) | |
Non-cash compensation | 30 | 606 |
Interest in the equity of investments | 104 | |
Change in assets and liabilities: | ||
Trade accounts receivable | (92) | (88) |
Other current assets and prepaid expenses | (63) | 6 |
Other assets | (13) | (140) |
Trade accounts payable and accrued expenses | (138) | 79 |
Other current liabilities | (6) | (25) |
Due from/to related parties | 171 | (260) |
Other liabilities | (14) | |
Net cash used in operating activities | (724) | (29) |
Investing activities | ||
Purchases of property and equipment | (26) | (223) |
Proceeds from sale and maturity of marketable securities | 5,820 | |
Purchase of marketable securities | (953) | |
Investment in Rafael Pharmaceuticals | (10,000) | |
Net cash used in investing activities | (5,159) | (223) |
Financing activities | ||
Proceeds from exercise of options | 118 | |
Net cash used in financing activities | 118 | |
Effect of exchange rate changes on cash and cash equivalents | 48 | 15 |
Net decrease in cash and cash equivalents | (5,717) | (237) |
Cash and cash equivalents at beginning of period | 15,803 | 11,756 |
Cash and cash equivalents at end of period | 10,086 | 11,519 |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Adoption effect of ASU 2016-01 | $ 39 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1 — Description of Business and Basis of Presentation Description of Business Rafael Holdings, Inc., or Rafael Holdings, or the Company, a Delaware corporation, owns commercial real estate assets and interests in clinical and early stage pharmaceutical companies. The assets are operated as two separate lines of business. The commercial real estate holdings consist of the building at 520 Broad Street in Newark, New Jersey that houses headquarters for the Company and affiliated entities as well as third-party tenants, and an associated 800 car public garage, an office/data center building in Piscataway, New Jersey and a portion of a building in Israel that hosts offices for IDT. The pharmaceutical holdings include debt, preferred equity interests and warrants in Rafael Pharmaceuticals, Inc., or Rafael Pharma, which 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, and a majority equity interest in LipoMedix Pharmaceuticals Ltd., or LipoMedix, an early stage oncology focused pharmaceutical company based in Israel. On March 26, 2018, IDT Corporation, or IDT, the former parent corporation of the Company, completed a tax-free spinoff (the “Spin-Off”) of the Company’s capital stock, through a pro rata distribution of common stock to its stockholders of record as of the close of business on March 13, 2018 (the “Spin-Off Record Date”). 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 on the Spin-Off 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 Spin-Off Record Date. On March 26, 2018, there were 787,163 shares of the Company’s Class A common stock, and 11,754,835 shares of the Company’s Class B common stock issued and outstanding, which includes 114,945 restricted stock units issued to employees and consultants in connection with the spin. We 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 transition of the Company into a separate publicly-traded company. These agreements provide for, among other things, (i) the allocation between the Company and IDT of employee benefits, taxes and other liabilities and obligations attributable to periods prior to the Spin-Off, (ii) transitional services to be provided by IDT relating to human resources and employee benefits administration, and (iii) 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. The “Company” in these financial statements refers to Rafael Holdings on a consolidated and combined basis as if Rafael Holdings existed and owned the above interests in all periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation or combination. Basis of Presentation The accompanying unaudited consolidated and combined financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended October 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2019. The balance sheet at July 31, 2018 has been derived from the Company’s audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2018, or the 2018 Form 10-K. 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 2019 refers to the fiscal year ending July 31, 2019). 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 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, “ASU” 2014-09, Revenue from Contracts with Customers (Topic 606) The Company disaggregates its revenue by source within its consolidated and combined statements of operations. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing space to tenants at its properties. As a result, the majority of the Company’s revenue is accounted for pursuant to ASC 840 Leases or , Leases Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within Trade Accounts Receivable and Other Assets on the consolidated 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. The Company also earns revenue from parking which is derived primarily from monthly and transient daily parking. In addition, the Company has certain lease arrangements for parking accounted for under the guidance in ASC 840. The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied, consistent with the Company’s previous accounting. Critical Accounting Policies The Company’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the consolidated and combined financial statements in the 2018 Form 10-K for a complete discussion of the Company’s significant accounting policies. Recently Issued Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business |
Acquisition of LipoMedix Pharma
Acquisition of LipoMedix Pharmaceuticals Ltd. | 3 Months Ended |
Oct. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of LipoMedix Pharmaceuticals Ltd. | Note 2 — Acquisition of LipoMedix Pharmaceuticals Ltd. 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 its initial $100,000 investment in LipoMedix, the Company received ordinary shares of LipoMedix representing approximately 3.2% of the ordinary shares outstanding. During the second quarter of fiscal 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 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. The Company began accounting for this investment under the equity method as of and for the fourth quarter of fiscal 2017. During the fourth quarter of fiscal 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 ordinary shares of LipoMedix for $900,000, which increased its ownership to 50.6% of the issued and outstanding ordinary shares. The Company began consolidating this investment as of and for the second quarter of fiscal 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: (i) 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 75% or the lowest price per share paid by the investor(s) in the Financing; (ii) upon a Distribution Event (as defined in the Founder’s Agreement among LipoMedix and certain founders), 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 75% per share distribution received on account of the Distribution Event or the Company shall be entitled to receive a redemption payment equal to the Bridge Note ($875,000); (iii) if neither a Financing nor Distribution Event occurs 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
Marketable Securities | 3 Months Ended |
Oct. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 3 — Marketable Securities The following is a summary of marketable securities: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) October 31, 2018: Certificates of deposit* $ 3,960 $ — $ 1 $ 3,959 Federal Government Sponsored Enterprise notes 1,669 4 — 1,673 International agency notes 5,469 8 — 5,477 Corporate bonds 2,860 59 — 2,919 U.S. Treasury notes 5,365 168 — 5,533 International bonds 501 — 1 500 Total $ 19,824 $ 239 $ 2 $ 20,061 * 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 approximately $5.8 million and $0 for the three months ended October 31, 2018 and 2017, respectively. The gross realized losses that were included in earnings as a result of sales were approximately $10,000 and $0 in the three months ended October 31, 2018 and 2017, respectively. 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 October 31, 2018 were as follows: Fair Value (in thousands) Within one year $ 6,212 After one year through five years 8,372 After five years through ten years 5,477 Total $ 20,061 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Oct. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 — Fair Value Measurements Under the Fair Value Measurements and Disclosures topic of the Codification, disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows: Level 1 Level 2 Level 3 The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a listing of the Company’s assets required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of October 31, 2018 and July 31, 2018 (in thousands): October 31, 2018 Level 1 Level 2 Level 3 Total Available-for-sale securities: Marketable Securities $ 8,453 $ 11,608 $ — $ 20,061 Hedge Funds — — 4,314 4,314 Rafael Pharmaceuticals convertible promissory notes — — 7,900 7,900 Total $ 8,453 $ 11,608 $ 12,214 $ 32,275 July 31, 2018 Level 1 Level 2 Level 3 Total 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 At October 31, 2018 and July 31, 2018, the Company did not have any liabilities measured at fair value on a recurring basis. At October 31, 2018 and July 31, 2018, 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) for the three months ended October 31, 2018 and July 31, 2018. Three Months Ended 2018 2017 Balance, beginning of period $ 12,118 $ 6,300 Purchases — — Total unrealized gains included in earnings 96 — Balance, end of period $ 12,214 $ 6,300 Prior to the Spin-Off, IDT contributed $3.9 million in hedge funds which were included in “Investments – Hedge Funds” in the accompanying consolidated balance sheets. Prior to the Spin-Off, IDT contributed $2.0 million in investments in securities of another entity that are not liquid, which were included in “Investments – Other Pharmaceuticals” in the accompanying consolidated balance sheets. The Company’s related investment is accounted for using the cost method; therefore, this investment is not measured at fair value. Fair Value of Other Financial Instruments The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting these data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. Cash and cash equivalents, other current assets, and other current liabilities. Other assets and other liabilities. The Company’s financial instruments include trade accounts receivable, accounts payable, and due from related parties. The recorded carrying amount of trade accounts receivable, accounts payable and due from related approximates their fair value due to their short-term nature. Other than noted above, the Company did not have any other assets or liabilities that were measured at fair value on a recurring basis as of October 31, 2018 or July 31, 2018. |
Trade Accounts Receivable
Trade Accounts Receivable | 3 Months Ended |
Oct. 31, 2018 | |
Receivables [Abstract] | |
Trade Accounts Receivable | Note 5 — Trade Accounts Receivable Trade Accounts Receivable consisted of the following (in thousands): October 31, July 31, Trade Accounts Receivable $ 451 $ 358 Accounts Receivable - Related Party 10 11 Less Allowance for Doubtful Accounts (82 ) (82 ) Trade Accounts Receivable, net $ 379 $ 287 Accrued rental income included in Prepaid Expenses and Other Current Assets was approximately $203,000 and $88,000 as of October 31, 2018 and July 31, 2018, respectively. Noncurrent accrued rental income included in Other Assets was approximately $1.1 and $1.0 million as of October 31, 2018 and July 31, 2018, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Oct. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6 — Property and Equipment Property and equipment consisted of the following (in thousands): October 31, July 31, Building and Improvements $ 52,818 $ 52,818 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 255 255 Construction in Progress 1,071 1,024 Less Accumulated Depreciation (15,961 ) (15,541 ) Total $ 49,740 $ 50,113 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 $429,000 and $425,000 for the three months ended October 31, 2018 and 2017, respectively. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Oct. 31, 2018 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 7 — Loss Per Share Basic (loss) 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 (loss) earnings per share is computed 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. The weighted-average number of shares used in the calculation of basic and diluted (loss) earnings per share attributable to the Company’s common stockholders consists of the following: Three Months Ended 2018 2017 Basic weighted-average number of shares 12,566,358 12,541,998 In the three months ended October 31, 2018, the diluted loss per share computation equals basic loss per share of $0.04 because the Company had a net loss and the impact of the assumed exercise of stock options and the vesting of restricted stock would have been anti-dilutive. For all periods prior to the Spin-Off, the Company utilized the number of shares distributed in the Spin-Off as the denominator for historical (loss) earnings per share for each period presented. |
Establishment of Valuation Allo
Establishment of Valuation Allowance for Deferred Tax Asset | 3 Months Ended |
Oct. 31, 2018 | |
Notes to Financial Statements | |
Establishment of Valuation Allowance for Deferred Tax Asset | Note 8 — Establishment of Valuation Allowance for Deferred Tax Asset Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, a valuation allowance of $8.4 million was recorded to reserve for the entirety of the Company’s domestic deferred tax asset during the first quarter of fiscal 2018. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future taxable income are increased. |
Investment in Rafael Pharmaceut
Investment in Rafael Pharmaceuticals, Inc. (''Rafael Pharmaceuticals'') | 3 Months Ended |
Oct. 31, 2018 | |
Schedule of Investments [Abstract] | |
Investment in Rafael Pharmaceuticals, Inc. (''Rafael Pharmaceuticals'') | Note 9 — Investment in Rafael Pharmaceuticals, Inc. (“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. The Company owns interests/rights in Rafael Pharmaceutical through a 90%-owned non-operating subsidiary, IDT-Rafael Holdings, LLC. IDT-Rafael Holdings owns 50% of CS Pharma, a non-operating entity. IDT-Rafael Holdings and its subsidiary, CS Pharma, holds equity interests and governance rights in Rafael Pharmaceuticals as follows: 1. $10,000,000 of Series D Convertible Notes of Rafael Pharmaceuticals held by CS Pharma, and 2. A warrant to purchase up to 56% of the capital stock of Rafael Pharmaceuticals, of which the first $10 million was owned by CS Pharma and has since been exercised in September 2018. See below table showing effective interest currently owned. 3. Certain governance rights, including appointment of directors. On September 5, 2018, CS Pharma partially exercised the Warrant to purchase Series D Convertible Preferred Stock of Rafael Pharmaceuticals and purchased 8.0 million shares of Rafael Pharmaceuticals’ Series D Convertible Preferred Stock for $10 million. On November 5, 2018, IDT-Rafael Holdings, partially exercised the Warrant and purchased 4.0 million shares of Rafael Pharmaceuticals’ Series D Convertible Preferred Stock for $5.0 million, of which $500,000 is being contributed by the holder of a minority interest in IDT-Rafael Holdings. Following these exercises, the Company and its subsidiaries collectively own securities representing 19.0% of the outstanding capital stock of Rafael Pharmaceuticals and 11.6% of the capital stock on a fully diluted basis (excluding the remainder of the Warrant). The following table shows the effective interest of the Company in Rafael Pharmaceuticals giving effect to the rights of other holders of interests in subsidiaries of the Company: Outstanding Basis Fully Diluted* Rafael Holdings 11.4 % 6.9 % Other holders of equity in subsidiaries of Rafael Holdings 7.6 % 4.7 % Total 19.0 % 11.6 % * excluding the exercise of remainder of the Warrant On September 19, 2017, IDT approved a compensatory arrangement with Howard S. Jonas related to the right held by IDT-Rafael Holdings to receive additional Rafael Pharmaceutical shares (“Bonus Shares”) upon the achievement of certain milestones. Under that arrangement, IDT and the Company transferred to Howard Jonas 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. This right was previously held by IDT-Rafael Holdings, subject to its right to transfer to recipients that IDT-Rafael Holdings, in its sole discretion, felt merit because of special efforts by such persons in assisting Rafael Pharmaceuticals and its products. IDT-Rafael Holdings distributed the rights to its members and the Company transferred the portion it received to Howard Jonas. If any of the milestones are met, the Bonus Shares are to be issued without any additional payment. Howard Jonas has the right to transfer the Bonus Shares, in his discretion, to others, including those who are instrumental to the future success of Rafael Pharmaceuticals. On March 2, 2017, Howard Jonas, Chairman of the Board and Chief Executive Officer of the Company, 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 a 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. The Rafael Pharmaceuticals Series D Note earns interest at 3.5% per annum, with principal and accrued interest which was 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, or Series D Stock. In all cases, the Series D Note conversion price is based on the applicable financing purchase price. The Company 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 owned 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 the 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. The Series D Stock has a stated value of $1.25 per share (subject to appropriate adjustment to reflect any stock split, combination, reclassification or reorganization of the Series D Preferred Stock or any dilutive issuances, as described below). Holders of Series D Stock are entitled to receive non-cumulative dividends when, as and if declared by the board of Rafael Pharmaceuticals, prior to any dividends to any other class of capital stock of Rafael Pharmaceuticals. In the event of any liquidation, dissolution or winding up of the Company, or in the event of any deemed liquidation, proceeds from such liquidation, dissolution, winding up shall be distribute first to the holders of Series D Stock. Except with respect to certain major decisions, or as required by law, holders of Series D Stock vote together with the holders of the other preferred stock and common stock and not as a separate class. We serve 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. 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Oct. 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 and charges for services provided by the Company to Rafael Pharmaceuticals for rent, accounting and other administrative expenses. The Company’s current liability is comprised of a deposit of 864,144 from Howard S. Jonas, Chairman of the Board, Chief Executive Officer and controlling stockholder of the Company partially offset by amounts due from IDT and Rafael Pharmaceuticals. The change in the Company’s liability to related parties was as follows (in thousands): Balance at July 31, 2018 $ 276 Payments by IDT on behalf of the Company 74 Rental revenue billed to Related Parties (52 ) Cash repayments, net of advances 404 Billings for services performed for Rafael Pharmaceuticals (120 ) Balance at October 31, 2018 $ 582 |
Income Taxes
Income Taxes | 3 Months Ended |
Oct. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 — Income Taxes On December 22, 2017, the U.S. government enacted “An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018”, which is commonly referred to as “The Tax Cuts and Jobs Act” (the “Tax Act”). The Tax Act provides for comprehensive tax legislation that, among other things, reduces the U.S. federal statutory corporate tax rate from 35.0% to 21.0% effective January 1, 2018, broadens the U.S. federal income tax base, requires companies to pay a one-time repatriation tax on earnings of certain foreign subsidiaries that were previously tax deferred (“transition tax”), and creates new taxes on certain foreign sourced earnings. On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), expressing its views regarding the FASB Accounting Standards Codification 740, Income Taxes The Company has completed its accounting for the income tax effects of the enactment of the Tax Act. At July 31, 2018, the Company did not have any undistributed earnings of its foreign subsidiaries. As a result, no additional income or withholding taxes were provided for, for the undistributed earnings or any additional outside basis differences inherent in the foreign entities. The Company reviewed the global intangible low taxed income (“GILTI”) and base erosion anti-abuse tax (“BEAT) that became effective August 1, 2018 and has not recorded any impact associated with either. The Company anticipates that its assumptions and estimates may change as a result of future guidance and interpretation from the Internal Revenue Service, the SEC, the FASB, and various other taxing jurisdictions. In particular, the Company anticipates that the U.S. state jurisdictions will continue to determine and announce their conformity with or decoupling from the Tax Act, either in its entirety or with respect to specific provisions. Legislative and interpretive actions could result in adjustments to the Company’s provisional estimates when the accounting for the income tax effects of the Tax Act is completed. The Company will continue to evaluate the impact of the Tax Act on its financial statements and will record the effect of any reasonable changes in its estimates and adjustments. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Oct. 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 Estate Total Three Months Ended October 31, 2018 Revenues $ — 1,135 1,135 Loss from operations (406 ) (714 ) (1,120 ) Three Months Ended October 31, 2017 Revenues $ — 1,106 1,106 Loss from operations — (1,055 ) (1,055 ) Geographic Information Revenues from tenants located outside of the United States were generated entirely from related parties located in Israel. Revenues from these non-United States customers as a percentage of total revenues were as follows (revenues by country are determined based on the location of the related facility): Three months ended October 31, 2018 2017 Revenue from tenants located in Israel 2 % 2 % Net long-lived assets and total assets held by the Company were located as follows: (in thousands) United States Foreign Total October 31, 2018 (unaudited) Long-lived assets, net $ 48,083 $ 1,657 $ 49,740 Total assets 112,652 3,977 116,629 July 31, 2018 Long-lived assets, net $ 48,415 $ 1,698 $ 50,113 Total assets 113,279 3,641 116,920 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 — 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 was included in “Selling, general and administrative” expenses in the 2018 consolidated and combined statement of operations and in “Accrued Expenses” in the accompanying consolidated balance sheets. As the Company is fully indemnified by IDT for the settlement amount, a corresponding receivable was included in “Due to Related Parties” in the accompanying consolidated balance sheets. This amount has since been repaid in the first quarter of fiscal 2019. 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. On November 26, 2018 the court denied the request by the founder to place restrictions on the assets. LipoMedix 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, 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 14 — Stock-Based Compensation Stock Options A summary of stock option activity for the Company is as follows: Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at July 31, 2018 626,580 $ 4.90 4.72 3,070,242 Granted — — — — Exercised (24,051 ) 4.90 — — Cancelled / Forfeited (496 ) 4.90 — — OUTSTANDING AT October 31, 2018 602,033 $ 4.90 4.4 $ 2,949,962 EXERCISABLE AT October 31, 2018 587,834 $ 4.90 4.4 $ 2,880,387 24,051 options were exercised during the three months ended October 31, 2018. At October 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. 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 Non-vested Shares Weighted- Average Grant- Date Fair Value Outstanding at July 31, 2018 141,799 4.90 Granted — — Vested (2,245 ) 4.90 Cancelled / Forfeited — — NON-VESTED SHARES AT October 31, 2018 139,554 $ 4.90 At October 31, 2018, there was $293,000 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 2.4 years. The total grant date fair value of shares vested in the three months ended October 31, 2018 and 2017 was $11,000 and $0, respectively. |
Future Minimum Rents
Future Minimum Rents | 3 Months Ended |
Oct. 31, 2018 | |
Future Minimum Rents [Abstract] | |
Future Minimum Rents | Note 15 — Future Minimum Rents Certain of the Company’s 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 October 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 $ 1,496 848 2,344 2020 2,004 1,142 3,146 2021 2,041 1,003 3,044 2022 2,079 907 2,986 2023 2,117 642 2,759 Thereafter 3,795 2,904 6,699 Total Minimum Future Rental Income $ 13,532 7,446 20,978 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 is 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 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Oct. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events On November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from Rafael Holdings, Inc. (the “Company”) for $15 million. The term of the note is three years and interest will accrue on the principal amount at a rate of 6% per annum, compounded quarterly. At the option of the Company, interest on the note can be capitalized and added to principal or payable in cash. The note is convertible at the option of the holder into shares of Class B common stock at a conversion price of $8.47 per share, the closing price of the Company’s Class B common stock on the trading day before the date of the investment agreement. The initial principal amount is convertible into 1,770,956 shares of Class B common stock, and if all interest for the three-year term of the note is capitalized, the note will be convertible into 2,117,388 shares of Class B common stock. If the closing price of the Company’s Class B common stock on the NYSE American is 200% of the conversion price for at least thirty (30) consecutive days, the Company may cause conversion of the note. The Company intends to use the funds to exercise additional portions of its warrant to purchase equity of Rafael Pharmaceuticals, Inc. and for general corporate needs while maintaining the flexibility to execute on opportunities in its real estate business. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Rafael Holdings, Inc., or Rafael Holdings, or the Company, a Delaware corporation, owns commercial real estate assets and interests in clinical and early stage pharmaceutical companies. The assets are operated as two separate lines of business. The commercial real estate holdings consist of the building at 520 Broad Street in Newark, New Jersey that houses headquarters for the Company and affiliated entities as well as third-party tenants, and an associated 800 car public garage, an office/data center building in Piscataway, New Jersey and a portion of a building in Israel that hosts offices for IDT. The pharmaceutical holdings include debt, preferred equity interests and warrants in Rafael Pharmaceuticals, Inc., or Rafael Pharma, which 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, and a majority equity interest in LipoMedix Pharmaceuticals Ltd., or LipoMedix, an early stage oncology focused pharmaceutical company based in Israel. On March 26, 2018, IDT Corporation, or IDT, the former parent corporation of the Company, completed a tax-free spinoff (the “Spin-Off”) of the Company’s capital stock, through a pro rata distribution of common stock to its stockholders of record as of the close of business on March 13, 2018 (the “Spin-Off Record Date”). 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 on the Spin-Off 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 Spin-Off Record Date. On March 26, 2018, there were 787,163 shares of the Company’s Class A common stock, and 11,754,835 shares of the Company’s Class B common stock issued and outstanding, which includes 114,945 restricted stock units issued to employees and consultants in connection with the spin. We 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 transition of the Company into a separate publicly-traded company. These agreements provide for, among other things, (i) the allocation between the Company and IDT of employee benefits, taxes and other liabilities and obligations attributable to periods prior to the Spin-Off, (ii) transitional services to be provided by IDT relating to human resources and employee benefits administration, and (iii) 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. The “Company” in these financial statements refers to Rafael Holdings on a consolidated and combined basis as if Rafael Holdings existed and owned the above interests in all periods presented. All significant intercompany accounts and transactions have been eliminated in consolidation or combination. |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated and combined financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended October 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending July 31, 2019. The balance sheet at July 31, 2018 has been derived from the Company’s audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Therefore, these condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2018, or the 2018 Form 10-K. 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 2019 refers to the fiscal year ending July 31, 2019). |
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 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update, “ASU” 2014-09, Revenue from Contracts with Customers (Topic 606) The Company disaggregates its revenue by source within its consolidated and combined statements of operations. As an owner and operator of real estate, the Company derives the majority of its revenue from leasing space to tenants at its properties. As a result, the majority of the Company’s revenue is accounted for pursuant to ASC 840 Leases or , Leases Contractual rental revenue is reported on a straight-line basis over the terms of the respective leases. Accrued rental income, included within Trade Accounts Receivable and Other Assets on the consolidated 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. The Company also earns revenue from parking which is derived primarily from monthly and transient daily parking. In addition, the Company has certain lease arrangements for parking accounted for under the guidance in ASC 840. The monthly and transient daily parking revenue falls within the scope of ASC 606 and is accounted for at the point in time when control of the goods or services transfers to the customer and the Company’s performance obligation is satisfied, consistent with the Company’s previous accounting. |
Critical Accounting Policies | Critical Accounting Policies The Company’s financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the consolidated and combined financial statements in the 2018 Form 10-K for a complete discussion of the Company’s significant accounting policies. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of marketable securities | Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) October 31, 2018: Certificates of deposit* $ 3,960 $ — $ 1 $ 3,959 Federal Government Sponsored Enterprise notes 1,669 4 — 1,673 International agency notes 5,469 8 — 5,477 Corporate bonds 2,860 59 — 2,919 U.S. Treasury notes 5,365 168 — 5,533 International bonds 501 — 1 500 Total $ 19,824 $ 239 $ 2 $ 20,061 * 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 $ 6,212 After one year through five years 8,372 After five years through ten years 5,477 Total $ 20,061 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of balance of assets measured at fair value on a recurring basis | October 31, 2018 Level 1 Level 2 Level 3 Total Available-for-sale securities: Marketable Securities $ 8,453 $ 11,608 $ — $ 20,061 Hedge Funds — — 4,314 4,314 Rafael Pharmaceuticals convertible promissory notes — — 7,900 7,900 Total $ 8,453 $ 11,608 $ 12,214 $ 32,275 July 31, 2018 Level 1 Level 2 Level 3 Total 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 |
Schedule of assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | Three Months Ended 2018 2017 Balance, beginning of period $ 12,118 $ 6,300 Purchases — — Total unrealized gains included in earnings 96 — Balance, end of period $ 12,214 $ 6,300 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable | October 31, July 31, Trade Accounts Receivable $ 451 $ 358 Accounts Receivable - Related Party 10 11 Less Allowance for Doubtful Accounts (82 ) (82 ) Trade Accounts Receivable, net $ 379 $ 287 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | October 31, July 31, Building and Improvements $ 52,818 $ 52,818 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 255 255 Construction in Progress 1,071 1,024 Less Accumulated Depreciation (15,961 ) (15,541 ) Total $ 49,740 $ 50,113 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | Three Months Ended 2018 2017 Basic weighted-average number of shares 12,566,358 12,541,998 |
Investment in Rafael Pharmace_2
Investment in Rafael Pharmaceuticals, Inc. (''Rafael Pharmaceuticals'') (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Schedule of Investments [Abstract] | |
Schedule of effective interests in subsidiaries | Outstanding Basis Fully Diluted* Rafael Holdings 11.4 % 6.9 % Other holders of equity in subsidiaries of Rafael Holdings 7.6 % 4.7 % Total 19.0 % 11.6 % * excluding the exercise of remainder of the Warrant |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of change in the Company's liability to related parties | Balance at July 31, 2018 $ 276 Payments by IDT on behalf of the Company 74 Rental revenue billed to Related Parties (52 ) Cash repayments, net of advances 404 Billings for services performed for Rafael Pharmaceuticals (120 ) Balance at October 31, 2018 $ 582 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (in thousands) Pharmaceuticals Real Estate Total Three Months Ended October 31, 2018 Revenues $ — 1,135 1,135 Loss from operations (406 ) (714 ) (1,120 ) Three Months Ended October 31, 2017 Revenues $ — 1,106 1,106 Loss from operations — (1,055 ) (1,055 ) |
Schedule of revenue from tenants by geographic areas | Three months ended October 31, 2018 2017 Revenue from tenants located in Israel 2 % 2 % |
Schedule of net long-lived assets and total assets by geographic areas | (in thousands) United States Foreign Total October 31, 2018 (unaudited) Long-lived assets, net $ 48,083 $ 1,657 $ 49,740 Total assets 112,652 3,977 116,629 July 31, 2018 Long-lived assets, net $ 48,415 $ 1,698 $ 50,113 Total assets 113,279 3,641 116,920 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of of stock option activity | Number of Options (in thousands) Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at July 31, 2018 626,580 $ 4.90 4.72 3,070,242 Granted — — — — Exercised (24,051 ) 4.90 — — Cancelled / Forfeited (496 ) 4.90 — — OUTSTANDING AT October 31, 2018 602,033 $ 4.90 4.4 $ 2,949,962 EXERCISABLE AT October 31, 2018 587,834 $ 4.90 4.4 $ 2,880,387 |
Schedule of grants of restricted shares of Class B common stock | (in thousands) Number of Non-vested Shares Weighted- Average Grant- Date Fair Value Outstanding at July 31, 2018 141,799 4.90 Granted — — Vested (2,245 ) 4.90 Cancelled / Forfeited — — NON-VESTED SHARES AT October 31, 2018 139,554 $ 4.90 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 3 Months Ended |
Oct. 31, 2018 | |
Future Minimum Rents [Abstract] | |
Schedule of non-cancelable operating leases | Year ending July 31: Related Other Total (in thousands) 2019 $ 1,496 848 2,344 2020 2,004 1,142 3,146 2021 2,041 1,003 3,044 2022 2,079 907 2,986 2023 2,117 642 2,759 Thereafter 3,795 2,904 6,699 Total Minimum Future Rental Income $ 13,532 7,446 20,978 |
Description of Business and B_3
Description of Business and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 26, 2018 | Oct. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2018 | |
Description of Business and Basis of Presentation (Textual) | ||||
Adoption effect of ASU 2016-01 | $ 39 | |||
Common Class B [Member] | ||||
Description of Business and Basis of Presentation (Textual) | ||||
Common stock, shares issued | 11,786,397 | 11,762,346 | ||
Common stock, shares outstanding | 11,786,397 | 11,762,346 | ||
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 | 787,163 | ||
Common stock, shares outstanding | 787,163 | 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) | ||||
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 on the Spin-Off 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 Spin-Off Record Date. | |||
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. (Details) - Lipomedix Pharmaceuticals Ltd [Member] - USD ($) | Jul. 06, 2018 | Nov. 16, 2017 | Jul. 31, 2017 | Jan. 31, 2017 | Oct. 31, 2018 |
Acquisition of Lipomedix Pharmaceuticals Ltd. (''Lipomedix'') (Textual) | |||||
Cost method investments ownership percentage | 38.86% | 13.95% | 3.20% | ||
Additional amount of investment funded | $ 900,000 | $ 1,100,000 | $ 300,000 | ||
Advance amount of additional investment | 200,000 | $ 200,000 | |||
Ownership percentage in subsidiary and holds percentage of interest | 50.60% | ||||
Recognizes loss amount | 113,000 | ||||
Total assets value | 1,200,000 | ||||
Total Liabilities value | $ 77,000 | ||||
Initial investment | $ 875,000 | $ 100,000 | |||
Description of acquisition entity | This financing is convertible into shares of LipoMedix at the earliest of the following: (i) 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 75% or the lowest price per share paid by the investor(s) in the Financing; (ii) Upon a Distribution Event (as defined in the Founder's Agreement among LipoMedix and certain founders), 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 75% per share distribution received on account of the Distribution Event or the Company shall be entitled to receive a redemption payment equal to the Bridge Note ($875,000); (iii) If neither a Financing nor Distribution Event occurs 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 | 3 Months Ended | |
Oct. 31, 2018USD ($) | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 19,824 | |
Gross Unrealized Gains | 239 | |
Gross Unrealized Losses | 2 | |
Fair Value | 20,061 | |
International bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 501 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | 1 | |
Fair Value | 500 | |
Federal Government Sponsored Enterprise notes [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,669 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | ||
Fair Value | 1,673 | |
International agency notes [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,469 | |
Gross Unrealized Gains | 8 | |
Gross Unrealized Losses | ||
Fair Value | 5,477 | |
Corporate bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,860 | |
Gross Unrealized Gains | 59 | |
Gross Unrealized Losses | ||
Fair Value | 2,919 | |
U.S. Treasury notes [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5,365 | |
Gross Unrealized Gains | 168 | |
Gross Unrealized Losses | ||
Fair Value | 5,533 | |
Certificates of deposit [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,960 | [1] |
Gross Unrealized Gains | [1] | |
Gross Unrealized Losses | 1 | [1] |
Fair Value | $ 3,959 | [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 | Oct. 31, 2018USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Within one year | $ 6,212 |
After one year through five years | 8,372 |
After five years through ten years | 5,477 |
Total | $ 20,061 |
Marketable Securities (Detail_2
Marketable Securities (Details Textual) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Marketable Securities (Textual) | ||
Proceeds from maturities and sales of available-for-sale securities | $ 5,800,000 | $ 0 |
Gross realized losses | $ 10,000 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Available-for-sale securities: | ||
Marketable Securities | $ 20,061 | $ 24,701 |
Hedge Funds | 4,314 | 4,218 |
Rafael Pharmaceuticals convertible promissory notes | 7,900 | 7,900 |
Total | 32,275 | 36,819 |
Level 1 [Member] | ||
Available-for-sale securities: | ||
Marketable Securities | 8,453 | 10,755 |
Hedge Funds | ||
Rafael Pharmaceuticals convertible promissory notes | ||
Total | 8,453 | 10,755 |
Level 2 [Member] | ||
Available-for-sale securities: | ||
Marketable Securities | 11,608 | 13,946 |
Hedge Funds | ||
Rafael Pharmaceuticals convertible promissory notes | ||
Total | 11,608 | 13,946 |
Level 3 [Member] | ||
Available-for-sale securities: | ||
Marketable Securities | ||
Hedge Funds | 4,314 | 4,218 |
Rafael Pharmaceuticals convertible promissory notes | 7,900 | 7,900 |
Total | $ 12,214 | $ 12,118 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Balance, beginning of period | $ 12,118 | $ 6,300 |
Purchases | ||
Total unrealized gains included in earnings | 96 | |
Balance, end of period | $ 12,214 | $ 6,300 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details Textual) | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Fair Value Measurements (Textual) | |
Spin-Off, IDT contribution hedge funds | $ 3,900,000 |
Spin-Off, IDT contribution investment amount | $ 2,000,000 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Receivables [Abstract] | ||
Trade Accounts Receivable | $ 451 | $ 358 |
Accounts Receivable - Related Party | 10 | 11 |
Less Allowance for Doubtful Accounts | (82) | (82) |
Trade Accounts Receivable, net | $ 379 | $ 287 |
Trade Accounts Receivable (De_2
Trade Accounts Receivable (Details Textual) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Prepaid expenses and other current assets | $ 484 | $ 421 |
Other assets | 1,139 | 1,126 |
Noncurrent accrued rental income [Member] | ||
Other assets | 1,100 | 1,000 |
Accrued rental income [Member] | ||
Prepaid expenses and other current assets | $ 203 | $ 88 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Building and Improvements | $ 52,818 | $ 52,818 |
Land | 10,412 | 10,412 |
Furniture and Fixtures | 1,145 | 1,145 |
Other | 255 | 255 |
Construction in Progress | 1,071 | 1,024 |
Less Accumulated Depreciation | (15,961) | (15,541) |
Total | $ 49,740 | $ 50,113 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation and amortization expense pertaining to property and equipment | $ 429,000 | $ 425,000 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Basic weighted-average number of shares | 12,566,358 | 12,541,998 |
Loss Per Share (Details Textual
Loss Per Share (Details Textual) - $ / shares | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Loss Per Share (Textual) | ||
Basic loss per share | $ (0.04) | $ (0.74) |
Establishment of Valuation Al_2
Establishment of Valuation Allowance for Deferred Tax Asset (Details) | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Establishment of Valuation Allowance for Deferred Tax Asset (Textual) | |
Valuation allowance | $ 8,400,000 |
Investment in Rafael Pharmace_3
Investment in Rafael Pharmaceuticals, Inc. (''Rafael Pharmaceuticals'') (Details) | Oct. 31, 2018 | |
Outstanding Basis | 19.00% | |
Fully Diluted | 11.60% | [1] |
Rafael Holdings [Member] | ||
Outstanding Basis | 11.40% | |
Fully Diluted | 6.90% | [1] |
Other holders of equity in subsidiaries of Rafael Holdings [Member] | ||
Outstanding Basis | 7.60% | |
Fully Diluted | 4.70% | [1] |
[1] | Excluding the exercise of remainder of the Warrant |
Investment in Rafael Pharmace_4
Investment in Rafael Pharmaceuticals, Inc. (''Rafael Pharmaceuticals'') (Details Textual) - USD ($) | Nov. 05, 2018 | Sep. 05, 2018 | Sep. 30, 2018 | Sep. 19, 2017 | Mar. 02, 2017 | Oct. 31, 2018 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Ownership percentage in non-operating subsidiary | 50.00% | ||||||
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. | ||||||
Minimum gross proceeds | $ 5,000,000 | ||||||
Outstanding basis | 19.00% | ||||||
Fully diluted | [1] | 11.60% | |||||
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 | ||||||
Subsequent Event [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Fully diluted | 19.00% | ||||||
Bonus shares | 11.60% | ||||||
Subsequent Event [Member] | Series D Convertible Preferred Stock [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Purchase of exercise the warrant | $ 5,000,000 | ||||||
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% | ||||||
Percentage of capital stock | 10.00% | ||||||
Exercise of warrants purchases, description | The Series D Stock has a stated value of $1.25 per share (subject to appropriate adjustment to reflect any stock split, combination, reclassification or reorganization of the Series D Preferred Stock or any dilutive issuances, as described below). Holders of Series D Stock are entitled to receive non-cumulative dividends when, as and if declared by the board of Rafael Pharmaceuticals, prior to any dividends to any other class of capital stock of Rafael Pharmaceuticals. In the event of any liquidation, dissolution or winding up of the Company, or in the event of any deemed liquidation, proceeds from such liquidation, dissolution, winding up shall be distribute first to the holders of Series D Stock. Except with respect to certain major decisions, or as required by law, holders of Series D Stock vote together with the holders of the other preferred stock and common stock and not as a separate class. | ||||||
Warrants expiry date | Dec. 31, 2020 | ||||||
Exercise warrants value | $ 8,000,000 | ||||||
Percentage of bonus shares received | 10.00% | ||||||
Exercise price of warrants or rights, description | The Company 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. | ||||||
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] | |||||||
Purchase of exercise the warrant | $ 4,000,000 | ||||||
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% | ||||||
Percentage of capital stock | 10.00% | ||||||
Ownership percentage in subsidiary and holds percentage of interest | 90.00% | ||||||
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% | ||||||
Exercise warrants value | $ 10,000,000 | $ 10,000,000 | |||||
Howard S. Jonas [Member] | Series C Convertible Notes [Member] | IDT-Rafael Holdings, LLC. [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Principal amount | $ 525,000 | ||||||
Board of Directors Chairman [Member] | IDT-Rafael Holdings [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Purchase price | 1,000,000 | ||||||
Howard Jonas and Deborah Jonas [Member] | Series C Convertible Notes [Member] | IDT-Rafael Holdings, LLC. [Member] | |||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||
Principal amount | $ 525,000 | ||||||
[1] | Excluding the exercise of remainder of the Warrant |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Related Party Transactions [Abstract] | |
Balance at July 31, 2018 | $ 276 |
Payments by IDT on behalf of the Company | 74 |
Rental revenue billed to Related Parties | (52) |
Cash repayments, net of advances | 404 |
Billings for services performed for Rafael Pharmaceuticals | (120) |
Balance at October 31, 2018 | $ 582 |
Related Party Transactions (D_2
Related Party Transactions (Details Textual) | Oct. 31, 2018USD ($) |
Howard S. Jonas [Member] | |
Related Party Transactions (Textual) | |
Deposit amount | $ 864,144 |
Income Taxes (Details)
Income Taxes (Details) | 1 Months Ended |
Dec. 22, 2017 | |
Income Taxes (Textual) | |
Federal statutory corporate tax, description | The Tax Act provides for comprehensive tax legislation that, among other things, reduces the U.S. federal statutory corporate tax rate from 35.0% to 21.0% effective January 1, 2018, broadens the U.S. federal income tax base, requires companies to pay a one-time repatriation tax on earnings of certain foreign subsidiaries that were previously tax deferred ("transition tax"), and creates new taxes on certain foreign sourced earnings. |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,135 | $ 1,106 |
Loss from operations | (1,120) | (1,055) |
Real Estate [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,135 | 1,106 |
Loss from operations | (714) | (1,055) |
Pharmaceuticals [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Loss from operations | $ (406) |
Business Segment Information _2
Business Segment Information (Details 1) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Segment Reporting [Abstract] | ||
Revenue from tenants located in Israel | 2.00% | 2.00% |
Business Segment Information _3
Business Segment Information (Details 2) - USD ($) $ in Thousands | Oct. 31, 2018 | Jul. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | $ 49,740 | $ 50,113 |
Total Assets | 116,629 | 116,920 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 48,083 | 48,415 |
Total Assets | 112,652 | 113,279 |
Foreign [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 1,657 | 1,698 |
Total Assets | $ 3,977 | $ 3,641 |
Business Segment Information _4
Business Segment Information (Details Textual) | 3 Months Ended |
Oct. 31, 2018Segments | |
Business Segment Information (Textual) | |
Number of operating segments | 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Sep. 17, 2018 | Aug. 21, 2018 |
Commitments and Contingencies (Textual) | ||
Settlement expenses | $ 100,000 | |
LipoMedix Pharmaceuticals Ltd [Member] | ||
Commitments and Contingencies (Textual) | ||
Consulting payments amounts | 385,000 | |
LipoMedix Pharmaceuticals Ltd [Member] | ||
Commitments and Contingencies (Textual) | ||
Payment of consulting fees | $ 377,000 | |
Other parties [Member] | ||
Commitments and Contingencies (Textual) | ||
Consulting payments amounts | $ 358,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Oct. 31, 2018USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Options, Outstanding, Beginning balance | shares | 626,580 |
Number of Options, Granted | shares | |
Number of Options, Exercised | shares | (24,051) |
Number of Options, Cancelled / Forfeited | shares | (496) |
Number of Options, OUTSTANDING, Ending balance | shares | 602,033 |
Number of Options, EXERCISABLE | shares | 587,834 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 4.90 |
Weighted-Average Exercise Price, Granted | $ / shares | |
Weighted-Average Exercise Price, Exercised | $ / shares | 4.90 |
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, Beginning | 4 years 8 months 19 days |
Weighted-Average Remaining Contractual Term, OUTSTANDING, Ending | 4 years 4 months 24 days |
Weighted-Average Remaining Contractual Term, EXERCISABLE | 4 years 4 months 24 days |
Aggregate Intrinsic Value, OUTSTANDING, Beginning | $ | $ 3,070,242 |
Aggregate Intrinsic Value, OUTSTANDING, Ending | $ | 2,949,962 |
Aggregate Intrinsic Value, EXERCISABLE | $ | $ 2,880,387 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details 1) | 3 Months Ended |
Oct. 31, 2018$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Non-vested Shares, Beginning Balance | shares | 141,799 |
Number of Non-vested Shares, Granted | shares | |
Number of Non-vested Shares, Vested | shares | (2,245) |
Number of Non-vested Shares, Cancelled / Forfeited | shares | |
Number of Non-vested Shares, Ending Balance | shares | 139,554 |
Weighted- Average Grant- Date Fair Value, Beginning balance | $ / shares | $ 4.90 |
Weighted- Average Grant- Date Fair Value, Granted | $ / shares | |
Weighted- Average Grant- Date Fair Value, Vested | $ / shares | 4.90 |
Weighted- Average Grant- Date Fair Value, Cancelled / Forfeited | $ / shares | |
Weighted- Average Grant- Date Fair Value, Ending balance | $ / shares | $ 4.90 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details Textual) - USD ($) | 3 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Stock-Based Compensation (Textual) | ||
Total unrecognized non-vested stock-based compensation | $ 293,000 | |
Total grant date fair value of shares vested | $ 11,000 | $ 0 |
Non-vested stock options, weighted-average period | 2 years 4 months 24 days | |
Number of options exercised | 24,051 |
Future Minimum Rents (Details)
Future Minimum Rents (Details) $ in Thousands | Oct. 31, 2018USD ($) |
2,019 | $ 2,344 |
2,020 | 3,146 |
2,021 | 3,044 |
2,022 | 2,986 |
2,023 | 2,759 |
Thereafter | 6,699 |
Total Minimum Future Rental Income | 20,978 |
Related Parties [Member] | |
2,019 | 1,496 |
2,020 | 2,004 |
2,021 | 2,041 |
2,022 | 2,079 |
2,023 | 2,117 |
Thereafter | 3,795 |
Total Minimum Future Rental Income | 13,532 |
Other [Member] | |
2,019 | 848 |
2,020 | 1,142 |
2,021 | 1,003 |
2,022 | 907 |
2,023 | 642 |
Thereafter | 2,904 |
Total Minimum Future Rental Income | $ 7,446 |
Future Minimum Rents (Details T
Future Minimum Rents (Details Textual) | 3 Months Ended |
Oct. 31, 2018USD ($) | |
Future Minimum Rents (Textual) | |
Net operating leases with initial term expiration dates | Dates ranging from 2021 to 2028. |
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. |
Annual rent | $ 2,000,000 |
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 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. |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Nov. 15, 2018 | |
Subsequent Event [Member] | |
Subsequent events (Textual) | |
Convertible note, description | Howard Jonas entered into an agreement to purchase a convertible note from Rafael Holdings, Inc. (the "Company") for $15 million. The term of the note is three years and interest will accrue on the principal amount at a rate of 6% per annum, compounded quarterly. At the option of the Company, interest on the note can be capitalized and added to principal or payable in cash. The note is convertible at the option of the holder into shares of Class B common stock at a conversion price of $8.47 per share, the closing price of the Company's Class B common stock on the trading day before the date of the investment agreement. The initial principal amount is convertible into 1,770,956 shares of Class B common stock, and if all interest for the three-year term of the note is capitalized, the note will be convertible into 2,117,388 shares of Class B common stock. If the closing price of the Company's Class B common stock on the NYSE American is 200% of the conversion price for at least thirty (30) consecutive days, the Company may cause conversion of the note. |