Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2019 | Jun. 04, 2019 | |
Entity Registrant Name | Rafael Holdings, Inc. | |
Entity Central Index Key | 0001713863 | |
Trading Symbol | RFL | |
Amendment Flag | false | |
Current Fiscal Year End Date | --07-31 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
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 | 13,142,502 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 12,969 | $ 15,803 |
Trade accounts receivable, net of allowance for doubtful accounts of $86 and $82 at April 30, 2019 and July 31, 2018 | 672 | 287 |
Marketable securities | 24,701 | |
Due from Rafael Pharmaceuticals | 160 | 3,300 |
Prepaid expenses and other current assets | 840 | 421 |
Total current assets | 14,641 | 44,512 |
Property and equipment, net | 49,181 | 50,113 |
Investments - Rafael Pharmaceuticals | 70,018 | 13,300 |
Investments - Other Pharmaceuticals | 2,000 | 2,000 |
Investments - Hedge Funds | 4,632 | 4,218 |
Deferred income tax assets, net | 24 | |
Patents | 407 | 324 |
In-process research and development | 1,327 | 1,327 |
Other assets | 1,223 | 1,126 |
TOTAL ASSETS | 143,453 | 116,920 |
CURRENT LIABILITIES: | ||
Trade accounts payable | 755 | 367 |
Accrued expenses | 203 | 500 |
Other current liabilities | 19 | 24 |
Total current liabilities | 977 | 891 |
Due to/from related parties | 44 | 276 |
Convertible note, net of $60 discount - Related Party | 14,940 | |
Accrued interest on convertible note - Related Party | 418 | |
Other liabilities | 210 | 188 |
TOTAL LIABILITIES | 16,589 | 1,355 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY | ||
Additional paid in capital | 117,383 | 103,636 |
Accumulated deficit | (3,654) | (1,108) |
Accumulated other comprehensive income | 4,134 | 4,043 |
Total Rafael Holdings, Inc. stockholders' equity | 118,002 | 106,697 |
Noncontrolling interests | 8,862 | 8,868 |
TOTAL EQUITY | 126,864 | 115,565 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 143,453 | 116,920 |
Class A common stock | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | 8 | 8 |
Class B common stock | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | $ 131 | $ 118 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Allowance for doubtful accounts | $ 86 | $ 82 |
Convertible note net of discount | $ 60 | |
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 | 13,139,333 | 11,762,346 |
Common stock, shares outstanding | 13,139,333 | 11,762,346 |
Consolidated and Combined State
Consolidated and Combined Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
REVENUES: | ||||
Rental - Third Party | $ 588 | $ 400 | $ 1,277 | $ 1,085 |
Rental - Related Party | 521 | 447 | 1,564 | 1,442 |
Parking | 268 | 246 | 688 | 630 |
Total Revenue | 1,377 | 1,093 | 3,529 | 3,157 |
COSTS AND EXPENSES: | ||||
Selling, general and administrative | 2,059 | 1,402 | 5,228 | 4,481 |
Research and development | 300 | 949 | ||
Depreciation and amortization | 436 | 422 | 1,296 | 1,276 |
Loss from operations | (1,418) | (731) | (3,944) | (2,600) |
Interest (expense) income net | (221) | 71 | 647 | 75 |
Net gain (loss) resulting from foreign exchange transactions | 19 | (28) | 19 | 90 |
Net loss on equity investments | (104) | |||
Gain on sales of marketable securities, net | 24 | 330 | 24 | |
Unrealized gain on investments – Hedge Funds | 466 | 414 | ||
Gain on disposal of bonus shares | 246 | |||
Loss before income taxes | (1,154) | (664) | (2,534) | (2,269) |
Benefit from (provision for) income taxes | 7 | 5 | 21 | (8,438) |
Net Loss | (1,147) | (659) | (2,513) | (10,707) |
Net loss attributable to noncontrolling interests | (142) | (128) | (6) | (304) |
Net loss attributable to Rafael Holdings, Inc. | (1,005) | (531) | (2,507) | (10,403) |
OTHER COMPREHENSIVE LOSS | ||||
Net Loss | (1,147) | (659) | (2,513) | (10,707) |
Unrealized loss on marketable securities | (311) | (311) | ||
Foreign currency translation adjustments | (54) | (85) | (52) | (10) |
Total Comprehensive Loss | (1,201) | (1,055) | (2,565) | (11,028) |
Comprehensive (loss) income attributable to noncontrolling interests | (18) | (29) | 5 | (29) |
Total Comprehensive Loss attributable to Rafael Holdings, Inc. | $ (1,183) | $ (1,026) | $ (2,570) | $ (10,999) |
Loss Per Share attributable to Rafael Holdings Inc. common shareholders: | ||||
Basic and diluted | $ (0.07) | $ (0.04) | $ (0.19) | $ (0.83) |
Weighted average number of shared used in calculation of loss per share: | ||||
Basic and diluted | 13,924,691 | 12,541,998 | 13,055,037 | 12,541,998 |
Consolidated and Combined Sta_2
Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Operating activities | ||
Net loss | $ (2,513) | $ (10,707) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,296 | 1,276 |
Deferred income taxes | (24) | 8,851 |
Interest income on Rafael Pharmaceuticals Series D Convertible Note | (848) | |
Net gain on sale of marketable securities | (330) | (24) |
Unrealized gain on investments - Hedge Funds | (414) | |
Provision for doubtful accounts | 86 | |
Realized gain on disposal of bonus shares | (246) | |
Non-cash compensation | 269 | 616 |
Amortization of debt discount | 11 | |
Interest in the equity of investments | (80) | |
Change in assets and liabilities: | ||
Trade accounts receivable | (471) | (142) |
Other current assets and prepaid expenses | (419) | (392) |
Other assets | (180) | (355) |
Accounts payable and accrued expenses | 91 | 223 |
Other current liabilities | (5) | (8) |
Due to/from related parties | 473 | (386) |
Accrued interest – Related Party | 418 | |
Other liabilities | 22 | |
Net cash used in operating activities | (2,538) | (1,070) |
Investing activities | ||
Purchases of property and equipment | (364) | (572) |
Proceeds from sale and maturity of marketable securities, net | 25,031 | 436 |
Investment in Rafael Pharmaceuticals | (55,870) | |
Net cash used in investing activities | (31,203) | (136) |
Financing activities | ||
Contribution from noncontrolling interest of consolidated entity | 4,587 | |
Repayment of Due from Rafael Pharmaceuticals | 3,300 | |
Proceeds from exercise of options | 190 | |
Proceed from sale of Class B Common shares to Related Party | 7,777 | |
Proceeds from issuance of convertible note payable - Related Party | 15,000 | |
Net cash provided by financing activities | 30,854 | |
Effect of exchange rate changes on cash and cash equivalents | 53 | 55 |
Net decrease in cash and cash equivalents | (2,834) | (1,151) |
Cash and cash equivalents at beginning of period | 15,803 | 11,756 |
Cash and cash equivalents at end of period | 12,969 | 10,605 |
Supplemental Schedule of Non-Cash Investing and Financing Activities | ||
Adoption effect of ASU 2016-01 | 39 | |
Beneficial conversion feature of convertible debt – Related Party | 71 | |
Series D Convertible Note and accrued interest converted to Series D Preferred Stock | 10,848 | |
Related Party deposit utilized to purchase Class B Common Stock | 864 | |
Cash payments made for interest & taxes |
Consolidated and Combined Sta_3
Consolidated and Combined Statements of Shareholder's Equity (Unaudited) - USD ($) $ in Thousands | Common Stock, Series A | Common Stock, Series B | Group Equity | Additional Paid - in Capital | Accumulated Deficit | Accumulated other comprehensive income | Noncontrolling interests | Total |
Balance at Jul. 31, 2017 | $ 50,426 | $ 2,316 | $ 9,335 | $ 62,077 | ||||
Balance, shares at Jul. 31, 2017 | ||||||||
Acquisition of LipoMedix | 559 | 559 | ||||||
Distribution of Rafael Pharmaceuticals Bonus Shares from IDT-Rafael Holdings to Rafael Holdings and Howard S. Jonas | (40) | (40) | ||||||
Incorporation of Company, Capital contribution from IDT and share distribution on Spin-Off | $ 8 | $ 118 | (40,215) | 103,499 | 63,410 | |||
Incorporation of Company, Capital contribution from IDT and share distribution on Spin-Off, shares | 787,163 | 11,754,835 | ||||||
Stock Based Compensation | 10 | 10 | ||||||
Unrealized Loss on Available-for-Sale Securities | (311) | (311) | ||||||
Foreign currency translation adjustments | (7) | (41) | (48) | |||||
Net Loss | (10,211) | (192) | (304) | (10,707) | ||||
Balance at Apr. 30, 2018 | $ 8 | $ 118 | 103,509 | (192) | 1,998 | 9,509 | 114,950 | |
Balance, shares at Apr. 30, 2018 | 787,163 | 11,754,835 | ||||||
Balance at Jan. 31, 2018 | 40,554 | 2,394 | 9,678 | 52,626 | ||||
Balance, shares at Jan. 31, 2018 | ||||||||
Incorporation of Company, Capital contribution from IDT and share distribution on Spin-Off | $ 8 | $ 118 | (40,215) | 103,499 | 63,410 | |||
Incorporation of Company, Capital contribution from IDT and share distribution on Spin-Off, shares | 787,163 | 11,754,835 | ||||||
Stock Based Compensation | 10 | 10 | ||||||
Unrealized Loss on Available-for-Sale Securities | (311) | (311) | ||||||
Foreign currency translation adjustments | (85) | (41) | (126) | |||||
Net Loss | (339) | (192) | (128) | (659) | ||||
Balance at Apr. 30, 2018 | $ 8 | $ 118 | 103,509 | (192) | 1,998 | 9,509 | 114,950 | |
Balance, shares at Apr. 30, 2018 | 787,163 | 11,754,835 | ||||||
Balance at Jul. 31, 2018 | $ 8 | $ 118 | 103,636 | (1,108) | 4,043 | 8,868 | 115,565 | |
Balance, shares at Jul. 31, 2018 | 787,163 | 11,762,346 | ||||||
Adoption effect of ASU 2016-01 | (39) | 39 | ||||||
Stock Based Compensation | 151 | 151 | ||||||
Stock Options Exercised | 190 | 190 | ||||||
Stock Options Exercised, shares | 38,710 | |||||||
Restricted Stock Units issued | $ 1 | 11 | 12 | |||||
Restricted Stock Units issued, shares | 71,468 | |||||||
Stock Based Compensation to Board of Directors | 107 | 107 | ||||||
Stock Based Compensation to Board of Directors, shares | 12,609 | |||||||
Purchase of Class B Common Shares | $ 12 | 8,630 | 8,642 | |||||
Purchase of Class B Common Shares, shares | 1,254,200 | |||||||
Debt Discount on convertible debt | 71 | 71 | ||||||
Capital Contribution from noncontrolling interest | 4,587 | 4,587 | ||||||
Foreign currency translation adjustments | 52 | 52 | ||||||
Net Loss | (2,507) | (6) | (2,513) | |||||
Balance at Apr. 30, 2019 | $ 8 | $ 131 | 117,383 | (3,654) | 4,134 | 8,862 | 126,864 | |
Balance, shares at Apr. 30, 2019 | 787,163 | 13,139,333 | ||||||
Balance at Jan. 31, 2019 | $ 8 | $ 131 | 117,258 | (2,649) | 4,080 | 9,004 | 127,832 | |
Balance, shares at Jan. 31, 2019 | 787,163 | 13,133,069 | ||||||
Stock Based Compensation | 91 | 91 | ||||||
Stock Based Compensation, shares | 750 | |||||||
Stock Options Exercised | 27 | 27 | ||||||
Stock Options Exercised, shares | 5,514 | |||||||
Restricted Stock Units issued | 7 | 7 | ||||||
Foreign currency translation adjustments | 54 | 54 | ||||||
Net Loss | (1,005) | (142) | (1,147) | |||||
Balance at Apr. 30, 2019 | $ 8 | $ 131 | $ 117,383 | $ (3,654) | $ 4,134 | $ 8,862 | $ 126,864 | |
Balance, shares at Apr. 30, 2019 | 787,163 | 13,139,333 |
Description of Business
Description of Business | 9 Months Ended |
Apr. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Rafael Holdings, Inc., (“Rafael Holdings” or “the Company”), a Delaware corporation, owns interests in clinical pharmaceutical companies and owns commercial real estate assets. The assets are operated as two separate lines of business. The pharmaceutical holdings include preferred equity interests and a warrant to purchase equity interests 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 oncology company based in Israel. The commercial real estate holdings consist of the building at 520 Broad Street in Newark, New Jersey that houses headquarters for the Company, 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. 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 “Company” in these financial statements refers to Rafael Holdings on a consolidated basis from the date of the Spin-Off and on a combined basis from the date prior to the Spin-Off 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Apr. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity. 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). Operating results for the three and nine months ended April 30, 2019 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 consolidated and combined 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, as filed with the U.S. Securities and Exchange Commission ("SEC"). Use of Estimates The preparation of financial statements in conformity with 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 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. Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 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 Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition SEC Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The first presentation of the changes in shareholders' equity in accordance with the new guidance is included in this Quarterly Report. |
Investment in LipoMedix
Investment in LipoMedix | 9 Months Ended |
Apr. 30, 2019 | |
Business Combinations [Abstract] | |
INVESTMENT IN LIPOMEDIX | NOTE 3 — INVESTMENT IN LIPOMEDIX LipoMedix is a development-stage, privately held Israeli company focused on the development of an innovative, safe and effective cancer therapy based on liposome delivery. The Company holds 50.6% of the issued and outstanding ordinary shares of LipoMedix and has consolidated this investment from the second quarter of fiscal 2018. In April 2019, the Company provided no-interest bridge financing of $250,000 to LipoMedix (the "2019 Bridge Note"). The 2019 Bridge Note is automatically convertible into shares of LipoMedix as follows: (i) upon an issuance of an aggregate $2.0 million of additional equity securities (excluding the conversion of the Bridge Notes); or (ii) upon a liquidation or dissolution of LipoMedix or a sale of LipoMedix or its assets. If converted, the 2019 Bridge Note will be converted into shares of the most senior class of equity of LipoMedix then issued. If converted upon an equity financing, the 2019 Bridge Note will be converted at a conversion price per share that is equal to 75% of the price paid in the equity offering. If converted upon a liquidation or sale event, the 2019 Bridge Note will be converted at a conversion price per share that is equal to 75% of the per share distribution received by LipoMedix equity holders in connection with the event, or, if greater the Company will receive a payment equal to the 2019 Bridge Note ($250,000). If none of such events occurs prior to September 28, 2019, the 2019 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). |
Marketable Securities
Marketable Securities | 9 Months Ended |
Apr. 30, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 4 — MARKETABLE SECURITIES During fiscal 2019, all marketable securities held by the Company were liquidated in connection with the partial exercise of the Rafael Pharmaceuticals warrant, see Note 10. There were no marketable securities held by the Company as of April 30, 2019. Proceeds from maturities and sales of available-for-sale securities were approximately $0 and $25.0 million for the three and nine months ended April 30, 2019 and $436,000 for each of the three and nine months ended April 30, 2018, respectively. The net realized gain that was included in earnings as a result of sales was approximately $0 and $330,000 for the three and nine months ended April 30, 2019, respectively, and $24,000 for each of the three and nine months ended April 30, 2018. The Company uses the specific identification method in computing the gross realized gains and gross realized losses on the sales of marketable securities. |
Fair Value Measurments
Fair Value Measurments | 9 Months Ended |
Apr. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURMENTS | NOTE 5 — FAIR VALUE MEASURMENTS The Fair Value Measurements and Disclosures topic of the FASB ASC requires disclosures 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 April 30, 2019 and July 31, 2018: April 30, 2019 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) Hedge Funds $ — $ — $ 4,632 $ 4,632 Total $ — $ — $ 4,632 $ 4,632 July 31, 2018 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) 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 April 30, 2019 and July 31, 2018, the Company did not have any liabilities measured at fair value on a recurring basis. At July 31, 2018, the fair value of the Rafael Pharmaceuticals Series D Convertible Note, (the “Series D Note”) was classified as Level 3, was estimated based on a valuation of Rafael Pharmaceuticals by reference to recent transactions in its securities, the Series D 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 Series D Note was converted into shares of Series D Convertible Preferred Stock of Rafael Pharmaceuticals in January 2019. 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). Three Months Ended Nine Months Ended 2019 2018 2019 2018 (unaudited, in thousands) Balance, beginning of period $ 4,166 $ 6,300 $ 12,118 $ 6,300 Conversion of Rafael Pharmaceuticals Series D Convertible Note — — (7,900 ) — Total gains included in earnings 466 — 414 — Balance, end of period $ 4,632 $ 6,300 $ 4,632 $ 6,300 Prior to the Spin-Off, IDT contributed a $2.0 million investment in securities of another entity that are not liquid, which were included in “Investments – Other Pharmaceuticals” in the accompanying consolidated balance sheets. The 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, prepaid expense and other current assets, and other current liabilities. Other assets and other liabilities. The Company’s financial instruments include trade accounts receivable, trade accounts payable, and due from related parties. The recorded carrying amount of trade accounts receivable, trade accounts payable and due from related parties approximate 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 April 30, 2019 or July 31, 2018. |
Trade Accounts Receivable
Trade Accounts Receivable | 9 Months Ended |
Apr. 30, 2019 | |
Receivables [Abstract] | |
TRADE ACCOUNTS RECEIVABLE | NOTE 6 — TRADE ACCOUNTS RECEIVABLE Trade Accounts Receivable consisted of the following: April 30, July 31, (unaudited, in thousands) Trade Accounts Receivable – Third Party $ 747 $ 358 Trade Accounts Receivable – Related Party 11 11 Less Allowance for Doubtful Accounts (86 ) (82 ) Trade Accounts Receivable, net $ 672 $ 287 The current portion of deferred rental income included in Prepaid Expenses and Other Current Assets was approximately $334,000 and $88,000 as of April 30, 2019 and July 31, 2018, respectively. The noncurrent portion of deferred rental income included in Other Assets was approximately $1.2 million and $1.0 million as of April 30, 2019 and July 31, 2018, respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 — PROPERTY AND EQUIPMENT Property and equipment consisted of the following: April 30, July 31, (unaudited, in thousands) Building and Improvements $ 53,118 $ 52,818 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 255 255 Construction in Progress 1,095 1,024 Less Accumulated Depreciation (16,844 ) (15,541 ) Total $ 49,181 $ 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 $436,000 and $422,000 for the three months ended April 30, 2019 and 2018, respectively, and $1.3 million for each of the nine months ended April 30, 2019 and 2018, respectively. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Apr. 30, 2019 | |
Loss Per Share [Abstract] | |
LOSS PER SHARE | NOTE 8 — LOSS PER SHARE Basic net loss per share is computed by dividing net loss 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 per shares includes potentially dilutive securities such as stock options and other convertible instruments. For the three and nine months ended April 30, 2019 and 2018 these securities have been excluded from the calculation of diluted net loss per shares because all such securities are anti-dilutive for all periods presented. The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: April 30, July 31, (unaudited) Stock Options 573,127 626,580 Convertible Note 1,770,956 — Total 2,344,083 626,580 In the three and nine months ended April 31, 2019 and 2018, the diluted loss per share computation equals basic loss per share because the Company had a net loss and the impact of the assumed exercise of stock options and conversion of the convertible note 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 per share for each period presented. |
Establishment of Valuation Allo
Establishment of Valuation Allowance for Deferred Tax Asset | 9 Months Ended |
Apr. 30, 2019 | |
Establishment of Valuation Allowance for Deferred Tax Asset [Abstract] | |
ESTABLISHMENT OF VALUATION ALLOWANCE FOR DEFERRED TAX ASSET | NOTE 9 — 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 | 9 Months Ended |
Apr. 30, 2019 | |
Schedule of Investments [Abstract] | |
INVESTMENT IN RAFAEL PHARMACEUTICALS | NOTE 10 — INVESTMENT IN 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, or IDT-Rafael Holdings. IDT-Rafael Holdings holds 36.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock and a warrant to increase ownership to up to 56% of the fully diluted equity interests in Rafael Pharmaceuticals (the “Warrant”). The Warrant is exercisable at the lower of 70% of the price sold in an equity financing, or $1.25 per share, subject to certain adjustments, and will expire upon the earlier of December 31, 2020, a qualified initial public offering, or liquidation event of Rafael Pharmaceuticals. IDT-Rafael Holdings also owns 50% of CS Pharma, a non-operating entity that holds 16.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock Howard Jonas, Chairman of the Board and Chief Executive Officer of the Company, and Chairman of the Board of Rafael Pharmaceuticals owns 10% of IDT-Rafael Holdings. Accordingly, the Company holds an effective 45% indirect interest in the assets held by CS Pharma. IDT-Rafael Holdings also holds certain governance rights in Rafael Pharmaceuticals including appointment of directors. The Company and its subsidiaries collectively own securities representing 51.0% of the outstanding capital stock of Rafael Pharmaceuticals and 39.5% of the capital stock on a fully diluted basis (excluding the remainder of the Warrant). The Series D Convertible Preferred 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. The Company serves as the managing member of IDT-Rafael Holdings and IDT-Rafael Holdings serves as the managing member of CS Pharma, with broad authority to make all key decisions regarding their respective holdings. Any distributions that are made to CS Pharma from Rafael Pharmaceuticals that are in turn distributed by CS Pharma, will need to be made pro rata to all members, which would entitle IDT-Rafael Holdings to 50% (based on current ownership) of such distributions. Similarly, if IDT-Rafael Holdings were to distribute proceeds it receives from CS Pharma, it would do so on a pro rata basis, entitled the Company to 90% (based on current ownership) of such distributions. The Company evaluated its investments in Rafael Pharmaceuticals in accordance with ASC 323, Investments - Equity Method and Joint Ventures 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. 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. On September 19, 2017, IDT approved a compensatory arrangement with Howard 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Apr. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 11 — RELATED PARTY TRANSACTIONS The Company has historically maintained an intercompany balance Due to/from 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. This is partially offset by rental income paid to the Company by various companies under common control to IDT and charges for services provided by the Company to Rafael Pharmaceuticals for rent, accounting and other administrative expenses. The Company’s liability at July 31, 2018 was comprised of a deposit of $864,000 from Howard Jonas, Chairman of the Board, Chief Executive Officer and controlling stockholder of the Company partially offset by amounts due from IDT and Rafael Pharmaceuticals. During the nine months ended April 30, 2019, the Company issued shares to Howard Jonas in exchange for the deposit and some prior related party balances and charges within the nine month period have been settled. At April 30, 2019, there was a balance due to related parties of approximately $44,000 and a balance due from Rafael Pharmaceuticals of $160,000. The change in the Company’s liability to related parties was as follows: Due to IDT Due from Rafael Pharmaceuticals (unaudited, in thousands) Balance at January 31, 2019 $ 40 $ (40 ) Payments by IDT on behalf of the Company 52 — Rental revenue billed to Related Parties (473 ) — Cash repayments, net of advances 425 — Billings for services performed for Rafael Pharmaceuticals — (120 ) Balance at April 30, 2019 $ 44 $ (160 ) On November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from the Company for $15.0 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. At issuance, the Company recorded a debt discount of approximately $70,000 related to the beneficial conversion feature of the note and amortized approximately $10,000 of the discount in fiscal 2019 which was included in interest expense. In addition, the Company recorded $228,000 and $418,000 of interest expense for the three and nine months ended April 30, 2019 that is included in accrued expenses in the accompanying consolidated and combined statements of operations. April 30, Convertible Note: (unaudited, in thousands) Principal value of 6% convertible note at April 30, 2019, due November 15, 2021 $ 15,000 Debt discount (60 ) Total long-term carrying value of convertible note $ 14,940 |
Income Taxes
Income Taxes | 9 Months Ended |
Apr. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 12 — 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. 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. At July 31, 2018, the Company had available federal and state net operating loss (“NOL”) carryforwards from domestic operations of approximately $20.0 million, to offset future taxable income. The Company has no available NOLs from foreign operations available to offset future domestic taxable income. As part of the Tax Act, NOL’s generated in 2018 and later are not subject to an expiration period and are available to offset 80% of taxable income in the year in which they are utilized. The federal and state NOL carryforwards generated prior to 2018 will begin to expire in 2026. For the nine months ended April 30, 2019 the Company recorded additional losses of approximately $1.5 million from domestic operations and the possibility of future cumulative losses still exists. Accordingly, the Company has continued to maintain a valuation allowance against its net deferred tax assets and expects that the NOL’s will increase to approximately $22.1 million. 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. |
Business Segment Information
Business Segment Information | 9 Months Ended |
Apr. 30, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT INFORMATION | NOTE 13 — 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 makers. Beginning in the second quarter of fiscal 2018, the Pharmaceuticals segment is comprised of debt interests and a warrant to purchase equity interests in Rafael Pharmaceuticals and a majority equity interest in LipoMedix. 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 consists of the Company's real estate holdings, including the building at 520 Broad Street in Newark, New Jersey that houses the Company and certain affiliates and its associated public garage, an office/data center building in Piscataway, New Jersey and a portion of an office building in Israel. 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 Pharmaceuticals segment based primarily on research and development efforts and results of clinical trials and the Real Estate segment based primarily on income (loss) from operations. All investments in Rafael Pharmaceuticals and assets 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: (unaudited, in thousands) Pharmaceuticals Real Estate Total Three months ended April 30, 2019 Revenues $ — $ 1,377 $ 1,377 Loss from operations (311 ) (1,107 ) (1,418 ) Three months ended April 30, 2018 Revenues $ — $ 1,093 $ 1,093 Loss from operations (258 ) (473 ) (731 ) (unaudited, in thousands) Pharmaceuticals Real Estate Total Nine months ended April 30, 2019 Revenues $ — $ 3,529 $ 3,529 Loss from operations (1,014 ) $ (2,930 ) (3,944 ) Nine months ended April 30, 2018 Revenues $ — $ 3,157 $ 3,157 Loss from operations (631 ) (1,969 ) (2,600 ) 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 April 30, 2019 2018 (unaudited) Revenue from tenants located in Israel 2 % 3 % Nine Months Ended April 30, 2019 2018 (unaudited) Revenue from tenants located in Israel 2 % 5 % Net long-lived assets and total assets held outside of the United States, which are located in Israel, were as follows: (unaudited, in thousands) United States Israel Total April 30, 2019 Long-lived assets, net $ 47,502 $ 1,679 $ 49,181 Total assets 139,559 3,894 143,453 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 | 9 Months Ended |
Apr. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — 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. LipoMedix and that founder are engaged in settlement discussions. In May 2019, LipoMedix received a letter from the other founder requesting payment of his consulting fees. 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 | 9 Months Ended |
Apr. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK BASED COMPENSATION | NOTE 15 — STOCK BASED COMPENSATION Stock Options Options to purchase 38,710 shares of Class B common stock were exercised during the nine months ended April 30, 2019. At April 30, 2019, there was no unrecognized compensation cost related to non-vested stock options. Pursuant to the Company’s 2018 Equity Incentive Plan, each of the three non-employee directors of the Company were granted 4,203 restricted shares of our Class B common stock in January 2019 which fully vested on the date of the grant. The fair value of the awards on the date of the grant was approximately $107,000 which was included in selling, general and administrative expense. 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: (unaudited) Number of Weighted-Average Grant-Date Fair Value Outstanding at July 31, 2018 141,799 $ 4.90 Granted 71,468 17.22 Vested (60,010 ) 4.90 Cancelled / Forfeited — — NON-VESTED SHARES AT April 30, 2019 153,257 $ 10.62 At April 30, 2019, there was $1.3 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements, which is expected to be recognized over 5 years. The total grant date fair value of shares vested in the nine months ended April 30, 2019 and 2018 was approximately $298,000 and $0, respectively. |
Future Minimum Rents
Future Minimum Rents | 9 Months Ended |
Apr. 30, 2019 | |
Future Minimum Rents [Abstract] | |
FUTURE MINIMUM RENTS | NOTE 16 — 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 April 30, 2019, under non-cancelable operating leases which expire on various dates through 2028, are as follows: Year ending July 31, Related Parties Other Total (unaudited, in thousands) 2019 $ 515 $ 180 $ 696 2020 1,992 1,054 3,046 2021 2,041 1,136 3,177 2022 2,078 993 3,071 2023 2,117 630 2,747 Thereafter 3,815 4,663 8,478 Total Minimum Future Rental Income $ 12,558 $ 8,656 $ 20,214 The Company has related party leases that expire in April 2025, for (i) an aggregate of 88,631 square feet, and which includes two parking spots per thousand square feet of space leased at 520 Broad Street, and (ii) 3,595 square feet in Israel. The annual rent is approximately $2.0 million in the aggregate. 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. A related party has the right to terminate the Israeli lease upon four months’ notice. IDT has the right to lease an additional 50,000 square feet, in 25,000 foot increments, in the building located at 520 Broad Street on the same terms as their base lease, and other rights should 25,000 square feet or less remain available to lessees in the building. Upon expiration of the lease, related parties have the right to renew the leases for another five years. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
Accounting Policies [Abstract] | |
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, which include only normal recurring adjustments, considered necessary for a fair presentation have been included. Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity. 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). Operating results for the three and nine months ended April 30, 2019 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 consolidated and combined 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, as filed with the U.S. Securities and Exchange Commission (“SEC”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 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. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 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 Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition SEC Disclosure Update and Simplification In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The first presentation of the changes in shareholders' equity in accordance with the new guidance is included in this Quarterly Report. |
Fair Value Measurments (Tables)
Fair Value Measurments (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of balance of assets measured at fair value on a recurring basis | April 30, 2019 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) Hedge Funds $ — $ — $ 4,632 $ 4,632 Total $ — $ — $ 4,632 $ 4,632 July 31, 2018 Level 1 Level 2 Level 3 Total Available-for-sale securities: (unaudited, in thousands) 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 Nine Months Ended 2019 2018 2019 2018 (unaudited, in thousands) Balance, beginning of period $ 4,166 $ 6,300 $ 12,118 $ 6,300 Conversion of Rafael Pharmaceuticals Series D Convertible Note — — (7,900 ) — Total gains included in earnings 466 — 414 — Balance, end of period $ 4,632 $ 6,300 $ 4,632 $ 6,300 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Receivables [Abstract] | |
Schedule of trade accounts receivable | April 30, July 31, (unaudited, in thousands) Trade Accounts Receivable – Third Party $ 747 $ 358 Trade Accounts Receivable – Related Party 11 11 Less Allowance for Doubtful Accounts (86 ) (82 ) Trade Accounts Receivable, net $ 672 $ 287 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | April 30, July 31, (unaudited, in thousands) Building and Improvements $ 53,118 $ 52,818 Land 10,412 10,412 Furniture and Fixtures 1,145 1,145 Other 255 255 Construction in Progress 1,095 1,024 Less Accumulated Depreciation (16,844 ) (15,541 ) Total $ 49,181 $ 50,113 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Loss Per Share [Abstract] | |
Schedule of dilutive loss per share | April 30, July 31, (unaudited) Stock Options 573,127 626,580 Convertible Note 1,770,956 — Total 2,344,083 626,580 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of change in the Company's liability to related parties | Due to IDT Due from Rafael Pharmaceuticals (unaudited, in thousands) Balance at January 31, 2019 $ 40 $ (40 ) Payments by IDT on behalf of the Company 52 — Rental revenue billed to Related Parties (473 ) — Cash repayments, net of advances 425 — Billings for services performed for Rafael Pharmaceuticals — (120 ) Balance at April 30, 2019 $ 44 $ (160 ) |
Schedule of consolidated and combined statements of operations | April 30, Convertible Note: (unaudited, in thousands) Principal value of 6% convertible note at April 30, 2019, due November 15, 2021 $ 15,000 Debt discount (60 ) Total long-term carrying value of convertible note $ 14,940 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of operating results for the business segments | (unaudited, in thousands) Pharmaceuticals Real Estate Total Three months ended April 30, 2019 Revenues $ — $ 1,377 $ 1,377 Loss from operations (311 ) (1,107 ) (1,418 ) Three months ended April 30, 2018 Revenues $ — $ 1,093 $ 1,093 Loss from operations (258 ) (473 ) (731 ) (unaudited, in thousands) Pharmaceuticals Real Estate Total Nine months ended April 30, 2019 Revenues $ — $ 3,529 $ 3,529 Loss from operations (1,014 ) $ (2,930 ) (3,944 ) Nine months ended April 30, 2018 Revenues $ — $ 3,157 $ 3,157 Loss from operations (631 ) (1,969 ) (2,600 ) |
Schedule of revenue from tenants by geographic areas | Three Months Ended April 30, 2019 2018 (unaudited) Revenue from tenants located in Israel 2 % 3 % Nine Months Ended April 30, 2019 2018 (unaudited) Revenue from tenants located in Israel 2 % 5 % |
Schedule of net long-lived assets and total assets by geographic areas | United States Israel Total April 30, 2019 Long-lived assets, net $ 47,502 $ 1,679 $ 49,181 Total assets 139,559 3,894 143,453 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) | 9 Months Ended |
Apr. 30, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of grants of restricted shares of Class B common stock | (unaudited) Number of Weighted-Average Grant-Date Fair Value Outstanding at July 31, 2018 141,799 $ 4.90 Granted 71,468 17.22 Vested (60,010 ) 4.90 Cancelled / Forfeited — — NON-VESTED SHARES AT April 30, 2019 153,257 $ 10.62 |
Future Minimum Rents (Tables)
Future Minimum Rents (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Future Minimum Rents [Abstract] | |
Schedule of non-cancelable operating leases | Year ending July 31, Related Parties Other Total (unaudited, in thousands) 2019 $ 515 $ 180 $ 696 2020 1,992 1,054 3,046 2021 2,041 1,136 3,177 2022 2,078 993 3,071 2023 2,117 630 2,747 Thereafter 3,815 4,663 8,478 Total Minimum Future Rental Income $ 12,558 $ 8,656 $ 20,214 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | 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 | 13,139,333 | 11,762,346 | |
Common stock, shares outstanding | 13,139,333 | 11,762,346 | |
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 |
Investment in LipoMedix (Detail
Investment in LipoMedix (Details) - LipoMedix [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jul. 31, 2018 | Jan. 31, 2018 | Apr. 30, 2019 | |
Issued and outstanding ordinary shares, percentage | 50.60% | ||
Initial investment | $ 875 | ||
Description of acquisition entity | (i) upon an issuance of an aggregate $2.0 million of additional equity securities (excluding the conversion of the 2018 Bridge Note) (the "Financing"), the 2018 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 of its founders), the 2018 Bridge Note shall 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% of the per share distribution received by LipoMedix equity holders in connection with the Distribution Event, or the Company shall be entitled to receive a redemption payment equal to the 2018 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 2018 Bridge Note), the 2018 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). | (i) upon an issuance of an aggregate $2.0 million of additional equity securities (excluding the conversion of the Bridge Notes); or (ii) upon a liquidation or dissolution of LipoMedix or a sale of LipoMedix or its assets. If converted, the 2019 Bridge Note will be converted into shares of the most senior class of equity of LipoMedix then issued. If converted upon an equity financing, the 2019 Bridge Note will be converted at a conversion price per share that is equal to 75% of the price paid in the equity offering. If converted upon a liquidation or sale event, the 2019 Bridge Note will be converted at a conversion price per share that is equal to 75% of the per share distribution received by LipoMedix equity holders in connection with the event, or, if greater the Company will receive a payment equal to the 2019 Bridge Note ($250,000). If none of such events occurs prior to September 28, 2019, the 2019 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). | |
No-interest bridge financing | $ 250 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Marketable Securities (Textual) | ||||
Proceeds from maturities and sales of available-for-sale securities | $ 0 | $ 436 | $ 25,000 | $ 436 |
Net realized gain | $ 0 | $ 24 | $ 330 | $ 24 |
Fair Value Measurments (Details
Fair Value Measurments (Details) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Available-for-sale securities: | ||
Marketable Securities | $ 24,701 | |
Hedge Funds | 4,632 | 4,218 |
Rafael Pharmaceuticals convertible promissory notes | 7,900 | |
Total | 4,632 | 36,819 |
Level 1 [Member] | ||
Available-for-sale securities: | ||
Marketable Securities | 10,755 | |
Hedge Funds | ||
Rafael Pharmaceuticals convertible promissory notes | ||
Total | 10,755 | |
Level 2 [Member] | ||
Available-for-sale securities: | ||
Marketable Securities | 13,946 | |
Hedge Funds | ||
Rafael Pharmaceuticals convertible promissory notes | ||
Total | 13,946 | |
Level 3 [Member] | ||
Available-for-sale securities: | ||
Marketable Securities | ||
Hedge Funds | 4,632 | 4,218 |
Rafael Pharmaceuticals convertible promissory notes | 7,900 | |
Total | $ 4,632 | $ 12,118 |
Fair Value Measurments (Detai_2
Fair Value Measurments (Details 1) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Balance, beginning of period | $ 12,118 | $ 6,300 | $ 4,166 | $ 6,300 |
Conversion of Rafael Pharmaceuticals Series D Convertible Note | (7,900) | |||
Total gains included in earnings | 414 | 466 | ||
Balance, end of period | $ 4,632 | $ 6,300 | $ 4,632 | $ 6,300 |
Fair Value Measurments (Detai_3
Fair Value Measurments (Details Textual) $ in Thousands | Apr. 30, 2019USD ($) |
Fair Value Measurements (Textual) | |
Spin-Off, IDT contribution investment amount | $ 2,000 |
Trade Accounts Receivable (Deta
Trade Accounts Receivable (Details) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Receivables [Abstract] | ||
Trade Accounts Receivable – Third Party | $ 747 | $ 358 |
Trade Accounts Receivable – Related Party | 11 | 11 |
Less Allowance for Doubtful Accounts | (86) | (82) |
Trade Accounts Receivable, net | $ 672 | $ 287 |
Trade Accounts Receivable (De_2
Trade Accounts Receivable (Details Textual) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Prepaid expenses and other current assets | $ 840 | $ 421 |
Other assets | 1,223 | 1,126 |
Noncurrent accrued rental income [Member] | ||
Other assets | 1,200 | 1,000 |
Accrued rental income [Member] | ||
Prepaid expenses and other current assets | $ 334 | $ 88 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Building and Improvements | $ 53,118 | $ 52,818 |
Land | 10,412 | 10,412 |
Furniture and Fixtures | 1,145 | 1,145 |
Other | 255 | 255 |
Construction in Progress | 1,095 | 1,024 |
Less Accumulated Depreciation | (16,844) | (15,541) |
Total | $ 49,181 | $ 50,113 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Property and Equipment (Textual) | ||||
Depreciation and amortization expense pertaining to property and equipment | $ 436 | $ 422 | $ 1,296 | $ 1,276 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Loss Per Share [Abstract] | ||
Stock Options | 573,127 | 626,580 |
Convertible Note | 1,770,956 | |
Total | 2,344,083 | 626,580 |
Establishment of Valuation Al_2
Establishment of Valuation Allowance for Deferred Tax Asset (Details) $ in Thousands | 9 Months Ended |
Apr. 30, 2019USD ($) | |
Establishment of Valuation Allowance for Deferred Tax Asset (Textual) | |
Valuation allowance | $ 8,400 |
Investment in Rafael Pharmace_2
Investment in Rafael Pharmaceuticals (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Sep. 19, 2017 | Apr. 30, 2019 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Convertible promissory note, maturity date | Nov. 15, 2021 | |
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 | 50.00% | |
Percentage of capital stock | 10.00% | |
Percentage of bonus shares received | 10.00% | |
Fully diluted | 51.00% | |
Bonus shares | 39.50% | |
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] | ||
Ownership percentage in non-operating subsidiary | 90.00% | |
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 price of warrants or rights, description | IDT-Rafael Holdings holds 36.7 million shares of Rafael Pharmaceuticals Series D Convertible Preferred Stock and a warrant to increase ownership to up to 56% of the fully diluted equity interests in Rafael Pharmaceuticals (the “Warrant”). The Warrant is exercisable at the lower of 70% of the price sold in an equity financing, or $1.25 per share. | |
Purchase of exercise the warrant, shares | 16,700,000 | |
IDT-Rafael Holdings, LLC. [Member] | Howard S. Jonas [Member] | Series C Convertible Notes [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Principal amount | $ 525 | |
IDT-Rafael Holdings, LLC. [Member] | Howard Jonas and Deborah Jonas [Member] | Series C Convertible Notes [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Principal amount | $ 525 | |
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 | 50.00% | |
Ownership percentage in subsidiary and holds percentage of interest | 90.00% | |
Indirect interest in assets held, percentage | 45.00% |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2019USD ($) | |
Ending Balance | $ 160 |
Due to IDT [Member] | |
Beginning Balance | 40 |
Payments by IDT on behalf of the Company | 52 |
Rental revenue billed to Related Parties | (473) |
Cash repayments, net of advances | 425 |
Ending Balance | 44 |
Due from Rafael Pharmaceuticals [Member] | |
Beginning Balance | (40) |
Billings for services performed for Rafael Pharmaceuticals | (120) |
Ending Balance | $ (160) |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Related Party Transactions | ||
Principal value of 6% convertible note at April 30, 2019, due November 15, 2021 | $ 15,000 | |
Debt discount | (60) | |
Total long-term carrying value of convertible note | $ 14,940 |
Related Party Transactions (D_3
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | |
Related Party Transactions (Textual) | |||
Percentage of convertible note | 6.00% | ||
Convertible note due date | Nov. 15, 2021 | ||
Due to related parties | $ 44 | $ 44 | |
Due from Rafael Pharmaceuticals | 160 | 160 | |
At issuance [Member] | |||
Related Party Transactions (Textual) | |||
Debt discount to the beneficial conversion feature | 70 | ||
Amortized discount | 10 | ||
Interest expense on note | $ 228 | $ 418 | |
Howard S. Jonas [Member] | |||
Related Party Transactions (Textual) | |||
Deposit amount | $ 864 | ||
Convertible note, description | On November 15, 2018, Howard Jonas entered into an agreement to purchase a convertible note from the “Company” for $15.0 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 $8.47 per share, the closing price of the Company’s Class B common stock on the trading day before the date of the investment agreement. The initial principal amount is convertible into 1,770,956 shares of Class B common stock, and if all interest for the three-year term of the note is capitalized, the note will be convertible into 2,117,388 shares of Class B common stock. If the closing price of the Company’s Class B common stock on the NYSE American is 200% of the conversion price for at least thirty (30) consecutive days, the Company may cause conversion of the note. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Jul. 31, 2018 | Apr. 30, 2019 | |
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. | |
Federal and state net operating loss | $ 20,000 | |
Federal and state net operating loss, expiration date | Jul. 31, 2026 | |
Additional losses of domestic operations | $ 1,500 | |
Net deferred tax assets operating loss carryforwards | $ 22,100 |
Business Segment Information (D
Business Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,377 | $ 1,093 | $ 3,529 | $ 3,157 |
Loss from operations | (1,418) | (731) | (3,944) | (2,600) |
Real Estate [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,377 | 1,093 | 3,529 | 3,157 |
Loss from operations | 1,107 | (473) | 2,930 | (1,969) |
Pharmaceuticals [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Loss from operations | $ 311 | $ (258) | $ 1,014 | $ (631) |
Business Segment Information _2
Business Segment Information (Details 1) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Total revenues [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue from tenants located in Israel | 2.00% | 3.00% | 2.00% | 5.00% |
Business Segment Information _3
Business Segment Information (Details 2) - USD ($) $ in Thousands | Apr. 30, 2019 | Jul. 31, 2018 |
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | $ 49,181 | $ 50,113 |
Total Assets | 143,453 | 116,920 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 47,502 | 48,415 |
Total Assets | 139,559 | 113,279 |
Israel [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived Assets, net | 1,679 | 1,698 |
Total Assets | $ 3,894 | $ 3,641 |
Business Segment Information _4
Business Segment Information (Details Textual) | 9 Months Ended |
Apr. 30, 2019Segments | |
Business Segment Information (Textual) | |
Number of operating segments | 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 17, 2018 | Aug. 21, 2018 |
Commitments and Contingencies (Textual) | ||
Settlement expenses | $ 100 | |
LipoMedix Pharmaceuticals Ltd [Member] | ||
Commitments and Contingencies (Textual) | ||
Consulting payments amounts | 385 | |
LipoMedix Pharmaceuticals Ltd [Member] | ||
Commitments and Contingencies (Textual) | ||
Payment of consulting fees | $ 377 | |
Other parties [Member] | ||
Commitments and Contingencies (Textual) | ||
Consulting payments amounts | $ 358 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) | 9 Months Ended |
Apr. 30, 2019$ / 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 | 71,468 |
Number of Non-vested Shares, Vested | shares | (60,010) |
Number of Non-vested Shares, Cancelled / Forfeited | shares | |
Number of Non-vested Shares, Ending Balance | shares | 153,257 |
Weighted- Average Grant- Date Fair Value, Beginning balance | $ / shares | $ 4.90 |
Weighted- Average Grant- Date Fair Value, Granted | $ / shares | 17.22 |
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 | $ 10.62 |
Stock Based Compensation (Det_2
Stock Based Compensation (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
Stock-Based Compensation (Textual) | ||
Total unrecognized non-vested stock-based compensation | $ 1,300 | |
Total grant date fair value of shares vested | $ 298 | $ 0 |
Non-vested stock options, weighted-average period | 5 years | |
Common Class B [Member] | ||
Stock-Based Compensation (Textual) | ||
Number of options exercised | 38,710 | |
2018 Equity Incentive Plan [Member] | Three non-employee directors [Member] | ||
Stock-Based Compensation (Textual) | ||
Granted restricted shares | 4,203 | |
Fair value of awards on date of grant included in selling, general and administrative expense | $ 107 |
Future Minimum Rents (Details)
Future Minimum Rents (Details) $ in Thousands | Apr. 30, 2019USD ($) |
2019 | $ 696 |
2020 | 3,046 |
2021 | 3,177 |
2022 | 3,071 |
2023 | 2,747 |
Thereafter | 8,478 |
Total Minimum Future Rental Income | 20,214 |
Related Parties [Member] | |
2019 | 515 |
2020 | 1,992 |
2021 | 2,041 |
2022 | 2,078 |
2023 | 2,117 |
Thereafter | 3,815 |
Total Minimum Future Rental Income | 12,558 |
Other [Member] | |
2019 | 180 |
2020 | 1,054 |
2021 | 1,136 |
2022 | 993 |
2023 | 630 |
Thereafter | 4,663 |
Total Minimum Future Rental Income | $ 8,656 |
Future Minimum Rents (Details T
Future Minimum Rents (Details Textual) $ in Thousands | 9 Months Ended |
Apr. 30, 2019USD ($) | |
Future Minimum Rents (Textual) | |
Net operating leases with initial term expiration dates | Dates ranging from 2021 to 2028. |
Related party leases expire, description | The Company has related party leases that expire in April 2025, for (i) an aggregate of 88,631 square feet, and which includes two parking spots per thousand square feet of space leased at 520 Broad Street, and (ii) 3,595 square feet in Israel. |
Annual rent | $ 2,000 |
Related parties terminate leases, description | A related party has the right to terminate the Israeli lease upon four months’ notice. IDT has the right to lease an additional 50,000 square feet, in 25,000 foot increments, in the building located at 520 Broad Street on the same terms as their base lease, and other rights should 25,000 square feet or less remain available to lessees in the building. Upon expiration of the lease, related parties have the right to renew the leases for another five years. |